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Scales Corporation Limited – 2016 Annual Report

Annual Report29 March 2017SCLIndustrials

National
coverage.

Contents

Introduction 4

Key 2016 Highlights 6

Managing Director and

Chairman’s Report 8

Sustainability Report 20

Divisional Overview 28

Leadership Profiles 42

Financial Statements 46

Independent Auditor’s Report 80

Corporate Governance 84

Remuneration Report 88

Director Disclosures 92

Glossary 98

Directory 99

Scales Corporation Limited 2

Global
presence.

3Annual Report - Year Ended 31 December 2016

Growing your
diversified

agribusiness.

We like to think that New Zealand is the best place in the world for

growing and producing the highest quality food and ingredients.

At Scales we take immense pride in helping to grow New Zealand’s

agribusiness sector in a manner that is sustainable. We do this through

our vertically integrated Horticulture division, by providing critical cold

chain and logistics services to key food exporters in our Storage &

Logistics division, and by converting agricultural by-products into

high quality ingredients in our Food Ingredients division.

In our 105th year Scales achieved and delivered on a number of key

developmental milestones. These are discussed in the pages that

follow, but include new heights of financial performance, organic

and acquisition growth, and improved access and networks into

the significant China market.

Scales Corporation Limited 4

INTRODUCTION

5Annual Report - Year Ended 31 December 2016
Temperature controlled

storage

Horticulture

Vertically integrated apple growers, packers & marketersApple marketer

1

Storage & Logistics

Air & sea freightBulk liquid storage

INTRODUCTION

1. Scales owns 73 per cent of Fern Ridge Produce Limited (Fern Ridge).

2. Profruit is a 50 per cent joint venture.

MEATEOR

FOODS LTD

Food Ingredients

Agricultural by-product manufacturers

2

Fern Ridge shareholding increased to
73 per cent.

Vertically integrated grower, packer,

marketer Longview Group Holdings Limited

(Longview) acquired.

China Resources Ng Fung Limited (China

Resources Ng Fung) welcomed as a shareholder.

Significant strategic

developments

Operating targets

exceeded

2.66m TCEs of apples sold to Asia and the Middle

East, 5.46m TCEs sold in total by Scales’ Horticulture

division (Mr Apple and Fern Ridge).

More than half a billion apples picked from Mr

Apple’s orchards.

5.7M litres of juice concentrate sold.

22,971 MT of petfood ingredients sold by Meateor.

24,713 TEUs organised for international transit by

Scales Logistics.

3,306 MT of airfreight cargo managed.

Scales Corporation Limited 6

KEY 2016 HIGHLIGHTS

$67.9m Underlying EBITDA, an increase of 11 per cent
on 2015 (restated).

A 24 per cent increase in revenue to $374m. A 29

per cent increase in revenue to $230m within the

Horticulture division.

27.0c earnings per share.

Partner in the master licensing rights for the

production and marketing of a new apple variety,

Dazzle

®

, worldwide.

Significant branding work in China undertaken.

Sustainability materiality review undertaken and

feedback received.

Approximately 2.5 Olympic-sized swimming pools

of rainwater collected and used in 2016 at the

Wiri coldstore.

In the fifth year of the Seasonal Employee/Employer

Development (SEED) programme.

Excellent financial

performance

Ongoing

developments

in Horticulture

Developing our

Sustainability reporting

7Annual Report - Year Ended 31 December 2016

KEY 2016 HIGHLIGHTS

Managing
Director and

Chairman’s

Report

Scales Corporation Limited 8

$’00020162015
(Restated)

Variance

%

Underlying EBITDA*67,856 61,405 11%

Underlying Net Profit*38,638 34,795 11%

Net Profit38,178 35,894 6%

$27.4m

$42.8m

$39.8m

$61.4m

$67.9m

20122013201420152016

20122013201420152016

$6.8m

$20.0m

$19.8m

$34.8m

$38.6m

Underlying EBITDAUnderlying NPAT

This result maintains a steady progression in group profitability. Underlying EBITDA

(our preferred profitability metric) has now increased by 147 per cent in the past 4

years, or a compounding annual growth rate (CAGR) of 25 per cent.

We are delighted to present Scales’ third Annual Report as an NZX Main Board listed

company and our first within the S&P NZX 50 Index. During 2016 we have successfully

consolidated on previous strong financial results to deliver another record profit, 11

per cent ahead of 2015 (restated) on both an Underlying EBITDA and Underlying Net

Profit basis.

*Underlying Net Profit and Underlying EBITDA

are considered by Management and the Board

to be the best financial measures to describe

the ongoing performance of Scales. Underlying

Net Profit adjusts Net Profit for the post-tax

implications of any non-cash IFRS adjustments

(such as asset revaluations). Underlying EBITDA

is calculated by adding back to Underlying Net

Profit Net Finance Costs, Tax, Depreciation and

Amortisation expenses. A full reconciliation to

Net Profit is provided in the sections below.

CAGR 25%CAGR 54%

Once again, the trend of improving profitability would not

have been possible without the hard work and dedication

of our entire team. Scales now employs more than 600

permanent team members, with our ranks swelling to

approximately 2,400 during the peak of the apple harvest

season. Their hard work, enthusiasm and continued focus on

ensuring the highest quality goods and services are provided

to our customers is critical to our success. The Scales Board

expresses its gratitude for our team’s ongoing commitment.

In return, we are unwavering in our focus to never stop

improving our workforce. As such, it is critical to us that our

team members feel safe, respected, and are provided with

opportunities to develop and grow their careers.

Health and safety is treated with utmost focus by the Board. It

is our first agenda item for every Board meeting and given due

consideration and time to ensure all opportunities are being

taken and initiatives implemented to improve the safety of our

workplace. Health and safety is discussed in more detail in the

Sustainability section of this report on the pages that follow.

9Annual Report - Year Ended 31 December 2016

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

In addition to the financial results
highlighted on the previous page,

the 2016 year was marked with

a number of developments and

milestones achieved:

The 2016 year was overall extremely positive in terms of financial

performance and milestones achieved. However, the performance

of our coldstore operations was lower than anticipated. External

factors, specifically shortened product turnaround cycles reflecting

a generally supportive macroeconomic climate (which in turn

benefits our Food Ingredients and Horticulture divisions), climatic

conditions resulting in a slow start to the 2016/2017 cropping

season, and the exit from New Zealand of a Timaru based

customer influenced this result. Momentum gains in Auckland

coupled with an expectation of more normal trading cycles

are expected to drive improved performance in 2017. We

are in the process of conducting an in-depth review of our

coldstore business to understand if changes are necessary.

The outlook for Scales remains positive. During 2017 the

Group will benefit from the incremental earnings of Longview

as well as initiatives developed over the past few years. In addition,

we are actively reviewing a number of organic and acquisition growth

opportunities. As always we will continue to be patient and disciplined

in our approach towards any investment. Opportunities must

demonstrate that we will continue to be able to achieve our long-

term 15 per cent return on capital employed objectives whilst also

demonstrating value in excess of the risk-adjusted returns we would

achieve should we replicate the opportunities for ourselves.

Scales Corporation Limited

10

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

In January we increased our shareholding in Fern Ridge

to 73 per cent. Fern Ridge is an excellent business that

increases our marketing sphere of influence in the sale

of New Zealand apples. Fern Ridge is capably led by

Hamish Davis and his team who continue their roles in

the business.

In March we recognised China Resources Ng Fung as a

key strategic shareholder in the Group. China Resources

Ng Fung brings considerable experience and a wide

ranging network to allow us to gradually develop our

apple sales throughout China.

The China Resources Ng Fung shareholding was mostly

acquired from Direct Capital who have now finalised

their sell down in Scales with their shares coming off

the IPO escrow early in 2016. We would once again

like to acknowledge the significantly positive influence

the Direct Capital investment has had on Scales, from

an operational, financial and cultural perspective. Mark

Hutton, one of the original Direct Capital partners,

continues as a Director in Scales.

In June we welcomed Mr Weiyong Wang, CEO of China

Resources Ng Fung, to the Scales Board. Mr Wang’s rich

experience and insightful contribution is highly valued

by us and our fellow Directors.

Also in June we welcomed Liz Muller through the

Institute of Directors’ Future Directors programme as

an attendee at Scales’ Board Meetings. The Future

Directors programme is designed to help develop the

next generation of Directors by providing experience at

the board room table. It is a pleasure for us to be able

to provide these opportunities to aspiring Directors.

In September we entered the S&P NZX 50 Index. This

significant milestone is a positive move for existing

shareholders, bringing the company to the attention of

a wider group of New Zealand and offshore investors.

In November we completed the acquisition of

Longview. Longview is a standalone Hawke’s Bay

grower, packer, and marketer of apples that increases

our supply of Asia-focused apples whilst also unlocking

post-harvest capacity and synergies to meet the

expected future growth in the combined horticulture

business. Longview is a well-established business in the

Hawke’s Bay with a highly experienced and capable

team that share our existing customer-centric values.

We exceeded an apple production target that we had

set for 2020 four years ahead of plan (3.5m TCEs of our

own fruit exported).

We achieved another substantial increase in petfood

sales volumes which were up by 13.6 per cent to

22,971 MT. In our Food Ingredients division we

are focused on how we can add further value and

broaden our offering of high quality New Zealand and

Australian ingredients.

Longview is an iconic and well established business
in the Hawke’s Bay. Its history spans more than 100

years, being founded in 1912 by Vincent Caccioppoli.

Orcharding runs strongly through the Caccioppoli

family, with the orcharding business at Longlands Road

near Hastings now into its fourth generation. Vincent’s

great grandson Michael Caccioppoli (Site Manager) and

Marketing Manager Wayne Yule are capable and strong

leaders who will continue their involvement in Scales’

broader horticultural team.

Longview operates a modern and customised

packhouse and coolstore operation with capacity to

double existing packhouse throughput. The facility

takes advantage of technological developments by

operating optical apple grading and sorting equipment

as well as pallet stacking and storage robots.

The transaction has a strong strategic rationale for our

existing Horticulture division.

Mr Apple is positioning itself to be the supplier of

choice in the fast-growing Asian regions

3

. To be the

supplier of choice we need to be able to (a) deliver

large volumes (b) of consistently high quality fruit (c) in

the varieties preferred by near markets (d) to customers

across a wide variety of market formats (i.e. wholesale,

retail, or online customers).


As mentioned, Scales, through its wholly owned subsidiary Mr Apple,

acquired the vertically integrated grower, packer and apple marketing

business Longview in November 2016.

Longview is a critical addition to our

capabilities of meeting our supplier

of choice objective through:

High percentage of sales to Asia. Not only does

Longview provide us with access to increased apple

volumes (via orchards acquired through the transaction

and Longview’s relationships with external growers) but

a high proportion of the volumes handled and sold by

Longview are in varieties that are sought after in Asian

markets (in 2016 sales to Asia accounted for 62 per cent

of Longview’s sales).

Access to modern post-harvest infrastructure with

surplus capacity. Longview has the capacity to

approximately double the packhouse volumes handled

during the 2016 season. This capacity will accommodate

expected growth in apple volumes as orchards continue

to mature. We currently anticipate that the additional

capacity will be fully utilised by 2020.


11Annual Report - Year Ended 31 December 2016

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Longview

3

Some of the initiatives being developed by Mr Apple are touched on further in the divisional pages of this report.

Scales’ Vision
Our long-term goal

To generate a long-run average 15 per cent Return on

Capital Employed (ROCE)

5

across the portfolio.

Scales Corporation Limited12

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Shareholder Returns

Shareholders who invested in the IPO have achieved a 134 per cent

4

return on funds invested to the end of January 2017. By

comparison, an investment in the NZX50 would have delivered a 36 per cent return on funds invested over the same period.

To be the foremost investor in, and grower of, New Zealand

agribusinesses by leveraging its unique insights, experience, and access

to collaborative synergies.

Strategies to Create Value

Strengthen existing business:

• Continue to strengthen existing divisions and businesses

within those divisions by providing appropriate operating

and financial support.

• Expand existing divisions through appropriate investment

in growth (e.g. investing in proprietary apple varieties such

as Dazzle

®

).

• Invest in new equipment to drive cost efficiencies.

Develop existing divisions or extend

agribusiness reach through disciplined and

patient investment:

• Investment may either take place by:

– Acquiring appropriate ‘bolt-on’ businesses to

support existing divisions.

– Developing new divisions or market sectors.

• We believe that the best and most consistent returns are

achieved through operating, or providing a nationwide

service to, businesses that are fully vertically integrated.

Accordingly, investment must be consistent, or help us to

better align, with this core belief. In addition, investment:

– Should align with our core competencies and deliver

collaborative synergies.

– Meet, or be able to meet, minimum ROCE targets

appropriate for their operations. Scales will seek to

achieve a minimum of 15 per cent ROCE across its

portfolio.

– Either have scale, be able to reach scale, or enhance

the scale of our existing divisions.

– Retain a focus predominantly, but not exclusively, on

New Zealand.

Strategy

• Investment opportunities that do not meet these criteria

will not be developed. Furthermore our holding in any

division, or business within a division, that no longer meets

our objectives will be subject to review.

A measured approach to risk:

Scales will focus on long-term shareholder return and financial

performance. We will not take unnecessary risks for short-term

gains but will instead take a measured and occasionally bold

approach to improving performance. Our approach is based

around ensuring any new acquisition or activity complements

or adds to the existing skills, expertise and culture of Scales.

We will invest to improve diversification.


Lead the market with transparent, regular,

and easy-to-understand communications:

For each division, we will report key operating metrics and

trends in these metrics. Whilst commercial sensitivities will

preclude us from sharing all information, we will provide

as much as we can when we can. We acknowledge that

recommendations arising from the NZX corporate governance

review are important to our shareholders and we are

committed to meeting the standards outlined.

4

Calculated as the difference between the closing share price on 31 January

2017 plus all net dividends paid (a total of $0.35 per share) and the IPO

listing price of $1.60.

5

Calculated as Underlying EBIT / Capital Employed, where Underlying EBIT

is calculated as Underlying Net Profit plus Net Financing Costs and Tax, and

Capital Employed is calculated as Non Current Assets plus Current Assets

(excluding any Cash or Cash Equivalent balances) less Current Liabilities

(excluding any Overdraft or Short-Term Debt balances).

13Annual Report - Year Ended 31 December 2016
MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Whilst it is the Board that provides

strategic input and governance, it is the

management team that is accountable

for delivering the results.

Scales has implemented a strong incentive based

remuneration scheme aligned to its existing culture

of positive personal performance and retaining and

developing excellent team members over the long

term. The Board also recognises that there is a balance

between shorter term incentive arrangements and

the need to ensure team members remain focused

on the longer term objectives of building a strong

and sustainable business. The Board continues to be

supportive of the Long Term Incentive (LTI) Scheme

which we believe is key to driving shareholder wealth

and the Board will look to extend a similar scheme

on its next review date at the end of 2017 (subject to

changes required to reflect any legislative amendments).

The balance between shorter term incentives and long

term business interests has been a key feature of the

positive Scales’ business culture of recent years and its

retention and further development is a key component

of the Board and Managing Director’s major objectives.

Scales’ remuneration philosophy and a detailed

breakdown of executive remuneration is outlined in

more detail in the expanded Remuneration Report on

page 88. You should note in particular the accounting

treatment and implications as it relates to the reported

Managing Director remuneration.

Appropriately Incentivising our Team

DivisionTargetStatus
Group

Sustainability

ü SIGNIFICANT PROGRESS

Develop and evolve our reporting and

measuring of key sustainability aspects affecting

Scales’ businesses.

Develop best-in-class sustainability reporting.

Demonstrate improvements in sustainability.

Sustainability report developed and included in this

Annual Report.

Financial

ü GOOD PROGRESS

Position our diversified agribusiness to

deliver consistent and sustainable growth in

financial performance.

Prudently utilise leverage to support equity

returns whilst balancing risk.

Strategic acquisitions and developments made in

2016 position the group well for sustained growth.

Acquisitions financed via leverage.

Shareholder returns

ü GOOD PROGRESS

Reward our shareholders with dividends

that represent an attractive yield on current

market pricing.

Deliver capital gains and shareholder

liquidity through careful strategic execution,

and transparent and easy to understand

stakeholder communications .

Share price improved, interim dividend increased to

8.0 cents per share.

Finalist in INFINZ emerging communicator of

the year.

Entered the S&P NZX50 Index.

Horticulture

Brand and Intellectual Property development

ü GOOD PROGRESS

Continue to develop Mr Apple as a preferred

supplier and brand of choice for our customers.

Develop Diva

®

, Dazzle

®

and other brands for

which Mr Apple has proprietary rights.

Develop proprietary varieties targeted for Asia

and Middle East markets.

Dazzle

®

launched in December 2016. Further new

varieties in the pipeline.

Volumes

ü EXCELLENT PROGRESS

Reach 4m TCEs of our own grown apples.Previous target of 3.5m TCEs by 2020 met 4 years

ahead of schedule.

Sales

ü ON TRACK

Increase market penetration into China through

services company Primary Collaboration

New Zealand Limited and strategic partner

China Resources Ng Fung.

In-market immersion sessions held in Shanghai

(April 2016 and proposed 2017). Online and retail

sales growing rapidly.

Specific Strategic Targets

Scales Corporation Limited14

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

DivisionTargetStatus
Storage &

Logistics

Review opportunities within coldstores

Ü TO BE PROGRESSED IN 2017

Review existing coldstore activities to explore

potential for improved financial performance and

asset returns.

A number of initiatives underway.

Update software and broaden

service offering

ü GOOD PROGRESS

Complete rollout of FMCG capable warehouse

management software through Polarcold.

Extend current FMCG business to Auckland and

the South Island.

Software upgrade project continuing and

scheduled to complete in 2017.

FMCG clients have and are being sourced

for Auckland.

Complete merger of Whakatu Coldstores

and Polarcold

ü ON TARGET

Expand bulk liquid storage and logistics

offerings

Ü VARIOUS OPPORTUNITIES

UNDER REVIEW

Food

Ingredients

Develop new value-add opportunities

via long-term and mutually beneficial

partnerships

Ü A NUMBER OF OPPORTUNITIES

UNDER REVIEW

Consider organic and acquisition

opportunities to increase divisional scale

and significance

Ü A NUMBER OF OPPORTUNITIES

UNDER REVIEW

15Annual Report - Year Ended 31 December 2016

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Group Financials
Directors and management use non-GAAP (Underlying) profit measures when discussing financial performance in this document. The Directors and management

believe that these measures provide information that is useful to stakeholders along with GAAP measures. For example, New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS) require us to value our foreign exchange contracts at the end of each year. Changes in the values of these contracts are

recognised as a gain or loss in our accounts. However, because we intend to hold our foreign exchange contracts to completion (taking any associated gain or

loss on those contracts at the point at which they are closed out), our approach is to focus on profit or loss prior to these adjustments. Furthermore, the non-

GAAP profit measures discussed above are also used internally to evaluate performance of our divisions, to establish operational goals, and to allocate resources.

They also represent some of the performance measures required by Scales’ debt providers.

Non-GAAP profit measures are not prepared in accordance with NZ IFRS and are not uniformly defined, therefore the non-GAAP profit measures reported in

this document may not be comparable with those that other companies report and should not be viewed in isolation or considered as a substitute for measures

reported by Scales in accordance with NZ IFRS.

The table following shows how Underlying EBITDA and Underlying Net Profit reconcile to Net Profit in our Financial Statements (which are prepared in

accordance with NZ IFRS). Note that our financial statements are prepared on a fully NZ IFRS compliant basis.

Income Statement

$’00020162015

(Restated)

Revenue373,927301,410

Underlying Cost of Sales(258,030)(194,142)

Underlying Gross Margin115,897107,268

Underlying Gross Margin %31%36%

Underlying EBITDA67,85661,405

Underlying EBIT55,75750,074

Underlying Net Profit38,63834,795

After tax impact of:

Non-cash IFRS adjustments(460)1,099

Net Profit38,17835,894

Capital employed

6

271,142209,468

Return on capital employed

6

21%24%

Financial Performance

We are very pleased to present group

Underlying EBITDA of $67.9m, 11 per cent

ahead of 2015 (restated). This result, which

represents a new record for the Group, is due

to strong performances from our Horticulture

and Food Ingredients divisions in particular.

The individual performance of each division

is discussed further in the next section.

As announced at our annual shareholders

meeting (ASM) last year, our Chairman, Jon

Mayson, will retire at our ASM in June of

this year. Jon commenced as a Director of

Polarcold, and thus our Storage & Logistics

division, on 15 February 2012, became a

Director of Scales Corporation on 1 June

2012 and Chairman on 20 July 2012. Jon is

the 8th Chairman of Scales.

Jon’s leadership during his years as

Chairman has been a great asset to the

Group, providing his extensive experience

and expertise in a number of areas

including leadership, governance and

analysis of investment opportunities. He

has expertly guided Board discussions

and overseen the Group during its most

transformative years, where Underlying

Group EBITDA has grown from $27.4

million in 2012 to $67.9 million in 2016.

Jon has also directed the Group through

a number of significant milestones

including its Initial Public Offering in June

2014 and entering the S&P NZX50 in

September 2016.

We would like to thank Jon for his

significant contribution as both Director

and Chairman over the past 5 years.

Tim Goodacre will be appointed 9th

Chairman of Scales at the 2017 ASM.

Jon Mayson

6

To enable a like-for-like comparison, capital employed and return on capital employed have been adjusted to reverse out impacts of the Longview acquisition.

This is due to the timing of the Longview acquisition which did not contribute to earnings during the 2016 year.

Scales Corporation Limited16

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Reconciliation of Underlying EBITDA to Net Profit
$’00020162015

(Restated)

Underlying EBITDA67,85661,405

Reconciliation to GAAP information

- Depreciation

(11,438)(10,243)

- Amortisation

(661)(1,088)

- Finance revenue

167185

- Finance charges

(2,533)(2,801)

- Taxation

(14,753)(12,663)

Underlying Net Profit

38,63834,795

- Foreign exchange contracts revaluations / hedge ineffectiveness(1,258)1,759

- Fair value gain on apple inventory (pursuant to NZ IAS 41)993N/A

- Equity settled employee benefits(270)(168)

- Taxation

75(492)

(460)1,099

Net Profit as Reported in Financial Statements38,17835,894

Change in accounting policy

The Group has adopted the amendments to NZ IAS 16

Property, Plant and Equipment and NZ IAS 41 Agriculture

which are effective for periods beginning on 1 January 2016.

The amendments bring apple trees, which are used to grow

produce, into the scope of NZ IAS 16 and out of the scope of

NZ IAS 41 so that they are accounted for in the same way as

property, plant and equipment. The produce growing on apple

trees continues to be accounted for as unharvested agricultural

produce under NZ IAS 41.

This amendment was applied to the Group’s apple trees.

These financial statements have been retrospectively restated

to reflect this accounting policy change. On adoption of the

amendment, the Group elected to measure its apple trees using

the revaluation model.

Consolidation of Fern Ridge

Prior to 2016, Fern Ridge was an associate business of the

Scales Group. From an accounting perspective this meant

that Scales equity accounted 50 per cent of Net Profit. In

January 2016, Scales’ share of Fern Ridge was increased to

72.88 per cent. As a result the financial performance of Fern

Ridge is consolidated into our group results. Fern Ridge is a

high-revenue, low margin business with annual revenues of

approximately $35 million in 2016.

Capital Management

Performance against Benchmarks

We monitor the ROCE and EBITDA margin of each division and

the group.

ROCE is a measure of how efficiently we are generating a

return on our assets. It lies at the heart of how we monitor

the performance of the portfolio as well as decisions around

capital expenditure. Prior to committing to an investment in

assets, we need to be confident that we will generate a return

that meets or exceeds our targets. The ROCE targets vary by

division, given each division’s specific asset and risk profiles,

however, as a group we target a long-run combined ROCE of

15 per cent.

There has been a 40 per cent increase in capital employed

between 2015 and 2016. This increase is mostly due to the

acquisition of Longview (approximately $20.5 million, which

was completed in November after the 2016 apple harvest and

therefore contributed a small loss in 2016) and revaluations

of our land, buildings, and orchard assets (approximately

$39.7 million in total). These asset increases noted above are

not accompanied by an increase in earnings during 2016.

Accordingly, capital employed and ROCE have been adjusted

so as to remove the impact of the Longview acquisition. As a

result of the increase in our asset base principally relating to

asset revaluations, group ROCE decreased to 21 per cent (2015

restated: 24 per cent), still significantly ahead of our long term

target of 15 per cent.

17Annual Report - Year Ended 31 December 2016

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Financing
Average Net Debt

9

for the year was $43.4 million, $10.9

million above Average Net Debt during 2015 of $32.5 million.

This higher debt figure was primarily due to the acquisition of

Longview which was financed entirely from cash and debt.

Hedging Strategy

We sell to the world. This means that we have a significant

exposure to movements in foreign exchange rates – most

specifically in Mr Apple. Our freight forwarding businesses,

Scales Logistics and Balance Cargo, and our Food Ingredients

division are also impacted by foreign exchange rate

movements.

In 2016, Mr Apple made approximately 58 per cent of its

apple sales in US dollars, 29 per cent in Euros, 10 per cent in

British pounds, and 1 per cent in Canadian dollars

10

. We have

a natural hedge covering some of our US dollar exposure as

all international shipping is payable in US dollars also. We take

cover on the remaining expected net US dollar, Euro, British

pound, and Canadian dollar exposures.

Capital Management Benchmarks

20162015

(Restated)

ROCE

Horticulture

7

28%34%

Storage & Logistics

11%13%

Food Ingredients

53%49%

Group

7

21%24%

Long term Group target15%15%

Underlying EBITDA margin

8

Horticulture

20%22%

Storage & Logistics

15%17%

Food Ingredients

13%13%

Group

18%20%

Target13%13%

We also take out interest rate swaps and forward rate

agreements which provide some certainty on interest costs on

Scales’ term and short-term borrowings.

Scales has a Board approved Treasury Management Policy

within which all foreign exchange, interest rate and related

activities are conducted. This policy is reviewed biennially.

Under this policy:

• We take foreign exchange cover for up to 48 months

using a variety of foreign exchange instruments (including

options and forward contracts). Scales maintains a blend of

instruments. For the next 12 months, approximately 75 per

cent of Mr Apple’s expected net foreign exchange exposure

is covered.

• We also have interest rate swaps and forward rate

agreements covering interest on our long term and short

term borrowings.

7

Due to the timing of the acquisition, Longview has been excluded from the

calculation of Horticulture and Group 2016 ROCE.

8

Excluding share of profit from associate company and joint venture.

9

Average Net Debt is calculated as the term debt balance plus the average

net working capital facility balance (calculated as the average of the net

working capital facility balance as at 30 June 2016 and 31 December 2016).

10

The balance was made in NZD.

We note that sustained success from our business divisions

will, in the case of the horticulture and coldstorage businesses

specifically, be accompanied by an increase in asset valuations

and a subsequent lowering of ROCE percentages.

EBITDA margin is a measure of profitability of each division.

Over time we use it to monitor the competitive dynamics

and cost control of each business within the Scales portfolio.

EBITDA margin targets vary significantly by business. For

example, our freight forwarding business is a high-turnover,

low-margin business, whilst our asset intensive cold storage

businesses tend to operate a higher EBITDA margin. As a

group we target a long-run combined EBITDA margin of 13

per cent.

At a group level our 2016 EBITDA margin at 18 per cent easily

exceeded our target.

Scales’ Net Tangible Assets as at 31 December 2016 were

$1.41 per share (31 December 2015 (restated): $1.09

per share).

Scales’ earnings per share for the year ended 31 December

2016 was 27.0 cents per share (25.7 cents per share in the

year ended 31 December 2015 (restated)).

Scales Corporation Limited18

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Capital Expenditure
$’000

20162015

Operational capital expenditure

Horticulture

3,290 1,905

Storage & Logistics

3,355 2,367

Food Ingredients

370 220

Other

8 39

Total operational capital expenditure

7,023 4,531

Growth capital expenditure

Horticulture

4,975 3,721

Storage & Logistics

3,705 7,557

Food Ingredients

- -

Total growth capital expenditure

8,680 11,278

Total capital expenditure

15,703 15,809

Dividend

A final 2015 fully imputed cash dividend of 6.5 cents per share

(a gross amount of 9.0 cents per share) was paid on 8 July

2016. Together with an interim dividend of 6.5 cents per share

(a gross amount of 9.0 cents per share) and a special dividend

of 4.0 cents per share (a gross amount of 5.6 cents per share),

which were both paid on 20 January 2016, this brought the

annual dividends for 2015 to a total of 17.0 cents per share (a

gross amount of 23.6 cents per share).

A fully imputed interim 2016 cash dividend of 8.0 cents per

share (a gross amount of 11.1 cents per share) was declared

in December 2016 and paid on 18 January 2017. Our

expectation is to declare a final fully imputed cash dividend in

respect of 2016 in May 2017, for payment in July 2017. As

always, any dividend is subject to Board approval. It is standard

practice for the Directors to consider all aspects of the

Group’s performance and financial position prior to declaring

any dividend.

Capital Expenditure

Operational capital expenditure was $7.0 million, almost $2.5

million ahead of our 2015 spend.

During 2016 we invested $8.7 million in the future growth of

Scales to support our future growth and earnings potential.

Major purchases during 2016 included:

• Purchase of around 4 hectares of land surrounding Mr

Apple’s Whakatu Packhouse.

• Redevelopment of around 30.5 hectares of Mr Apple’s

Pakowhai orchard into premium varieties.

• Upgrade of the warehouse management software

by Polarcold.

• Purchase of land surrounding strategic coldstore assets in

the Hawke’s Bay to enable future expansion.

Jon Mayson

Chairman

17 March 2017

Andy Borland

Managing Director

19Annual Report - Year Ended 31 December 2016

MANAGING DIRECTOR AND CHAIRMAN’S REPORT

Outlook

The outlook for Scales remains positive. With the acquisition of Longview and the increased investment in Fern Ridge, added to

continued strong performances across ongoing businesses, the outlook for 2017 and beyond is positive. We expect to improve the

contribution achieved from our Storage & Logistics division, specifically from our coldstores, whilst our Food Ingredients businesses

continue to be well regarded in the market places they operate.

We would like to thank all of our management and staff, fellow directors, suppliers and of course our customers. Scales greatly

appreciates your collective support and involvement in our 105th year of trading.

Sustainability
Report

As an agribusiness investor we clearly recognise that we have a responsibility to all
stakeholders to ensure we have a sustainable business. For us, it is important to know

that we operate a work environment where people feel safe and comfortable at work,

that we provide opportunities to develop and build a career, that we are looking after

our environment, and that we treat suppliers and customers with respect recognising

their bespoke needs and requirements.

This year we are producing our inaugural sustainability report. This is the second year

we are reporting on sustainability, however we have taken significant steps to improve

the depth and breadth of coverage in this year’s report.

In this report we will touch on (a) what matters and what is material to our stakeholders

(b) what we are already doing to address stakeholder concerns, and (c) where we think

we can or need to make improvements to become a better corporate citizen.

21Annual Report - Year Ended 31 December 2016

SUSTAINABILITY REPORT

Why is Scales reporting on

sustainability?

We started our sustainability reporting journey in 2015 and we

are seeking to learn, gather feedback and improve through the

process. In making sustainability disclosures we are seeking to

meet the NZX’s proposed draft Corporate Governance Code

requirements. We strive to provide stakeholders with robust

information so that they may make informed decisions.

In our efforts to achieve this we have been influenced by the

internationally-recognised sustainability reporting standard

Global Reporting Initiative (GRI). We have used GRI as a high

level guide to determine our report topics.

What is included in this report?

The scope of this sustainability report covers all group

companies for the 2016 annual reporting period. However,

much of the report focusses on Mr Apple (including

the recently acquired Longview operations) and the

coldstore businesses as that is where material sustainability

impacts occur.

The boundary of this report includes all direct sustainability

impacts generated by Scales’ group companies. The report

does not include indirect impacts generated by suppliers and

service providers, but does reference customer and market

requirements, which in turn influence the direct operational

impacts of Scales.

How did we decide what to

report on?

In determining what to include in our sustainability report, we

have drawn upon the GRI’s materiality principles and related

guidance. We have identified 16 sustainability topics which

we believe reflect key sustainability concerns for Scales. The

matrix on the following page presents those topics that have

been identified and their relative level of materiality. Some less

material topics have not been reported on this year. We have

grouped the topics that we will be reporting on under three

headings (People, Marketplace, Environment) and we cover

each in further detail on the following pages.

Community

investment

Water

Energy

WasteBiosecurity

Spray use

& residues

Certification

& traceability

Workforce

stability

Health

& Safety

Employment

practices

E

n

v

i

r

o

n

m

e

n

t

M

a

r

k

e

t

p

l

a

c

e

P

e

o

p

l

e

Scales’ sustainability framework

Scales Corporation Limited22
SUSTAINABILITY REPORT

MediumImportance to external stakeholders

Importance to internal stakeholders

Medium

High

High

Highly Material

Environment

4 Water use

8 Carbon

9 Water quality

10 Energy use

11 Weather and climate

12 Biodiversity

13 Fruit waste

15 Refrigeration

16 Soil health

Marketplace

3 Supplier requirements

5 Spray use and residues

7 Food safety

14 Consumer preferences

65

15 14

3

1

7

2

4

9

8

1312

1611

10

People

1 Employment

2 Health and safety

6 Workforce stability

Scales’ sustainability matrix

23Annual Report - Year Ended 31 December 2016
SUSTAINABILITY REPORT

Health and Safety

We are uncompromising in our commitment to the

health and safety of our workers and the communities

in which we operate. Safety is our number one priority

and is the responsibility of every Director, manager

and team member. Health and safety is a separate

and significant part of every Board meeting and we

are constantly introducing new initiatives to further

improve the safety of our team at work. Positive

safety outcomes are achieved through a wide range

of management approaches with a focus on training,

continuous improvement and staff engagement.

Induction and training

New staff are inducted in all aspects of health and safety

when they commence employment. Managers and health and

safety representatives receive ongoing internal and external

training. External training includes NZQA accredited courses

that are operated by external health and safety specialists and

training providers.

Safety improvements

The process of identifying and eliminating hazards is core to

improving safety. Safety improvements are being made on a

daily basis across all parts of Scales’ business in an ongoing

effort to achieve zero harm at work.

As an example, the use of spot welds to improve traction

on ladder steps has led to a reduction in the

number of slips and resulting injuries on

our orchards.

Our people

Scales is extremely lucky to have a stable, experienced and hard-working

team of people. In return, we are committed to being an employer of choice,

developing our people’s skills and potential.

Scales Corporation Limited24
SUSTAINABILITY REPORT

Staff engagement

Staff are actively engaged and encouraged

to participate in health and safety

initiatives. The Your Extraordinary ideaS

(YES) programme run by Mr Apple is an

example of staff engagement leading to

the development of safety improvements.

Safety improvements suggested through

the YES programme are treated seriously

throughout the organisation and have

resulted in specific implementations

across the Group. For example, we have

implemented an initiative to remove

potentially hazardous gaps between

packing tables and conveyers in

the packhouse.

Employment

Scales employs over 600 permanent staff across our 10

operating entities. An additional 1,800 fixed term staff are

employed within the Horticulture division for periods of up to

7 months through the apple production cycle. Scales, through

Mr Apple, has long-term relationships with a large number

of these seasonal workers, resulting in them returning to the

Group for several years.

Maintaining a stable workforce and planning for growth

is a material issue for the horticulture sector. As one of the

largest employers in the region, we recognise that we have

a responsibility to train and develop the skill set of the local

community. This responsibility extends to creating bespoke

pathways to train workers without previous horticulture

experience and help find employment opportunities for those

who are out of work. To this end, our entities run a number of

programmes, which are touched on briefly below. We continue

to investigate ways to further improve the employment

opportunities they provide:

Apprenticeships

Mr Apple has a four-year apprenticeship programme offering

apprentices the opportunity to earn while they learn, studying

towards a National Certificate in Horticulture whilst in full-time

employment. In 2016, Mr Apple had 12 new apprentices.

Hua Initiative

Mr Apple has partnered with Hawke’s Bay Iwi Ngati

Kahungungu to actively recruit and develop employment

opportunities for whanau.

One of our staff members recruited through this initiative is

19 year old Te Atawhai Te Tomo, who joined Clive Orchard

in October 2016 after completing the Wairoa Waikaremoana

Youth Trust Program designed to introduce candidates into the

horticultural field.

Te Atawhai has become a valued member of Mr Apple,

working independently in re-development areas, post counts

and thinning. Te Atawhai aspires to attain her licence and to

be a competent tractor driver.

WINZ partnership

Mr Apple works together with WINZ to provide employment

readiness and job opportunities for local unemployed and

recently-released prisoners.

SEED Programme

Mr Apple has completed its fifth Year of the Seasonal

Employee/Employer Development (SEED) programme and

currently has 16 permanent staff recruited through this

programme who are on successful career pathways (see our

success stories on the following page).

Te Atawhai Te Tomo.

25Annual Report - Year Ended 31 December 2016
SUSTAINABILITY REPORT

Seeding success

Our SEED programme aims to create successful career pathways for new recruits.

Renee Makea – Renee started at Mr Apple in 2014, working

in the packing lanes and on our orchards. She subsequently

progressed to the position of Technician for Mr Apple’s largest

packhouse and most recently has been promoted to a Shift

Manager role. With the support of funding from the Ministry

of Social Development and in-work support from Mr Apple,

Renee has built an excellent career in the horticulture industry.


Annmarie Horn – Annmarie started work at Mr Apple in

2013 in a Validation role and also working on our orchards.

She progressed to Quality Supervisor and in 2016 Annmarie

was promoted to Packhouse Quality Manager. Recently she

travelled to Europe and spent a week in Spalding, England,

at Univeg, a large distribution centre. In 2015, Annmarie

completed a 10-week Dale Carnegie Leadership course and

won the highest award for achievement for the class.

Training

We invest in a wide range of training programmes to

upskill and develop our staff. Over 200 staff are in formal

training programmes including professional development,

National Certificate in Horticulture, driver training, numeracy

and literacy.

Community investment

We support a wide range of local community initiatives within

our operating entities. These investments include financial,

product and staff time contributions. Scales’ companies

are significant members of the Hawke’s Bay community in

particular. As a Group we are considering ways to further

enchance our contribution to the community.

Seasonal employment

The New Zealand horticulture sector is experiencing significant

growth. Undoubtedly this is positive for our staff and the

community, but meeting increasing peak seasonal labour

requirements is an increasing challenge. Whilst work for New

Zealanders and Hawke’s Bay residents is our first priority,

Mr Apple meets the balance of its workforce requirements

through its participation in the New Zealand Government’s

Recognised Seasonal Employer (RSE) scheme. In 2016, Mr

Apple employed 1,040 (2015: 914) RSE workers from 7 Pacific

nations, with an average work duration of 27 weeks.

Mr Apple has made significant investments in worker welfare,

accommodation, transportation and training to ensure the

success of the RSE scheme. Worker training includes leadership

development, financial literacy and driver training. RSE workers

are paid above minimum wage, at an average of $18.80

per hour compared to the minimum wage and holiday pay

of $16.47.

Worker welfare is recognised internationally as a material

issue for the horticulture sector and feedback from Scales’

stakeholders confirms this. Mr Apple is committed to

ensuring RSE workers are well looked after and that their

employment opportunities are optimised while in New

Zealand. Development initiatives include the identification of

future leaders and providing them with training in leadership,

supervision and management. Mr Apple ensures that all RSE

workers get a minimum of 30 hours work per week and

training in budgeting where appropriate.

Renee Makea.Annmarie Horn.

Scales Corporation Limited26
SUSTAINABILITY REPORT

Certification and auditing

Mr Apple meets a number of certification standards including

Global G.A.P, Tesco’s Nurture, Waitrose, British Retail

Consortium (BRC) and SEDEX certification standards.

These internationally-recognised standards cover a wide range

of good agricultural practices including pest and disease

management, environmental impact management, resource

use, soils management, landscape enhancement, health and

safety, and workers’ welfare. Certification to these standards is

verified though independent third-party external audits.

An extensive internal audit and monitoring programme is

continuously conducted by dedicated in-house teams to

ensure certifications are maintained and specific market and

customer requirements are being met. Within the Scales group

of companies a number of MPI and other quality-related

certifications are held by operating entities to meet market and

customer requirements.

Marketplace

Meeting Market and Customer Requirements

Market and customer requirements for safe food, and the demand for transparent

information about environmental and social impacts of food production methods,

are increasing. Our operating entities are meeting these requirements through

internationally-recognised certifications, the development of world-class traceability

systems and best-practice management approaches.

Traceability systems

Our operating entities have developed world-class traceability

systems that enable the accurate identification and tracking of

products from source to end consumer. One system, the MAX

system, is proprietary to Scales having been developed by Mr

Apple and a third party software developer.

The traceability systems are useful for product management

and are vital in streamlining the process of meeting market

and customer audit requirements. As an example, a carton of

apples in a UK supermarket can be traced back to an individual

bay in a Mr Apple orchard in the Hawke’s Bay. Data available

from the system includes: how that apple was grown; which

sprays were used and when; on what date the apple was

picked and its storage and transport history to market.

Spray use and residues

The use of chemical sprays to control pests and diseases and

maintain food safety is a market requirement. Mr Apple meets

specific spray use and residue requirements for different

markets and for individual customers. A comprehensive range

of management strategies are used by Mr Apple to minimise

spray use and target application for greatest efficacy.

Encouraging natural predators, using pheromone controls and

adjusting spray application timing to suit localised conditions

are all part of an integrated approach to pest management.

Ongoing investments in technology (such as the Billy spray

management application and Quantum Mist sprayers) and

training are also helping to deliver better spraying techniques

and reduced chemical application rates per hectare.

In many cases, the requirements of our customers are

significantly stricter than the regulatory frameworks in which

our customers operate. For example, one of the major

supermarkets in the EU requires that any spray residue found

on fruit is 70 per cent lower than the regulatory level set in

the EU.

27Annual Report - Year Ended 31 December 2016
SUSTAINABILITY REPORT

Water conservation

Water use is a material focus for our Horticulture division.

All water use on Mr Apple orchards is metered and

achieved 100 per cent compliance with the consented

caps set by the Regional Council. Extensive soil moisture

testing and water-saving irrigation technology is used to

optimise water use, delivering water only when and where

it’s needed.

Our water conservation efforts also extend beyond the

Horticulture division with rainwater harvesting at the

new Wiri coldstore in Auckland saving the equivalent of

approximately 2.5 Olympic-sized swimming pools in water

in 2016.

Energy efficiency

Our operating entities use over 70,000 megawatt hours of

electricity per year, the majority in the coldstore operations.

In line with our energy policy, we are committed to the

continuous improvement of the energy performance

of each business. This is an essential part of our overall

drive to exceed best-practice, improve productivity and

enhance competitiveness.

Our environment

Looking after our environment

As a food producer, food storage, and logistics business, we have a strong awareness

of our environmental impacts and the need to protect and enhance the natural systems

and resources on which it depends. Three key environmental focus areas for us are

water conservation, energy efficiency and waste minimisation.

We are committed to reducing energy intensity by 2.5 per

cent per annum and we have made significant investments

in control, management and monitoring systems for our

coldstore businesses. The investment in energy efficiency is

yielding positive results with a 25 per cent reduction in one

of our largest coldstores (the Whakatu Coldstores E Block in

Whakatu, Hawke’s Bay) since 2012.

Waste minimisation

Initiatives to minimise and eliminate waste have been

implemented throughout our operating entities including

recycling, re-use, repair systems and waste avoidance

strategies. The use of recycled content in packaging is

increasing and Mr Apple orchards are members of the

New Zealand AgRecovery programme which focusses

on the recovery of products specific to agricultural and

horticultural sectors.

Photo by Trevor Plunkett, Mr Apple

Divisional
Overview

In this section we examine the divisional performance and key drivers of
Scales’ three trading divisions. As before, we focus on the underlying financial

performance of our business divisions, which excludes certain one-off or non-cash

IFRS year-end adjustments. Where such adjustments have been made we identify

the quantum.

Horticulture

Our Horticulture division primarily comprises:

• Mr Apple, New Zealand’s largest fully vertically integrated apple business, based in Hawke’s Bay

• a 73 per cent stake in Fern Ridge, a fresh produce exporter in Hawke’s Bay

• Longview, a standalone Hawke’s Bay grower, packer and marketer of apples, acquired in November 2016.

Post-Harvest

(Packing/

Coolstorage)

Orchards/

Leases

Total grown

volume

~3.8m TCEs

Total export

volume ~5.9m

TCEs

Marketing

(Hawke’s Bay & Nelson):

• Mr Apple: ~1,100k TCEs (about 60 per cent in Hawke’s Bay, 40 per cent in Nelson).

• Fern Ridge: ~700k TCEs (all major growing regions).

• Longview: ~300k TCEs (all from the Hawke’s Bay). Longview’s previous shareholders (representing >50 per

cent of this volume) have committed to supply for a 1-3 year period as part of the transaction.

~4,700k TCEs

marketed

globally

~4,300k TCEs

packed and

stored

1,045ha planted

orchard yielding

3,550k TCEs

~700k TCEs

marketed

globally

~530k TCEs

marketed

globally

~85 planted

orchard yielding

~230k TCEs

~530k TCEs

packed and

stored

Longview

+ acquired orchards

Independent

Growers

Includes

Independent

Growers

Includes

Independent

Growers

Includes

Independent

Growers

Includes

Independent

Growers

29Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

Mr Apple

Fern Ridge

With the addition of Longview and Fern Ridge, Scales’
Horticulture division is expected to handle more than

25 per cent of New Zealand’s total apple crop.

We are pleased to present a very strong performance from our Horticulture division. During 2016:

The division achieved an Underlying EBITDA of $45.3 million, 13 per cent above last year.

Mr Apple sold 4.77 million TCEs to more than 150 customers in approximately 40 countries.

Including Fern Ridge, the Horticulture division

11

sold nearly 5.5 million TCEs.

In this section we provide additional detail and insight into our Horticulture

division, the largest division within the Scales group. During 2016 we launched

our new marketing campaign, which focuses on a 5-point promise - Pure Place,

Pure Expertise, Pure Control, Pure Safety, Pure Delight. Elements of the market

campaign are captured in the following pages. The 5-point promise reflects the

5-point star that can be seen if an apple is cut perpendicular to the core.

Orchard Redevelopment

Orchard redevelopment has been a major strategy

for the division over the last 9 years, with a

significant investment being made. This investment

has seen large portions of our orchards, and

orchards that we have acquired, being redeveloped

into premium varieties targeted at Asian and Middle

Eastern consumers.

Large areas of orchard that were redeveloped

between 2011 and 2012 especially are now reaching

full maturity.

We continue to review opportunities for

redevelopment. Every variety in every orchard is

measured from a profitability perspective. We review

yield (which is a function of orchard management,

tree spacing, and the suitability of growing

conditions for the variety being grown), costs, and

profitability on a granular level.

Low or under-performing orchards will be marked

for redevelopment. New orchard development will

be focused on new and exciting varieties for which

Mr Apple has proprietary rights.

11

The acquisition of Longview was made after the 2016 apple season had ended.

Scales Corporation Limited30

DIVISIONAL OVERVIEW

Apple Varieties and Brands
Mr Apple is all about the apple. As a result, it has a large

range of traditional and new premium varieties, with

different characteristics and quality grades to meet customer

requirements and price points.

The introduction of new apple varieties is extremely important

to the Horticulture division. We have partnered with two other

large New Zealand apple growers to form Fruitcraft

®

to secure

proprietary rights to new apple varieties and pool resources

to market those new varieties. Through Fruitcraft

®

we have

developed four new apple brands:

• Dazzle

®

. Launched in December 2016, Dazzle

®

is a big,

highly coloured and very sweet apple, targeted towards

the Asian market. It was developed by Prevar Limited, with

the worldwide master licensing rights for production and

marketing granted to Fruitcraft

®

.

• The very best of the best Fuji apples can be marketed under

the Diva

®

brand. Diva

®

is targeted at consumers in Asia

and the Middle East where it commands a premium price.

• An early season pink to bright red apple with a sweet

honey flavour.

• A highly productive, large, full-red apple that also matures

early in the season.

Unlike Dazzle

®

, the latter two brands have yet to have their full

marketing launches. These brands must be marketed through

either Mr Apple or one of our partner apple growers.

Markets

In 2016 we sold apples to more than 150 customers in

approximately 40 countries. Sales to Asia and the Middle East

accounted for 53 per cent of all sales in 2016.

The increased significance of Asia and the Middle East is

considerable. National data from 2005 shows that only 14 per

cent of New Zealand’s apple exports went to Asia

12

. Increased

sales to Asia has come at the expense of sales to the UK and

Europe. Where these markets once accounted for 72 per cent

of New Zealand exports, Mr Apple sells only 40 per cent of its

fruit to these markets today.

The increase in sales to Asia and the Middle East reflects

changes in the trading terms that we have with these countries

(for example various free trade agreements entered into by

our respective governments), geopolitical developments, and

conscious orchard development focused on varieties that

appeal to consumers in those markets.

Asia and the Middle East are expected to continue to be key

markets for us and we will continue to focus innovation and

development towards opportunities in the region. This reflects:

• The large population in the region.

• A proven propensity to consume apples (China consumers

are one of, if not, the highest per capita consumers of

apples in the world).

• Local apple production is limited either due to

alternative land uses or a climate that is not suitable for

growing apples.

• Market proximity enabling faster shipping and lower

distribution costs.

• A diversity of markets and customers within each market

enabling adequate returns.

As our orchard continues to mature, and as the Longview

orchard is integrated into our business, we expect to continue

to increase our sales to this region.

12

Source: Coriolis Research, NZ Pipfruit Overview, 2006.

Asia & Middle

East 53%

North

America

7%

UK

10%

Europe

30%

Asia & Middle

East 53%

North

America

5%

UK

13%

Europe

29%

2015

Mr Apple - Sales by Region (TCEs)

2016

Asia & Middle

East 53%

North

America

7%

UK

10%

Europe

30%

Asia & Middle

East 53%

North

America

5%

UK

13%

Europe

29%

31Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

DIVISIONAL OVERVIEW
Scales Corporation Limited 32

Horticulture - To China and Beyond

China has been identified as a key export market for Mr Apple

going forward:

• There is currently no dominant apple brand in the China

market, providing an opportunity for Mr Apple to take a

leadership role.

• Technology has opened up new routes to market for

the sale of produce in China. In addition to traditional

wholesale sales, technology and the internet enable us to

sell directly to retailers as well as selling online.

We have undertaken significant field research to understand

the buying and eating habits of consumers in the China

market. This research has been instrumental in informing

how we should be marketing and branding our apples to

optimise uptake.

We have also been evolving the way we market ourselves.

Our initial marketing focus was a business-to-business focus

to maximise our appeal to wholesalers and retailers. Key

points of difference relate to increasing foot traffic and sales

volumes by stocking our apples. The next step in our branding

development is to appeal directly to consumers. This has led

to the evolved branding line “every bite ... pure delight” with

a focus on the quality and traceability of New Zealand apples

that are ready to eat straight from the tree.

Between our apple varieties, market focus, and shareholder

partner we are hoping to develop traction in the China market

over the years to come.

Summary

2016 was an exciting year in the Horticulture division’s

development. Not only did we meet a production target that

we had set for 2020, but the business was notably expanded

both through our increased share in Fern Ridge as well as

the acquisition of Longview near the end of the year. The

Longview acquisition and investments we have been making in

branding reinforce our position as a serious and credible global

apple exporter.

Financial Performance and Key Operating Statistics
Summary Performance

The table below shows the financial performance of our Horticulture division for 2016 and 2015 (restated):

Horticulture

$’000

20162015

(Restated)

Revenue230,077 178,126

Underlying Cost of Sales(162,684)(113,507)

Underlying Gross Margin67,393 64,619

Underlying Gross Margin %29%36%

Other income, administration and operating expenses(22,054)(25,441)

Underlying Mr Apple EBITDA 43,636 39,178

Underlying Fern Ridge EBITDA 2,114 -

Underlying Longview EBITDA (411) -

Share of Fern Ridge net profit - 814

Underlying Horticulture EBITDA45,339 39,992

Depreciation and amortisation(6,228)(5,791)

Underlying Horticulture EBIT39,111 34,201

IFRS impacts(81)1,632

Horticulture EBITDA45,258 41,624

Horticulture EBIT39,030 35,833

Capital employed143,380 100,221

Return on capital employed

13

28%34%

NB. The table above includes 100 per cent of the EBITDA contribution from Fern Ridge. Approximately 27 per cent of Fern Ridge is

owned by minority shareholders. We record a minority interest of $0.4 million in our group results reflecting their share of tax paid

profit from Fern Ridge.

DIVISIONAL OVERVIEW

Our Horticulture division delivered

another strong performance during

2016. Revenue was 29 per cent ahead

of 2015, reflecting a larger crop and the

consolidation of Fern Ridge revenues

(approximately $35 million), whilst the

gross margin percentage was down

primarily due to the consolidation of

Fern Ridge’s low margin activities.

As a result of our increased shareholding, as of January 2016

Fern Ridge became a subsidiary of the group and rather than

equity accounting for 50 per cent of net profit after tax, 100

per cent of Fern Ridge’s revenues and costs are consolidated

into the group with a minority interest deducted.

Both sales volumes and average prices were above 2015 levels

and this, together with efficiencies in our packhouse, resulted

in an Underlying EBITDA that was 13 per cent ahead of 2015.

This includes:

• An 11 per cent increase in Underlying EBITDA from

Mr Apple.

• An EBITDA of $2.1 million from Fern Ridge, which

represents another successful year from that operation.

• A small loss from Longview due to the timing of our

acquisition (this loss relates to certain preparatory costs

associated with readying the business for the upcoming

2017 harvest). Longview’s results will be consolidated

within Mr Apple during 2017.

Non-cash IFRS adjustments, before tax, in 2016 relate to

revaluation of foreign exchange contracts and fair value

gains on unharvested produce (mostly relating to the initial

application of the new accounting policy outlined above).

We note that the two impacts largely offset one another to

create a net impact of -$0.1 million.

Non-cash IFRS adjustments of $1.6 million in 2015 (restated)

relate to revaluation of foreign exchange contracts.

Note that gains and losses on foreign exchange contracts

closed out during the year are a normal part of our business

and are included in the calculation of Underlying EBITDA.

13

Due to the timing of the acquisition, Longview has been excluded from the calculation of 2016 Horticulture ROCE.

33Annual Report - Year Ended 31 December 2016

Orchard Statistics
2016201520142013201220112010

Orchard

Total planted orchard (at time of harvest)*Ha.1,0421,0521,0371,028852803802

Fully mature equivalent planted orchardHa.922902871858716703684

Apples picked (Mr Apple orchards)TCE 000s4,3604,4333,6683,8902,9213,1682,701

Apples packed (Mr Apple + external

growers (Hawke’s Bay))TCE 000s4,1503,8093,3273,4192,7862,7212,431

Exported volume

Mr AppleTCE 000s3,5463,1552,7522,8332,1442,0011,868

External growersTCE 000s1,1871,0191,2181,3401,5001,6821,429

TotalTCE 000s4,7334,1743,9704,1733,6443,6833,297

Mr Apple ‘packout’ %%81%71%75%73%73%63%69%

Total NZ productionTCE 000s19,34618,36017,25917,77615,83616,90414,749

Mr Apple own grown volume share of NZ

production%18.3%17.2%15.9%15.9%13.5%11.8%12.7%

*Planted orchard at the end of the year, including Longview orchards and orchards acquired through the Longview transaction, was 1,144 hectares.

More than half a billion apples were picked this year from over 1,042 hectares of Mr Apple’s planted apple orchard. This equates to

a gross production of 4.36 million TCEs (on average there were 116 apples in a TCE) from which 3.55 million TCEs were exported.

Production from our owned and leased orchards accounted for 18.3 per cent of the national crop, up from 17.2 per cent in 2015.

The following tables highlight various Key Operating Statistics that we monitor and report against.

Scales Corporation Limited34

DIVISIONAL OVERVIEW

Consistency and traceability is key to our operations.
Volumes and Prices

The table below shows volumes and prices (on a NZD FOB basis) for 2016 and 2015:

Varietal Performance - Mr Apple Volumes

Volumes by Variety (TCE 000s)20162015

Premium Varieties

NZ Queen

343214

Pink Lady

301282

Red Sports (Fuji and Royal Gala)

866831

Other

147127

Total

1,6571,454

Growth

14%40%

% premium

47%46%

Traditional Varieties

Braeburn

735705

Royal Gala

516475

Other

638521

Total

1,8891,701

Growth

11%(1%)

Total Mr Apple owned and leased orchards3,5463,155

Growth

12%15%

Prices by Variety (NZD / TCE (FOB))

Weighted average price for premium varieties

37.437.8

Weighted average price for traditional varieties

29.328.0

Total weighted average price

33.132.5

Pure Control

35Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

20162015
NZD:USD0.700.73

NZD:EUR0.600.60

NZD:GBP0.470.48

NZD:CAD

0.86

0.86


Premium varieties

During 2016 we exported 1.66 million TCEs of premium fruit, an increase of 14 per cent, as we benefited from the maturing of

recently developed orchards together with an investment in reflective foil to improve apple colour.

The weighted average price achieved for our premium apples of $37.40 continues to be a solid result for our premium apples which

are now nearly accounting for 50 per cent of our apple volume. A decrease on the weighted average 2015 price is explained by

changes in varietal and market mix, movements in exchanges rates, changes in the in-market costs to sell, and the clearing price

for apples.

Traditional varieties

During 2016 we achieved an 11 per cent increase in the export of traditional varieties, from 1.70 million TCEs to

1.89 million TCEs. This volume includes a large increase in higher value traditional varieties (Fuji and Jazz) in turn

driving an increase in the weighted average selling price for traditional apples.

Exchange Rates

The table below summarises weighted average exchange rates for 2016 and 2015.

All rates were generally in line with 2015 reflecting our hedged position and general rate movements. Foreign

exchange exposure continues to be managed, with all efforts made to lock in favourable movements in rates and

thus minimise the impact of sudden changes on a year to year basis.

3,500

3,000

2,500

2,000

1,500

1,000

500

0

2010201120122013201420152016

4,000

Other Premium

Red Sports (Fuji and Royal Gala)

Pink Lady

NZ Queen

Other Traditional

Royal Gala

Braeburn

Volumes by Variety (TCE 000s)

Volumes and Prices (continued)

Scales Corporation Limited36

DIVISIONAL OVERVIEW

2017 Outlook
The team at Mr Apple is working hard to ensure that the brand is given

the prominence that it deserves, particularly in the Asian and Middle

Eastern markets. And the addition of Longview to the Scales portfolio

provides further exciting opportunities for the company in 2017.

Key highlights for 2017:

Gross production is expected to be higher than 2016 with the addition of Longview volumes and

ongoing orchard maturity. However we are assuming that packout rates return to longer term

averages which will result in an overall export volume that is in line with 2016 volumes.

Marketing and branding effort will be continued in China and other Asian countries, in order to

capitalise on the opportunities those markets bring.

Foreign exchange rates have moved against us. Whilst we have some level of protection from

exchange rate contracts taken out in previous periods, after several years of positive exchange rate

movements, at current levels the rates will be a headwind for the business post 2017.

37Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

Coldstores
$12.6m

77%

Liqueo

$1.8m

11%

Scales Logistics

$1.9m

12%

Storage & Logistics

Polarcold and Waikato Coldstores - specialists in controlled temperature storage and warehousing, with

facilities in Auckland, Waikato, Hawke’s Bay, Timaru, Christchurch and Dunedin. Our coldstore businesses

have total temperature controlled storage capacity of over 780,000m³, making us the largest independent

providers of temperature controlled storage in New Zealand

14

.

Scales Logistics – leaders in ocean freight services to exporters and importers of perishable products

including fish, fruit and vegetables. With offices in Christchurch, Tauranga and the Hawke’s Bay, Scales

Logistics specialises in providing tailored international freight services and all land-side services for import

and export transportation.

Balance Cargo – provides air freight services, including a purpose built chiller and warehousing facilities.

Balance Cargo was formed in 2012 as part of Scales Logistics and is based in Christchurch.

Liqueo Bulk Storage - operates bulk liquid storage terminals with a total capacity of approximately 20,300

tonnes for the storage of tallow, edible and non-edible oils, liquid stock foods and liquid waste products.

It has direct ship to shore loading / unloading capability at the Ports of Timaru and Napier.

14

Whakatu Coldstores managed a facility in Wellington under contract during 2016. Damage caused by the Wellington earthquake in

November 2016 has caused this facility to close in 2017.

20162015

Coldstores

$11.7m

72%

Liqueo

$2.3m

14%

Scales Logistics

$2.3m

14%

Divisional Components of EBITDA ($ millions)

The range of services provided by the Storage & Logistics

division gives our customers end-to-end confidence that their

product will arrive fresh, on time, and complying with all

relevant import rules and regulations.

Our Storage & Logistics division is characterised by extremely

high barriers to entry. Whilst we will experience some

movement from year to year due to the timing of the various

primary sector production seasons (concentrated around

the New Zealand summer), and the average duration goods

remain in store, over an extended period this division has

delivered consistent earnings. During 2016 our coldstore

activities were impacted by higher turnaround cycles, a slow start

to the production season at the end of the year, and the exit of

some customers. As mentioned, we are conducting a review of

our activities to understand if any changes to our activities are

required. As a whole, the profitability of the Storage & Logistics

division shows strong consistency.

As shown in the chart below, the storage components of the

business (being the coldstorage and bulk liquid storage business)

collectively make up 86 per cent of the divisional EBITDA:

Our Storage & Logistics division provides an end-to-end solution for

our customers’ perishable produce. The division comprises:

Scales Corporation Limited38

DIVISIONAL OVERVIEW

Financial Performance
The table below outlines Key Performance Indicators and the summarised financial performance for the

Storage & Logistics division:

Storage & Logistics

20162015

Key Operational Metrics

Polarcold and Whakatu Coldstores

Total available refrigerated coldstore space

(at end of year)m3 000s780.4 721.6

Liqueo

Installed capacity of all tanksMT20,308 22,500

Scales Logistics

TEUs shippedTEUs24,713 21,125

Airfreight tonnes managedMT3,3062,832

Profitability ($’000)

Revenue108,383 95,622

Cost of sales(70,221)(61,541)

Gross Margin38,162 34,081

Gross Margin %35%36%

Administration, operating expenses and other gains

and losses(21,962)(17,787)

Underlying EBITDA

Coldstores11,660 12,584

Liqueo2,283 1,761

Scales Logistics2,257 1,931

Underlying Storage & Logistics EBITDA16,200 16,276

Depreciation and amortisation(5,330)(4,993)

Underlying Storage & Logistics EBIT10,870 11,283

IFRS foreign exchange hedge revaluations(18)18

Storage & Logistics EBITDA16,18216,294

Storage & Logistics EBIT10,85211,301

Capital employed98,10583,809

Return on capital employed

11%13%

Divisional Developments

During 2016, the Storage & Logistics division obtained the

benefit of a full year of trading from a number of initiatives or

acquisitions undertaken in 2015:

• The Auckland coldstore, which opened in November 2015.

We are experiencing strong demand from FMCG customers

in Auckland and anticipate a ‘mature’ contribution from

this store in 2017.

• Liqueo obtained the benefit of additional revenues and

increased space from the upgrade of the Timaru facility,

the 20 year contract for the storage of edible oils and the

acquisition of the Ahuriri (Napier) bulk liquid processing

operation (August 2015). These factors contributed to a

meaningful uplift in contribution from Liqueo.

• The division continued the roll out of its highly

successful coldstore software system. This software

upgrade is expected to be completed in 2017 and

will enable the entire group to provide storage

solutions to FMCG customers.

• Scales Logistics continued its journey of strong

organic growth. TEUs shipped and airfreight tonnes

handled were both up by 17 per cent on 2015 levels

resulting in a record contribution from this operation.

This reflects increased trade from captive customers

(Mr Apple and Meateor), good apple volumes in

2016, and the acquisition of new customers.

39Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

Food Ingredients
Divisional Developments

Meateor provides ingredients used in the increasingly lucrative

petfood industry, an industry that was estimated to be worth

~US$75 billion in 2016, an increase of 4.8 per cent over 2015

15

.

During 2016, we continued to build on opportunities in alternative

proteins (i.e. meat other than New Zealand lamb), including the

ongoing development of our Australian partnership and extended

protein options from New Zealand suppliers.

Profruit sells its juice concentrate to customers in New Zealand,

Australia, USA and a growing number of Asian countries. Profruit

extracts a premium for its juice concentrate due to being 100 per

cent New Zealand made and to very high quality specifications.

15

Petfoodindustry.com, ‘Global pet food sales update: ending 2016 on a high note’

(3 January 2017).

In aggregate, the division delivered $16.2m in Underlying

EBITDA, 0.5 per cent below 2015. Both Liqueo and Scales

Logistics delivered solid growth in EBITDA whilst the

contribution from our Coldstore operations was lower than

anticipated reflecting external factors described above. In

aggregate the group delivered another highly consistent

outcome building on the strong storage and logistics platform

that we have created.

2017 Outlook

The Storage & Logistics division is well

positioned. We expect that the 2017

result will improve upon 2016 as the

performance from Coldstores returns to

longer run levels.

Meateor – a processor and marketer of pet food ingredients for the global pet food industry. It

operates processing plants in Whakatu and Dunedin with a combined processing capacity of more

than 30,000 metric tonnes a year.

Profruit – a 50 per cent owned manufacturer of high quality apple, kiwifruit and pear juice

concentrates, located in Hawke’s Bay.

Our Food Ingredients division converts agricultural by-products

into valuable food commodities. It comprises two businesses

that complement Scales’ other businesses:

Storage & Logistics (continued)

Scales Corporation Limited40

DIVISIONAL OVERVIEW

Other highlights of this result include:
• Meateor delivered an Underlying EBITDA that was 24 per

cent higher than 2015 reflecting increased volumes and

scale efficiencies:

–Sales volumes (nearly 23,000 MT) represents a new

record for the business, an indication that the team

is successfully executing on their strategy to diversify

protein sources.

–The increased volume was largely handled by the same

overhead and infrastructure as we had in place during

2015, resulting in efficiencies.

• Our share of earnings from juice concentrate manufacturer,

Profruit, was 11 per cent ahead of 2015.

–Profruit processed 47,481 MT of apple and kiwifruit for

the 2016 year. Considering the later start to the season

(processing started on 21 March, more than two weeks

later than normal) and a higher proportion of kiwifruit

(which is slower to process) the 2016 season was an

outstanding processing season for Profruit.

–Total sale volumes of 5.7 million litres is a strong

result with higher levels of kiwifruit volumes sold and

processed making up for lower apple volumes reflecting

the favourable apple growing conditions in 2016.

2017 Outlook

Once again our Food Ingredients division

produced an excellent result, setting the

bar even higher for future years.

We continue to review ways that we can

offer our customers a competitive edge

through innovation and we are exploring

a number of opportunities to continue

the growth of this division in the future.

Food Ingredients

20162015

Key Operational Metrics

Meateor - Sales volumes (MT) 22,97120,220

Profruit - Sales volumes (thousands of litres)5,7126,117

Profitability ($’000)

Meateor revenue58,038 48,570

Meateor cost of sales(47,766)(39,984)

Gross Margin10,272 8,586

Gross Margin %18%18%

Administration, operating expenses and other gains and losses(2,702)(2,486)

Underlying Meateor EBITDA7,570 6,099

Share of Profruit net profit1,612 1,454

Underlying Food Ingredients EBITDA9,182 7,554

Depreciation and amortisation(503)(499)

Underlying Food Ingredients EBIT8,679 7,054

IFRS foreign exchange hedge revaluations(166)109

Food Ingredients EBITDA9,016 7,663

Food Ingredients EBIT8,513 7,163

Capital employed16,525 14,391

Return on capital employed53%49%

Financial Performance

This division continued its excellent growth curve by producing an Underlying EBITDA of $9.2 million, 22 per cent ahead

of 2015:

41Annual Report - Year Ended 31 December 2016

DIVISIONAL OVERVIEW

Leadership
Profiles

LEADERSHIP PROFILES

Jon Mayson, Non-Executive Independent Chairman

Jon was elected to the Board as Chairman in 2012, having

previously been appointed Chairman of Scales’ Storage &

Logistics division. Jon was the CEO of the Port of Tauranga

from 1997 to 2005 and oversaw the Port’s expansion

to become New Zealand’s largest export port. He is also

Chairman of Ziwipeak Limited, Martin Aircraft Company

Limited and Titanium Technologies New Zealand, and was

previously Chairman of New Zealand Trade and Enterprise.

Jon is also a Director of Ports of Auckland Limited, Te Arawa

Group Holdings Limited and Chiefs Rugby Club GP Limited.

He was made a Companion of the New Zealand Order

of Merit (CNZM) in 2006 for his services to the shipping

industry and export. Jon is a member of Scales’ Nominations

and Remuneration Committee.

Board of Directors (as at 17 March 2017)

Andy Borland, Executive Director

Andy joined Scales in 2007 and became Managing Director

in 2011. Prior to joining Scales he had a 20 year career in

banking, with his final role being Head of Corporate at

Westpac New Zealand. Andy has overall responsibility for the

strategic direction and day-to-day management of Scales. In

addition to his directorships of the Group, Andy is currently a

Chairman of Akaroa Salmon Limited, Primary Collaboration

New Zealand Limited and Primary Collaboration New Zealand

(Shanghai) Co. Limited, and is a Director of apple and pear

industry body Pipfruit New Zealand Incorporated, George

H Investments Limited, Rabobank New Zealand Limited,

Rabobank Australia Limited and Rabo Australia Limited.

Andy also has an involvement with Central Otago deer

and beef cattle breeding and fattening farming company

Loganbrae Limited.

Tim Goodacre, Non-Executive Independent Deputy

Chairman

Tim was elected to the Board in 2014, having been appointed

Chairman of Scales’ Horticulture division in 2012. He has been

involved in agribusiness for nearly forty years and was CEO

of Zespri International from 2003 to 2007. Tim is currently:

Chairman of The Nutritious Kiwifruit Company Limited,

which is a consortium of New Zealand kiwi fruit suppliers

selling under a new single brand based around nutrition and

health on the Australian market; Director of Prevar Limited,

an Australian and New Zealand joint venture apple and

pear industry company, supporting the development and

commercialisation of new apple and pear varieties; Director

of Nagambie Healthcare, a community hospital and aged care

facility, based in regional Victoria, Australia; and Director of

Featherston Resources Limited. Tim is a member of Scales’

Nominations and Remuneration Committee.

Scales Corporation Limited42

Nick Harris, Non-Executive Independent Director
Nick was elected to the Board in 2014, having been appointed

a Director of both Scales’ Storage & Logistics division and

Meateor in 2012. Nick was previously the Managing Director,

and was one of the founding shareholders of Hellers Limited,

New Zealand’s largest bacon, ham and small goods company.

Nick is a shareholder and Director of several private companies.

He also chairs Enterprise North Canterbury Trust and is Deputy

Chairman of the Canterbury Hockey Association. Nick is a

member of Scales’ Audit and Risk Management Committee.

Mark Hutton, Non-Executive Independent Director

Mark was elected to the Board in 2011. He is a founding

partner of Direct Capital. Mark has a background in private

equity, specialising in portfolio management with a focus

on strategy, growth and capital funding. Mark is currently a

Director of a number of Direct Capital entities and portfolio

companies including George H Investments Limited and Hiway

Group Limited. Mark is also a Director of dual listed (NZX

and ASX), New Zealand King Salmon Investments Limited.

Mark is Chairman of Scales’ Nominations and Remuneration

Committee and is a member of Scales’ Audit and Risk

Management Committee.

Alan Isaac, Non-Executive Independent Director

Alan was elected to the Board in 2014. Alan was the President

of the International Cricket Council until June 2014 and

is currently Chairman of McGrathNicol and Partners NZ, a

Director of Opus International Consultants Limited, AKA

Investments Limited, Murray Capital General Partner Limited,

New Zealand Vault Limited, Rakaia Investments Limited,

Fliway Group Limited, Oceania Healthcare (NZ) Limited and

Skellerup Holdings Limited. In addition, he is the Chairman of

or advisor to a number of independent committees. Alan has

an extensive background in the accounting and finance field

and is a former National Chairman of KPMG. He was made

a Companion of the New Zealand Order of Merit (CNZM) in

2013 for services to cricket and business. Alan is Chairman of

Scales’ Audit and Risk Management Committee.

Weiyong Wang, Non-Executive Director

Mr Wang was appointed to the Board in June 2016. He is the

CEO, and a Director, of China Resources Ng Fung Limited and

its holding company, China Resources Enterprise, Limited.

Mr Wang joined the China Resources National Corporation in

1988, and holds a Bachelor of Science degree and a Bachelor’s

degree in Management Science from the University of Science

and Technology of China, as well as a Master’s degree in

Engineering from Tsinghua University. He has extensive

experience in strategic planning and corporate management.

43Annual Report - Year Ended 31 December 2016

LEADERSHIP PROFILES

Andy Borland, Managing Director
Andy joined Scales in 2007 and became Managing Director in

2011. Andy’s full biography is set out above.

Steve Kennelly, Chief Financial Officer

Steve has been with Scales since 1993 in a variety of

accounting and financial roles. As CFO, Steve is responsible for

finance, funding, legal, company secretarial and information

technology. Steve is a member of Chartered Accountants

Australia and New Zealand.

Andrew van Workum, CEO Mr Apple

Andrew has worked in the apple industry for over 30 years. He

joined Mr Apple at its inception in 2001 and prior to that was

General Manager of Mr Apple’s predecessor, Grocorp Pacific

Limited, where he worked for 16 years. He has extensive

experience in the production aspects of the apple industry, and

was previously a Director of Pipfruit New Zealand.

Stephen Foote, CEO Whakatu Coldstores and Polarcold

Stephen has been with the Whakatu Coldstores’ group of

companies in various management roles for 23 years. Prior to

joining Whakatu Coldstores, Stephen worked for Dominion

Breweries and had interests in orcharding in Hawke’s Bay.

John Sainsbury, CEO Meateor

John has been with Meateor in various management roles

for the last 16 years. Prior to that, John worked in senior

management, marketing and operational roles in the United

States. John was appointed CEO of Meateor Foods in

March 2015.

Kent Ritchie, CEO Scales Logistics

Kent joined Scales in 1998, and has spent over 30 years in the

shipping industry. He has been involved in setting up shipping

services from New Zealand, has experience in all aspects of

the transport industry and has led Scales’ expansion into the

logistics arena.

Kevin Cahill, Executive Director Liqueo

Kevin joined the staff of Polarcold in 1978 as Works Manager,

when the company was known as SC Co-op Cool Stores

Limited. Kevin was previously the CEO of Polarcold and Liqueo,

retiring from his position as CEO of Polarcold in May 2015,

having spent 37 years with the company.

Management Profiles

Leadership Profiles (continued)

LEADERSHIP PROFILES

Scales Corporation Limited 44

45Annual Report - Year Ended 31 December 2016

Financial
Statements

Contents
Comprehensive income 48

The income earned and operating expenditure incurred

by the Scales Group during the financial year (profit or

loss) followed by the other comprehensive income that

is taken to reserves in equity.

Changes in equity 49

The opening balance, details of movements during

the year and the balance of each component of

shareholders’ equity at the end of the financial year.

Financial position 50

The Scales Group assets, liabilities and equity at the

end of the financial year.

Cash flows 51

Cash generated and used in the operating, investing

and financing activities of the Scales Group.

Notes to the financial statements

About this report 53

A. Segment information 55

B. Financial performance 57

B1. Revenue

B2. Cost of sales, administration and

operating expenses

B3. Other income and losses

B4. Finance cost

B5. Taxation

B6. Foreign currency transactions

C. Key assets 61

C1. Property, plant and equipment

C2. Unharvested agricultural produce

C3. Investments accounted for using the

equity method

C4. Goodwill

C5. Inventories

C6. Impairment of assets

D. Capital funding 66

D1. Share capital

D2. Reserves

D3. Dividends

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities 68

E1. Trade and other receivables

E2. Other financial assets

E3. Trade and other payables

E4. Borrowings

E5. Other financial liabilities

E6. Interest rate risk

E7. Foreign currency risk

E8. Categories of financial instruments

E9. Maturity profile of financial liabilities

F. Group structure 73

F1. Subsidiary companies

F2. Acquisition of subsidiaries

F3. Investments accounted for using the

equity method

G. Other 76

G1. Capital commitments

G2. Operating lease commitments

G3. Related party disclosures

G4. Events occurring after balance date

H. Adoption of amended

accounting standards

and resulting restatement 78

47Annual Report - Year Ended 31 December 2016

FINANCIAL STATEMENTS

Scales Corporation Limited48
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2016

20162015

NOTE$’000

$’000

(Restated)

RevenueB1

373,927301,410

Cost of salesB2

(257,038) (194,142)


116,889 107,268

Share of profi ts of entities accounted for using the equity method

C3

1,612 2,268

Other incomeB3

2751,946

Administration and operating expensesB2

(50,197) (48,486)

Other lossesB3 (1,258) -

EBITDA

67,321 62,996

Amortisation

(661) (1,088)

Depreciation

C1 (11,438) (10,243)

EBIT

55,222 51,665

Finance revenue

167 185

Finance costB4

(2,533) (2,801)

PROFIT BEFORE INCOME TAX EXPENSE

52,856 49,049

Income tax expense B5

14,678 13,155

PROFIT FOR THE YEAR 38,178 35,894

OTHER COMPREHENSIVE INCOME

Items that may be reclassifi ed subsequently to profi t or loss:

Gain (loss) on cash fl ow hedges


9,382 (8)

Income tax relating to cash fl ow hedges

(2,627) (27)

6,755 (35)

Items that will not be reclassifi ed to profi t or loss:

Revaluation of land and buildings


26,945-

Income tax relating to buildings (3,041)-

Revaluation of apple trees 11,839-

Income tax relating to apple trees (3,315)-

32,428-

OTHER COMPREHENSIVE INCOME (LOSS) FOR THE YEAR 39,183 (35)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

77,361 35,859

Profi t for the Year Attributable to:

Equity holders of the Company 37,772 35,894

Non-controlling Interests 406-

38,178 35,894

Total Comprehensive Income for the Year Attributable to:

Equity holders of the Company 76,955 35,859

Non-controlling Interests 406-

77,361 35,859

EARNINGS PER SHARE:

D5

Basic and diluted earnings per share (cents)


27.0 25.7

The notes to the fi nancial statements on pages 53 to 79 form part of and should be read in conjunction with this statement.

49Annual Report - Year Ended 31 December 2016
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2016


Share

Capital

Revaluation

Reserve

Hedging

Reserve

Equity-settled

Employee

Benefi ts

Reserve

Retained

Earnings

Attributable

to Owners

of the

Company

Non-

controlling

InterestsTotal

NOTE$’000$’000$’000$’000$’000$’000$’000$’000

Balance at

1 January 2015 90,915 25,289 2,245 65 27,816 146,330- 146,330

Profi t for the year

(Restated) - - - - 35,894 35,894 - 35,894

Other comprehensive

loss for the year - - (35) - - (35) - (35)

Total comprehensive

income for the year

(Restated) - - (35) - 35,894 35,859 - 35,859

Recognition of

share-based paymentsD2 - - - 168 - 168 - 168

Shares purchasedD1 (160) - - - - (160) - (160)

Dividends paidD3 - - - - (9,685) (9,685) - (9,685)

Dividends declaredD3 - - - - (14,527) (14,527) - (14,527)

Balance at

31 December 2015

(Restated)


90,755 25,289 2,210 233 39,498 157,985 - 157,985

Profi t for the year - - - - 37,772 37,772 406 38,178

Other comprehensive

income for the year - 32,428 6,755 - - 39,183 - 39,183

Total comprehensive

income for the year - 32,428 6,755 - 37,772 76,955 406 77,361

Recognition of

share-based payments D2 - - - 270 - 270 - 270

Shares purchasedD1(1,007) - - - - (1,007) - (1,007)

Dividends paidD3 - - - - (8,974) (8,974) - (8,974)

Dividends declaredD3 - - - - (11,045) (11,045) - (11,045)

Balance at

31 December 201689,748 57,717 8,965 503 57,251 214,184 406 214,590

The notes to the fi nancial statements on pages 53 to 79 form part of and should be read in conjunction with this statement.

Scales Corporation Limited 50
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2016

20162015

NOTE$’000

$’000

(Restated)

EQUITY

Share capital D1 89,748 90,755

Revaluation reserveD2 57,717 25,289

Hedging reserveD2 8,965 2,210

Equity-settled employee benefi ts reserveD2 503 233

Retained earningsD2 57,251 39,498

Equity attributable to Scales Corporation Limited Shareholders 214,184 157,985

Equity attributable to Non-controlling Interests 406 -

TOTAL EQUITY

214,590 157,985

Represented By:

CURRENT ASSETS

Cash and bank balances 6,355 13,832

Trade and other receivables E1 17,529 14,681

Other fi nancial assetsE2 8,464 5,476

Unharvested agricultural produceC2 18,433 15,493

InventoriesC5 16,365 14,314

Prepayments 3,655 2,966

TOTAL CURRENT ASSETS

70,801 66,762

NON-CURRENT ASSETS

Property, plant and equipment C1 226,652 168,067

Investments accounted for using the equity methodC3 4,131 4,962

GoodwillC4 16,222 5,319

Other fi nancial assetsE2 11,561 6,192

Computer software


745 929

TOTAL NON-CURRENT ASSETS

259,311 185,469

TOTAL ASSETS

330,112 252,231

CURRENT LIABILITIES

Trade and other payablesE3

22,047 22,276

Dividend declaredD3

11,045 14,527

BorrowingsE4

11,000 -

Current tax liabilitiesB5

5,009 4,427

Other fi nancial liabilitiesE5

3,357 2,229

TOTAL CURRENT LIABILITIES

52,458 43,459

NON-CURRENT LIABILITIES

BorrowingsE4

30,000 30,000

Deferred tax liabilitiesB5

28,187 17,933

Other fi nancial liabilitiesE5

4,877 2,854

TOTAL NON-CURRENT LIABILITIES

63,064 50,787

TOTAL LIABILITIES

115,522 94,246

NET ASSETS

214,590 157,985


The notes to the fi nancial statements on pages 53 to 79 form part of and should be read in conjunction with this statement.

51Annual Report - Year Ended 31 December 2016
CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2016

20162015

$’000

$’000

(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers

373,223 300,026

Dividends received

525 895

Interest received

167 185

373,915 301,106

Cash was disbursed to:

Payments to suppliers and employees

315,413 238,705

Interest paid

2,533 2,801

Income tax paid

14,627 10,616

332,573 252,122

NET CASH GENERATED BY OPERATING ACTIVITIES

41,342 48,984

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Advances repaid 1,100 1,624

Sale of property, plant and equipment and computer software

216 920

1,316 2,544

Cash was applied to:

Net cash outfl ow on acquisition of businesses (Note F2) 16,414 -

Purchase of computer software 445 620

Purchase of shares in unlisted companies 53 9

Purchase of property, plant and equipment 19,715 17,210

36,627 17,839

NET CASH USED IN INVESTING ACTIVITIES

(35,311) (15,295)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from borrowings

11,000 -

11,000 -

Cash was applied to:

Borrowings repaid

- 11,000

Dividends paid

23,501 9,685

Shares purchased

1,007 160

24,508 20,845

NET CASH USED IN FINANCING ACTIVITIES

(13,508) (20,845)

NET (DECREASE) INCREASE IN NET CASH (7,477) 12,844

Cash and cash equivalents at the beginning of the year

13,832 988

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

6,355 13,832

Represented by:

Cash and bank balances

6,355 13,832

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

6,355 13,832

The notes to the fi nancial statements on pages 53 to 79 form part of and should be read in conjunction with this statement.

Scales Corporation Limited 52
CONSOLIDATED STATEMENT OF CASH FLOWS

(continued)

for the year ended 31 December 2016

20162015

$’000

$’000

(Restated)

NET CASH GENERATED BY OPERATING ACTIVITIES


Reconciliation of profi t for the year to net cash generated by operating activities:

Profi t for the year

38,178 35,894

Non-cash items:

Amortisation

661 1,088

Hedge ineffectiveness on cash fl ow hedges

1,258 (1,759)

Deferred tax

36 33

Depreciation

11,438 10,243

Share of equity accounted results

(1,612) (2,268)

Share-based payments

270 168

Items classifi ed as investing and fi nancing activities:

Working capital amounts included in acquisition of businesses (1,162) -

Dividends received from equity accounted companies 500 870

Gain on disposal of property, plant and equipment (50) (163)

Changes in net assets and liabilities:


Trade and other receivables


(2,848) (1,383)

Unharvested agricultural produce


(2,940) -

Inventories (2,051) (293)

Prepayments


(689) (288)

Trade and other payables


(229) 4,336

Current tax


582 2,506

NET CASH GENERATED BY OPERATING ACTIVITIES

41,342 48,984

Statement of Cash Flows

For the purpose of the statement of cash fl ows, cash and cash equivalents include cash and bank balances and investments in

money market instruments.

The following terms are used in the statement of cash fl ows:

Operating activities are the principal revenue producing activities of the Group and other activities that are not investing or

fi nancing activities.

Investing activities are the acquisition and disposal of long-term assets and other investments not included in

cash equivalents.

Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of

the Group.


Jon Mayson, Chairman Andy Borland, Managing Director

For and on behalf of the Board of Directors who authorised the issue of the fi nancial statements on 27 February 2017.

53Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

ABOUT THIS REPORT

IN THIS SECTION

The notes to the fi nancial statements include information which is considered relevant and material to assist the reader

in understanding the fi nancial performance and fi nancial position of the Scales Corporation Limited Group (Scales).

Information is considered relevant and material if:

• the amount is signifi cant because of its size and nature;

• it is important for understanding the results of Scales;

• it helps to explain changes in Scales’ business; or

• it relates to an aspect of Scales’ operations that is important to future performance.

Scales Corporation Limited (the Company) is a for-profi t entity

domiciled and registered under the Companies Act 1993 in

New Zealand. It is an FMC reporting entity for the purposes

of the Financial Markets Conduct Act 2013. The Group

consists of Scales Corporation Limited, its subsidiaries and joint

venture. The principal activities of the Group are to provide

logistics services, grow apples, export products, provide

insurance services to companies within the Group and operate

storage and processing facilities.

The fi nancial statements have been prepared:

• in accordance with Generally Accepted Accounting Practice

(GAAP), International Financial Reporting Standards (IFRS),

the New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable

fi nancial reporting standards, as appropriate for a Tier 1

for-profi t entity;

• in accordance with the requirements of the Financial

Markets Conduct Act 2013;

• in accordance with accounting policies that are consistent

with those applied in the previous year except for the

changes described in note H1;

• on the basis of historical cost, except for certain assets and

fi nancial instruments that are measured at fair values; and

• in New Zealand dollars with all values rounded to the

nearest thousand dollars.

Historical cost is generally based on the fair value of the

consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, regardless of

whether that price is directly observable or estimated using

another valuation technique. In estimating the fair value

of an asset or liability, the Group takes into account the

characteristics of the asset or liability if market participants

would take those characteristics into account when pricing the

asset or liability at the measurement date.

For fi nancial reporting purposes, fair value measurements are

categorised into Level 1, 2 or 3 based on the degree to which

the inputs to the fair value measurements are observable. The

levels are described as:

• Level 1 inputs are quoted prices (unadjusted) in active

markets for identical assets or liabilities that the entity can

access at the measurement date:

• Level 2 inputs are inputs, other than quoted prices within

Level 1, that are observable for the asset or liability, either

directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset

or liability.

Key Judgements and Estimates

In the process of applying the Group’s accounting policies and

the application of fi nancial reporting standards, Scales has

made a number of judgements and estimates. The estimates

and underlying assumptions are based on historical experience

and various other factors that are considered to be appropriate

under the circumstances. Actual results may differ from

these estimates.

Judgements and estimates which are considered material to

understanding the performance of Scales are explained in the

following notes:

• Apple trees in note C1.

• Land and buildings in note C1.

• Unharvested agricultural produce C2.

Basis of Consolidation

The Group fi nancial statements incorporate the fi nancial

statements of the Company and its subsidiaries (being entities

controlled by Scales Corporation Limited), and the equity

accounted result, assets and liabilities of the joint venture, as

listed in section F Group Structure.

The fi nancial statements of members of the Group are

prepared for the same reporting period as the parent company,

using consistent accounting policies.

In preparing the Group fi nancial statements, all material

intra-group transactions, balances, income, expenses and cash

fl ows have been eliminated. Subsidiaries are consolidated from

the date on which control is obtained to the date on which

control is lost.

Other Accounting Policies

Other accounting policies that are relevant to an

understanding of the fi nancial statements are provided

throughout the notes to the fi nancial statements.

Change in accounting policy on adoption of

amendments to fi nancial reporting standards and

resulting restatement

The Group has adopted the amendments to NZ IAS 16

Property, Plant and Equipment and NZ IAS 41 Agriculture

which are effective for periods beginning on 1 January 2016.

The amendments bring bearer plants (apple trees), which are

used to grow produce, into the scope of NZ IAS 16 and out of

the scope of NZ IAS 41 so that they are accounted for in the

same way as property, plant and equipment.

Scales Corporation Limited 54
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

The produce growing on bearer plants continues to be

accounted for as a biological asset (unharvested agricultural

produce) under NZ IAS 41. This amendment was applied

to the Group’s apple trees. These fi nancial statements have

been retrospectively restated to refl ect this accounting policy

change. Note H1 provides further details of the effect of

adopting

these amendments.

On adoption of the amendment, the Group elected to

measure its apple trees using the revaluation model.

Adoption of New and Revised Standards and

Interpretations - Standards and Interpretations in Issue

not yet Effective

The Group has reviewed all Standards, Interpretations and

Amendments to existing Standards in issue not yet effective

and, with the exception of NZ IFRS 9 (2014) Financial

Instruments which is effective for the fi nancial year ending

31 December 2018, NZ IFRS 15 Revenue from Contracts with

Customers which is effective for the Financial year ending 31

December 2018 and NZ IFRS 16 Leases which is effective for

the fi nancial year ending 31 December 2019, does not expect

these Standards to have a material effect on the fi nancial

statements of the Group.

NZ IFRS 9 (2014) Financial Instruments establishes the

principles for hedge accounting and impairment of fi nancial

assets. The Group has not yet determined the potential impact

of this Standard.

NZ IFRS 15 Revenue from Contracts with Customers provides

a single, comprehensive principles-based fi ve-step model to

be applied to all contracts with customers. The fi ve steps

in the model are: identify the contract with the customer;

identify the performance obligations in the contract; determine

the transaction price; allocate the transaction price to the

performance obligations in the contract; and, recognise

revenue when (or as) the entity satisfi es a performance

obligation. The Group has not yet determined the potential

impact of this Standard.

NZ IFRS 16 Leases eliminates the distinction between operating

and fi nance leases for lessees and will result in lessees bringing

most leases onto their statement of fi nancial position. The

accounting by lessors will remain largely unchanged. The

Group has not yet determined the potential impact of

this Standard.

55Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

A. SEGMENT INFORMATION

IN THIS SECTION

This section explains the fi nancial performance of the operating segments of Scales, providing additional information

about individual segments, including:

• total segment revenue and revenue from external customers;

• segment profi t before income tax; and

• total segment assets and liabilities

SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker,

being the Managing Director. The Managing Director monitors the operating performance of each segment for the purpose of

making decisions on resource allocation and strategic direction.

Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment as well

as those that can be allocated on a reasonable basis.

No single external customer’s revenue accounts for 10% or more of the Group’s revenue.

All non-current assets are located in New Zealand.

The Group comprises the following operating segments:

Food Ingredients: processing and marketing of food ingredients such as pet food ingredients and juice concentrate. Meateor Foods

Limited, Meateor Foods Australia Pty Limited and Profruit (2006) Limited.

Horticulture: orchards, fruit packing and marketing. Mr Apple New Zealand Limited, New Zealand Apple Limited, Fern Ridge Produce

Limited, Longview Group Holdings Limited, Longview New Zealand Limited and Longview Packhouse Limited.

Storage & Logistics: cool, cold and bulk liquid storage and logistics services. Liqueo Bulk Storage Limited, Polarcold Stores Limited, Scales

Logistics Limited and Whakatu Coldstores Limited.

Other: Scales Corporation Limited, Geo. H. Scales Limited, Scales Employees Limited, Scales Holdings Limited and Selacs Insurance Limited.

Food

IngredientsHorticulture

Storage &

LogisticsOtherEliminationsTotal

$'000$'000$'000$'000$'000$'000

2016

Total segment revenue 58,038 230,077 108,383 3,525 (26,096) 373,927

Inter-segment revenue - (212) (23,131) (2,753) 26,096 -

Revenue from external customers 58,038 229,865 85,252 772 - 373,927

Gain (loss) on sale of non-current assets 1 70 (20) (1) - 50

Share of profi ts of entities accounted for

using the equity method 1,612 - - - - 1,612

EBITDA 9,016 45,258 16,182 (3,135) - 67,321

Amortisation expense (2) (278) (359) (22) - (661)

Depreciation expense (501) (5,950) (4,971) (16) - (11,438)

Finance revenue 1 108 15 43 - 167

Finance costs - (13) - (2,520) - (2,533)

Segment profi t (loss) before income tax 8,514 39,125 10,867 (5,650) - 52,856

Scales Corporation Limited 56
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Food

IngredientsHorticulture

Storage &

LogisticsOtherEliminationsTotal

$'000$'000$'000$'000$'000$'000

Segment assets 27,327 185,423 109,971 7,391 - 330,112

Segment liabilities 6,325 44,781 20,777 43,639 - 115,522

Segment carrying value of investments

accounted for using the equity method 4,131 - - - - 4,131

Segment acquisition of property, plant and

equipment and other intangible assets 370 12,722 7,060 8 - 20,160

Property, plant and equipment and other

intangible assets included in business

acquisitions (note F2) - 11,722 - - - 11,722

2015

Total segment revenue 48,570 178,126 95,622 3,354 (24,262) 301,410

Inter-segment revenue - - (21,648) (2,614) 24,262 -

Revenue from external customers 48,570 178,126 73,974 740 - 301,410

Gain (loss) on sale of non-current assets - 204 (38) (3) - 163

Share of profi ts of entities accounted for

using the equity method 1,454 814 - - - 2,268

EBITDA (Restated) 7,663 41,624 16,294 (2,585) - 62,996

Amortisation expense (6) (321) (723) (38) - (1,088)

Depreciation expense (Restated) (494) (5,470) (4,270) (9) - (10,243)

Finance revenue 1 41 15 128 - 185

Finance costs - - - (2,801) - (2,801)

Segment profi t (loss) before income tax

(Restated) 7,164 35,874 11,316 (5,305) - 49,049

Segment assets (Restated) 24,964 120,472 96,013 10,782 - 252,231

Segment liabilities (Restated) 6,332 32,669 19,189 36,056 - 94,246

Segment carrying value of investments

accounted for using the equity method 3,019 1,943 - - - 4,962

Segment acquisition of property, plant

and equipment and other intangible

assets (Restated) 220 5,624 9,924 38 - 15,806

20162015

$'000$'000

The total revenue from external customers in New Zealand and other countries are:

New Zealand 107,111 95,965

Asia 83,511 67,907

Europe 76,530 64,704

North America 75,210 45,562

Other 31,565 27,272

373,927 301,410

SEGMENT REPORTING (continued)

57Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

B. FINANCIAL PERFORMANCE

IN THIS SECTION

This section explains the fi nancial performance of Scales, providing additional information about individual items in the

statement of comprehensive income, including:

• accounting policies, judgements and estimates that are relevant for understanding items recognised in the statement of

comprehensive income; and

• analysis of Scales’ performance for the year by reference to key areas including; revenue, expenses and taxation.

B1. REVENUE

20162015

$'000$'000

Revenue from the sale of goods

269,062 218,566

Revenue from the rendering of services

92,507 81,827

Fees and commission

681 454

Net foreign exchange gain (loss) 7,925 (6,929)

Net hail insurance proceeds

- 4,192

Rental revenue

3,752 3,300

373,927 301,410

Sale of Goods

Revenue from the sale of goods is recognised when the Group has transferred to the buyer the

signifi cant risks and rewards of ownership of the goods, the amount of revenue and costs incurred can

be measured reliably, management have effectively ceased involvement or control over the goods sold

and it is probable that the economic benefi ts associated with the transaction will fl ow to the Group.

Rendering of Services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the

contract. The stage of completion of the contract at reporting date is assessed based on the value of

services performed to date as a percentage of the total services to be performed.

Fees and Commission

Fees and commission are recognised as revenue when the Group’s right to receive payment

becomes unconditional.

Net Hail Insurance Proceeds

Net hail insurance proceeds are recognised as revenue when the Group’s right to receive payment

becomes unconditional.

Rental Income

Rental income is recognised on a straight-line basis over the term of the relevant lease.

B2. COST OF SALES, ADMINISTRATION AND OPERATING EXPENSES

Auditor's remuneration:

Audit of the fi nancial statements

Audit of the annual fi nancial statements 141 106

Review of interim fi nancial statements 40 35

Other services

Acquisition due diligence services 89 -

Audit of solvency certifi cate for Selacs Insurance Limited 6 9

Review of fi nancial statement presentation - 5

Risk management review 17 -

Tax compliance services 4 33

Tax services re employee share scheme 6 69

Scales Corporation Limited 58
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

20162015

$'000$'000

Bad debts (recovered) incurred (390) 225

Change in fair value of unharvested agricultural produce (993) -

Change in inventories

(2,051) (293)

Direct expenses

35,299 26,747

Directors' fees

434 360

Donations

14 19

Electricity

8,427 7,315

Employee benefi ts expense:

Post employment benefi ts - defi ned contribution plans

1,235 1,167

Salaries, wages and related benefi ts

68,777 59,917

Other employee benefi ts

314 366

Grower payments

58,972 30,827

Insurance

3,369 3,315

Management fees

108 114

Materials and consumables

44,238 34,169

Ocean and air freight

50,911 45,610

Operating lease expenses

14,998 11,894

Packaging

15,913 13,245

Repairs and maintenance

7,357 7,374

307,235 242,628

Disclosed as:

Cost of sales

257,038 194,142

Administration and operating expenses

50,197 48,486

307,235 242,628

Employee Benefi ts

An accrual is made for benefi ts due to employees in respect of wages and salaries, annual leave and

long service leave when it is probable that settlement will be required and they are capable of being

measured reliably. Accruals are measured at their nominal values using the remuneration rate expected

to apply at the time of settlement.

Contributions to defi ned contribution plans are recognised as an expense when employees have

rendered service entitling them to the contributions.

The costs relating to shares issued in accordance with the Senior Executive Share Scheme are explained

in note D2.

Leased Assets

Operating lease payments, where the lessors effectively retain substantially all the risks and benefi ts of

ownership of the leased items, are recognised as an expense on a straight-line basis over the lease term.

B3. OTHER INCOME AND LOSSES

Dividends

25 24

Gain on disposal of property, plant and equipment

50 163

Hedge ineffectiveness on cash fl ow hedges

(1,258) 1,759

Insurance proceeds 200 -

(983) 1,946

Disclosed as:

Other income 275 1,946

Other expenses (1,258) -

(983) 1,946

B2. COST OF SALES, ADMINISTRATION AND OPERATING EXPENSES (continued)

59Annual Report - Year Ended 31 December 2016
B4. FINANCE COST

20162015

$'000$'000

Interest on loans 2,346 2,588

Other interest 41 36

Bank facility fees 146 177

2,533 2,801

Finance costs consist of interest and other costs incurred in connection with the borrowing of funds.

Interest expense is accrued on a time basis using the effective interest method.

B5. TAXATION

Income Tax Recognised in Profi t or Loss

Income tax expense comprises:

Current tax expense 14,648 13,252

Adjustments recognised in the current year in relation to the current tax of prior years (6) (130)

Deferred tax expense relating to the origination and reversal of temporary differences 36 33

Total income tax expense recognised in profi t or loss 14,678 13,155

The prima facie income tax expense on pre tax accounting profi t reconciles to the income tax expense

in the fi nancial statements as follows:

Profi t before income tax expense 52,856 49,049

Income tax expense calculated at 28%

14,799 13,733

Non-assessable income

(448) (747)

Non-deductible expenses

321 158

Over provision of income tax in previous year - current tax (6) (130)

Under provision of income tax in previous year - deferred tax 12 141


14,678 13,155

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

companies under New Zealand tax law.

Current Tax Liability

Balance at beginning of the year

4,427 1,921

Arising on acquisition of businesses 567 -

Current taxation expense 14,642 13,122

Taxation paid

(14,627) (10,616)

Balance at end of the year

5,009 4,427

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Scales Corporation Limited 60
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016


Opening

balance

Charged to

profi t or loss

Charged to other

comprehensive

income

Acquisition

of Businesses

Closing

balance

$'000$'000$'000$'000$'000

Deferred Tax Liability

Taxable and deductible temporary differences

arise from the following:

31 December 2016

Deferred tax liabilities (assets):

Trade and other receivables (81) 76 - - (5)

Unharvested agricultural produce 4,338 440 - 105 4,883

Computer software 11 - - - 11

Property, plant and equipment 13,334 (509) 6,356 1,142 20,323

Trade and other payables (529) 29 - (12) (512)

Other fi nancial assets and liabilities 860 - 2,627 - 3,487

Net deferred tax liability17,933368,9831,23528,187

31 December 2015

Deferred tax liabilities (assets):

Trade and other receivables 2 (83) - - (81)

Unharvested agricultural produce (Restated) 3,772 566 - - 4,338

Computer software 11 - - - 11

Property, plant and equipment (Restated) 13,842 (508) - - 13,334

Trade and other payables (587) 58 - - (529)

Other fi nancial assets and liabilities 833 - 27 - 860

Net deferred tax liability17,8733327 - 17,933

Current tax is the taxation expected to be paid to Taxation Authorities in respect of the current year.

Deferred taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their carrying

amounts in the Financial Statements.

Current and deferred tax is calculated on the basis of the laws enacted or substantively enacted at balance date.

Income Tax

Current and deferred tax are recognised in profi t or loss, except when the tax relates to items charged or credited to other

comprehensive income, in which case the tax is also recognised in other comprehensive income.

B6. FOREIGN CURRENCY TRANSACTIONS

In preparing the fi nancial statements of the individual entities, the transactions in currencies other than New Zealand dollars are

recorded at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period fi nancial assets

and liabilities denominated in foreign currencies are retranslated into New Zealand dollars at the rates prevailing at the end of the

reporting period.

Exchange differences are recognised in profi t or loss in the period in which they arise.

B5. TAXATION (continued)

61Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

C. KEY ASSETS

IN THIS SECTION

This section shows the key assets Scales uses to generate operating revenues. There is information about:

• property, plant and equipment;

• unharvested agricultural produce;

• investments accounted for using the equity method;

• goodwill; and

• inventories

C1. PROPERTY, PLANT AND EQUIPMENT

Land and

Buildings at

fair value

Apple Trees

at fair value

Plant and

Equipment

at cost

Offi ce

Equipment &

Motor Vehicles

at cost

Capital

Work in

Progress

at costTotal

$’000$’000$’000$’000$’000$’000

(Restated)(Restated)

Gross carrying amount

Balance 1 January 2015 103,833 17,897 88,359 15,912 6,606 232,607

Additions 992 613 14,478 1,519 (2,414) 15,188

Disposals (293) - (2,082) (542) (40) (2,957)

Balance 31 December 2015 104,532 18,510 100,755 16,889 4,152 244,838

Additions 6,904 2,909 6,086 3,056 761 19,716

Acquisition of businesses 8,866 200 2,563 93 - 11,722

Disposals - - (543) (756) - (1,299)

Revaluation 20,368 9,520 - - - 29,888

Balance 31 December 2016 140,670 31,139 108,861 19,282 4,913 304,865

Accumulated depreciation and

impairment

Balance 1 January 2015 2,217 - 55,368 11,142 - 68,727

Depreciation expense 2,204 1,193 5,293 1,553 - 10,243

Disposals (19) - (1,787) (393) - (2,199)

Balance 31 December 2015 4,402 1,193 58,874 12,302 - 76,771

Depreciation expense 2,175 1,311 6,128 1,824 - 11,438

Disposals - - (432) (668) - (1,100)

Revaluation (6,577) (2,319) - - - (8,896)

Balance 31 December 2016 - 185 64,570 13,458 - 78,213

Net book value

As at 31 December 2015 100,130 17,317 41,881 4,587 4,152 168,067

As at 31 December 2016 140,670 30,954 44,291 5,824 4,913 226,652

Scales Corporation Limited 62
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Accounting Policy

Land, buildings and apple trees on owned orchards are included in the statement of fi nancial position at their revalued amounts,

being the fair value at the date of revaluation, less any subsequent accumulated depreciation and subsequent accumulated

impairment losses. Revaluations are performed with suffi cient regularity such that the carrying amounts do not differ materially from

those that would be determined using fair values at the end of the reporting period.

Any revaluation increase arising on the revaluation of such land, buildings and apple trees on owned orchards is recognised in other

comprehensive income and accumulated as a separate component of equity in the revaluation reserve, except to the extent that it

reverses a revaluation decrease for the same asset previously recognised in profi t or loss, in which case the increase is credited to

profi t or loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such

land, buildings and apple trees is charged to profi t or loss to the extent that it exceeds the balance, if any, held in the revaluation

reserve relating to a previous revaluation of that asset.

Depreciation on revalued buildings and apple trees is charged to profi t or loss. On the subsequent sale or retirement of revalued

property or apple trees, the attributable revaluation surplus remaining in the revaluation reserve is transferred directly to retained

earnings. No transfer is made from the revaluation reserve to retained earnings except when an asset is derecognised.

Offi ce equipment, motor vehicles, plant and equipment are stated at cost less accumulated depreciation and accumulated

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

Depreciation is provided on property, plant and equipment, including buildings and apple trees but excluding land and capital work

in progress. Depreciation is charged so as to write off the cost or valuation of assets, other than land and capital work in progress,

over their estimated useful lives, using either the straight-line or the diminishing value method. The estimated useful lives, residual

values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a

prospective basis. The following estimated useful lives are used in the calculation of depreciation:

Apple trees 30 years

Buildings 10 to 50 years

Offi ce Equipment and Motor Vehicles 2 to 20 years

Plant and Equipment 2 to 25 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference

between the sale proceeds and the carrying amount of the asset and is recognised in profi t or loss.

Land and Buildings carried at Fair Value

Land and buildings shown at valuation were valued at fair value as at 31 December 2016 by independent registered valuers Added

Valuation Limited ($77,730,000), Logan Stone Limited ($58,314,000) and Telfer Young Limited ($3,865,000). The valuations, which

conform to the New Zealand Property Institute Practice Standard 3 - Valuations for Financial Reporting Purposes, were arrived at by

reference to market evidence of transaction prices for similar properties.

The fair value of land and buildings is calculated on the basis of market value. Market value is determined applying income

capitalisation and comparative sales calculations which are benchmarked against depreciated replacement cost calculations. The

valuations include adjustments to observable data for similar properties to take into account property-specifi c attributes.

The signifi cant unobservable inputs, based on regional averages, for the land and buildings (mainly coldstores and packhouses) are

potential market comparative rentals $10 - $220 per square metre and capitalisation rates of 8% - 18%. The higher the rental rates

the higher the fair value. The higher the capitalisation rates the lower the fair value. Signifi cant changes in either of these inputs

would result in signifi cant changes to the fair value measurement.

The Group’s land and buildings are classifi ed as Level 3 in the fair value hierarchy.

The carrying amount of land and buildings had it been recognised under the cost model is $83,869,000

(31 December 2015 $70,274,000).

Apple Trees carried at Fair Value

The Group’s apple orchards, being the apple trees other than the existing crop on the trees, were valued at fair value by Boyd Gross

B.Agr (Rural Val), Dip Bus Std, FNZIV, FPINZ of Logan Stone Limited as at 31 December 2016. The market valuations completed by

Boyd Gross were based on a DCF analysis of forecast income streams and costs. This was benchmarked against a comparison of sales

of other orchards adjusted to refl ect the location, plantings, age and varieties of trees and productive capabilities of the orchards.

The signifi cant unobservable inputs, based on district averages, for the apple trees valuations included in the valuer’s report are the:

20162015

Production levels (gross tray carton equivalent (tce)) per hectare 3,624 - 5,7092,500 - 5,265

Orchard gate returns per tce$25.31 - $38.90$21.00 - $42.20

Orchard costs per tce$17.00 - $28.60$15.50 - $21.00

Discount rate 18.0% - 21.40%19.8% - 23.8%

C1. PROPERTY, PLANT AND EQUIPMENT (continued)

63Annual Report - Year Ended 31 December 2016
The higher the production levels and orchard gate return the higher the fair value. The higher the orchard costs and discount rate

the lower the fair value. Signifi cant changes in any of these inputs would result in signifi cant changes to the fair value measurement.

The Group’s apple trees are classifi ed as level 3 in the fair value hierarchy.

The apple trees, on owned and leased orchards, have the following planting profi le:

Total Hectares Planted

20162015

Premium varieties:

NZ Queen 213194

Pink Lady121107

Red sports (Fuji and Royal Gala)234204

Other premium5943

Traditional varieties:

Braeburn 171172

Royal Gala186173

Other traditional160149

1,1441,042

The exported volume from Mr Apple’s planted apple orchard was 3,546,000 TCE’s

(2015: 3,147,000 TCE’s).

Risk Management Strategy:

The Group is exposed to fi nancial risks arising from changes in climatic conditions, market

prices and the value of the New Zealand dollar. The Group mitigates these risks by installing

hail and frost protection on orchards which have shown to be more susceptible to these

risks, obtaining hail insurance cover, utilising foreign currency derivative instruments and

building close working relationships with key customers.

C2. UNHARVESTED AGRICULTURAL PRODUCE

20162015

$'000$'000

Balance at beginning of the year 15,493 13,471

Decrease due to Harvest (15,493) (13,471)

Acquisition of businesses 375 -

Development expenditure 17,065 15,493

Fair value adjustment 993 -

Balance at end of the year18,43315,493

The assessment of the value of unharvested agricultural produce was undertaken by

management, using a discounted cash fl ow model, and is calculated as the fair value less

estimated harvest and post-harvest costs of the unharvested crop on the trees at the

reporting date. The risk adjusting discount rate represents an allowance for adverse events

that may affect crop, harvest and/or market conditions. This calculation is also benchmarked

against orchard costs incurred during the current growing cycle.

The signifi cant unobservable inputs included in the model are the:

Production levels (tonnes per hectare per annum) 50 - 10050 - 100

Orchard gate returns per tce$20 to $40 $20 to $42

Risk adjusting discount rates 55% to 73%53% to 72%

The higher the yield per hectare and the higher the orchard gate returns per tce, the higher the fair value. The higher the risk

adjusting discount rate, the lower the fair value.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

C1. PROPERTY, PLANT AND EQUIPMENT (continued)

Scales Corporation Limited 64
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

20162015

Associate

Company

Joint

VentureTotal

Associate

Company

Joint

VentureTotal

$'000$'000$'000$'000$'000$'000

Share of profi t before taxation - 2,2412,2411,1332,0353,168

Share of income tax - (629) (629) (319) (581) (900)

Share of Net Profi t for the Year and

Total Comprehensive Income - 1,6121,6128141,4542,268

Carrying value at beginning of the year1,9443,0194,9632,0001,5643,564

Disposal of equity interest in Fern Ridge

Produce Limited (1,944) - (1,944) - - -

Dividend paid - (500) (500) (870) - (870)

INVESTMENT IN EQUITY

ACCOUNTED ENTITIES - 4,1314,1311,9443,0184,962

On 11 January 2016 the Group acquired a further 22.88% of the share capital of Fern Ridge Produce Limited and it is now a

subsidiary company. Details of this acquisition are included in Note F2.

An associate is an entity over which the Group has signifi cant infl uence. Signifi cant infl uence is the power to participate in the

fi nancial and operating policy decisions of the investee but is not control or joint control over those policies.

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 associates or joint ventures are incorporated in these consolidated fi nancial statements using

the equity method of accounting. Under the equity method, an investment in an associate or joint venture is initially recognised in

the consolidated statement of fi nancial position at cost and adjusted thereafter to recognise the Group’s share of the profi t or loss

and other comprehensive income of the associate or joint venture. Dividends or distributions received from an associate or joint

venture reduce the carrying amount of the investment in that associate or joint venture in the Group fi nancial statements. When

the Group’s share of losses of an associate or joint venture exceeds the Group’s interest in that associate or joint venture, the Group

discontinues recognising 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 associate or joint venture.

An investment in an associate or joint venture is accounted for using the equity method from the date on which the investee

becomes an associate or a joint venture until the date it ceases to be an associate or joint venture. On acquisition of the investment

in an associate or joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the

identifi able assets and liabilities of the investee is recognised as goodwill, which is included within the carrying value of the

investment. The requirements of NZ IAS 36 are applied to determine whether it is necessary to recognise any impairment loss.

C4. GOODWILL

20162015

$'000$'000

Gross Carrying Amount

Balance at beginning of the year 5,3195,319

Arising on acquisition of:

Fern Ridge Produce Limited 5,702 -

Longview Group Holdings Limited5,201 -

Balance at end of the year16,2225,319

Goodwill arising on the acquisition of a business is carried at cost as established at the date of acquisition of the business less

accumulated impairment losses, if any.

C3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

65Annual Report - Year Ended 31 December 2016
C4. GOODWILL (continued)

For the purpose of impairment testing, goodwill has been allocated to the cash-generating units listed below which represent the

lowest level at which goodwill is monitored.

20162015

$'000$'000

Storage & Logistics 1,9891,989

Horticulture14,2333,330

16,2225,319

As at 31 December 2016, the Directors have determined, based on discounted cash fl ow and value in

use calculations, that there is no impairment of goodwill associated with Storage & Logistics and

Horticulture. The Directors consider that any reasonably possible changes in the key assumptions would

not cause the carrying amount of any of the cash-generating units to exceed their recoverable amount.

C5 . INVENTORIES

Finished goods

12,489 11,512

Other

3,876 2,802

16,365 14,314

Inventories are stated at the lower of cost and net realisable value. Cost means the actual cost of the inventory and in determining

cost the fi rst in fi rst out basis of stock movement is followed, with due allowance having been made for obsolescence. Net realisable

value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make

the sale.

C6. IMPAIRMENT OF ASSETS

At the end of each reporting period, the Group reviews the carrying amounts of its 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). Where it is not possible to estimate

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

asset belongs.

A cash-generating unit to which goodwill has been allocated is 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 its carrying amount, the

impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of

the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in

profi t or loss and is not reversed in subsequent periods.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-

tax cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time

value of money and the risks specifi c to the asset for which the estimates of future cash fl ows have not been adjusted.

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

of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profi t or

loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Scales Corporation Limited 66
D. CAPITAL FUNDING

IN THIS SECTION

This section explains how Scales manages its capital structure and how dividends are returned to shareholders. In this

section there is information about:

• equity;

• dividends paid; and

• earnings per share.

Capital Management

The Group’s capital includes share capital, reserves and retained earnings. The Group’s policy is to maintain a strong capital base so

as to maintain investor, creditor and customer confi dence and to sustain the future development of the business. The impact of the

level of capital on shareholders’ return is also recognised and the Group recognises the need to maintain a balance between the

higher returns that might be possible with greater gearing and the advantages and security afforded by a sound capital position.

D1. SHARE CAPITAL

Issued and paid up capital consists of 139,779,006 fully paid ordinary shares (2015: 139,779,006) less treasury stock of 1,846,927

shares (2015: 1,532,863 shares) (refer to note D2). All shares rank equally in all respects.

Basic and diluted earnings per share has been calculated on the basis of 139,779,006 shares (2015: 139,779,006).

Shares purchased on market under the senior executive share scheme (note D2) are treated as treasury stock until vesting to

the employee.

The Available Subscribed Capital of $34,870,000 (2015: $35,877,000) represents the amount of the shareholders’ equity that is

available to be returned to shareholders on a tax-free basis.

In accordance with the Companies Act 1993 the Company does not have a limited amount of authorised capital and issued shares

do not have a par value.

D2. RESERVES

Revaluation Reserve

The revaluation reserve arises on the revaluation of land, buildings and apple trees, net of the related deferred tax.

Hedging Reserve

The hedging reserve represents the unrealised gains and losses on interest rate and foreign currency contracts taken out to manage

the Group interest rate and foreign currency risks, net of the related deferred tax.

Equity-settled Employee Benefi ts Reserve

The Senior Executive Share Scheme involves the Company making available interest-free loans to selected senior executives to

acquire shares in the Company. The senior executive will not gain any benefi t with respect to the shares purchased under the

Scheme unless they remain in employment with the Group for a period of three years from the date of acquisition of those shares.

The shares are held by a custodian during the restrictive period and are then transferred to the senior executive. All net dividends or

distributions received in respect of the shares must be applied to repayment of the interest-free loan.

The 1,436,700 shares acquired during 2014 have an exercise price of $1.60 and vest on 24 July 2017; the 96,163 shares acquired

during 2015 have an exercise price of $1.66 and vest on 8 May 2018; and the 314,064 shares acquired during 2016 have an

exercise price of $1.67 and vest on 20 April or 24 May 2019. The price that the executives pay for each share is the issue price at

grant date, reduced by any dividends that are applied to the loans. No shares vested or were forfeited or expired during the year.

The shares issued vest over three years. Each instrument issued in the current year was estimated to have a fair value of $1.65 (2015:

32.7 cents) at the grant date. The estimated value of the share options was determined using the Black-Scholes pricing calculator

and is being amortised over the restrictive period. This cost is expensed with the corresponding credit included in the equity-settled

employee benefi ts reserve. The inputs into the option pricing calculator are the acquisition date share price $3.20 (2015: $1.66),

expected share price volatility 24% (2015: 22%), option life 3 years and risk-free interest rate 2.12% (2015: 3.89%).

Retained Earnings

Retained earnings represents the profi ts retained in the business.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

67Annual Report - Year Ended 31 December 2016
D3. DIVIDENDS

20162015

$'000$'000

Final dividend - 6.50 (2015: 7.00) cents per share 8,974 9,685

Interim dividend - 8.00 (2015: 6.50) cents per share 11,045 8,993

Special dividend 4.00 cents per share - 5,534

20,019 24,212

The 2016 interim dividend was declared on 12 December 2016 and paid on 18 January 2017.

D4. IMPUTATION CREDIT ACCOUNT

Balance at end of the year 17,408 10,898

The imputation credit account balance represents the net amount available at the reporting date that

can be attached to future dividends declared.

The Scales Corporation Limited consolidated tax group for income tax includes Scales Corporation

Limited and all New Zealand registered subsidiary companies other than Scales Employees Limited.

D5. EARNINGS PER SHARE

Profi t attributable to equity holders of the Company - used in the calculation of earnings

per share 37,772 35,894

Basic and diluted earnings per share

Weighted average number of ordinary shares outstanding 139,779,006139,779,006

Basic and diluted earnings per share (cents) 27.0 25.7

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Scales Corporation Limited 68
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

E. FINANCIAL ASSETS AND LIABILITIES

IN THIS SECTION

This section explains the fi nancial assets and liabilities of Scales, the related risks and how Scales manages these risks. In

this section of the notes there is information on:

• the accounting policies, judgements and estimates relating to fi nancial assets and liabilities; and

• the fi nancial instruments used to manage risk.

ACCOUNTING POLICIES

Financial Assets

Financial assets are classifi ed into the following specifi ed categories: fi nancial assets ‘at fair value through profi t or loss’ (FVTPL) and

‘measured at amortised cost’.

The classifi cation depends on the business model for managing the fi nancial asset and the cash fl ow characteristics of the fi nancial

asset and is determined at the time of initial recognition or when a change in the business model occurs.

Financial assets at fair value through profi t or loss

Financial assets are classifi ed at fair value through profi t or loss if they are not measured at amortised cost. Gains and losses on a

fi nancial asset designated in this category and not part of a hedging relationship are recognised in profi t or loss.

Financial assets measured at amortised cost

The Group’s fi nancial assets held in order to collect contractual cash fl ows that are solely payments of principal and interest on the

principal outstanding are measured at amortised cost. Cash and cash equivalents and trade receivables are classifi ed in this category.

Impairment of fi nancial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial

assets are considered to be impaired when there is objective evidence that, as a result of events that occurred after the initial

recognition of the fi nancial asset, the estimated future cash fl ows of the asset have been affected.

For fi nancial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s

carrying amount and the present value of estimated future cash fl ows, discounted at the fi nancial asset’s original effective

interest rate.

Financial Liabilities Measured at Amortised Cost

The Group’s fi nancial liabilities include trade and other payables and borrowings. These fi nancial liabilities are initially recognised

at fair value plus any directly attributable costs. Subsequent to initial recognition, they are measured at amortised cost using the

effective interest method.

Derivative Financial Instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to

their fair value with reference to observable market data at the end of each reporting period. The resulting gain or loss is recognised

in profi t or loss immediately unless the derivative is designated as an effective hedging instrument, in which event the timing of the

recognition in profi t or loss depends on the nature of the hedge relationship. The Group designates certain derivatives as cash

fl ow hedges.

A derivative is presented as a non-current asset or a non-current liability where the cash fl ow will occur after 12 months and it is not

expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Hedge Accounting

At the inception of a hedge relationship, the Group documents the relationship between the hedging instrument and the hedged

item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the

inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging

relationship is highly effective in offsetting changes in cash fl ows of the hedged item, attributable to the hedged risk.

Cash Flow Hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges is 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 profi t or loss, and is included in ‘other income’ or ‘other losses’.

Amounts recognised in the hedging reserve are reclassifi ed from equity to profi t or loss in the periods when the hedged item is

recognised in profi t or loss, in the same line as the recognised hedged item. Hedge accounting is discontinued when the Group

revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifi es for hedge

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

the forecast transaction is ultimately recognised in profi t or loss. When a forecast transaction is no longer expected to occur, the

cumulative gain or loss that was deferred in the hedging reserve is recognised immediately in profi t or loss.

69Annual Report - Year Ended 31 December 2016
E1. TRADE AND OTHER RECEIVABLES

20162015

$'000$'000

Trade receivables 14,574 11,822

Other receivables 593 603

Owing by entities accounted for using the equity method 349 531

Goods and services tax 2,013 1,725

17,529 14,681

Credit Risk Management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on

its contractual obligations resulting in fi nancial loss to the Group. Financial instruments which

potentially subject the Group to credit risk principally consist of cash and cash equivalents, trade and

other receivables and advances as disclosed in note E2. The Group performs credit evaluations on

trade customers, obtains trade credit insurance as appropriate but generally does not require collateral.

The Group continuously monitors the credit quality of its major receivables and does not anticipate

non-performance of those customers. Cash and cash equivalents are placed with high credit quality

fi nancial institutions.

There is a signifi cant concentration of credit risk with fi ve customers who represent 35.63%

(2015 fi ve customers who represent 22.01%) of trade and other receivables.

The carrying amount of fi nancial assets recorded in the fi nancial statements represents the Group’s

maximum exposure to credit risk.

Included in Trade Receivables are debtors which are past due at balance date, as payment was not

received within one month, and for which no provision has been made as there has not been a

signifi cant change in credit quality and the amounts are still considered recoverable. No collateral is

held over these balances although trade credit insurance cover is obtained in respect of some specifi c

receivables. Interest is not charged on overdue debtors. The ageing of these past due trade

receivables is:

One month 2,363 2,191

Two months 639 654

More than two months 2,139 636

5,141 3,481

E2. OTHER FINANCIAL ASSETS

Current:

At fair value:

Foreign currency derivative instruments 8,409 4,540

At amortised cost:

Advances to entities accounted for using the equity method - 530

Advances to other entities 55 406

8,464 5,476

Non-current:

At fair value:

Foreign currency derivative instruments 11,231 5,705

Shares in unlisted companies 206 144

At amortised cost:

Employee loans 124 343

11,561 6,192

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Scales Corporation Limited 70
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

E3. TRADE AND OTHER PAYABLES

20162015

$'000$'000

Trade payables 12,737 12,981

Accruals 4,882 5,665

Employee entitlements 4,428 3,630

22,047 22,276

E4. BORROWINGS

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 profi t or loss over the period of the

borrowing using the effective interest method.

The Group signed Multi-Option Facility Agreements with Rabobank and Westpac New Zealand Limited

on 22 March 2013. The total facility is $102,000,000. At 31 December 2016 the undrawn amount

under these facilities, after allowing $2,000,000 to cover the bank overdraft facilities, was

$59,000,000 (2015: $70,000,000). The fl oating interest rates are 2.91% to 3.25% (2015: 4.07%)

and the term borrowing facility roll-over date is 30 June 2019. The bank facilities are secured by a

registered fi rst and exclusive general security over the company and all subsidiaries (other than Selacs

Insurance Limited, Scales Employees Limited and Meateor Foods Australia Pty Limited) and mortgages

over all Group land and buildings.

The Multi-Option Facility Agreements with the Group’s banks includes the requirement that at all

times the Tangible Net Worth of the Group, being Tangible Assets less Total Liabilities (excluding

deferred tax liabilities), be not less than $100,000,000. The Group has complied with this requirement

since the facility was established. The Group policies in respect of capital management and allocation

are reviewed regularly by the Board of Directors. There have been no material changes to the Group’s

management of capital during the year.

E5. OTHER FINANCIAL LIABILITIES

Current fi nancial liabilities at fair value:

Foreign currency derivative instruments 2,047 2,145

Interest rate swap contracts and forward rate agreements 371 84

Fern Ridge Produce Limited put option (Note F2) 939 -

3,357 2,229

Non-current fi nancial liabilities at fair value:

Foreign currency derivative instruments 3,111 1,799

Interest rate swap contracts and forward rate agreements 826 1,055

Fern Ridge Produce Limited put option (Note F2) 940 -

4,877 2,854

E6. INTEREST RATE RISK

Interest Rate Risk Management

The Group is exposed to interest rate risk as it borrows funds at fl oating interest rates. Management monitors the level of interest

rates on an ongoing basis and may use interest rate swaps and forward rate agreements to manage interest rate risk.

Interest Rate Swap Contracts and Forward Rate Agreements

Under interest rate swap contracts and forward rate agreements, the Group agrees to exchange the difference between fi xed and

fl oating rate interest amounts calculated on agreed notional principal amounts. Such contracts, some of which commence in future

reporting years, enable the Group to mitigate the risk of changing interest rates on the cash fl ow exposures on the issued fl oating

rate debt. The fair value of these contracts at the reporting date is determined by discounting the future cash fl ows using the

forward interest rate curves at reporting date and the credit risk inherent in the contracts. The average contracted fi xed interest rate

is based on the notional principal amount at balance date.

71Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Details of interest rate swap contracts and forward rate agreements for the Group are:

Maturity Date

Fixed Interest

Rate

Notional Principal

AmountFair Value

201620152016201520162015

%%$’000$’000$’000$’000

Interest rate swap contracts:

Within one year 4.97 - 10,000 - (280) -

Two to fi ve years 4.02 4.14 30,000 30,000 (826) (856)

After fi ve years - 4.62 - 10,000 - (159)

Forward rate agreements:

Within one year 3.55 3.65 25,000 25,000 (91) (84)

Two to fi ve years - 3.55 - 25,000 - (40)

(1,197) (1,139)

These interest rate swap contracts and forward rate agreements, exchanging fl oating rate interest amounts for fi xed rate interest

amounts, are designated as cash fl ow hedges in order to reduce the Group’s cash fl ow exposure resulting from fl oating interest

rates on borrowings. The interest rate swap and forward rate agreement payments, and the interest payments on the loans occur

simultaneously, and the amount deferred in equity is recognised in profi t or loss over the period that the fl oating rate interest

payments on debt impact profi t or loss.

The Group’s interest rate swap contracts and forward rate agreements are classifi ed as Level 2 in the fair value hierarchy.

At 31 December 2016 it is estimated that a general increase of one percent in interest rates would decrease the Group’s profi t after

income tax and equity by approximately $451,000 (2015: $417,000).

E7. FOREIGN CURRENCY RISK

Foreign Currency Risk Management

Foreign currency risk is the risk that the value of the Group’s assets and liabilities or revenues and expenses will fl uctuate due to

changes in foreign exchange rates. The Group is exposed to currency risk as a result of normal trading transactions denominated in

foreign currencies. The currencies in which the Group primarily trades are the Australian dollar, Euro, Canadian dollar, Great Britain

pound and United States dollar, with the largest exposure being to the United States dollar.

Currency risk is managed by the natural hedge of foreign currency receivables and payables and the use of foreign currency

derivative fi nancial instruments. The fair value of foreign currency derivative fi nancial instruments at the reporting date is determined

on a discounted cash fl ow basis whereby future cash fl ows are estimated based on forward exchange rates and contract forward

rates, discounted at a rate that refl ects the credit risk of various counterparties.

The Group’s forward foreign exchange contracts and foreign exchange options are classifi ed as Level 2 in the fair value hierarchy.

Details of foreign currency instruments at balance date for the Group are:

20162015

Contract ValueFair ValueContract ValueFair Value

$’000$’000$’000$’000

Sale commitments forward foreign exchange contracts 165,524 7,250 152,613 1,955

Sale commitments foreign exchange options 128,150 7,232 146,158 4,346

These foreign currency instruments are designated as cash fl ow hedges in order to reduce the Group’s cash fl ow exposure resulting

from movements in foreign currency exchange rates on anticipated future transactions. It is anticipated that the sales will take place

during the 2017 to 2020 fi nancial years at which stage the amount deferred in equity will be released into profi t or loss.

It is estimated that a general increase of fi ve cents in the value of the New Zealand dollar against other foreign currencies would

have decreased the Group’s profi t after income tax by $9,939,000 (2015: $10,159,000). A decrease in exchange rates would have

the opposite impact on profi t.

E6. INTEREST RATE RISK (continued)

Scales Corporation Limited 72
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

E8. CATEGORIES OF FINANCIAL INSTRUMENTS

20162015

$'000$'000

Financial Assets:

Fair value through profi t or loss 206 144

Derivative instruments in designated hedge accounting relationships 19,640 10,245

Amortised cost 22,050 28,068

41,896 38,457

Financial Liabilities:

Amortised cost 74,092 66,802

Fair value through profi t or loss 1,879 -

Derivative instruments in designated hedge accounting relationships 6,355 5,084

82,326 71,886

E9. MATURITY PROFILE OF FINANCIAL LIABILITIES

Liquidity Risk Management

The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and

actual cash fl ows and matching the maturity profi les of fi nancial assets and liabilities.

The following tables detail the Group’s remaining contractual maturity for its fi nancial liabilities. The tables have been drawn up

based on the undiscounted cash fl ows of fi nancial liabilities based on the earliest date on which the Group can be required to pay.

The table includes both interest and principal cash fl ows.

Within Three

Months

Four Months

to One Year

One to Five

YearsTotal

$'000$'000$'000$'000

2016

Trade and other payables 22,047 - - 22,047

Dividend declared 11,045 - - 11,045

Fern Ridge Produce Limited put options 939 - 940 1,879

Borrowings 324 11,812 31,462 43,598

Interest rate swaps and forward rate agreements 113 315 684 1,112

34,468 12,127 33,086 79,681

2015

Trade and other payables 22,276 - - 22,276

Dividend declared 14,527 - - 14,527

Borrowings 305 916 30,611 31,832

Interest rate swaps and forward rate agreements 92 276 1,035 1,403

37,200 1,192 31,646 70,038

73Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

F. GROUP STRUCTURE

IN THIS SECTION

This section provides information to help readers understand the Scales Group structure and how it affects the fi nancial

position and performance of the Group. In this section there is information about:

• subsidiary companies;

• the acquisition of further shares in Fern Ridge Produce Limited;

• the acquisition of shares in Longview Group Holdings Limited; and

• investments in associate company and joint venture.

F1. SUBSIDIARY COMPANIES

Subsidiary Companies:Principal Activity

Country of

Incorporation

Holding

2016 2015Balance Date

Meateor Foods LimitedTrading company

New Zealand100%100%

31 December

Meateor Foods Australia Pty LimitedTrading company

Australia100%100%

31 December

Mr Apple New Zealand LimitedTrading company

New Zealand100%100%

31 December

New Zealand Apple LimitedTrading company

New Zealand100%100%

31 December

Fern Ridge Produce Limited (Note F2)Trading companyNew Zealand72.88%0%31 December

Longview Group Holdings Limited

(Note F2)

Trading companyNew Zealand100%0%31 December

Longview New Zealand Limited

(Note F2)

Trading companyNew Zealand100%0%31 December

Longview Packhouse Limited (Note F2)Trading companyNew Zealand100%0%31 December

Liqueo Bulk Storage LimitedTrading company

New Zealand100%100%

31 December

Polarcold Stores LimitedColdstore operator

New Zealand100%100%

31 December

Scales Logistics LimitedFreight consolidator

New Zealand100%100%

31 December

Whakatu Coldstores LimitedColdstore operator

New Zealand100%100%

31 December

Geo. H. Scales LimitedNon trading company

New Zealand100%100%

31 December

Scales Employees LimitedCustodial company

New Zealand100%100%

31 December

Scales Holdings LimitedHolding company

New Zealand100%100%

31 December

Selacs Insurance LimitedInsurance company

New Zealand100%100%

31 December

Subsidiary companies are controlled by the Company. 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.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the company loses

control of the subsidiary.

Scales Corporation Limited 74
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

F2. ACQUISITION OF SUBSIDIARIES

Fern Ridge Produce Limited:

On 11 January 2016 the Group acquired a further 25% of the share capital of associate entity, Fern Ridge Produce Limited (Fern

Ridge), increasing its shareholding to 75%. As part of the transaction, 2.12% of the shares were then sold to an employee of Fern

Ridge and Scales entered into agreements with the remaining shareholders of Fern Ridge whereby those shareholders have an option

to ‘Put’ their shares to Scales at a value based on a multiple of the Fern Ridge profi ts but with a minimum value equivalent to that

paid to the selling shareholders. The obligations to acquire the shares under the Put options are included in other fi nancial liabilities.

Details of the acquisition are as follows:

Fair Value on

Acquisition

Assets and liabilities acquired: $'000

Assets

Cash and bank balances 1,466

Trade and other receivables1,126

Plant and equipment20

Other intangible assets32

Liabilities

Trade and other payables (2,463)

Current taxation (180)

Net assets acquired 1

Less fair value of non-controlling interest (1,880)

Goodwill on acquisition5,702

Less fair value of existing interest in Fern Ridge (1,943)

Consideration paid in cash 1,880

Less: Cash and bank balances acquired (1,466)

Net cash outfl ow on acquisition414

Goodwill arising on acquisition

Goodwill arose on the acquisition of Fern Ridge because the cost of acquisition included a control premium paid. In addition, the

goodwill refl ects the expected synergies and future market benefi ts expected to be obtained. These benefi ts are not recognised

separately from goodwill as the expected future economic benefi ts arising cannot be reliably measured and they do not meet the

defi nition of identifi able intangible assets.

The additional interest in Fern Ridge was acquired as it is a profi table horticultural trading business which the Group believes fi ts

strategically with its Horticulture operations.

Impact of the acquisition on the results of the Group

Fern Ridge contributed $1,498,000 to the Group profi t after taxation for the year. Group revenue for the year includes $35,291,000

in respect of Fern Ridge.

75Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

F2. ACQUISITION OF SUBSIDIARIES (continued)

Longview Group Holdings Limited Group:

On 2 November 2016 the Group acquired 100% of the shares in Longview Group Holdings Limited (Longview). Longview and its

wholly owned subsidiaries is a Hawke’s Bay grower, packer and marketer of apples. Longview leases 76 hectares of orchard and bare

land under long term leases.

Details of the acquisition are as follows:

Carrying Value

Fair Value

Adjustment

Fair Value on

Acquisition

$’000$’000$’000

Assets and liabilities acquired:

Assets

Trade and other receivables 818 - 818

Unharvested agricultural produce 375 - 375

Inventories 259 - 259

Prepayments 263 - 263

Property, plant and equipment 6,922 4,748 11,670

Other fi nancial assets 9 - 9

Liabilities

Trade and other payables (729) - (729)

Current taxation (388) - (388)

Deferred taxation (126) (1,108) (1,234)

Net assets acquired 11,043

Goodwill on acquisition 5,201

Consideration16,244

Less: Deferred purchase consideration (244)

Net cash outfl ow on acquisition16,000

Goodwill arising on acquisition

Goodwill arose on the acquisition of Longview because the cost of acquisition included immediate access to modern post-harvest

(packhouse) capacity; extends Scales’ total managed orchards by approximately 115 ha, of which 85 ha is planted; allows compelling

cost synergies as the additional owned and leased orchard operations are integrated with the Mr Apple orchard operations; and

gives Scales access to further grower suppliers, markets and customers. These benefi ts are not recognised separately from goodwill

as the expected future economic benefi ts arising cannot be reliably measured and they do not meet the defi nition of identifi able

intangible assets.

Impact of the acquisition on the results of the Group

Due to the seasonal nature of the business, Longview recorded a loss of $583,000 for the two months since acquisition. Group

revenue for the year includes $23,000 in respect of Longview.

Had the Longview acquisition been effective at 1 January 2016, the revenue of the Group would have been $396,459,000 and the

profi t for the year would have been $39,751,000.

F3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Joint Venture:Principal Activity

Country of

Incorporation

Holding

2016 2015Balance Date

Profruit (2006) Limited

Juice Production &

SalesNew Zealand50%50%31 December

The Scales Corporation Limited Group share of the guarantee of Profruit (2006) Limited bank loan facilities is $240,000

(2015: $348,000).

Associate Company:

Fern Ridge Produce Limited

Fruit & Produce

ExportingNew Zealand0%50%31 October

Effective 11 January 2016, Fern Ridge Produce Limited is a subsidiary company.

Scales Corporation Limited 76
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

G. OTHER

IN THIS SECTION

This section includes the remaining information relating to Scales’ fi nancial statements which is required to comply with

NZ IFRS.

G1. CAPITAL COMMITMENTS

20162015

$'000$'000

Commitments entered into in respect of apple trees as at balance date were 1,577 1,420

Commitments entered into in respect of other property, plant and equipment

as at balance date were 150 233

G2. OPERATING LEASE COMMITMENTS

The Group as Lessee

Operating leases relate to coldstores, orchards, offi ces, vehicles and offi ce equipment with lease terms

of between 3 to 9 years, generally with options to extend for further periods. All operating lease

contracts contain rental reviews that provide for reviews at regular intervals and in the event that the

Group exercises its options to renew.

Non-cancellable operating lease commitments:

Not later than one year 13,966 12,811

Later than one year and not later than fi ve years 41,894 40,020

Later than fi ve years 53,762 57,456

The Group as Lessor

Operating leases relate to coldstores owned by the Group with lease terms of between 3 to 9 years,

generally with options to extend for further periods. All operating lease contracts contain review clauses

that provide for reviews at regular intervals and in the event that the lessee exercises its option to renew.

The lessee does not have an option to purchase the property at the expiry of the lease period.

Non-cancellable operating lease receivables:

Not later than one year 1,520 1,101

Later than one year and not later than fi ve years 3,668 3,640

Later than fi ve years 2,796 3,223

G3. RELATED PARTY DISCLOSURES

Transactions with Related Parties

Certain Directors or senior management have relevant interests in companies with which Scales has

transactions in the normal course of business. A number of Scales directors are also non-executive

directors of other companies. Any transactions undertaken with these entities have been entered in

the ordinary course of business on a third party arm’s-length basis.

Key Management Personnel Remuneration

The compensation of the directors and executives, being the key management personnel of the Group,

is as follows:

Short-term employee benefi ts2,742 2,557

Post-employment benefi ts 85 99

2,827 2,656

During 2016 146,028 (2015: nil) shares were issued to key management personnel in accordance with the senior executive share

scheme described in note D2.

77Annual Report - Year Ended 31 December 2016
G3. RELATED PARTY DISCLOSURES (continued)


20162015

$'000

$'000

Transactions with Equity Accounted Entities

Revenue from sale of goods 1,128 4,683

Revenue from services 1,222 2,277

Dividends received 500 871

Materials and consumables purchases - 153

Trade receivables at balance date 349 531

Advance at balance date - 530

The advance was unsecured and repayable on demand.

G4. EVENTS OCCURRING AFTER BALANCE DATE

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the fi nancial statements.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

Scales Corporation Limited 78
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

H. ADOPTION OF AMENDED FINANCIAL REPORTING

STANDARDS AND RESULTING RESTATEMENT

IN THIS SECTION

This section summaries the effect of the change in accounting policy on the prior period disclosures resulting from the

adoption of the amendments to NZ IAS 16 and NZ IAS 41.

H1. ADOPTION OF AMENDED FINANCIAL REPORTING STANDARDS AND

RESULTING RESTATEMENT

The Group has applied the change in accounting policy retrospectively and restated the comparative periods to reverse the fair value

measurement recognised during 2015 relating to apple trees, which are now accounted for in accordance with NZ IAS 16.

In accordance with the transitional provisions in the amendments to NZ IAS 16 and NZ IAS 41 the Group elected to use the fair value

of the apple trees on 1 January 2015 as the deemed cost at that date. Depreciation on apple trees was recognised for the 2015 year

using depreciation rates based on an economic life of 30 years.

The following tables summarise the effect of the change in accounting policy on the prior period presented in the Group’s

consolidated fi nancial statements. The transitional provisions in the amendments to NZ IAS 16 and NZ IAS 41 do not require separate

disclosure showing the effect on the 2016 year.

(a) Consolidated Statement of Financial Position

Previously reportedAdjustmentsRestated

At 1 January 2015 $’000$’000$’000

Equity

Share capital 90,915 - 90,915

Other reserves27,599 - 27,599

Retained earnings27,816 - 27,816

Total Equity146,330 - 146,330

Current assets

Unharvested agricultural produce - 13,47113,471

Other35,763 - 35,763

35,76313,47149,234

Non-current assets

Apple trees 31,368 (31,368)0

Property, plant and equipment145,982 17,897 163,879

Other13,297 - 13,297

190,647 (13,471)177,176

Total Assets 226,410 - 226,410

Current liabilities31,734-31,734

Non-current liabilities

Deferred tax liabilities 17,873 - 17,873

Other30,473 - 30,473

48,346 - 48,346

Total liabilities 80,080 - 80,080

Net Assets 146,330 - 146,330

79Annual Report - Year Ended 31 December 2016
NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 December 2016

H1. ADOPTION OF AMENDED FINANCIAL REPORTING STANDARDS (continued)

Previously reportedAdjustmentsRestated

At 31 December 2015 $’000$’000$’000

Equity

Share capital 90,755 - 90,755

Other reserves27,732 - 27,732

Retained earnings42,539 (3,041)39,498

Total Equity161,026 (3,041)157,985

Current assets

Unharvested agricultural produce - 15,493 15,493

Other51,269 - 51,269

51,269 15,493 66,762

Non-current assets

Apple trees 37,034 (37,034) -

Property, plant and equipment150,750 17,317 168,067

Other17,402 - 17,402

205,186 (19,717)185,469

Total Assets 256,455 (4,224)252,231

Current liabilities 43,459 - 43,459

Non-current liabilities

Deferred tax liabilities 19,116 (1,183)17,933

Other32,854 - 32,854

51,970 (1,183)50,787

Total liabilities 95,429 (1,183)94,246

Net Assets 161,026 (3,041)157,985

(b) Consolidated Statement of Comprehensive Income

Previously reportedAdjustmentsRestated

For the year ended 31 December 2015 $’000$’000$’000

Other income 4,977 (3,031) 1,946

Depreciation and amortisation (10,138) (1,193) (11,331)

Income tax expense 14,338 (1,183) 13,155

Profi t for the year 38,935 (3,041) 35,894

Total comprehensive income 38,900 (3,041) 35,859

The Group’s basic and diluted earnings per share have changed from 27.9 cents to 25.7 cents for the year ended 31 December 2015.

Scales Corporation Limited 80
INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF SCALES CORPORATION LIMITED

OpinionWe have audited the consolidated fi nancial statements of Scales Corporation Limited (the

‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement of

fi nancial position as at 31 December 2016, and the consolidated statement of comprehensive

income, statement of changes in equity and statement of cash fl ows for the year then ended,

and notes to the consolidated fi nancial statements, including a summary of signifi cant

accounting policies.

In our opinion, the accompanying consolidated fi nancial statements, on pages 48 to 79, present

fairly, in all material respects, the consolidated fi nancial position of the Group as at 31 December

2016, and its consolidated fi nancial performance and its consolidated cash fl ows 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 opinionWe 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 suffi cient 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 fulfi lled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor and the provision of taxation advice, risk management

advice, due diligence and other assurance services, we have no relationship with or interests in

the Company or any of its subsidiaries. These services have not impaired our independence as

auditor of the Company and Group.

Audit materialityWe consider materiality primarily in terms of the magnitude of misstatement in the fi nancial

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 infl uenced (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 infl uence 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 fi nancial statements as a whole to be $2.5m.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

signifi cance in our audit of the consolidated fi nancial statements of the current period. These

matters were addressed in the context of our audit of the consolidated fi nancial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Key audit matterHow our audit addressed the key audit matter

Valuation of Apple Trees

Bearer plants (the apple trees) are measured at fair value.

Apple trees were revalued at 31 December 2016 to

$31.0 million as described in note C1. A revaluation gain of

$11.8 million is recorded in other comprehensive income.

Apple trees are valued on the basis of a discounted cash

fl ow analysis of forecast income streams and costs from each

orchard. The model uses a number of signifi cant unobservable

inputs, in particular: production levels per hectare, orchard gate

returns (market prices), orchard costs, and discount rates.

Our procedures focused on the appropriateness of the valuation

methodology and the key assumptions applied in the models.

Our procedures included, amongst others:

• Evaluating the Group’s processes in respect of the

independent valuation of the apple trees including its review

of the valuation methodology and determination of the key

valuation assumptions.

• Engaging a Deloitte valuation specialist to consider whether

the valuation method applied was reasonable.

81Annual Report - Year Ended 31 December 2016
On 1 January 2016, the Group adopted the amendments to NZ

IAS 16 Property, Plant and Equipment and NZ IAS 41 Agriculture

which bring bearer plants (apple trees) into the scope of NZ IAS

16 so they are accounted for as property, plant and equipment.

Disclosures about the impact of adopting these amendments

are provided in note H1 and the ‘About This Report’ section of

the fi nancial statements.

We included the valuation of apple trees as a key audit

matter due to the level of judgement involved in valuing the

apple trees.

• Assessing the competence, objectivity and integrity of

the Group’s independent registered valuer. This included

assessing the valuer’s professional qualifi cations, experience

and independence. It also included meeting with the valuer

to understand the valuation process adopted and to identify

and challenge the critical judgement areas in the valuations.

• Assessing the valuation methodology for consistency with

the prior year and determining whether any signifi cant

changes to the methodology were appropriate.

• Challenging the reasonableness of the key assumptions by

comparing them to the prior year’s valuation, the Group’s

internal data and current market evidence. We focused on

the assumptions relating to production levels per hectare,

orchard gate returns (market prices), orchard costs, and

discount rates.

–We tested estimated production levels per hectare by

comparing orchard hectares in production with prior year,

adjusted for any changes in land area during the current

year. We compared the production levels per hectare to

external production data published by the Ministry for

Primary Industries as well as internal production data for

the previous season on a sample basis.

–We tested the orchard gate returns on a sample basis

by obtaining actual sales returns received during the

previous year.

–We challenged orchard costs by comparing orchard costs

to the prior year valuation and to data published by the

Ministry for Primary Industries.

–We challenged the discount rates by comparing them

with prior period discount rates and considering current

market interest rates and the risks associated with

the orchards.

• Checking the mechanical accuracy of the discounted cash

fl ow models on a sample basis.

• Confi rming that the Group has appropriately applied the

amendments to NZ IAS 16 Property, Plant and Equipment

and NZ IAS 41 Agriculture in accordance with the

transitional provisions.

• Assessing the adequacy of the Group’s disclosures in respect

of the valuations.

Valuation of Unharvested Agricultural Produce

Unharvested agricultural produce growing on bearer plants

(i.e. fruit), is measured at fair value less costs to sell.

The Group’s unharvested agricultural produce was valued

at $18.4 million at balance date as described in note C2.

A revaluation gain of $1.0 million is recorded in profi t or loss.

Fair value less costs to sell is calculated by the Group using a

discounted cash fl ow model. The model includes signifi cant

unobservable inputs and assumptions including, for each

variety, the forecast production per hectare per annum by

weight, sales prices, costs to harvest and sell, and risk-adjusting

discount rates.

The risk-adjusting discount rates take into account the risk of

unknown adverse events that may affect crop, harvest and/or

market conditions.

The valuation of unharvested agricultural produce is a key audit

matter due to the level of judgement required to determine the

fair value less costs to sell.

Our procedures focused on the appropriateness of the valuation

methodology and the key assumptions applied in the internal

valuation model.

Our procedures included, amongst others:

• Holding discussions with management and considering

market information to identify factors, including

environmental or market risks, that would impact the

current crop valuation.

• Engaging a Deloitte valuation specialist to consider whether

the valuation method applied was appropriate and whether

the risk-adjusting discount rates were reasonable based on

market information and risks relating to the unharvested

agricultural produce.

• Challenging the reasonableness of the key assumptions

by comparing the forecast production, prices, and costs

to harvest and sell for the current growing season to the

approved budgets for each orchard.

• Assessing the historical accuracy of the Group’s

budget forecasts.

Scales Corporation Limited 82
• Checking the mechanical accuracy of the discounted cash

fl ow model.

• Assessing the adequacy of the Group’s disclosures in respect

of the valuation.

Valuation of Land and Buildings

Our procedures focused on the appropriateness of the valuation

methodologies and the reasonableness of the underlying inputs

and assumptions.

Our procedures included, amongst others:

• Evaluating the Group’s processes in respect of the

independent valuations, including its review of the

valuation methodologies and assumptions and confi rming,

on a sample basis, the accuracy of the data provided to

the valuers.

• Assessing the competence, objectivity and integrity of the

independent registered valuers. This included assessing their

professional qualifi cations and experience and obtaining

representation from them regarding their independence and

the scope of their work. It also included meeting with the

valuers to understand the valuation processes adopted, and

to identify and challenge the critical judgements applied in

the valuations.

• Engaging a Deloitte valuation specialist to consider whether

the valuation methods applied were appropriate.

• Obtaining the key inputs and assumptions for each property,

comparing these to previous valuations, and considering

whether movements represented possible outliers. Where

signifi cant or unusual movements were identifi ed, we

discussed these with the valuer to identify the reason for

the change and challenged whether the assumptions used

were appropriate.

• Considering whether the valuations and underlying

assumptions were consistent with our knowledge of

economic and other factors affecting the properties and

determining whether adjustments to observable data were

consistent with property-specifi c attributes such as condition

and location.

• Checking the mathematical accuracy of the valuations on a

sample basis.

• Assessing the adequacy of the Group’s disclosures in respect

of the valuations.

Land and buildings are carried at fair value at the date of

revaluation, less any subsequent accumulated depreciation and

impairment losses. Revaluations are performed at least every

3 years.

Land and buildings were revalued at 31 December 2016 to

$140.7 million as described in note C1. A revaluation gain of

$26.9 million is recorded in other comprehensive income.

Revaluations are carried out by independent valuers. Estimating

the fair values of land and buildings requires judgement and the

calculations include both observable and non-observable inputs.

Land and buildings were valued using a combination of

comparative sales and income capitalisation methodologies,

benchmarked against depreciated replacement cost. The

signifi cant inputs and assumptions adopted in the valuations

are sale prices for similar properties, market rental rates, and

capitalisation rates. The valuations include adjustments to

observable data for similar properties to take into account

property-specifi c attributes.

We consider the valuation of Land and Buildings to be a key

audit matter due to the judgment involved in determining their

fair values.

Other informationThe directors are responsible for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated fi nancial statements and

the audit report. The Annual Report is expected to be made available to us after the date of this

auditor’s report.

Our opinion on the consolidated fi nancial statements does not cover the other information and

we will not express any form of assurance conclusion thereon.

Our responsibility is to read the other information identifi ed above when it becomes available

and consider whether the other information is materially inconsistent with the consolidated

fi nancial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated.

When we read the other information in 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 fi nancial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation

of the consolidated fi nancial 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

fi nancial statements that are free from material misstatement, whether due to fraud or error.

83Annual Report - Year Ended 31 December 2016
In preparing the consolidated fi nancial 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 responsibilities

for the audit of the

consolidated fi nancial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated fi nancial

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 infl uence the economic decisions of users taken on the basis of these consolidated

fi nancial statements.

A further description of our responsibilities for the audit of the consolidated fi nancial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

Restriction on useThis 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

27 February, 2017

Scales Corporation Limited 84
Corporate Governance

The Board of Scales Corporation Limited (Scales or the Company) is committed to ensuring that the Company meets best practice

governance principles and maintains the highest ethical standards. The Board has agreed to regularly review and assess Scales’

governance structures to ensure that they are consistent with best practice.

Scales complies with the corporate governance principles set out in the NZX Corporate Governance Best Practice Code. The

Company also complies with the principles in the Financial Markets Authority’s Corporate Governance in New Zealand Principles and

Guidelines and with the corporate governance requirements of the NZX Listing Rules.

The full content of Scales’ corporate governance policies, practices and procedures can be found in the Company’s Corporate

Governance Code, which is available in the “Corporate Governance” section of the Company’s website, www.scalescorporation.

co.nz. The code was reviewed and updated in December 2016 and is reviewed annually.

Responsibilities of the Board

The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid

foundations for the direction, management and oversight of the Company in the support of its objective to generate growth,

corporate profi t and shareholder gain. It has delegated day to day management of the Company to the Managing Director.

The main functions of the Board include to:

• Review and approve the strategic, business and fi nancial plans prepared by management.

• Monitor performance against the strategic, business and fi nancial plans.

• Appoint, provide counsel to and review the performance of the Managing Director.

• Approve major investments and divestments.

• Ensure ethical behaviour by the Company, Board, management and employees.

• Assess its own effectiveness in carrying out its functions.

The Board monitors these matters by receiving reports and plans from management, maintaining an active programme of divisional

visits and through its annual work programme.

The Board uses committees to address certain issues that require detailed consideration by members of the Board who have

specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its committees and determines

their responsibilities.

The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the

Company’s mission, appointments to the Board, strategy, business and fi nancial plans.

Details of the Board’s role, composition, responsibilities, operation, policies and committees are provided in Scales’ Corporate

Governance Code, which is available in the “Corporate Governance” section of the Company’s website.

Board of Directors

The Board is structured to add value. A profi le of each of the Directors is on pages 42 - 43 of this report. The profi les include

information on the year of appointment, skills, experience and background of each Director.

Jon Mayson is the Independent Chairman of Scales. Tim Goodacre is the Independent Deputy Chairman and Nick Harris, Mark

Hutton and Alan Isaac are Independent Directors. Weiyong Wang is the CEO, and a Director, of China Resources Ng Fung Limited,

holder of a 15.381% shareholding in the Company.

Andy Borland is the Managing Director of Scales.

The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales.

Director independence is considered on a case by case basis and is monitored on an ongoing basis.

Board Committees

The Board has two formally constituted committees – the Audit and Risk Management Committee and the Nominations and

Remuneration Committee. Each committee has a charter that sets out its mandate. These two charters can be found as two separate

appendices within the Company’s Corporate Governance Code.

Audit and Risk Management Committee

The primary functions of the Audit and Risk Management Committee are:

• To oversee the fi nancial reporting process to ensure that the interests of shareholders are properly protected in relation to

fi nancial reporting and internal control.

• To provide the Board with an independent assessment of the Company’s fi nancial position and accounting affairs.

• To keep under review the effectiveness of the Company’s procedures for the identifi cation, assessment and reporting of

material risks.

CORPORATE GOVERNANCE

85Annual Report - Year Ended 31 December 2016
Corporate Governance

The Board of Scales Corporation Limited (Scales or the Company) is committed to ensuring that the Company meets best practice

governance principles and maintains the highest ethical standards. The Board has agreed to regularly review and assess Scales’

governance structures to ensure that they are consistent with best practice.

Scales complies with the corporate governance principles set out in the NZX Corporate Governance Best Practice Code. The

Company also complies with the principles in the Financial Markets Authority’s Corporate Governance in New Zealand Principles and

Guidelines and with the corporate governance requirements of the NZX Listing Rules.

The full content of Scales’ corporate governance policies, practices and procedures can be found in the Company’s Corporate

Governance Code, which is available in the “Corporate Governance” section of the Company’s website, www.scalescorporation.

co.nz. The code was reviewed and updated in December 2016 and is reviewed annually.

Responsibilities of the Board

The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid

foundations for the direction, management and oversight of the Company in the support of its objective to generate growth,

corporate profi t and shareholder gain. It has delegated day to day management of the Company to the Managing Director.

The main functions of the Board include to:

• Review and approve the strategic, business and fi nancial plans prepared by management.

• Monitor performance against the strategic, business and fi nancial plans.

• Appoint, provide counsel to and review the performance of the Managing Director.

• Approve major investments and divestments.

• Ensure ethical behaviour by the Company, Board, management and employees.

• Assess its own effectiveness in carrying out its functions.

The Board monitors these matters by receiving reports and plans from management, maintaining an active programme of divisional

visits and through its annual work programme.

The Board uses committees to address certain issues that require detailed consideration by members of the Board who have

specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its committees and determines

their responsibilities.

The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the

Company’s mission, appointments to the Board, strategy, business and fi nancial plans.

Details of the Board’s role, composition, responsibilities, operation, policies and committees are provided in Scales’ Corporate

Governance Code, which is available in the “Corporate Governance” section of the Company’s website.

Board of Directors

The Board is structured to add value. A profi le of each of the Directors is on pages 42 - 43 of this report. The profi les include

information on the year of appointment, skills, experience and background of each Director.

Jon Mayson is the Independent Chairman of Scales. Tim Goodacre is the Independent Deputy Chairman and Nick Harris, Mark

Hutton and Alan Isaac are Independent Directors. Weiyong Wang is the CEO, and a Director, of China Resources Ng Fung Limited,

holder of a 15.381% shareholding in the Company.

Andy Borland is the Managing Director of Scales.

The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales.

Director independence is considered on a case by case basis and is monitored on an ongoing basis.

Board Committees

The Board has two formally constituted committees – the Audit and Risk Management Committee and the Nominations and

Remuneration Committee. Each committee has a charter that sets out its mandate. These two charters can be found as two separate

appendices within the Company’s Corporate Governance Code.

Audit and Risk Management Committee

The primary functions of the Audit and Risk Management Committee are:

• To oversee the fi nancial reporting process to ensure that the interests of shareholders are properly protected in relation to

fi nancial reporting and internal control.

• To provide the Board with an independent assessment of the Company’s fi nancial position and accounting affairs.

• To keep under review the effectiveness of the Company’s procedures for the identifi cation, assessment and reporting of

material risks.

CORPORATE GOVERNANCE

Members of the committee are appointed by the Board and must comprise a majority of Independent Directors. The current

members of the committee are Alan Isaac (Chairman), Nick Harris and Mark Hutton. All members of the Audit and Risk Management

Committee are non-executive Directors. Alan Isaac is a former national chairman of KPMG.

Nominations and Remuneration Committee

The primary functions of the Nominations and Remuneration Committee are:

• To establish a clear framework for oversight and management of the Company’s remuneration structure, policies, procedures and

practices to ensure Scales’ remuneration is fair and reasonable.

• Defi ning the roles and responsibilities of the Board and senior management.

• Reviewing and making recommendations on Board composition and succession.

Members of the committee are appointed by the Board and must comprise a majority of Independent Directors. The current

members of the committee are Mark Hutton (Chairman), Tim Goodacre and Jon Mayson.

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2016. In total

there were nine Board meetings, fi ve Audit and Risk Management Committee meetings and one Nominations and Remuneration

Committee meeting.

BoardAudit and Risk

Management Committee

Nominations and

Remuneration Committee

Andy Borland9--

Tim Goodacre8-1

Nick Harris95-

Mark Hutton951

Alan Isaac84-

Jon Mayson7-1

Code of Ethics

Scales’ Board sets a framework of ethical standards for the Company via its Code of Ethics, which is contained in the Company’s

Corporate Governance Code. These standards are expected of Directors and employees of Scales and its subsidiaries.

The Code of Ethics covers a wide range of areas including the following: standards of behaviour; confl icts of interest; proper use of

Company information and assets; gifts; delegated authorities; compliance with laws and policies; reporting concerns; and corporate

opportunities.

The code is subject to annual review by the Board.

Auditor Independence

Oversight of the Company’s external audit arrangements to safeguard the integrity of fi nancial reporting is the responsibility of

the Audit and Risk Management Committee. Scales maintains an External Auditor Independence Policy to ensure that audit

independence is maintained, both in fact and appearance.

The policy covers the following areas:

• Approval of the external auditor.

• Provision of other assurance services by the external auditor.

• Pre-approval process for the provision of other assurance services.

• External auditor rotation.

• Hiring of staff from the external auditor.

• Relationships between the external auditor and the Company.

The role of the external auditor is to audit the fi nancial statements of the Company in accordance with generally accepted auditing

standards in New Zealand and to report on its fi ndings to the Board and shareholders of the Company.

All services provided by the Company’s external auditor are considered on a case by case basis by management and the Audit and

Risk Management Committee to ensure there is no actual or perceived threat to independence in accordance with the policy.

The effectiveness, performance and independence of the external auditors are reviewed by the Audit and Risk Management Committee.

Deloitte Limited is the Company’s current external auditor. Michael Wilkes is the current audit engagement partner, in his fi rst year

following a partner rotation after the 2015 audit. Michael was previously the audit engagement partner for the seven years up to

2012. Fees paid to Deloitte are included in note B2 of the notes to the fi nancial statements.

The External Auditor Independence Policy is available in the “Corporate Governance” section of the Company’s website.

CORPORATE GOVERNANCE

Scales Corporation Limited86
Board Performance Evaluation

The Board is required to assess annually its effectiveness in carrying out its functions and responsibilities.

The Chairman of the Board is tasked with ensuring that rigorous, formal processes are in place for evaluating the performance of the

Board, Board committees and individual Directors.

In addition to the regular review process, in 2016 the Board undertook the Institute of Directors BetterBoards evaluation. This

provided the opportunity for a formal review of Board operations to ensure that best practice was being followed.

Directors’ Remuneration

An in-depth explanation of Scales’ remuneration philosophy, as well as details of Director remuneration are disclosed in detail in the

Remuneration Report set out at page 88.

Market Disclosure and Shareholder Communications

Scales is committed to making timely and balanced disclosures and respecting the rights of shareholders. It achieves these

commitments, and the promotion of investor confi dence, by ensuring that trading in its shares takes place in an effi cient,

competitive and informed market.

The Company has in place procedures designed to ensure disclosure is made in a timely and balanced manner and that there is

compliance with the NZX Listing Rules such that:

• All investors have equal and timely access to material information concerning the Company, including its fi nancial situation,

performance, ownership and governance.

• Company announcements are factual and presented in a clear and balanced way.

Accountability for compliance with disclosure obligations is with the Managing Director and Chief Financial Offi cer. Signifi cant

market announcements, including the preliminary announcement of the half year and full year results, the fi nancial statements for

those periods, and any advice of a change in earnings forecast are approved by the Board.

Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.

A programme of clear, meaningful, timely and effective communications with shareholders is centred around a comprehensive set

of information regarding Scales’ operations and results being available on the Company’s website together with the content of

shareholder reports.

Shareholder meetings will be held at a time and location to encourage participation by shareholders. Annual meetings are currently

held in Christchurch, refl ecting the head offi ce location for the Company, and the historical shareholder base.

Trading by Company Directors and Employees

The Board has implemented formal procedures to handle trading in the Company’s securities by Directors, employees and advisors

of the Company with the approval of the Chief Financial Offi cer being required before trading can occur. The full procedures are

outlined in the Securities Trading Policy and Guidelines, which is contained in the Company’s Corporate Governance Code.

The fundamental rule in the policy is that insider trading is prohibited at all times. The requirements of the policy are separate from,

and in addition to, the legal prohibitions on insider trading in New Zealand.

Risk Management

The Board is responsible for ensuring that key business and fi nancial risks are identifi ed and that appropriate controls and procedures

are in place to effectively manage those risks.

The Board has delegated responsibility to the Audit and Risk Management Committee to establish and regularly review the

Company’s risk management framework. As part of this framework the committee is tasked with identifying situations and

circumstances in which the Company may be materially at risk, and initiating appropriate action through the Board or Managing

Director.

In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury

management, fi nancial performance, taxation and delegated authorities.

Scales has insurance policies in place covering most areas of risk to its assets and business and also operates a captive insurance

subsidiary, Selacs Insurance. Selacs Insurance accesses reinsurance, for the benefi t of the Company, in the London insurance market.

The Managing Director and Chief Financial Offi cer have provided the Board, through the Audit and Risk Management Committee,

with assurances in connection with the fi nancial statements, including that they have been founded on a sound system of internal

controls and risk management and that the system is operating effectively in all material respects in relation to fi nancial reporting risks.

Scales is currently working to align its Health & Safety policies to embed a best practice culture across the group. Health & Safety

statistics and reports from all operating subsidiaries are reviewed at each Board meeting. This includes reporting on serious and minor

incidents, near misses, hazards and training.

Independent Professional Advice

With the approval of the Audit and Risk Management Committee, Directors are entitled to seek independent professional advice on

any issue related to the fulfi llment of his or her duties, at the Company’s expense.

CORPORATE GOVERNANCE

87Annual Report - Year Ended 31 December 2016
Interests Register

The Board maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately disclose

to the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend and

participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or vote

in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993 to sign

a certifi cate.

Particulars of entries made in the Interests Register for the year ended 31 December 2016 are included in the Director Disclosures section.

Directors’ and Offi cers’ Insurance

As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Company has

indemnifi ed all Directors and arranged Directors’ and Offi cers’ Liability Insurance which ensures that, to the extent permitted by

law, Directors will incur no monetary loss as a result of actions undertaken as Directors. Certain actions are specifi cally excluded, for

example, the incurring of penalties and fi nes, which may be imposed in respect of breaches of the law.

Diversity

Scales recognises the value in diversity of thinking and skills, and seeks to ensure that the Board and workforce both comprise

members refl ecting diversity.

Scales recruits, promotes and compensates on the basis of merit, regardless of gender, ethnicity, religion, age, nationality, sexual

orientation, union membership or political opinion. Scales requires that people in the workplace are treated with respect in

accordance with the Company’s philosophies of equal employment opportunities, and anti-harassment and discrimination policies.

During 2016 the Board welcomed Liz Muller, Scales’ fi rst participant in the Institute of Directors’ Future Directors programme.

Under the terms of the programme Liz will spend a year attending Scales’ Board meetings and participating in Board discussion. The

programme is designed to give talented young aspiring Directors exposure to a Company Board, whilst also giving the host Company

a fresh perspective.

The gender composition of Scales’ Directors, Senior Managers and Management Team (comprising the top two layers of

management) was as follows:

As at 31 December 2016As at 31 December 2015

PositionFemaleMaleFemaleMale

Director0 (0%)7 (100%)0 (0%)6 (100%)

Senior Managers0 (0%)6 (100%)0 (0%)7 (100%)

Management Team (excluding Senior Managers)15 (40%)22 (60%)15 (40%)22 (60%)

CORPORATE GOVERNANCE

Scales Corporation Limited88
REMUNERATION REPORT

Remuneration Report

Introduction

This Remuneration Report outlines the Company’s overall reward strategy for the year ended 31 December 2016 and provides detailed

information on the remuneration arrangements in this period for the Directors of the Company, including the Managing Director, and

other nominated executives.

The Board adopted the Company’s Corporate Governance Code on 12 June 2014. Among other policies, the Corporate Governance

Code includes the Company’s Remuneration Policy, which may be amended from time to time and is reviewed at least once a year.

Remuneration Philosophy

The Nominations and Remuneration Committee is responsible for making recommendations to the Board on remuneration policies and

packages for Directors, the Managing Director and nominated executives. The primary objectives of the Remuneration Policy are to

provide a competitive and fl exible structure that refl ects market practice, but is tailored to the specifi c circumstances of the Company

and which refl ects each person’s duties and responsibilities so as to attract, motivate and retain people of the appropriate quality.

The Nominations and Remuneration Committee reviews market data on remuneration structure and quantum. The remuneration

packages of the Managing Director and nominated executives are structured to include a Short Term Incentive Scheme (STI Scheme) that

is directly linked to the overall fi nancial and operational performance of the Company. The Managing Director and nominated executives

may also be invited to participate in the Company’s Long Term Incentive Scheme (LTI Scheme). The long-term benefi ts of the LTI Scheme

are solely conditional upon the Company share price meeting certain performance criteria, details of which are outlined below.

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and distinct

from the remuneration of the Managing Director and other executives.

Components of Compensation – Non-executive Directors

The Board seeks to set aggregate remuneration for non-executive Directors at a level which provides the Company with the ability to

attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

No remuneration is payable to Directors unless it is approved by the Company’s shareholders. The NZX Listing Rules specify that

shareholders can approve a per Director remuneration amount or an aggregate Directors’ fee pool. At the Company’s Annual

Shareholders Meeting on 8 June 2016, the Company’s shareholders approved an aggregate remuneration pool for non-executive

Directors of $440,000 per annum (an increase of $40,000 per annum).

The aggregate remuneration paid to non-executive Directors and the manner in which it is apportioned amongst Directors is reviewed

annually, with any proposed increase in the aggregate pool put to shareholders for approval at the Company’s next Annual Shareholders

Meeting. The Board reviews its fees to ensure the Company’s non-executive Directors are fairly remunerated for their services,

recognising the level of skill and experience required to fulfi l the role, and to enable the Company to attract and retain talented non-

executive Directors. The process involves benchmarking against a group of peer companies.

Non-executive Directors have no entitlement to any performance-based remuneration or participation in any share-based incentive

schemes. This policy refl ects the differences in the role of the non-executive Directors, which is to provide oversight and guide strategy,

and the role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors are

encouraged to be shareholders, but are not required to hold shares in the Company.

Each non-executive Director receives a fee for services as a Director of the Company. An additional fee is also paid for being a member

of the Board’s Nominations and Remuneration Committee and Audit and Risk Management Committee. The payment of an additional

fee recognises the additional time commitment required by Directors who serve on those committees. Directors are also entitled to be

reimbursed for costs associated with carrying out their duties.

Fees payable to the non-executive Directors of the Company for the period 1 January 2016 to 31 December 2016 were as follows:

DirectorBase fee

Fees for serving on

Nominations and

Remuneration Committee

Fees for serving on

Audit and Risk

Management Committee

Fees for serving on

the Board of Selacs

Insurance Limited

Jon Mayson$104,625 (Chairman)$5,375$0$0

Tim Goodacre (1)$67,570 (Deputy Chairman)$5,375$0$0

Alan Isaac$59,125$0$16,125 (Chairman)$10,750

Nick Harris$59,125$0$5,375$0

Mark Hutton (2)$44,344$4,031$4,031$0

Weiyong Wang$30,858$0$0$0

(1) Tim Goodacre also received fees of $10,500 in relation to consulting services completed for Mr Apple New Zealand Limited

(2) Direct Capital IV Management Limited, of which Mark Hutton is a Director, received $17,470 on account of services performed by

Mark Hutton.

89Annual Report - Year Ended 31 December 2016
REMUNERATION REPORT

(a) Remuneration of Managing Director and executives

The number of employees of the Company (including former employees), not being a Director mentioned above, who received

remuneration and other benefi ts in excess of $100,000 in the period 1 January 2016 to 31 December 2016 is set out in the

remuneration bands detailed below:

Amount of RemunerationEmployees

$100,001 - $110,00012

$110,001 - $120,00012

$120,001 - $130,0005

$130,001 - $140,00010

$140,001 - $150,0002

$150,001 - $160,0003

$160,001 - $170,0001

$170,001 - $180,0002

$190,001 - $200,0003

$200,001 - $210,0003

$220,001 - $230,0002

$230,001 - $240,0001

$240,001 - $250,0002

$280,001 - $290,0003

$300,001 - $310,0001

$320,001 - $330,0001

$510,001 - $520,0001

As set out in further detail below, the total remuneration and value of other benefi ts paid to the Managing Director (including under

the STI Scheme and LTI Scheme detailed below) for the year ended 31 December 2016 was $851,155 (2015: $611,067 ).

(b) Components of Compensation – Managing Director and Other Nominated Executives

(i) Structure

The Company aims to reward the Managing Director and nominated executives with a level and mix of remuneration commensurate

with their position and responsibilities within the Group, so as to:

• reward them for Company, business unit and individual performance against targets set by reference to appropriate benchmarks

and key performance indicators;

• align their interests with those of shareholders; and

• ensure total remuneration is competitive by market standards.

Remuneration consists of both fi xed and variable remuneration components. The variable remuneration component comprises the

STI Scheme and the LTI Scheme.

The proportion of fi xed remuneration and variable remuneration is established for the Managing Director and for each nominated

executive by the Board, following recommendations from the Nominations and Remuneration Committee and the Managing

Director (in the case of the nominated executives).

The remuneration packages for the Managing Director and nominated executives are all subject to Board approval.

(ii) Fixed annual remuneration

Remuneration levels are reviewed annually to ensure that they are appropriate for the responsibility, qualifi cations and experience of

the Managing Director and each nominated executive and are competitive with the market.

The Managing Director and nominated executives receive their fi xed annual remuneration in cash and a limited range of prescribed

fringe benefi ts such as superannuation, motor vehicle and health insurance. The total employment cost of any remuneration

package, including fringe benefi t tax, is taken into account in determining an employee’s fi xed annual remuneration.

For the fi nancial year ended 31 December 2016, the Managing Director received $454,473 in fi xed annual remuneration. By

comparison, the Managing Director received $475,158 in fi xed annual remuneration for the fi nancial year ended 31 December 2015.

Scales Corporation Limited90
REMUNERATION REPORT

(iii) Variable remuneration – STI Scheme

The objective of the STI Scheme is to link the achievement of the annual fi nancial and operational targets with the remuneration

received by the executives charged with meeting those targets. The total potential remuneration under the STI Scheme is set at a

level so as to provide suffi cient incentive to the executive to achieve the targets such that the cost to the Company is fl exible and in

line with the trading outcome for the year.

Actual STI Scheme payments granted to the Managing Director and each nominated executive depend on the extent to which

specifi c targets, set at the beginning of the year, are met. The targets may include a weighted combination of:

• at least 40% for meeting budget or target Underlying Net Profi t after Tax for the Group; plus

• at least 40% for meeting budget or target Underlying Net Profi t after Tax and/or Return on Capital Employed for the group or

business unit; and

• any balance for strategic objectives; and other contributions.

The Nominations and Remuneration Committee consider the performance against the targets, and determine the amount, if any,

to be allocated to the Managing Director and nominated executives. STI Scheme payments relating to the fi nancial year ended 31

December 2016 are delivered as a taxable cash bonus and are payable on completion of the annual audited fi nancial statements. It

should be noted the level of remuneration detailed in this report for the Managing Director includes the bonus paid in early 2016

relating to the 2015 fi nancial year. The total cost for all nominated executives of the STI Scheme for 2015 was $598,120 and the

total accrual for 2016 is $787,942.

The STI Scheme payment for the Managing Director relating directly to the fi nancial year ended 31 December 2016 has been

approved for payment, with the Managing Director receiving $121,500 in STI Scheme payments compared to $121,500 in STI

Scheme payments relating to the 2015 year.

STI Scheme payment values are set as a percentage of base cash remuneration, being 30% for the Managing Director and between

10% and 20% for other nominated executives for the fi nancial year ended 31 December 2016. For the fi nancial year ended 31

December 2016 there were 37 nominated executives in the STI Scheme, an increase of 10 from the 2015 year.

In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus payments to any employee, again directly related

with the trading outcome.

(iv) Variable remuneration – LTI Scheme

The LTI Scheme has been designed to link reward with key performance indicators that drive sustainable growth in shareholder value

over the long term. The objectives of the LTI Scheme are to:

• align the Managing Director and nominated executives’ interests with those of shareholders;

• help provide a long term focus; and

• retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the Company mindset.

Under the LTI Scheme, the Managing Director and nominated executives are offered an interest free loan which is to be applied to

acquire shares in the Company. Shares acquired under the LTI Scheme are held by a custodian and will only vest in the employee if

he or she is still employed by the Company after three years from the date of acquisition. Once the shares vest, the employee still

remains obligated to repay the outstanding balance of the loan. Alternatively, if an employee leaves employment before the expiry

of the three year period, the Company is authorised to sell that employee’s shares with the proceeds applied to repay the balance of

the loan, with any defi cit covered by the Company and any surplus retained by the Company.

Each employee’s loan amount (which determines how many shares will be acquired) is set as a percentage of their base salary and

selected employees will be offered a loan for this amount if the criteria set by the Board are met. For the fi rst three years of the LTI

Scheme, the criterion has been the achievement of a gross Total Shareholder Return of 12.5% over the reference share price. The

reference share price for all new participants is set at the time of joining the scheme.

An offer may be made under the LTI Scheme to the Managing Director and nominated executives each fi nancial year and is based

on individual performance as assessed by the annual appraisal process. If an executive does not sustain a consistent level of high

performance they will not be nominated for participation in the LTI Scheme. The Nominations and Remuneration Committee reviews

all nominated executives, with participation in the LTI Scheme subject to fi nal Board approval. The Board has retained the discretion

to vary the applicable criteria for each offer under the LTI Scheme. Once the Board has fi xed the criteria for a specifi c offer under the

LTI Scheme, those performance hurdles cannot be varied in respect of that offer.

LTI Scheme loan amounts are set as a percentage of base cash remuneration, being 30% for the Managing Director and 10% for

other nominated executives in respect of the fi nancial year ended 31 December 2016. For the fi nancial year ended 31 December

2016, there were 37 nominated executives in the LTI Scheme, an increase of 10 from the 2015 year.

During the fi nancial year ended 31 December 2016, 314,064 shares were allocated under the LTI Scheme relating to the 2015

fi nancial year with matching interest free loans of $524,487, an average of $1.67 per share. The Managing Director will receive

71,471 shares in the Company under the LTI Scheme relating to the fi nancial year ended 31 December 2016, compared to 72,754

shares relating to the previous year. As at the end of the fi nancial year ended 31 December 2016, the total balance owing under the

loans advanced to the Managing Director under the LTI Scheme was $414,903.

91Annual Report - Year Ended 31 December 2016
REMUNERATION REPORT

Total shares allocated under the scheme as at the end of the fi nancial year ended 31 December 2016 are as follows:

Alloction DateVesting Date

Balance at start

of year

Granted during

the year

Vested during

the year

Lapsed during

the year

Balance at end

of year

24 July 201424 July 20171,437,000---1,437,000

8 May 20158 May 201896,193---96,193

22 April 201622 April 2019-314,064--314,064

1,533,193314,064--1,847,257

The total cost of the LTI Scheme relating to the 2015 year share allocation was $759,595. Under accounting standard IFRS 2 Share

Based Payments, the total cost of each annual allocation is spread across the three years of the vesting period from the date of issue.

As a result, the total expense recorded in the Statement of Comprehensive Income for the fi nancial year ended 31 December 2016

is $144,414, (being $342,414 expense less $198,000 that was accrued in fi nancial year ended 31 December 2015). The total cost

relating to each annual share allocation will be cumulative.

It should be noted the level of remuneration detailed in this report for the Managing Director for 2016 includes all of the pro rata

portion of the accounting expense of the LTI Scheme to date. The actual cost relating to the 2016 LTI Scheme allocation will be

included in the 2017 remuneration amount.

(v) Employee share ownership scheme

At the time of the Company’s initial public offering, it established an employee share ownership scheme to facilitate an increase

in the level of participation by employees as shareholders, which improves the alignment of interests between employees and

shareholders. Under the scheme, each eligible employee was offered an interest free loan up to $5,000 to fund 50% of the

subscription price for the shares which the employee wished to acquire in the Company. Employees are obliged to repay their loans

when the shares are sold or when they leave the Company.

Number of Shares

Scales Corporation Limited92
DIRECTOR DISCLOSURES

DIRECTOR DISCLOSURES

Directors

The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2016:

Scales Corporation Limited

Andy Borland Executive Director

Tim Goodacre Independent Deputy Chairman

Nick Harris Independent Director

Mark Hutton Independent Director

Alan Isaac Independent Director

Jon Mayson Independent Chairman

Weiyong Wang (appointed 23 June 2016) Director

Fern Ridge Produce Limited

Russell Black (appointed 8 February 2002)

Andy Borland (appointed 18 January 2013)

Hamish Davis (appointed 9 December 2008)

Andrew van Workum (appointed 18 January 2013)

Peter Single (appointed 8 February 2002, ceased 25 January 2016)

Samuel Newbigin (appointed 8 February 2002, ceased 25 January 2016)

Geo.H.Scales Limited

Andy Borland

Steve Kennelly

Kent Ritchie

Liqueo Bulk Storage Limited

Andy Borland

Kevin Cahill

Longview Group Holdings Limited

Andy Borland (appointed 7 November 2016)

Andrew van Workum (appointed 7 November 2016)

Francis Caccioppoli (appointed 23 January 2012, ceased 7 November 2016)

Michael Caccioppoli (appointed 22 January 2016, ceased 7 November 2016)

Warwick Knibb (appointed 24 September 2007, ceased 7 November 2016)

Martin Stafford (appointed 23 January 2012, ceased 13 January 2016)

Wayne Yule (appointed 23 January 2012, ceased 7 November 2016)

Longview New Zealand Limited

Andy Borland (appointed 7 November 2016)

Andrew van Workum (appointed 7 November 2016)

Francis Caccioppoli (appointed 23 January 2012, ceased 7 November 2016)

Michael Caccioppoli (appointed 22 January 2016, ceased 7 November 2016)

Warwick Knibb (appointed 29 January 2009, ceased 7 November 2016)

Martin Stafford (appointed 23 January 2012, ceased 15 January 2016)

Wayne Yule (appointed 23 January 2012, ceased 7 November 2016)

93Annual Report - Year Ended 31 December 2016
Longview Packhouse Limited

Andy Borland (appointed 7 November 2016)

Andrew van Workum (appointed 7 November 2016)

Francis Caccioppoli (appointed 23 January 2012, ceased 7 November 2016)

Michael Caccioppoli (appointed 22 January 2016, ceased 7 November 2016)

Warwick Knibb (appointed 23 January 2012, ceased 7 November 2016)

Martin Stafford (appointed 23 January 2012, ceased 15 January 2016)

Wayne Yule (appointed 23 January 2012, ceased 7 November 2016)

Meateor Foods Limited

Andy Borland

Stephen Foote

Nick Harris

Meateor Foods Australia Pty Limited

Andy Borland

Tim Goodacre

Mr Apple New Zealand Limited

Andy Borland

Tim Goodacre

Mark Hutton

New Zealand Apple Limited

Andy Borland

Tim Goodacre

Polarcold Stores Limited

Andy Borland

Nick Harris

Mark Hutton

Jon Mayson

Scales Employees Limited

Andy Borland

Mark Hutton

Scales Holdings Limited

Andy Borland

Steve Kennelly

Kent Ritchie

Scales Logistics Limited

Andy Borland

Steve Kennelly

Kent Ritchie

Selacs Insurance Limited

Andy Borland

Alan Isaac

Steve Kennelly

Whakatu Coldstores Limited

Andy Borland

Stephen Foote

DIRECTOR DISCLOSURES

Scales Corporation Limited94
Interests Register

The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2016 to

31 December 2016:

Indemnifi cation and Insurance of Directors

As permitted by the company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the group has

indemnifi ed all Directors and arranged Directors’ and Offi cers’ liability insurance which ensures that, to the extent permitted by law,

Directors will incur no monetary loss as a result of actions undertaken as Directors. Certain actions are specifi cally excluded, for

example, the incurring of penalties and fi nes, which may be imposed in respect of breaches of the law.

Share Dealings by Directors

Dealings by Directors in relevant interests in Scales’ ordinary shares during the year ended 31 December 2016 as entered in the

Interests Register of Scales are as follows:

Name of DirectorNo. of SharesNature of Relevant

Interest

Acquisition/

Disposal

ConsiderationDate of

Acquisition/

Disposal

Mark Hutton25,028,078Indirect interest in

holder, Direct Capital IV

Investments Limited

Disposal$2.60 per share29 March 2016

Mark Hutton552,377Indirect interest in

holder, Sirius Capital

Investments Limited

AcquisitionNil30 March 2016

Andy Borland72,754Benefi cial ownerAcquisition$3.25 per share24 May 2016

General Notice of Disclosure of Interest in the Interests Register

Details of Directors’ general disclosures entered in the relevant interests register for Scales or its subsidiaries during the period

1 January 2016 to 31 December 2016 are as follows:

Scales Corporation Limited

Andy Borland

Rabobank New Zealand LimitedAppointed as Director

Rabobank Australia LimitedAppointed as Director

Rabo Australia LimitedAppointed as Director

Tim Goodacre

Nagambie HealthcareAppointed as Director

Nick Harris

Hellers LimitedCeased as Director

Alan Isaac

Acurity Health Group LimitedCeased to be a Director and Chairman

AMP Capital Property Trust Governance CommitteeCeased to be a Member

Department of Corrections Audit CommitteeCeased to be a Member and Chairman

Rakaia Finance LimitedCeased as Director

Skellerup Holdings LimitedAppointed as Director

Jon Mayson

C3 LimitedCeased to be a Director and Chairman

Fronde Systems Group LimitedCeased to be a Director and Chairman

Weiyong Wang

China Resources Ng Fung LimitedNoted as CEO and Director

DIRECTOR DISCLOSURES

95Annual Report - Year Ended 31 December 2016
Relevant Interests

The table below records the Scales ordinary shares in which each Director had a relevant interest as at 31 December 2016.

DirectorNumber of Ordinary Shares –

Benefi cial

Number of Ordinary Shares –

Non-Benefi cial

Andy Borland293,5541,950,000

Tim Goodacre15,625Nil

Nick Harris100,000Nil

Mark HuttonNil748,277

Alan Isaac25,0003,000

Jon Mayson30,000Nil

Weiyong WangNilNil

Use of Company Information by Directors

No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information, received

in their capacity as Directors, which would otherwise not have been available to them.

Auditor’s Fees

Deloitte Limited has continued to act as the auditor of Scales and its subsidiaries. The amount payable by Scales and its subsidiaries

to Deloitte Limited as audit fees during the year ended 31 December 2016 was $187,300. The amount of fees payable to Deloitte

for non-audit work during the year ended 31 December 2016 was $116,181.

SHAREHOLDER INFORMATION

Spread of Shares

Set out below are details of the spread of shareholders of Scales as at 31 January 2017:

Number of ShareholdersNumber of Shares Held% of Shares Held

Under 1,999691681,0400.49

2,000 to 4,9999492,927,5992.09

5,000 to 9,9997414,877,713 3.49

10,000 to 49,99980114,614,481 10.46

50,000 to 99,999694,444,9993.18

Over 100,00077112,233,174 80.29

DIRECTOR DISCLOSURES

Scales Corporation Limited96
20 Largest Shareholders

Set out below are details of the 20 largest shareholders of Scales as at 31 January 2017:

ShareholderNumber of Shares% of Shares

New Zealand Central Securities Depository Limited 43,545,56531.15

China Resources Ng Fung Limited21,500,00015.38

Custodial Services Limited 7,275,2375.20

FNZ Custodians Limited5,015,8423.58

Custodial Services Limited 2,788,7011.99

Custodial Services Limited2,523,0411.80

Christopher Jon Jamieson & Morris Wayne

Williams & Ian Gordon Bruce Davidson & Richard

Henry Hill2,507,5001.79

John Grant Sinclair & Camille Elizabeth Sinclair 2,241,0001.60

John Grant Sinclair 1,980,7001.41

Andrew James Borland & Gina Dellabarca & Mark

Andrew Bolton 1,950,0001.39

Scales Employees Limited 1,847,2571.32

Custodial Services Limited1,808,2531.29

Custodial Services Limited1,683,8171.20

Investment Custodial Services Limited1,363,6310.97

Custodial Services Limited 832,7040.59

Woolf Fisher Trust Incorporated680,0000.48

New Zealand Depository Nominee Limited613,5290.43

MA Capital Limited552,3770.39

Alan Richard Millward & Alistair Jeffrey Nicholson552,3770.39

Sirius Capital Investments Limited552,3770.39

Total101,813,90872.74

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as advised by notice to Scales at 31 December 2016. The

number of shares shown below is as advised in the most recent substantial product holder notices given to Scales and may not be

their holding as at 31 December 2016.

NameNumber of SharesClass of Shares

China Resources Ng Fung Limited21,500,000Ordinary

Salt Funds Management Limited8,115,930Ordinary

Harbour Asset Management Limited9,934,351Ordinary

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2016 was 139,779,006.

DIRECTOR DISCLOSURES

97Annual Report - Year Ended 31 December 2016
20 Largest Shareholders

Set out below are details of the 20 largest shareholders of Scales as at 31 January 2017:

ShareholderNumber of Shares% of Shares

New Zealand Central Securities Depository Limited 43,545,56531.15

China Resources Ng Fung Limited21,500,00015.38

Custodial Services Limited 7,275,2375.20

FNZ Custodians Limited5,015,8423.58

Custodial Services Limited 2,788,7011.99

Custodial Services Limited2,523,0411.80

Christopher Jon Jamieson & Morris Wayne

Williams & Ian Gordon Bruce Davidson & Richard

Henry Hill2,507,5001.79

John Grant Sinclair & Camille Elizabeth Sinclair 2,241,0001.60

John Grant Sinclair 1,980,7001.41

Andrew James Borland & Gina Dellabarca & Mark

Andrew Bolton 1,950,0001.39

Scales Employees Limited 1,847,2571.32

Custodial Services Limited1,808,2531.29

Custodial Services Limited1,683,8171.20

Investment Custodial Services Limited1,363,6310.97

Custodial Services Limited 832,7040.59

Woolf Fisher Trust Incorporated680,0000.48

New Zealand Depository Nominee Limited613,5290.43

MA Capital Limited552,3770.39

Alan Richard Millward & Alistair Jeffrey Nicholson552,3770.39

Sirius Capital Investments Limited552,3770.39

Total101,813,90872.74

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as advised by notice to Scales at 31 December 2016. The

number of shares shown below is as advised in the most recent substantial product holder notices given to Scales and may not be

their holding as at 31 December 2016.

NameNumber of SharesClass of Shares

China Resources Ng Fung Limited21,500,000Ordinary

Salt Funds Management Limited8,115,930Ordinary

Harbour Asset Management Limited9,934,351Ordinary

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2016 was 139,779,006.

DIRECTOR DISCLOSURES

OTHER INFORMATION

NZX Waivers

Provision of Financial Assistance

NZX granted a waiver to Scales, dated 16 May 2016, from NZX Main Board Listing Rule 7.6.4(b)(iii) in respect of the provision of

fi nancial assistance to Andy Borland, Scales’ Managing Director, for the purpose of the purchase of shares in the Company under

the Scales Senior Executive Long Term Incentive Scheme. The waiver was granted on the conditions that:

(a) Scales’ Chairman, on behalf of Scales’ Board, certifi es that with respect to Andy Borland’s participation in, or entitlements under,

the Scheme (excluding the IPO resolution):

(i) He did not have, and has not had, any infl uence over the Scheme including the criteria and the terms;

(ii) He did not, and will not, vote on any resolutions relating to the Scheme, including the criteria and the terms; and

(iii) He did not, and will not, participate in any Board discussions regarding the Scheme, including the criteria and terms;

(b) Andy Borland will not be a member of the Nominations and Remuneration Committee which decides eligibility to join the

Scheme, as well as the amount, and terms of the fi nancial assistance to be provided to participants under the Scheme;

(c) Andy Borland’s participation under the Scheme has been, and will be, determined by the same criteria applying to all

participants under the Scheme;

(d) Andy Borland, in his role as a Director of the custodian, will not receive any benefi t when a participant participates in the

Scheme.

Exercise of NZX Disciplinary Powers

NZX Limited did not exercise any of its powers under Listing Rule 5.4.2 in relation to Scales during the year ended 31 December 2016.

Donations

Donations of $13,843 were made by Scales during the year ended 31 December 2016.

DIRECTOR DISCLOSURES

Scales Corporation Limited 98
GLOSSARY

~Approximately

Capital EmployedCapital employed by our operations calculated as: Non current assets plus current assets (excluding

any cash or cash equivalent balances) less current liabilities (excluding any overdraft or short term

debt balances)

CAGRCompounding Annual Growth Rate

EBITEarnings before interest and tax

EBITDAEarnings before interest, tax, depreciation and amortisation

Fern RidgeFern Ridge Produce Limited

FMCGFast moving consumer goods

FOBFree on Board, a term which means that the price for goods includes delivery at the seller’s expense

on to a vessel at a named port and no further. The buyer bears all costs thereafter (including costs

of sea freight)

FYFinancial year

GAAPGenerally Accepted Accounting Practice

GroupScales, its subsidiaries and joint venture

HaHectare, a metric unit of measurement defi ned as 10,000 square metres

IPOInitial Public Offering

LiqueoLiqueo Bulk Storage Limited

LongviewLongview Group Holdings Limited, Longview New Zealand Limited and

Longview Packhouse Limited

MeateorMeateor Foods Limited

Mr AppleMr Apple New Zealand Limited

MTMetric tonnes

Net Profi tNet profi t after tax

NZ IFRSNew Zealand equivalents to International Financial Reporting Standards

PolarcoldPolarcold Stores Limited

ProfruitProfruit (2006) Limited

ROCEReturn on capital employed, which is calculated as EBIT divided by Capital Employed

ScalesScales Corporation Limited

Scales LogisticsScales Logistics Limited

Selacs InsuranceSelacs Insurance Limited

TCETray carton equivalent, a measure of apple and pear weight, defi ned as 18.6kg packed weight

which equates to 18.0kg sale weight

TEUA twenty-foot equivalent unit is a unit of cargo capacity to describe container volumes

Whakatu ColdstoresWhakatu Coldstores Limited

99Annual Report - Year Ended 31 December 2016
DIRECTORY

Board of Directors

Jon Mayson (Chairman)

Tim Goodacre (Deputy Chairman)

Andy Borland (Managing Director)

Nick Harris

Mark Hutton

Alan Isaac

Weiyong Wang (appointed 23 June 2016)

Audit and Risk Management Committee

Alan Isaac (Chairman)

Nick Harris

Mark Hutton

Nominations and Remuneration Committee

Mark Hutton (Chairman)

Tim Goodacre

Jon Mayson

Registered Offi ce

52 Cashel Street

Christchurch 8013

New Zealand

Postal Address

PO Box 1590

Christchurch 8140

New Zealand

Telephone

64-3-379-7720

Website

www.scalescorporation.co.nz

Auditor

Deloitte Limited

Level 4

151 Cambridge Terrace

Christchurch 8013

Bankers

ANZ Bank New Zealand Limited

665 Colombo Street

Christchurch 8011

Rabobank New Zealand Limited

Level 23

157 Lambton Quay

Wellington 6011

Westpac New Zealand Limited

Level 2

2 Show Place

Christchurch 8024

Solicitors

Anthony Harper

Level 9

HSBC Tower

62 Worcester Boulevard

Christchurch 8011

Chapman Tripp

23 Albert Street

Auckland 1140

Corporate Adviser

Maher & Associates

17 Albert Street

Auckland 1010

Share Registry

Computershare Investor

Services Limited

Level 2, 159 Hurstmere Road

Takapuna

North Shore City

Auckland 0622

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.