Scales Corporation Limited logo

2017 Annual Results Announcement

Full Year Results27 February 2018SCLIndustrials

Scales Corporation Limited
Head Office: 52 Cashel Street | Christchurch 8013 | New Zealand

Postal: PO Box 1590 | Christchurch 8140 | New Zealand

Phone: +64 3 379 7720

scalescorporation.co.nz




NZX & Media Release


28 February 2018


SCALES CORPORATION DELIVERS ANOTHER STRONG RESULT


Highlights – 12 months to 31 December 2017


 Group FY2017 financial results:

o Record Group revenues of $399.1 million, 7 per cent above FY2016.

o Underlying EBITDA

1

of $62.0 million, at the top end of previously provided guidance.

o Underlying Net Profit

2

of $32.7 million, statutory Net Profit for the Year of $31.8 million.

 Mr Apple export volumes consistent with 2016, with like-for-like production only 5% less than

2016 record volumes in a very challenging growing season.

 Excellent growth in the Storage & Logistics division, with advantage taken of both organic and

acquisition opportunities.


Diversified agribusiness group Scales Corporation Limited (NZX:SCL) today reported its FY2017 full

year results. Net Profit for the year (including non-cash IFRS adjustments) was $31.8 million

(FY2016: $38.2 million). Earnings per share for FY2017 were 22.6 cents per share (2016: 27.4 cents

per share).


Scales Corporation chairman Tim Goodacre says: “This is a very satisfying result in light of a

challenging growing season and some competitive trading conditions. It demonstrates the skill,

knowledge and personal application of all of the Scales team to continue to deliver excellent returns”


“As reported in our half year results, the Hawke’s Bay region experienced a difficult growing season.

However, the Horticulture team produced an overall export volume consistent with the record 2016

crop and an export packout percentage also in line with the prior year. This was supported by an

excellent performance within the Storage & Logistics division and a solid result from the Food

Ingredients division.”



1

Earnings before interest, tax, depreciation and amortisation and excludes non-cash International Financial Reporting

Standards (IFRS) adjustments.

2

Net Profit excluding non-cash IFRS adjustments. A reconciliation between Net Profit and Underlying Net Profit is provided in

the appendix of our annual results presentation pack.

2



Scales Corporation managing director Andy Borland notes: “The FY2017 result reflects the positive

impact of careful investment made in prior years in order to respond to climatic and market conditions,

ensuring the needs of our customers were met.”


“We invested $13.5 million in capital expenditure during FY2017 and our net debt at 31 December

2017 was $40.8 million. Our strong financial position and low gearing enables us to react quickly and

confidently to potential strategic acquisitions and other opportunities. During the year Scales declared

dividends of 19.0 cents per share.

3

As in previous years, the board expects to declare a final dividend

in respect of FY2017 in May, with payment in July.” Mr Borland says.


Divisions


Horticulture

The Horticulture division delivered strong performance with Underlying EBITDA of $38.9 million in

FY2017 (FY2016: $45.3 million).


Mr Borland noted “Profitability was impacted by (1) a slight overall reduction in the weighted average

sale price achieved following record 2016 prices (2) an increase in on-orchard costs, following

adverse weather conditions, to ensure the highest possible export quality packout, and (3) the impact

of slightly reduced Mr Apple volumes (excluding Longview). Investments made during the season

paid off with overall export volumes sold being maintained at 3.55 million TCEs

4

.”


“Ongoing investment is being made in new and exciting plant variety rights for our export markets.

New varieties will be launched during FY2018 and redevelopment of our orchards will continue

accordingly.” Mr Borland says.


Storage & Logistics

The Storage & Logistics division delivered an excellent result with EBITDA of $19.1 million in FY2017,

an increase of 18 per cent on FY2016 Underlying EBITDA of $16.2 million.


Mr Borland commented. “We saw a strong EBITDA uplift of 24 per cent from Coldstore activities,

reflecting a return to more ordinary levels of trading. Scales Logistics acquired OceanAir in August

2017 and this, together with organic growth opportunities, resulted in a 46 per cent increase in

EBITDA compared to 2016. Both TEUs

5

shipped and airfreight tonnes managed were up on prior

year.”


Food Ingredients

The Food Ingredients division generated Underlying EBITDA of $8.0 million (FY2016: $9.2 million).


3

Scales declared a final dividend of 10.0 cents per share for FY2016 on 2 May 2017, which was paid on 7 July 2017 and

declared an interim dividend of 9.0 cents per share for FY2017 on 5 December 2017, which was paid on 19 January 2018.

4 Tray carton equivalent, a measure of apple and pear weight, defined as 18.6kg packed weight which equates to 18.0kg sale

weight.

5 Twenty-foot equivalent unit, based on the volume of a 20-foot-long intermodal shipping container.

3




Mr Borland noted “Within the division, Meateor sold close to 28,000 tonnes of pet food ingredients, an

increase of 20 per cent on its record FY2016 volumes, although a competitive environment resulted in

increased margin pressures. Profruit continued to deliver a robust result.”


Outlook


Looking ahead, Mr Goodacre commented: “Apple picking for the FY2018 crop has recently begun,

slightly ahead of normal harvest times. In spite of the wet weather experienced by the region, early

indications are positive. We anticipate that the Storage & Logistics division will build upon its FY2017

result and that volumes will continue to grow within the Food Ingredients division.”


“Based on these, and other, factors known to us at the present time, the Directors support previously

provided guidance for FY2018 EBITDA of between $58 million and $65 million.”


Contact

Andy Borland, Managing Director, Scales Corporation Limited, Mob: 021 975 999,

email: andy.borland@scalescorporation.co.nz


About Scales Corporation

Scales Corporation is a diversified agribusiness group. It currently comprises three operating

divisions: Horticulture, Storage & Logistics and Food Ingredients. The company’s diverse spread of

activities gives Scales broad exposure to New Zealand’s agribusiness sector. Scales Corporation

was founded in 1897 as a shipping business by George Herbert Scales. Today it employs more than

700 staff New Zealand wide. Find out more at www.scalescorporation.co.nz.

---

SCALES CORPORATION LIMITED
GROWING YOUR DIVERSIFIED AGRIBUSINESS

Annual Results Presentation

For the twelve months ended

31 December 2017

28 February 2018

February 2018Scales – 2017 Full Year Results
AGENDA

1. 2017 Highlights

2. Financial Performance

3. Divisional Performance & Outlook

4. Capital Management

5. Outlook

6. Strategy

7. Appendices

2

2017 HIGHLIGHTS

SCALES BY THE NUMBERS
4

Underlying EBITDA

$62.0m

9% decrease

Dividends declared

19.0 cents

per share

(2016: 14.5 cents per share)

Underlying Net Profit

$32.7m

15% decrease

Revenue

$399.1m

7% increase

ROCE

16%

(2016: 21%)

EPS

22.6 cents

per share

(2016: 27.4 cents per share)

February 2018Scales – 2017 Full Year Results
STRATEGIC AND OPERATING HIGHLIGHTS

5

Mr Apple export volumes of 3.5m TCEs consistent with 2016

record volumes,

like-for-like production only 5% less than 2016.

1

OceanAir acquired

in August 2017, adding new locations and

expertise in the freight forwarding and logistics business.

2

Continued development in our markets, brands and new

varieties:

working alongside customers to identify and satisfy their

needs, particularly in the Asia markets.

3

TEUs shipped and airfreight tonnes handled by Storage &

Logistics up 19% and 88% respectively compared to 2016:

being 29,481 TEUs and 6.2M tonnes.

4

Petfood Ingredients sales volumes up 20% on 2016, being

27,663M tonnes

.

5

Further development in Sustainability and Health & Safety,

including the appointment of a dedicated Group role.

6

FINANCIALS

February 2018Scales – 2017 Full Year Results
GROUP FINANCIAL PERFORMANCE


Revenue $399.1m, up 7% on 2016:


Solid revenue growth from Storage &

Logistics and Food Ingredients divisions.


Horticulture revenue in line with 2016

following successful integration of Longview.


Underlying* EBITDA $62.0m, at the top end

of previously provided guidance:


Increased on-orchard costs (e.g. spraying,

storage) as a result of inclement weather

impacted Horticulture gross margins.


Underlying NPAT $32.7m.


Reported NPAT of $31.8m after deducting

non-cash IFRS adjustments.

7

* Underlying Results exclude all International Financial reporting Standards (IFRS) non-cash adjustments (most notably fair value or revaluation gains and mark-to-market gains or losses on FX contracts

not exercised during the period). Management and the Board believe that Underlying results more accurately demonstrate the change in operational performance of the Group.

** Underlying gross margin excludes fair value gains relating to Mr Apple’s unharvested crop.

*** Capital Employed and Return on Capital Employed in 2016 excludes capital employed and net losses from the Longview acquisition which, due to the timing of the acquisition, did not contribute to 2016

profits. Longview has been included in the 2017 calculation.

Income Statement

2017

$ MillionsActual

Growth %

Actual

Growth %

Revenue399.1

7%

373.9

24%

Cost of Sales(287.1)(262.5)

Underlying Gross Margin **112.0

1%

111.5

4%

Underlying Gross Margin %28%30%

Underlying EBITDA62.0

-9%

67.9

11%

Underlying EBIT47.8

-14%

55.8

11%

Underlying Net Profit32.7

-15%

38.6

11%

After tax impact of:

Non-cash IFRS adjustments(1.0)(0.5)

Net Profit31.8

-17%

38.2

6%

Capital employed***307.5271.1

Return on capital employed ***16%21%

2016

February 2018Scales – 2017 Full Year Results
HISTORIC AND DIVISIONAL TRENDS


Underlying EBITDA and NPAT have increased at CAGRs of 10% and 13% respectively.


Underlying divisional EBITDAs have also increased at CAGRs of between 8% and 14%.

8

Underlying EBITDAUnderlying NPAT

$42.8m

$39.8m

$61.4m

$67.9m

$62.0m

20132014201520162017

CAGR 10%

$20.0m

$19.8m

$34.8m

$38.6m

$32.7m

20132014201520162017

CAGR 13%

HorticultureStorage & LogisticsFood Ingredients

$25.5m

$23.9m

$40.0m

$45.3m

$38.9m

2013 2014 2015 2016 2017

CAGR 11%

$13.9m

$12.3m

$16.3m

$16.2m

$19.1m

2013 2014 2015 2016 2017

CAGR 8%

$4.7m

$5.7m

$7.6m

$9.2m

$8.0m

2013 2014 2015 2016 2017

CAGR 14%

EBITDA by Division

February 2018Scales – 2017 Full Year Results
BALANCE SHEET


Scales’ balance sheet continues to reflect its

investment in land, buildings, equipment and trees:


731 ha. orchards owned by the Group (further 417 ha.

leased).


322,000 m3 of owned coldstorage space (further

453,000 m3 leased).


During 2017, Capital Employed increased slightly by

$14m. The movements are principally due to:


An increase in trade debtors and inventory reflecting the

increased revenues in Storage & Logistics and Meateor.


The acquisition of OceanAir and increase in associated

goodwill.

9

Maintaining a strong balance sheet

Balance Sheet

20172016

$ MillionsActualActual

Current Assets

(excluding Cash)

Trade Debtors23.417.6

Inventory22.216.4

Unharvested Agricultural Produce20.218.4

Other9.812.1

75.764.5

Current Liabilities

(excluding Overdraft and Dividends Declared)

Trade Creditors & Other Payables(22.2) (22.0)

Other(7.1)(8.4)

(29.3) (30.4)

Net Working Capital46.434.1

Non-Current Assets

Apple Trees30.731.0

Land & Buildings142.6140.7

Other PP&E55.555.0

Investments & Intangibles 24.521.1

Other7.811.6

261.1259.3

Capital Employed307.5293.4

February 2018Scales – 2017 Full Year Results
BALANCE SHEET (CONTINUED)


At 31 December 2017, Net Debt was $40.8m.

The increase in Net Debt on 2016 was due to

movements in working capital.


Average net debt for the year was $54.8m, or 0.9x

EBITDA.


Our strong financial position enables us to react

quickly and confidently to potential strategic

acquisitions and other opportunities.


Significant headroom on covenants.

10

Maintaining a strong balance sheet

Balance Sheet (continued)

20172016

$ MillionsActualActual

Non-Current or Other Liabilities

Deferred tax liabilities(28.2) (28.2)

Other financial liabilities(4.0)(4.9)

Dividends declared(12.6) (11.0)

(44.8) (44.1)

Net Debt

Cash less Overdraft5.76.4

Borrowings(46.5) (41.0)

Net Debt(40.8) (34.6)

Total Equity221.9214.6

Covenants

Interest Cover

Ratio18.3x24.1x

Covenant3.0x3.0x

Headroom511% 703%

Senior Debt Coverage

Ratio0.7x0.5x

Covenant2.5x2.5x

Headroom257% 432%

DIVISIONAL
PERFORMANCE &

OUTLOOK

February 2018Scales – 2017 Full Year Results
HORTICULTURE – FINANCIAL PERFORMANCE


Revenue of $228m (1% below 2016 revenue).


Gross profit down 8% on 2016, impacted by additional on-orchard expenses and additional labour.


Underlying divisional EBITDA of $38.9m (14% below 2016 results), representing a resilient

performance in a challenging growing season.

12

A strong performance despite a challenging growing season


Packout of 80% (in line with 2016

packout of 81%). Mr Apple is

constantly achieving incremental

gains in orcharding that lead to

superior export packout.


Longview fully integrated with

existing Mr Apple infrastructure,

improving capacity and unlocking

potential for future efficiencies.


Continued robust performance from

Fern Ridge (EBITDA of $2.3m).

Financial Performance - Horticulture

20172016

$ MillionsActual

Growth %

Actual

Growth %

Revenue228.0

-1%

230.1

29%

Underlying Gross Profit58.0

-8%

63.0

-3%

Underlying Gross Profit Margin25%27%

Other income, admin and operating expenses

(19.1)

8%

(17.7)

-31%

Mr Apple Underlying EBITDA 36.6

-16%

43.6

11%

Fern Ridge Underlying EBITDA 2.3

N/A

2.1

N/A

Longview Underlying EBITDA -

N/A

(0.4)

N/A

Underlying Horticulture EBITDA38.9

-14%

45.3

13%

Depreciation and amortisation(7.8)(6.2)

Underlying Horticulture EBIT31.1

-21%

39.1

14%

February 2018Scales – 2017 Full Year Results
HORTICULTURE – OWN-GROWN VOLUMES


Total own grown export volumes of 3.5m TCEs in line with 2016 (supported by approximately

200,000 TCEs from Longview orchards).


Growth in premium volumes affected by the inclement weather conditions:


Strong growth in volumes of the Asia-targeted NZ Queen variety (an increase of 18% to over 400,000 TCEs).

13

Premium and traditional volumes at a similar level to 2016

Mr Apple Grown Export Volumes (TCE 000s)Growth in Premium Volumes (TCE 000s)

Volumes may have changed slightly from previous announcements as final sales data on unsold fruit is received.

536

741

1,059

1,036

1,454

1,656

1,616

1,465

1,404

1,773

1,716

1,701

1,890

1,929

2,001

2,144

2,833

2,752

3,155

3,546 3,545

2011201220132014201520162017

Traditional Varieties

Premium Varieties

214

343

406

119

185

245

245

282

301

253

273

393

585

574

831

866

809

536

741

1,059

1,036

1,454

1,656

1,616

2011201220132014201520162017

Other

High Colour Fuji and Royal Gala

Pink Lady

NZ Queen

CAGR20%

February 2018Scales – 2017 Full Year Results
HORTICULTURE – PRICES


Compared to the record 2016 prices achieved, our 2017 apple prices were affected by an overall

softening of prices in the market

.

14

Recognition by customers and consumers of the superior quality of the Mr Apple brand

Apple Prices by Variety

20172016

NZD / TCE, FOBActual

Growth %

Actual

Growth %

Premium Varieties36.3

-3%

37.4

-1%

Traditional Varieties28.6

-2%

29.3

5%

Total Mr Apple Orchards32.1

-3%

33.1

2%

Price uplift - Premium vs Traditional27%28%

February 2018Scales – 2017 Full Year Results
HORTICULTURE – OTHER KPIs


Both internal and external grower volumes maintained notwithstanding higher than average rainfall and

the impact from ex-Cyclone Cook.


On a like-for-like basis, Mr Apple export volumes were down by ~5%, favourably comparable to the broader

industry.


Exchange rates broadly comparable to 2016.


Foreign exchange exposure – the impact of current spot rates, if maintained, will present a headwind

for the business post 2018

15

Key Performance Measures

20172016

Actual

Growth %

Actual

Growth %

Volumes (TCE 000s)

Mr Apple own-grown volumes3,545

0%

3,546

12%

External grower volumes1,250

5%

1,187

17%

Total volume sold4,794

1%

4,733

13%

FX Rates

NZD:USD0.69

0%

0.70

-4%

NZD:EUR0.60

0%

0.60

1%

NZD:GBP0.46

-1%

0.47

-3%

NZD:CAD0.88

2%

0.86

0%

February 2018Scales – 2017 Full Year Results
Europe

29%

UK

13%

North

America

5%

Asia &

Middle East

53%

Europe

30%

UK

10%

North

America

7%

Asia &

Middle East

53%

Europe

31%

UK

10%

North

America

5%

Asia &

Middle East

54%

HORTICULTURE – STRATEGY


During 2017 Mr Apple picked over half a billion apples. The Horticulture division sold apples to more than 160

customers in over 40 countries.


Asia & Middle East are the key focus for the Horticulture division, accounting for more than half of our sales, and

are expected to become increasingly relevant for the division:


We scrutinise per hectare orchard returns and will continue to redevelop lower-performing orchards and varieties into higher

value apples. As historical redevelopment matures, volumes of premium varieties will continue to increase.


We continue to invest in our marketing, packaging, products and brands that are targeted to these markets.


Affiliation with our key strategic shareholder, China Resources Ng Fung, provides improved access to the large China market.


Ongoing focus on brand development and acquiring Plant Variety Rights to meet emerging needs:


Dazzle® successfully launched in December 2016 and gaining market recognition as a promising new variety.

16

Asia & the Middle East remain the key focus for Mr Apple

FY16AFY17AFY15A

Mr Apple – Sales by Region (TCEs)

February 2018Scales – 2017 Full Year Results
S&L – FINANCIAL PERFORMANCE

17

Strong uplift from Storage & Logistics with EBITDA up 18% on 2016


Revenues of $126.0m, 16% ahead of 2016 reflecting strong growth from the Coldstorage and Logistics

businesses.


EBITDA of $19.1m, 18% ahead of 2016.


Strong growth from the Coldstore division:


Industry conditions and storage times returning to normal trends – reaping the rewards from previous extensions to the

network.


Coldstore merger completed effective 1 January 2018. The Whakatu Coldstores and Polarcold Stores businesses have

been combined under the “Polarcold” brand.


As a part of this process, the Polarcold logo

was modernised. New signage will be gradually

be rolled out across the network.

Financial Performance - Storage & Logistics

20172016

$ MillionsActual

Growth %

Actual

Growth %

Revenue126.0

16%

108.4

13%

Cost of Sales(81.4)

16%

(70.2)

14%

Gross Profit44.6

17%

38.2

12%

Gross Profit Margin35%35%

Other income, admin and operating expenses

(25.5)

16%

(22.0)

23%

EBITDA

All Coldstores14.5

24%

11.7

-7%

Liqueo1.3

-42%

2.3

30%

Scales Logistics3.3

46%

2.3

17%

Total Storage & Logistics EBITDA19.1

18%

16.2

0%

EBITDA Margin15%15%

Total Storage & Logistics EBIT13.3

22%

10.9

-4%

February 2018Scales – 2017 Full Year Results
S&L – FINANCIAL PERFORMANCE (CONT’D)

18

Ongoing improvements from Scales Logistics


Excellent performance from Scales Logistics, EBITDA up 46% on 2016 results, reflecting:


Strong increases in underlying activity: TEUs shipped and airfreight tonnes handled both significantly ahead of 2016 with growth

of 19% and 88% respectively.


We continue to evolve our expertise in perishable logistics. The OceanAir acquisition furthered this objective.


Bulk liquid storage business, Liqueo, impacted by the loss of a large customer, lower volumes and closure costs.


Liqueo has progressively moved its liquid handling activities at the Whakatu Industrial Park to a better suited facility closer to the

Napier Port (this facility was acquired in 2015). The 2017 result was impacted by one-off costs in finally exiting this facility.


Near term future outlook is positive with large anticipated volume increases from one key client in particular.

February 2018Scales – 2017 Full Year Results
S&L – KPIS

19


A 5% increase in the total available refrigerated coldstore space with additional leased area in Christchurch secured for

current and expected future demand.


Scales Logistics (including airfreight division Balance Cargo) achieved excellent growth :


Increased revenue from:


Scales Logistics internal customers (Fern Ridge, Meateor).


Balance Cargo key external customers.


Acquisition of new customers.


Addition of OceanAir.

Key Performance Measures

20172016

Actual

Growth %

Actual

Growth %

Coldstores

Total available refrigerated coldstore space (m3 000s) 775.1

5%

737.6

2%

Liqueo

Installed capacity of all tanks (MT)20,308

0%

20,308

-10%

Logistics

TEUs shipped (TEUs)29,481

19%

24,713

17%

Airfreight tonnes managed (MT)6,217

88%

3,306

17%

February 2018Scales – 2017 Full Year Results
S&L – STRATEGY AND OUTLOOK

20

Storage & Logistics benefits from a long-term view and appropriate levels of

investment


The outlook for 2018 is positive:


The Coldstore business expects to consolidate returns from new and existing customers requiring additional

storage. The year commenced with higher levels of goods in store relative to this time last year.


New racking to be installed in existing stores will improve the utilisable space and earnings potential of those

sites whilst also improving safety and handling efficiency.


Scales Logistics anticipates further increases in activity (TEUs shipped and airfreight tonnes managed).


Liqueo expected to benefit from additional forecast storage volumes.

February 2018Scales – 2017 Full Year Results
FOOD INGREDIENTS – FINANCIAL PERFORMANCE


Meateor continues its steady growth in securing and selling petfood ingredient volumes. During 2017, 27,663 MT

of petfood ingredients were sold by Meateor up 20% on 2016, delivering a corresponding increase in divisional

revenues.


Profruit sales volumes remained relatively steady at 5.6mL of juice concentrate:


A robust result given the difficult growing conditions and continued improvements in industry orcharding practices (thus provision

of a reduced amount of fruit suitable for processing).


Divisional EBITDA reduced by 13% from 2016 level reflecting increasing margin pressures within the division.


The Group is focused on strategic initiatives to enhance our relationships with suppliers and customers as well as to

build further scale within the division.

21

Record sales volumes from Meateor

Financial Performance - Food Ingredients

20172016

$ MillionsActual

Growth %

Actual

Growth %

Divisional Revenue68.9

19%

58.0

19%

Underlying Food Ingredients EBITDA8.0

-12%

9.2

22%

Depreciation & Amortisation(0.5)

6%

(0.5)

1%

Underlying Food Ingredients EBIT7.5

-13%

8.7

23%

KPIs

Meateor Volume Sold (MT)27,663

20%

22,971

14%

Juice Concentrate Sold (million Litres)5.65.7

CAPITAL
MANAGEMENT

February 2018Scales – 2017 Full Year Results
PERFORMANCE AGAINST BENCHMARKS


We monitor Return on Capital Employed (ROCE) and EBITDA Margins for each division and the group, targeting a

long-run combined ROCE of 15% and EBITDA Margin of 13%.


Group capital employed increased by $14m (5%) between 2016 and 2017, mainly due to an increase in working

capital.

23

Return on Capital Employed and EBITDA Margins targets exceeded


ROCE from all divisions were in excess of their

individual divisional targets.


Overall EBITDA margin remain positive and above

target levels.

Capital Management

20172016

ActualActual

Return on Capital Employed

Horticulture

1

19%28%

Storage & Logistics13%11%

Food Ingredients30%53%

Group16%21%

Target15%15%

EBITDA Margins

2

Horticulture17%20%

Storage & Logistics15%15%

Food Ingredients10%13%

Group16%18%

Target13%13%

2. Excluding share of profit from joint venture

1. Due to the timing of the acquisition (November 2016), Longview was excluded from the

calculation of Horticulture and Group 2016 ROCE. It has been included in 2017.

February 2018Scales – 2017 Full Year Results
CAPITAL EXPENDITURE


Operational capital expenditure of $7.4m was slightly higher than 2016 whilst $6.0m was invested in growth

projects, positioning us strategically for future earnings growth.


Investments during 2017 included:

24

Strategic investment


Horticulture:


Redevelopment of orchards to premium

varieties such as Dazzle®.


Installation of an apple washer at

Longview.


Upgraded vehicles and accommodation

for RSE workers.


Various IT upgrades.


Storage & Logistics:


Racking upgrades at Whakatu for

improved FMCG storage.


Finalisation of the warehouse

management system upgrade at

Polarcold.


Racking at Scales Logistics.

Capital Expenditure

20172016

ActualActual

Operational capital expenditure

Horticulture3.83.3

Storage & Logistics3.33.4

Food Ingredients0.20.4

Other0.10.0

Total operational capital expenditure7.47.0

Growth capital expenditure

Horticulture5.25.0

Storage & Logistics0.83.7

Food Ingredients - -

Total growth capital expenditure6.08.7

Total capital expenditure13.515.7

OUTLOOK

February 2018Scales – 2017 Full Year Results
WHAT WE KNOW ABOUT 2018


Market dynamics remain supportive:


Horticulture:


Apple harvesting is underway, having commenced 7-10 days ahead of last year, notwithstanding the wet weather

experienced by the region. Early crop indications are positive.


Gross production is expected to be consistent with 5-year average volumes.


Export volumes will be influenced by packout, it is hoped this will be slightly ahead of 2017.


Costs are expected to be more in line with a less challenging growing season


Focused marketing and branding efforts will continue throughout Asia.


Storage & Logistics:


We anticipate that the 2018 result will build upon 2017.


Additional volume and revenue is expected from new and existing FMCG customers within the storage division.


Increased fruit volumes are projected for the logistics businesses.


Food Ingredients:


An anticipated increase in volumes with potential changes in product mix.


Continued consideration of opportunities to grow and develop this division.


Based on factors known to us at the time of writing, the Directors support previously provided guidance for 2018

(EBITDA of $58 million to $65 million).

26

A positive outlook

STRATEGY

February 2018Scales – 2017 Full Year Results
REFRESHING OUR STRATEGY


We have refreshed our group investment / growth strategy, adopting a greater focus on pure agri-businesses.


We will focus on opportunities that play well to our strengths:


Fully-vertically integrated.


Export-led.


Add value from our Chinese relationships.


This is an extremely exciting time to be a diversified investor in, and grower of, New Zealand agribusinesses.


New Zealand stakeholders expect the agriculture sector to embrace environmentally friendly, sustainable and high value

production - making best use of current natural resources and creating long lasting environmental benefits.


This is reflected in recent government announcements covering areas such as climate change and expectations of foreign

investment.


Successful implementation of the strategy will ultimately result in a meaningful rebalance of our current portfolio of

businesses:


We will look to acquire businesses that play well to our strengths.


We will seek to divest operations that are not well-aligned with our strengths.

28

A greater focus on pure Agri-Business

February 2018Scales – 2017 Full Year Results
REFRESHING OUR STRATEGY (CONT’D)

29

Agri-Business encompasses the following primary industries

Agriculture

Fisheries /

Aquaculture

Forestry

Viticulture

Horticulture

Apiculture

Innovative

Processed

Food

Dairy, Meat & Wool, Animal

products, Arable products,

Poultry and eggs

79.2%

of New Zealand’s

merchandise exports

The Primary Sector accounts for:

15%

of employment

10.5%

of GDP

APPENDICES

February 2018Scales – 2017 Full Year Results
RECONCILIATION TO STATUTORY ACCOUNTS


This table reconciles Underlying

EBITDA and Underlying Net Profit

to Net Profit as Reported in our

Financial Statements.

31

Reconciliation of Underlying EBITDA to Net Profit

20172016

$'000Actual Actual

Underlying EBITDA62,00767,856

RECONCILIATION TO GAAP INFORMATION

- Depreciation(13,661) (11,438)

- Amortisation(588)(661)

- Finance revenue175167

- Finance charges(3,039) (2,533)

- Taxation(12,164) (14,753)

Underlying Net Profit32,73038,638

- Foreign exchange contract revaluations / hedge ineffectiveness214 (1,258)

- Change in fair value gain on apple inventory(40)993

- Cash settled share-based payments(92) -

- Change in gross liability for Non Controlling Interests(629) -

- Equity settled employee benefits(389)(270)

- Taxation(23)75

(959)(460)

Net Profit as reported in Financial Statements 31,77138,178

February 2018Scales – 2017 Full Year Results
DISCLAIMER

The information in this presentation has been prepared by Scales Corporation Limited with due care and attention. However, neither Scales Corporation Limited

nor any of its directors, employees, shareholders nor any other person shall have any liability whatsoever to any person for any loss (including, without limitation,

arising from any fault or negligence) arising from this presentation or any information supplied in connection with it.

This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based

on current expectations, estimates and assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results

contemplated in any projections and forward-looking statements in this presentation will be realised. Actual results may differ materially from those projected in

this presentation. No person is under any obligation to update this presentation at any time after its release to you or to provide you with further information

about Scales Corporation Limited.

Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The

non-GAAP financial measures used in this presentation include:


EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance charges / (revenue), and taxation expense to net

earnings / (loss) from continuing operations.


EBIT. We calculate EBIT by adding back (or deducting) finance charges / (revenue), and taxation expense to net earnings / (loss) from continuing

operations.


Underlying EBITDA and EBIT are calculated by adding back (or deducting) any non-cash IFRS adjustments.


Underlying Net Profit is calculated by adding back or (or deducting) the after-tax effect of any non-cash IFRS adjustments.

We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial

position or returns, but that they should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-

GAAP financial measures may not be comparable to similarly titled amounts reported by other companies.

Forward-looking statements are subject to any material adverse events, significant one-off expenses or other unforeseeable circumstances.

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in

this presentation constitutes legal, financial, tax or other advice.

32

---

Reporting Period
Previous Reporting Period

12 months ended 31

December 2017

12 months ended 31

December 2016

$'000$'000

Revenue from ordinary activities$399,100$373,9276.7%

Profit (loss) from ordinary activities after

tax attributable to shareholders

$31,330$37,772-17.1%

Net profit (loss) attributable to

shareholders

$31,330$37,772-17.1%

Amount per share Imputed amount per

share

N/AN/A

Record Date

Dividend Payment Date

31 December 2017 31 December 2016

140,510,292139,779,006

$1.43$1.41

Audit

Comments

* Note that it is the company's intention to pay a final dividend in July

2018. A decision on the final dividend is subject to the directors'

approval, taking into account all aspects of the group's performance

and financial position.

Please refer to the attached report for detailed commentary on the

results.

12 months to 31 December 2017

12 months to 31 December 2016

The financial statements attached to this report have been audited.

Percentage change

Dividend to shareholders

Final (for 2017 financial year) *

Net Tangible Assets

Number of shares

Net Tangible Assets per share

Scales Corporation Limited

NZX Appendix 1 - Prescribed Disclosure

Results for announcement to the market

N/A

N/A

---

SCALES CORPORATION LIMITED
ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

Contents
Comprehensive income 03

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 04

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 05

The Scales Group assets, liabilities and equity at the end

of the financial year.

Cash flows 06

Cash generated and used in the operating, investing and

financing activities of the Scales Group.

About this report 08

A. Segment information 10

B. Financial performance 12

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 16

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 21

D1. Share capital

D2. Reserves

D3. Dividends

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities 24

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 29

F1. Subsidiary companies

F2. Acquisition of OceanAir

G. Other 31

G1. Capital commitments

G2. Operating lease commitments

G3. Related party disclosures

G4. Events occurring after balance date

Independent auditor’s report 33

Directory 37

02

ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

03
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

20172016

NOTE$’000$’000

RevenueB1 399,100 373,927

Cost of salesB2(287,102)(257,038)

111,998 116,889

Share of profit of entity accounted for using the equity methodC31,376 1,612

Other incomeB3233 275

Administration and operating expensesB2(51,871)(50,197)

Other lossesB3(665)(1,258)

EBITDA61,071 67,321

Amortisation (588)(661)

DepreciationC1(13,661)(11,438)

EBIT46,822 55,222

Finance revenue175 167

Finance costB4(3,039)(2,533)

PROFIT BEFORE INCOME TAX EXPENSE43,95852,856

Income tax expense B5(12,187)(14,678)

PROFIT FOR THE YEAR31,771 38,178

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

(Loss) gain on cash flow hedges (6,377)9,382

Income tax relating to cash flow hedges 1,786 (2,627)

(4,591)6,755

Items that will not be reclassified to profit or loss:

Revaluation of land and buildings 4,200 26,945

Income tax relating to buildings(588)(3,041)

Revaluation of apple trees- 11,839

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

3,612 32,428

OTHER COMPREHENSIVE (LOSS) INCOME FOR THE YEAR(979)39,183

TOTAL COMPREHENSIVE INCOME FOR THE YEAR30,792 77,361

Profit for the year attributable to:

Equity holders of the Company31,330 37,772

Non-controlling Interests441 406

31,771 38,178

Total comprehensive income for the year attributable to:

Equity holders of the Company30,351 76,955

Non-controlling interests441 406

30,792 77,361

EARNINGS PER SHARE:

Basic earnings per share (cents) D522.6 27.4

Diluted earnings per share (cents) D522.5 27.2

The notes to the financial statements on pages 8 to 32 form part of and should be read in conjunction with this statement.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2017

04
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017


Share

Capital

Revaluation

Reserve

Hedging

Reserve

Equity-settled

Employee

Benefits

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 201690,755 25,289 2,210 233 39,498 157,985 - 157,985

Profit 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 paymentsD2- - - 270 - 270 - 270

Shares purchasedD2(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

Profit for the year- - - - 31,330 31,330 441 31,771

Other comprehensive

income (loss) for

the year- 3,612 (4,591)- - (979)- (979)

Total comprehensive

income (loss) for

the year- 3,612 (4,591)- 31,330 30,351 441 30,792

Recognition of

share-based paymentsD2- - - 389 - 389 - 389

Shares sold179 - - - - 179 - 179

Shares issuedF2970 - - - - 970 - 970

Shares fully vestedD22,853 - - (462)(591)1,800 - 1,800

Dividends paidD3- - - - (13,811)(13,811)(406)(14,217)

Dividends declaredD3- - - - (12,586)(12,586)- (12,586)

Balance at 31

December 201793,750 61,329 4,374 430 61,593 221,476 441 221,917

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2017

The notes to the financial statements on pages 8 to 32 form part of and should be read in conjunction with this statement.

05
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

20172016

NOTE$’000$’000

EQUITY

Share capitalD193,750 89,748

Revaluation reserveD261,329 57,717

Hedging reserveD24,374 8,965

Equity-settled employee benefits reserveD2430 503

Retained earningsD261,593 57,251

Equity attributable to Scales Corporation Limited Shareholders221,476 214,184

Equity attributable to Non-controlling Interests441 406

TOTAL EQUITY221,917 214,590

Represented By:

CURRENT ASSETS

Cash and bank balances5,690 6,355

Trade and other receivablesE123,437 17,529

Other financial assetsE26,415 8,464

Unharvested agricultural produceC220,189 18,433

InventoriesC522,212 16,365

Prepayments3,423 3,655

TOTAL CURRENT ASSETS81,366 70,801

NON-CURRENT ASSETS

Property, plant and equipmentC1228,881 226,652

Investments accounted for using the equity methodC34,507 4,131

GoodwillC418,177 16,222

Other financial assetsE27,764 11,561

Computer software 1,811 745

TOTAL NON-CURRENT ASSETS261,140 259,311

TOTAL ASSETS342,506 330,112

CURRENT LIABILITIES

Trade and other payablesE322,215 22,047

Dividend declaredD312,586 11,045

BorrowingsE46,500 11,000

Current tax liabilitiesB52,739 5,009

Other financial liabilitiesE54,331 3,357

TOTAL CURRENT LIABILITIES48,371 52,458

NON-CURRENT LIABILITIES

BorrowingsE440,000 30,000

Deferred tax liabilitiesB528,175 28,187

Other financial liabilitiesE54,043 4,877

TOTAL NON-CURRENT LIABILITIES72,218 63,064

TOTAL LIABILITIES120,589 115,522

NET ASSETS221,917 214,590


The notes to the financial statements on pages 8 to 32 form part of and should be read in conjunction with this statement.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2017

06
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

20172016

$’000$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers393,145 373,223

Dividends received1,018 525

Interest received175 167

394,338 373,915

Cash was disbursed to:

Payments to suppliers and employees(345,660)(315,413)

Interest paid(3,039)(2,533)

Income tax paid(13,271)(14,627)

(361,970)(332,573)

NET CASH GENERATED BY OPERATING ACTIVITIES 32,368 41,342

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Advances repaid866 1,100

Sale of property, plant and equipment and computer software147 216

1,013 1,316

Cash was applied to:

Net cash outflow on acquisition of businesses (Note F2)(978)(16,414)

Purchase of computer software(1,654)(445)

Purchase of shares in unlisted companies(5)(53)

Purchase of property, plant and equipment(11,826)(19,715)

(14,463)(36,627)

NET CASH USED IN INVESTING ACTIVITIES(13,450)(35,311)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from term facility borrowings10,000 -

Proceeds from seasonal facility borrowings52,500 65,000

Shares sold179 -

62,679 65,000

Cash was applied to:

Repayments of seasonal facility borrowings(57,000)(54,000)

Dividends paid(24,856)(23,501)

Dividends paid to non-controlling interests(406)-

Shares purchased- (1,007)

(82,262)(78,508)

NET CASH USED IN FINANCING ACTIVITIES(19,583)(13,508)

NET DECREASE IN NET CASH(665)(7,477)

Cash and cash equivalents at the beginning of the year6,355 13,832

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR5,690 6,355

Represented by:

Cash and bank balances5,690 6,355

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR5,690 6,355

The notes to the financial statements on pages 8 to 32 form part of and should be read in conjunction with this statement.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2017

07
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

FINANCIAL STATEMENTS

20172016

$’000$’000

NET CASH GENERATED BY OPERATING ACTIVITIES

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

Profit for the year 31,771 38,178

Non-cash items:

Amortisation 588 661

Hedge ineffectiveness on cash flow hedges(214)1,258

Deferred tax 1,186 36

Depreciation 13,661 11,438

Share of equity accounted results (1,376)(1,612)

Share-based payments523 270

Change in gross liability on Fern Ridge Produce Limited put option628 -

Items classified as investing and financing activities:

Working capital amounts included in acquisition of businesses(54)(1,162)

Dividends received from equity accounted company1,000 500

Gain (loss) on disposal of property, plant and equipment36 (50)

Changes in net assets and liabilities:


Trade and other receivables (5,908)(2,848)

Unharvested agricultural produce (1,756)(2,940)

Inventories (5,847)(2,051)

Prepayments 232 (689)

Trade and other payables 168 (229)

Current tax (2,270)582

NET CASH GENERATED BY OPERATING ACTIVITIES32,368 41,342

Statement of Cash Flows

For the purpose of the statement of cash flows, 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 flows:

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

financing 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.


Tim Goodacre, ChairmanAndy Borland, Managing Director

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 27 February 2018.

CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

for the year ended 31 December 2017

08
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

ABOUT THIS REPORT

IN THIS SECTION

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

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

Information is considered relevant and material if:

• the amount is significant 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-profit

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 financial 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 financial reporting standards, as

appropriate for a Tier 1 for-profit 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;

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

financial 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 financial 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 financial 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; and

• Unharvested agricultural produce in note C2.

Basis of Consolidation

The Group financial statements incorporate the financial

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.

The financial 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 financial statements, all material intra-

group transactions, balances, income, expenses and cash flows

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 financial statements are provided

throughout the notes to the financial statements.

09
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Adoption of New and Revised Standards and

Interpretations - Standards and Interpretations in Issue

not yet Effective

NZ IFRS 9 (2014) Financial Instruments

NZ IFRS 9 (2014) Financial Instruments establishes the

principles for hedge accounting and impairment of financial

assets. The directors do not anticipate that application of

NZ IFRS 9 (2014) will have a material impact on the financial

performance or financial position of the Group when it

becomes effective on 1 January 2018.

NZ IFRS 15 Revenue from Contracts with Customers

NZ IFRS 15 Revenue from Contracts with Customers establishes

a single comprehensive model for entities to use in accounting

for revenue arising from contracts with customers. NZ IFRS

15 will supersede the current revenue recognition guidance

including NZ IAS 18 Revenue and the related interpretations

when it becomes effective on 1 January 2018.

The core principle of NZ IFRS 15 is that an entity should

recognise revenue to depict the transfer of promised goods

or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in

exchange for those goods or services. Specifically, the Standard

introduces a 5-step approach to revenue recognition:

• Identify the contract(s) with a 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 satisfies a

performance obligation.

Under NZ IFRS 15, an entity recognises revenue when (or as)

a performance obligation is satisfied, i.e. when “control” of

the goods or services underlying the particular performance

obligation is transferred to the customer. Far more prescriptive

guidance has been added in NZ IFRS 15 to deal with specific

scenarios. Furthermore, extensive disclosures are required by

NZ IFRS 15.

Based on preliminary analysis, the directors do not anticipate

that the implementation of NZ IFRS 15 will have a significant

impact on the financial performance of the Group for the full

year reporting period.

NZ IFRS 16 Leases

NZ IFRS 16 Leases introduces a comprehensive model for

the identification of lease arrangements and accounting

treatments for both lessors and lessees. NZ IFRS 16 will

supersede the current lease guidance including NZ IAS 17

Leases and the related interpretations when it becomes

effective on 1 January 2018.

NZ IFRS 16 distinguishes leases and service contracts on the

basis of whether an identified asset is controlled by a customer.

The distinction between operating leases (off balance sheet)

and finance leases (on balance sheet) is removed for lessee

accounting, and is replaced by a model where a right-of-use

asset and a corresponding liability have to be recognised for

all leases by lessees (i.e. all on balance sheet) except for short-

term leases and leases of low value assets.

The right-of-use asset is initially measured at cost and

subsequently measured at cost (subject to certain exceptions)

less accumulated depreciation and impairment losses,

adjusted for any remeasurement of the lease liability. The

lease liability is initially measured at the present value of the

lease payments that are not paid at that date. Subsequently,

the lease liability is adjusted for interest and lease payments,

as well as the impact of lease modifications, among others.

Furthermore, the classification of cash flows will also be

affected as operating lease payments under NZ IAS 17

are presented as operating cash flows; whereas under the

NZ IFRS 16 model, the lease payments will be split into a

principal and an interest portion which will be presented as

financing and operating cash flows respectively.

In contrast to lessee accounting, NZ IFRS 16 substantially

carries forward the lessor accounting requirements in NZ IAS

17, and continues to require a lessor to classify a lease either as

an operating lease or a finance lease.

Furthermore, extensive disclosures are required by NZ IFRS 16.

As at 31 December 2017, the Group has non-cancellable

operating lease commitments of $128 million. NZ IAS 17

does not require the recognition of any right-of-use asset or

liability for future payments for these leases; instead, certain

information is disclosed as operating lease commitments

in note G2. A preliminary assessment indicates that these

arrangements will meet the definition of a lease under NZ

IFRS 16, and hence the Group will recognise a right-of-use

asset and a corresponding liability in respect of all these leases

unless they qualify for low value or short-term leases upon the

application of NZ IFRS 16. The new requirement to recognise

a right-of use asset and a related lease liability is expected to

have a significant impact on the amounts recognised in the

Group’s consolidated financial statements and the directors are

currently assessing its potential impact. It is not practicable to

provide a reasonable estimate of the financial effect until the

directors complete their review.

Other

The Group has reviewed all other Standards, Interpretations

and Amendments to existing Standards in issue not yet

effective and, except as noted above, does not expect these

Standards to have a material effect on the financial statements

of the Group.

10
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

A. SEGMENT INFORMATION

IN THIS SECTION

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

about individual segments, including:

• total segment revenue and revenue from external customers;

• segment profit 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.

Food

IngredientsHorticulture

Storage &

LogisticsOtherEliminationsTotal

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

2017

Total segment revenue68,855 227,970 126,851 3,779 (28,355)399,100

Inter-segment revenue- - (25,224)(3,131)28,355 -

Revenue from external customers68,855 227,970 101,627 648 - 399,100

Loss on sale of non-current assets- (5)(31)- - (36)

Share of profit of entity accounted for

using equity method1,376 - - - - 1,376

EBITDA8,166 38,352 19,125 (4,572)- 61,071

Amortisation expense(3)(247)(312)(26)- (588)

Depreciation expense(528)(7,593)(5,512)(28)- (13,661)

Finance revenue1 94 20 60 - 175

Finance costs- (22)- (3,017)- (3,039)

Segment profit (loss) before income tax7,636 30,584 13,321 (7,583)- 43,958

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, OceanAir Freight Pty Limited

and Whakatu Coldstores Limited.

Other: Scales Corporation Limited, Geo. H. Scales Limited,

Scales Employees Limited, Scales Holdings Limited and Selacs

Insurance Limited.

11
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Food

IngredientsHorticulture

Storage &

LogisticsOtherEliminationsTotal

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

Segment assets35,743 182,362 120,203 4,198 - 342,506

Segment liabilities7,906 38,229 23,155 51,299 - 120,589

Segment carrying value of investment

accounted for using the equity method4,507 - - - - 4,507

Segment acquisition of property, plant and

equipment and computer software211 9,063 4,129 73 - 13,476

Property, plant and equipment and

computer software included in business

acquisitions (note F2)- - 47 - - 47

2016

Total segment revenue58,038 230,077 108,383 3,525 (26,096)373,927

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

Revenue from external customers58,038 229,865 85,252 772 - 373,927

Gain on sale of non-current assets1 70 (20)(1)- 50

Share of profit of entity accounted for

using the equity method1,612 - - - - 1,612

EBITDA9,016 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 revenue1 108 15 43 - 167

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

Segment profit (loss) before income tax8,514 39,125 10,867 (5,650)- 52,856

Segment assets27,327 185,423 109,971 7,391 - 330,112

Segment liabilities6,325 44,781 20,777 43,639 - 115,522

Segment carrying value of investment

accounted for using the equity method4,131 - - - - 4,131

Segment acquisition of property, plant

and equipment and computer software370 12,722 7,060 8 - 20,160

Property, plant and equipment and

computer software included in

business acquisitions- 11,722 - - - 11,722

20172016

$'000$'000

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

New Zealand 127,919 107,111

Asia106,925 112,712

Europe76,603 76,530

North America85,487 75,210

Other2,166 2,364

399,100 373,927

SEGMENT REPORTING (continued)

12
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

B. FINANCIAL PERFORMANCE

IN THIS SECTION

This section explains the financial 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

20172016

$'000$'000

Revenue from the sale of goods283,286 269,062

Revenue from the rendering of services110,196 92,507

Fees and commission476 681

Net foreign exchange gain1,002 7,925

Net hail insurance proceeds119 -

Rental revenue4,021 3,752

399,100 373,927

Sale of Goods

Revenue from the sale of goods is recognised when the Group has transferred to the buyer the significant 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 benefits associated with the transaction will flow to

the Group.

Rendering of Services

Revenue from services is recognised on the basis of the value of services 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 financial statements

Audit of the annual financial statements139 141

Review of interim financial statements 42 40

Other services:

Audit of solvency certificate for Selacs Insurance Limited6 6

Acquisition due diligence services- 89

Risk management review- 17

Tax compliance services- 4

Tax services re employee share scheme- 6

Bad debts Incurred (recovered)48 (390)

Change in fair value adjustment to unharvested agricultural produce40 (993)

13
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

20172016

$'000$'000

Change in inventories(5,847)(2,051)

Direct expenses38,022 35,299

Directors' fees466 434

Donations28 14

Electricity8,581 8,427

Employee benefits expense:

Post employment benefits - defined contribution plans1,566 1,235

Salaries, wages and related benefits72,986 68,777

Other employee benefits748 314

Grower payments55,620 58,972

Insurance3,605 3,369

Management fees119 108

Materials and consumables60,133 44,238

Ocean and air freight61,721 50,911

Operating lease expenses18,415 14,998

Packaging15,628 15,913

Repairs and maintenance6,907 7,357

338,973 307,235

Disclosed as:

Cost of sales287,102 257,038

Administration and operating expenses51,871 50,197

338,973 307,235

Employee Benefits

An accrual is made for benefits 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 defined 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 benefits 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

Dividends18 25

(Loss) gain on disposal of property, plant and equipment(36)50

Hedge ineffectiveness on cash flow hedges214 (1,258)

Remeasurement of gross liability to non-controlling interest(629)-

Insurance proceeds1 200

(432)(983)

Disclosed as:

Other income233 275

Other expenses(665)(1,258)

(432)(983)

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

14
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

B4. FINANCE COST

20172016

$'000$'000

Interest on loans2,729 2,346

Other interest180 41

Bank facility fees 130 146

3,039 2,533

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 Profit or Loss

Income tax expense comprises:

Current tax expense 11,504 14,648

Adjustments recognised in the current year in relation to the current tax of prior years (503)(6)

Deferred tax expense relating to the origination and reversal of temporary differences1,186 36

Total income tax expense recognised in profit or loss12,187 14,678

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

in the financial statements as follows:

Profit from continuing operations43,958 52,856

Income tax expense calculated at 28% 12,308 14,799

Non-assessable income(390)(448)

Non-deductible expenses443 321

Over provision of income tax in previous year - current tax(503)(6)

Under provision of income tax in previous year - deferred tax329 12

12,187 14,678

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 year5,009 4,427

Arising on acquisition of businesses- 567

Current taxation expense - continuing operations11,001 14,642

Taxation paid(13,271)(14,627)

Balance at end of the year2,739 5,009

15
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017


Opening

balance

Charged to

profit 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 2017

Deferred tax liabilities (assets):

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

Unharvested agricultural produce4,883 769 - - 5,652

Property, plant and equipment and

computer software20,334 574 588 - 21,496

Trade and other payables(512)(157)- - (669)

Other financial assets and liabilities 3,487 - (1,786)- 1,701

Net deferred tax liability28,187 1,186 (1,198)- 28,175

31 December 2016

Deferred tax liabilities (assets):

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

Unharvested agricultural produce4,338 440 - 105 4,883

Property, plant and equipment and

computer software13,345 (509)6,356 1,142 20,334

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

Other financial assets and liabilities 860 - 2,627 - 3,487

Net deferred tax liability17,933 36 8,983 1,235 28,187

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 profit 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 financial 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 financial 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 profit or loss in the period in which they arise.

B5. TAXATION (continued)

16
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

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

Office

Equipment &

Motor Vehicles

at cost

Capital

Work in

Progress

at costTotal

$’000$’000$’000$’000$’000$’000

Gross carrying amount

Balance 1 January 2016104,532 18,510 100,755 16,889 4,152 244,838

Additions6,904 2,909 6,086 3,056 761 19,716

Acquisition of businesses8,866 200 2,563 93 - 11,722

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

Revaluation20,368 9,520 - - - 29,888

Balance at 31 December 2016140,670 31,139 108,861 19,282 4,913 304,865

Additions252 2,209 7,599 2,505 (739)11,826

Acquisition of businesses (Note F2)- - - 47 - 47

Disposals(9)- (685)(1,032)- (1,726)

Revaluation1,712 - - - - 1,712

Balance at 31 December 2017142,625 33,348 115,775 20,802 4,174 316,724

Accumulated depreciation and

impairment

Balance 1 January 20164,402 1,193 58,874 12,302 - 76,771

Depreciation expense2,175 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

Depreciation expense2,488 2,432 6,628 2,113 - 13,661

Disposals- - (595)(948)- (1,543)

Revaluation(2,488)- - - - (2,488)

Balance 31 December 2017- 2,617 70,603 14,623 - 87,843

Net book value

As at 31 December 2016140,670 30,954 44,291 5,824 4,913 226,652

As at 31 December 2017142,625 30,731 45,172 6,179 4,174 228,881

17
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Accounting Policy

Land, buildings and apple trees are included in the statement

of financial 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 sufficient

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 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 profit or loss, in which case

the increase is credited to profit 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 profit 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 profit 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.

Office 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

Office 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 profit or loss.

C1. PROPERTY, PLANT AND EQUIPMENT (continued)

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, Logan Stone Limited and

Telfer Young Limited. 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.

An assessment of the fair value of land and buildings as at

31 December 2017 was completed by Scales using market

information provided by independent valuers. Based on this

assessment there was deemed to be no material change in the

capitalisation rates from 31 December 2016 and only minor

movements in potential market comparative rental rates. As a

result a valuation increase of $4,200,000 has been recorded in

other comprehensive income.

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-

specific attributes.

The significant 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 the 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.

Significant changes in either of these inputs would result in

significant changes to the fair value measurement.

The Group’s land and buildings are classified as Level 3 in the

fair value hierarchy.

The carrying amount of land and buildings had it been

recognised under the cost model is $82,221,000 (31 December

2016: $83,869,000).

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 reflect the location, plantings, age and varieties of

trees and productive capabilities of the orchards.

An assessment of the fair value of the apple trees as at

31 December 2017 was completed by Scales using market

information provided by the independent valuer. It was

determined that the carrying amount as at 31 December 2017

did not differ materially from fair value.

18
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

C1. PROPERTY, PLANT AND EQUIPMENT (continued)

The significant unobservable inputs, based on district averages, for the apple trees are:

20172016

Production levels (gross tray carton equivalent (tce)) per hectare3,305 - 5,8963,624 - 5,709

Orchard gate returns per tce$24.36 - $39.90$25.31 - $38.90

Orchard costs per tce$18.77 - $31.39$17.00 - $28.60

Discount rate18.0% - 21.40%18.0% - 21.40%

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. Significant changes in any of these inputs would result in significant changes to the fair value measurement.

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

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

Total Hectares Planted

20172016

Premium varieties:

NZ Queen211 213

Pink Lady119 121

Red sports (Fuji and Royal Gala)234 234

Other premium75 59

Traditional varieties:

Braeburn165 171

Royal Gala186 186

Other traditional158 160

1,148 1,144

The exported volume from Mr Apple’s planted apple orchard was 3,537,000 tce’s (2016: 3,546,000 tce’s).

Risk Management Strategy:

The Group is exposed to financial 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

20172016

$'000$'000

Balance at beginning of the year18,433 15,493

Decrease due to harvest(18,433)(15,493)

Acquisition of businesses- 375

Development expenditure19,236 17,065

Fair value adjustment953 993

Balance at end of the year20,189 18,433

The assessment of the value of unharvested agricultural produce was undertaken by management, using a discounted cash flow

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.

19
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

The significant unobservable inputs included in the model are the:

20172016

$'000$'000

Production levels (tonnes per hectare per annum)60 - 10750 - 100

Orchard gate returns per tce$22 to $39$20 to $40

Risk adjusting discount rates 51% to 72%55% to 73%

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.

C3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

20172016

$'000$'000

Share of profit before taxation1,915 2,241

Share of income tax(539)(629)

Share of Net Profit for the Year and Total Comprehensive Income1,376 1,612

Carrying value at beginning of the year4,131 3,019

Dividend paid(1,000)(500)

INVESTMENT IN EQUITY ACCOUNTED ENTITY4,507 4,131

Profruit (2006) Limited, which is domiciled in New Zealand and has a 31 December balance date, is the joint venture investment as at

31 December 2017 and 31 December 2016. The principal activity is juice production and sales. Scales held 50% of of Profruit (2006)

Limited as at 31 December 2017 and 31 December 2016.

The Scales Corporation Limited Group share of the guarantee of the Profruit (2006) Limited bank loan facilities is $1,494,197

(2016: $240,000).

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets

of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when

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

The results and assets and liabilities of joint ventures are incorporated in these consolidated financial statements using the equity

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

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

income of the joint venture. Dividends or distributions received from a joint venture reduce the carrying amount of the investment in

that joint venture in the Group financial statements. When the Group’s share of losses of a joint venture exceeds the Group’s interest

in that joint venture, the Group discontinues 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 joint venture.

An investment in a joint venture is accounted for using the equity method from the date on which the investee becomes a joint

venture until the date it ceases to be a joint venture. On acquisition of the investment in a joint venture, any excess of the cost of

the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as

goodwill, which is included within the carrying value of the investment. The requirements of NZ IAS 36 are applied to determine

whether it is necessary to recognise any impairment loss.

C4. GOODWILL

20172016

$'000$'000

Gross Carrying Amount

Balance at beginning of the year16,222 5,319

Arising on acquisition of:

Fern Ridge Produce Limited- 5,702

Longview Group Holdings Limited- 5,201

OceanAir business and assets and shares in OceanAir Freight Pty Limited (see Note F2)1,955 -

Balance at end of the year18,177 16,222

C2. UNHARVESTED AGRICULTURAL PRODUCE (continued)

20
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

C4. GOODWILL (continued)

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.

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

lowest level at which the Directors monitor goodwill.

20172016

$'000$'000

Storage & Logistics3,944 1,989

Horticulture14,233 14,233

18,177 16,222

As at 31 December 2017, the Directors have determined, based on discounted cash flow 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 goods17,798 12,489

Other4,414 3,876

22,212 16,365

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 first in first 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 first 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

profit 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 flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time

value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (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 profit or

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

21
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

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 confidence 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 140,510,292 fully paid ordinary shares (2016: 139,779,006) less treasury stock of 721,056

shares (2016: 1,847,257 shares) (refer to note D2). All shares rank equally in all respects.

Shares issued or purchased on market under the Senior Executive Share Scheme (“Share Scheme”) (note D2) are treated as treasury

stock until vesting to the employee.

Number of shares

20172016

Fully paid ordinary shares

Opening balance139,779,006 139,779,006

Shares issued as consideration for business acquisition (Note F2)283,405 -

Share Scheme - shares issued335,211 -

Cash-settled share based payment shares issued112,670 -

Closing balance140,510,292 139,779,006

Treasury stock

Opening balance1,847,257 1,533,193

Share Scheme - shares issued335,211 -

Share Scheme - shares purchased on market- 314,064

Share Scheme - shares forfeited and sold on market(50,212)-

Share Scheme - shares fully vested(1,411,200)-

Closing balance721,056 1,847,257

The Available Subscribed Capital of $38,531,000 (2016: $36,036,000) 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.

22
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

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 Benefits 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 executives will not gain any benefit 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.

Grant dateVesting dateExercise price, $Number of shares

Opening

balanceGrantedForfeited

Vested and

exercised

Closing

balance

24 July 201424 July 20171.601,437,000 - 25,800 1,411,200 -

8 May 20158 May 20181.6696,193 - - - 96,193

22 April 2016*22 April 20191.67314,064 - 15,066 - 298,998

5 May 2017†5 May 20201.70- 299,377 9,346 - 290,031

5 May 2017‡5 May 20202.45- 35,834 - - 35,834

Total1,847,257 335,211 50,212 1,411,200 721,056

The weighted average share price for shares that vested on 24 July 2017 was $3.45.

The shares issued vest over three years. 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 benefits reserve. Expected share price volatility was based on historical volatility of the Company ordinary shares.

The inputs into the “option pricing calculator” are:

201720172016

†FY16A‡FY16B*FY15

Acquisition date share price, $3.353.353.20

Expected share price volatility, %232324

Option life, years333

Risk-free interest rate, %2.312.312.12

Exercise price, $1.702.451.67

Fair value of each instrument issued in the year, at the grant date, $1.771.161.65

Retained Earnings

Retained earnings represents the profits retained in the business.

D3. DIVIDENDS

20172016

$'000$'000

Final dividend - 10.00 (2016: 6.50) cents per share13,811 8,974

Interim dividend - 9.00 (2016: 8.00) cents per share12,586 11,045

26,397 20,019

The 2017 interim dividend was declared on 5 December 2017 and paid on 19 January 2018.

23
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

D4. IMPUTATION CREDIT ACCOUNT

20172016

$'000$'000

Balance at end of the year18,583 17,408

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

Basic earnings per share is calculated by dividing the profit attributable to shareholders of the company by the weighted average

number of ordinary shares on issue during the year, excluding shares held as treasury stock. Diluted earnings per share assumes

conversion of all dilutive potential ordinary shares in determining the denominator.

20172016

$'000$'000

Profit attributable to equity holders of the Company

- used in the calculation of earnings per share

31,330 37,772

Number of shares

20172016

Basic and diluted earnings per share

Weighted average number of ordinary shares138,738,233138,026,398

Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme) 751,619832,669

Weighted average number of Ordinary Shares for diluted earnings per share 139,489,852138,859,067

Basic earnings per share (cents)22.6 27.4

Diluted earnings per share (cents)22.5 27.2

24
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

E. FINANCIAL ASSETS AND LIABILITIES

IN THIS SECTION

This section explains the financial 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 financial assets and liabilities; and

• the financial instruments used to manage risk.

ACCOUNTING POLICIES

Financial Assets

Financial assets are classified into the following specified

categories: financial assets ‘at fair value through profit or loss’

(FVTPL) and ‘measured at amortised cost’.

The classification depends on the business model for

managing the financial asset and the cash flow characteristics

of the financial 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 profit or loss

Financial assets are classified at fair value through profit or loss

if they are not measured at cost or amortised cost. Gains and

losses on a financial asset designated in this category and not

part of a hedging relationship are recognised in profit or loss.

Financial assets measured at amortised cost

The Group’s financial assets held in order to collect contractual

cash flows that are solely payments of principal and interest

on the principal outstanding are measured at amortised cost.

Cash and cash equivalents, trade receivables and employee

loans are classified in this category.

Impairment of financial 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 financial asset, the estimated

future cash flows of the asset have been affected.

For financial 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 flows, discounted at the financial asset’s original

effective interest rate.

Financial Liabilities Measured at Amortised Cost

The Group’s financial liabilities include trade and other

payables and borrowings. These financial 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 profit or loss immediately unless

the derivative is designated as an effective hedging instrument,

in which event the timing of the recognition in profit or loss

depends on the nature of the hedge relationship. The Group

designates certain derivatives as cash flow hedges. A derivative

is presented as a non-current asset or a non-current liability

where the cash flow 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 flows 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 flow 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 profit or loss, and is included in ‘other income’

or ‘other losses’.

Amounts recognised in the hedging reserve are reclassified

from equity to profit or loss in the periods when the hedged

item is recognised in profit 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 qualifies 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 profit 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 profit or loss.

25
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

E1. TRADE AND OTHER RECEIVABLES

20172016

$'000$'000

Trade receivables18,724 14,574

Other receivables1,356 593

Owing by entity accounted for using the equity method76 349

Goods and services tax3,281 2,013

23,437 17,529

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 financial 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 financial institutions.

There is a significant concentration of credit risk with five customers who represent 25.93% (2016: five customers who represent

35.63%) of trade and other receivables.

The carrying amount of financial assets recorded in the financial 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 significant 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

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

One month3,995 2,363

Two months 790 639

More than two months786 2,139

5,571 5,141

E2. OTHER FINANCIAL ASSETS

Current:

At fair value:

Foreign currency derivative instruments6,415 8,409

At amortised cost:

Advances to other entities- 55

6,415 8,464

Non-current:

At fair value:

Foreign currency derivative instruments6,544 11,231

Shares in unlisted companies 211 206

At amortised cost:

Employee loans 1,009 124

7,764 11,561

26
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

E3. TRADE AND OTHER PAYABLES

20172016

$'000$'000

Trade payables10,325 12,737

Accruals7,214 4,882

Employee entitlements4,676 4,428

22,215 22,047

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 profit

or loss over the period of the borrowing using the effective interest method. The fair value of current and non-current borrowings is

approximately equal to their carrying amount.

The Group signed Multi-Option Facility Agreements with Rabobank and Westpac New Zealand Limited on 22 March 2013. The total

facility is $90,000,000 (2016: $100,000,000). At 31 December 2017 the undrawn amount under these facilities was $43,500,000

(2016: $59,000,000).

The floating interest rate is 2.94% to 3.34% (2016: 2.91% to 3.25%) and the term borrowing facility roll-over date is 30 June

2019. Seasonal facility presented as current borrowings is due for repayment within one year. The bank facilities are secured by a

first ranking security interest granted by each of the Charging Group* Companies over all its present and after-acquired property

(including proceeds) and a first ranking security interest over any of the Charging Group Companies present and future assets and

undertakings which are not personal property. The bank facilities are also secured by first and exclusive registered mortgages over

property comprising coolstores, orchards and industrial and commercial property owned by members of the Charging Group.

*Charging Group Companies are Scales Corporation Limited, Geo.H.Scales Limited, Liqueo Bulk Storage Limited, Meateor Foods

Limited, Mr Apple New Zealand Limited, New Zealand Apple Limited, Polarcold Stores Limited, Scales Holdings Limited, Scales

Logistics Limited and Whakatu Coldstores Limited.

The Multi-Option Facility Agreements with the Group’s banks include 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 financial liabilities at fair value:

Foreign currency derivative instruments1,312 2,047

Interest rate swap contracts and forward rate agreements481 371

Fern Ridge Produce Limited put option2,538 939

4,331 3,357

Non-current financial liabilities at fair value:

Foreign currency derivative instruments3,318 3,111

Interest rate swap contracts and forward rate agreements725 826

Fern Ridge Produce Limited put option- 940

4,043 4,877

On 11 January 2016 the Group increased its shareholding in Fern Ridge Produce Limited (“Fern Ridge”) 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 Fern Ridge profits, but with a minimum value equivalent to that paid to the selling shareholders.

27
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

E6. INTEREST RATE RISK

Interest Rate Risk Management

The Group is exposed to interest rate risk as it borrows funds at floating 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 fixed and

floating 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 flow exposures on the issued floating

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

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

is based on the notional principal amount at balance date.

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

Maturity Date

Fixed Interest

Rate

Notional Principal

AmountFair Value

201720162017201620172016

%%$’000$’000$’000$’000

Maturity Date

Interest rate swap contracts:

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

Two to five years4.02 4.02 30,000 30,000 (938)(826)

After five years3.25 - 10,000 - (268)-

Forward rate agreements:

Within one year- 3.55 - 25,000 - (91)

(1,206)(1,197)

These interest rate swap contracts and forward rate agreements, exchanging floating rate interest amounts for fixed rate interest

amounts, are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting from floating 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 profit or loss over the period that the floating rate interest

payments on debt impact profit or loss.

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

At 31 December 2017 it is estimated that a general increase of one percent in interest rates would decrease the Group’s profit after

income tax and equity by approximately $558,000 (2016: $451,000).

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 fluctuate 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 financial instruments. The fair value of foreign currency derivative financial instruments at the reporting date is determined

on a discounted cash flow basis whereby future cash flows are estimated based on forward exchange rates and contract forward

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

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

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

20172016

Contract ValueFair ValueContract ValueFair Value

$’000$’000$’000$’000

Sale commitments forward foreign exchange contracts260,406 3,546 165,524 7,250

Sale commitments foreign exchange options96,787 4,783 128,150 7,232

28
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

E7. FOREIGN CURRENCY RISK (continued)

These foreign currency instruments are designated as cash flow hedges in order to reduce the Group’s cash flow exposure resulting

from movements in foreign currency exchange rates on anticipated future transactions. It is anticipated that the sales will take place

during the 2018 to 2021 financial years at which stage the amount deferred in equity will be released into profit or loss.

It is estimated that a general increase of five cents in the value of the New Zealand dollar against other foreign currencies would

have decreased the Group’s profit after income tax by $10,303,000 (2016: $9,939,000). A decrease in exchange rates would have

the opposite impact on profit.

E8. CATEGORIES OF FINANCIAL INSTRUMENTS

2017 2016

$'000$'000

Financial Assets:

Fair value through profit or loss211 206

Derivative instruments in designated hedge accounting relationships12,959 19,640

Amortised cost26,855 22,050

40,025 41,896

Financial Liabilities:

Amortised cost81,301 74,092

Fair value through profit or loss2,538 1,879

Derivative instruments in designated hedge accounting relationships5,836 6,355

89,675 82,326

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 flows and matching the maturity profiles of financial assets and liabilities.

The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up

based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

The table includes both interest and principal cash flows.

Within Three

Months

Four Months

to One Year

One to Five

YearsTotal

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

2017

Trade and other payables22,215 - - 22,215

Dividend declared12,586 - - 12,586

Fern Ridge Produce Limited put options1,269 1,269 - 2,538

Borrowings363 7,601 40,633 48,597

Interest rate swaps and forward rate agreements120 364 1,247 1,731

36,553 9,234 41,880 87,667

2016

Trade and other payables22,047 - - 22,047

Dividend declared11,045 - - 11,045

Fern Ridge Produce Limited put options939 - 940 1,879

Borrowings324 11,812 31,462 43,598

Interest rate swaps and forward rate agreements113 315 684 1,112

34,468 12,127 33,086 79,681

29
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

F. GROUP STRUCTURE

IN THIS SECTION

This section provides information to help readers understand the Scales Group structure and how it affects the financial

position and performance of the Group. In this section there is information about:

• subsidiaries; and

• the acquisition of assets and business of OceanAir Limited and shares in OceanAir Freight Pty Limited.

F1. SUBSIDIARY COMPANIES

Subsidiary Companies:Principal Activity

Country of

Incorporation

Holding

2017 2016Balance Date

Fern Ridge Produce LimitedTrading companyNew Zealand 72.88%72.88%31 December

Geo. H. Scales Limited Non trading companyNew Zealand 100%100.00%31 December

Liqueo Bulk Storage LimitedTrading companyNew Zealand 100%100.00%31 December

Longview Group Holdings LimitedNon trading companyNew Zealand 100%100.00%31 December

Longview New Zealand LimitedNon trading companyNew Zealand 100%100.00%31 December

Longview Packhouse LimitedNon trading companyNew Zealand 100%100.00%31 December

Meateor Foods Australia Pty LimitedTrading companyAustralia100%100.00%31 December

Meateor Foods LimitedTrading companyNew Zealand 100%100.00%31 December

Mr Apple New Zealand LimitedTrading companyNew Zealand 100%100.00%31 December

New Zealand Apple LimitedTrading companyNew Zealand 100%100.00%31 December

OceanAir Freight Pty Limited (Note F2)Freight consolidatorAustralia100%0.00%31 December

Polarcold Stores LimitedColdstore operatorNew Zealand 100%100.00%31 December

Scales Employees LimitedCustodial companyNew Zealand 100%100.00%31 December

Scales Holdings LimitedHolding companyNew Zealand 100%100.00%31 December

Scales Logistics LimitedFreight consolidatorNew Zealand 100%100.00%31 December

Selacs Insurance LimitedInsurance companyNew Zealand 100%100.00%31 December

Whakatu Coldstores LimitedColdstore operatorNew Zealand 100%100.00%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.

30
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

F2. ACQUISITION OF OCEANAIR

On 1 August 2017 Scales Corporation Limited through its wholly owned subsidiary Scales Logistics Limited completed the purchase

of the assets and the business of OceanAir Limited and all of the shares in OceanAir Freight Pty Limited (collectively OceanAir), a

freight forwarding business with offices in Auckland and Melbourne.

OceanAir specialises in sea and air freight for perishable produce, specifically kiwifruit and avocado exports, which account for about

50% of its activity.

Details of the acquisition are as follows:

Fair Value on

Acquisition

$'000

Current assets

Cash and cash equivalents14

Trade and other receivables247

Prepayments4

Non-current assets

Property, plant and equipment47

Current liabilities

Trade and other payables(319)

Net liabilities acquired(7)

Goodwill on acquisition1,955

Consideration1,948

Issue of shares in Scales Corporation Limited as part consideration970

Net cash outflow on acquisition978

Goodwill arising on acquisition

Goodwill arose on the acquisition of OceanAir because the cost of acquisition included immediate operational presences in the

Auckland and Melbourne markets, synergies and future market benefits as the operations are integrated with the Scales Logistics

operations. These benefits are not recognised separately from goodwill as the expected future economic benefits arising cannot be

reliably measured and they do not meet the definition of identifiable intangible assets.

Impact of the acquisition on the results of the Group

OceanAir contributed $198,000 to the Group profit for the year. Group revenue for the year includes $4,308,000 in respect of

OceanAir. Had the OceanAir acquisition been effective at 1 January 2017, the revenue of the Group would have been $403,854,000

and the profit for the year would have been $31,735,000.

31
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

G. OTHER

IN THIS SECTION

This section includes the remaining information relating to Scales’ financial statements which is required to comply

with NZ IFRS.

G1. CAPITAL COMMITMENTS

20172016

$'000$'000

Commitments entered into in respect of apple trees as at balance date2,161 1,577

Commitments entered into in respect of property, plant and equipment as at

balance date- 150

G2. OPERATING LEASE COMMITMENTS

The Group as Lessee

Operating leases relate to coldstores, orchards, offices, vehicles and office 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 year16,271 13,966

Later than one year and not later than five years53,325 41,894

Later than five years58,854 53,762

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 year4,065 1,520

Later than one year and not later than five years3,696 3,668

Later than five years1,866 2,796

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 benefits2,820 2,858

Share-based payments433 262

Post-employment benefits102 85

3,355 3,205

During 2017 145,813 (2016: 146,028) shares were issued to key management personnel in accordance with the senior executive

share scheme described in note D2.

32
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

G3. RELATED PARTY DISCLOSURES (continued)

20172016

$'000$'000

Transactions with Equity Accounted Entities

Revenue from sale of goods890 1,128

Revenue from services968 1,222

Dividends received1,000 500

Trade receivables at balance date76 349

G4. EVENTS OCCURRING AFTER BALANCE DATE

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements.

INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF SCALES CORPORATION LIMITED

OpinionWe have audited the consolidated financial statements of Scales Corporation Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as

at 31 December 2017, and the consolidated statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 3 to 32, present

fairly, in all material respects, the consolidated financial position of the Group as at 31 December

2017, and its consolidated financial performance and cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (‘NZ

IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for 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 sufficient and appropriate to provide a

basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code

of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor and the provision of 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 Group.

Audit materialityWe consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the Group that in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced (the

‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a

person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit

work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $2.15 million.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

33

ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Key audit matterHow our audit addressed the key audit matter
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 $20.2 million at balance date as described in note C2. A

revaluation gain of $1.0 million is recorded in profit or loss.

Fair value less costs to sell is calculated by the Group using a

discounted cash flow model. The model includes significant

unobservable inputs and assumptions including, for each

variety, the forecast production per hectare per annum by

weight, sales prices, and risk-adjusting discount rates, as well as

costs to harvest and sell.

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 considered

to be 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.

• Checking the mechanical accuracy of the discounted cash

flow model.

Valuation of Land and Buildings

As disclosed in note C1, the Group has land and buildings

of $142.6 million. The Group has a policy of recording land

and buildings at fair value with revaluations performed with

sufficient regularity that the carrying amount at the end of a

reporting period does not differ materially from their fair value

(usually every 3 years). The last independent valuation of land

and buildings was carried out as at 31 December 2016.

The significant assumptions adopted in the valuation of land

and buildings include; sales 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-specific attributes.

Management have considered and sought input from

independent valuers as to any changes to the significant

assumptions used in the 2016 valuation and whether these

changes indicate that the land and buildings are not held at fair

value as at 31 December 2017.

Management have used the information provided by the

independent valuers to determine that the fair value of the

land and buildings has increased by $4.2 million. This increase

is recorded through other comprehensive income in the

consolidated statement of comprehensive income.

Valuation of land and buildings is considered to be a key audit

matter due to the significance of the assets to the Group’s

consolidated statement of financial position, and due to the

judgment involved in the assessment of the fair value of these

assets by the Group’s Directors.

In conjunction with our internal valuation specialists we

reviewed and evaluated the documentation prepared by the

Group in support of their assessment of whether the carrying

value of land and buildings classified as property, plant and

equipment as at 31 December 2017 differed materially from

their fair value.

Our procedures included, amongst others:

• Agreeing material additions to supporting documentation.

• Assessing changes in the significant assumptions from

the 31 December 2016 independent valuation against

external information.

• Assessing correspondence from the independent valuer.

• Checking the mathematical accuracy used in the

Group’s assessment.

34

ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Valuation of Apple Trees
As disclosed in note C1 the Group has apple trees of $30.7

million. The Group has a policy of recording apple trees at fair

value with valuations performed with sufficient regularity that

the carrying amount at the end of a reporting period does not

differ materially from their fair value (usually every 3 years). The

last independent valuation of apple trees was carried out as at

31 December 2016.

The significant assumptions adopted in the valuation of these

assets are production levels per hectare, orchard gate returns

(market prices), orchard costs, and discount rates.

Management have considered and sought input from

independent valuers as to any changes to the significant

assumptions used in the 2016 valuation and whether these

changes indicate that the apple trees are not held at fair value

as at 31 December 2017.

Management have applied judgement in determining there

have been no substantial changes to the significant assumptions

used in the 2016 valuations, that these assumptions remain

appropriate, and that fair value does not differ materially from

carrying amount as at 31 December 2017.

Valuation of apple trees is considered to be a key audit matter

due to the significance of the assets to the Group’s consolidated

statement of financial position, and due to the judgment

involved in the assessment of the fair value of these assets by

the Group’s Directors.

In conjunction with our internal valuation specialists we

reviewed and evaluated the documentation prepared by the

Group in support of their assessment of whether the carrying

value of the apple trees as at 31 December 2017 differed

materially from their fair value.

Our procedures included, amongst others:

• Agreeing material additions to supporting documentation.

• Assessing management’s assertion that there have been no

substantial changes to the significant assumptions from the

31 December 2016 independent valuation against internal

data and market information.

• Assessing correspondence from the independent valuer.

35

ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

Other informationThe directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated

financial 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 financial 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 identified above when it becomes available

and consider whether the other information is materially inconsistent with the consolidated

financial 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 financial

statements

The directors are responsible on behalf of the Group for the preparation and fair presentation

of the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to enable the preparation of consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities

for the audit of the

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ)

will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1

This description forms part of our auditor’s report.

Restriction on 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, 2018

36

ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

37
ANNUAL FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2017

DIRECTORY

Board of Directors

Tim Goodacre (Chairman)

Andy Borland (Managing Director)

Nick Harris

Mark Hutton

Alan Isaac

Weiyong Wang

Carol Chen (Alternate Director for Weiyong Wang, appointed

2 November 2017)

Audit and Risk Management Committee

Alan Isaac (Chairman)

Nick Harris

Mark Hutton

Nominations and Remuneration Committee

Mark Hutton (Chairman)

Tim Goodacre

Finance and Treasury Committee

Mark Hutton (Chairman)

Andy Borland

Health and Safety Committee

Nick Harris (Chairman)

Andy Borland

Registered Office

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.