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2020 Annual Report

Annual Report25 March 2021SCLIndustrials

Scales Corporation Limited
Annual Report

2020

02
Mr Apple coolstore at Whakatu - commissioned in February 2021.

03
Contents

Introduction 04

Key 2020 Highlights 06

Managing Director and Chair’s Report 08

Sustainability Report 18

Divisional Overview 26

Leadership Profiles 40

Financial Statements 44

Independent Auditor’s Report 86

Corporate Governance 91

Director Disclosures 105

Glossary 110

Directory 111

Adapt.
Support.

Grow.

“Unity, personal commitment and adaptation to

change – core characteristics of the Scales team.”

Our 109th year of trading was a year like no other. From lockdowns,

to travel restrictions, and supply chain disruption, the team

successfully navigated a series of obstacles. Deemed to be

essential businesses, we operated throughout all lockdown periods,

and our staff worked tirelessly to respond to the difficulties put in

front of them.

Their safety was, and always is, our absolute priority and we are

indebted to the strength and bravery of our people during those

times. For the 2020 year, not only did Scales perform strongly,

we continued to exceed expectations and break records. This is

testament to the leadership, teamwork and commitment exhibited

by each individual business. The world may have irrevocably

changed, but we look forward to the evolution of Scales as it

operates in a ‘new normal’.

“Thank you to our team of 2,500 for your

hard work and dedication.”

Scales Corporation Limited

Introduction

04

Vertically integrated apple grower,
packer & marketer

Apple marketer

Horticulture

Air & sea freight

Logistics

Petfood ingredient

procurer, processor

and marketer

Juice manufacturer

Food Ingredients

Petfood ingredient

procurer, processor

and marketer

Australia

USA

Introduction

Annual Report - Year Ended 31 December 2020

05

$26.6m
$97.6m

$53.9m$33.8m

15.0c

(2019: $121.6 million)

(2019: $104.9 million)

(2019: $52.7 million)(2019: $36.4 million)

(2019: 84.2 cents)

5.74 m

of all apples

exported

TCEs

Reported Profit for

the Year

Net Cash

Underlying

EBITDA

Underlying


Net Profit After Tax

earnings per

share (EPS)

apples donated

to local and

overseas

communities

35,502

(2019: 39,438 TEUs)

TEUs of ocean

freight managed

Our

Numbers

0.5m

+

(2019: 5.95 million TCEs)

Scales Corporation Limited

06

Key 2020 Highlights

(2019: 16 per cent)
Revenue

TCEs

First

climate

change report

prepared

First

pay equality

review

completed

Third

annual carbon

footprint

certification

undertaken

apples picked

Almost

$

470.7m

19.0c

15%

580m

(2019: $484.6 million)

(ROCE)

per share

(2019: 19.0 cents)

Return on

Capital Employed

115,739

of petfood ingredients sold

1

,

up 4 per cent

of own-grown

apples exported,

up 2 per cent

metric tonnes

3.92m

Dividends

declared of

6.5m

litres of juice sold,

up 6 per cent

1

Includes 100 per cent of volumes from Meateor NZ; i.e. total volumes controlled directly and indirectly by the Meateor Group.

Annual Report - Year Ended 31 December 2020

Key 2020 Highlights

07

Managing Director and Chair’s Report
Performing

under pressure

The launch of Dazzle

TM

in

2020 at high-end Chinese

retailer, Hema.

2020
$’000

2019

$’000

Change

Revenue470,709484,609-3%

EBITDA56,74079,853-29%

Underlying EBITDA53,86252,6992%

Net Profit 26,581121,577-78%

Underlying Net Profit33,76436,399-7%

On behalf of the Board, we are pleased to present Scales’ Annual Report for the

year ended 31 December 2020.

This was a turbulent year, but one in which Scales reported a solid result with

Revenue of $470.7 million and a Profit for the Year of $26.6 million. Our

Underlying

1

results were also pleasing, with Underlying EBITDA and Underlying

NPAT of $53.9 million and $33.8 million respectively.

Andy Borland and Tim Goodacre.

The benefit of our diversified agribusiness strategy

was once again demonstrated. Strong growth in the

Food Ingredients division offset lower earnings in the

Horticulture division, due to the effect and timing

of global lockdowns, driving a significant change in

the earnings mix between divisions as compared to

previous years.

The graphs below show Underlying EBITDA and Underlying NPAT for a five-year period. It should be noted that the

historic results have not been amended for businesses that have been divested or acquired and therefore reflect

the changes in Group structure, particularly from 2019 onwards.

$32.7m

$38.6m

Underlying NPAT

20192020201820172016

$35.8m

$36.4m

$33.8m

1

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

these profit measures provide meaningful information that is helpful to investors and give them a better understanding of a company’s financial performance when presented

in addition to GAAP (NZ IFRS) information. Underlying profit measures are used internally to evaluate performance of our divisions, establish operational goals and to allocate

resources. They also represent some of the profit measures required by Scales’ debt providers. Non-GAAP (Underlying) profit measures are not prepared in accordance with

NZ IFRS and are not uniformly defined, therefore the non-GAAP profit measures reported in this document may not be comparable with those that other entities report and

should not be viewed in isolation or considered as a substitute for GAAP (NZ IFRS) measures reported by Scales. Underlying profit measures were not subject to an audit or review.

A full reconciliation between Underlying and NZ IFRS measures is provided on pages 38 and 39.

All of the above measures (both Underlying and NZ IFRS) are presented before the deduction of Fern Ridge and Shelby non-controlling interests in NPAT of $5.6 million

(2019: $3.6 million).

Underlying EBITDA

$67.9m

20182019202020172016

$67.1m

$52.7m

$53.9m

$62.0m

Annual Report - Year Ended 31 December 2020

09

Managing Director and Chair’s Report

Strategy
Shareholder Returns

Long term returns to our shareholders continues to be of importance to us. Shareholders who invested in

our IPO in July 2014 will have achieved a 257 per cent return

1

on funds invested to the end of February

2021. By comparison, an investment in the S&P NZX50 would have delivered a 135 per cent return on

funds invested over the same period.

Scales’ Vision

To be the foremost investor in, and grower of,

New Zealand agribusinesses by leveraging its unique

insights, experience and access to collaborative synergies.

Strategic Update

Whilst our ability to visit new overseas opportunities

has been curtailed by COVID-19 travel restrictions,

we continue to actively research and review growth

opportunities. These included both internal projects, such

as the construction of our new coolstore at Whakatu, and

external acquisition or investment prospects.

We will continue to seek opportunities that align with our

core strategic vision, play to our strengths and provide a

return in line with our target ROCE.

Scales’ Long Term Goal

To generate a long-run average 15 per cent ROCE

across the portfolio.

Scales Corporation Limited

10

1

Calculated as the difference between the closing share price on 26 February 2021 plus all net dividends paid (a total of $1.105 per share)

and the IPO listing price of $1.60.

Managing Director and Chair’s Report

Specific Strategic Targets
DivisionTargetStatus

Group

SustainabilityExcellent Progress

• Further develop and evolve our reporting and

measuring of key sustainability aspects affecting

Scales’ businesses.

• Develop best-in-class sustainability reporting.

• Demonstrate improvements in sustainability.

In-depth materiality assessment undertaken.

Third carbon footprint certification process

completed.

Inaugural Task Force on Climate-related Financial

Disclosures (TCFD) report prepared.

Pay equality review undertaken.

First social practices audit of the Mr Apple external

supply chain.

Financial and operationalOn Track

• Maintain financial returns in line with, or above,

industry returns.

• Continue to seek acquisitive and organic growth

to expand the business.

A large number of opportunities actively reviewed.

Shareholder returnsOn Track

• Continue to provide shareholders with an

attractive yield on dividends.

• Deliver capital gains and shareholder liquidity

through careful strategic execution.

Interim dividend maintained at 9.5 cents per share.

Continued to maintain Group ROCE above long-

run target of 15 per cent.

Horticulture

Brand and Intellectual Property developmentGood Progress

• Continue to develop the Mr Apple brand,

particularly within our key markets of Asia and the

Middle East.

Ongoing in-market branding initiatives and

marketing activations undertaken.

Continued development of presence in China.

Innovations in product development and launches.

VolumesExcellent Progress

• Reach 4 million export TCEs of our

own-grown apples.

3.92 million TCEs exported, 3 per cent ahead

of forecast.

SalesOn Track

• Continue to increase market penetration

into Asia through services company Primary

Collaboration New Zealand (PCNZ) and strategic

partner China Resources Ng Fung Limited (China

Resources Ng Fung).

Maintained percentage volume of sales to Asia

and Middle East markets.

Continued focus on retail and e-commerce

channel sales.

Plant VarietiesGood Progress

• Acquire new Plant Variety Rights (PVRs) to meet

emerging needs.

• Redevelop lower-performing orchards and

varieties into higher value crops.

Phase 2 of orchard redevelopment plan

completed, with 36 hectares of orchard

redeveloped during winter 2020.

Dazzle

TM

launched through high end Chinese

retailers.

Food

Ingredients

Increase scale and expand offeringSignificant Progress

• Review strategic initiatives and consider organic

and acquisition opportunities to increase

divisional scale.

Advantage taken of the geographical and protein

diversification provided through Shelby and the

Meateor businesses.

New toll processing plant in Dodge City,

Kansas, secured.

Ongoing growth opportunities being

actively investigated.

Logistics

Expand logistics offeringsOngoing

• Develop scale to utilise the expertise and capacity

within the team.

Successfully navigated global supply chain

disruptions caused by COVID-19.

Annual Report - Year Ended 31 December 2020

11

Managing Director and Chair’s Report

Sustainability
Sustainability remains an important part of both our strategic

and day-to-day operations and we have continued to make

considerable progress during 2020, despite the disruptions

of COVID-19. We are excited to include an inaugural TCFD

(climate change) report this year as we believe it is a concern

for all global businesses, of which we are one.

This year we undertook a materiality assessment, the first since

our initial materiality review was completed in 2016. This has

identified new areas of interest and, during 2021, we will work

towards realigning our strategy and environmental plan in line

with the results, whilst developing bigger and bolder goals for

our future.

We encourage you to read our full report in the

Sustainability section.

Scales’ Team

Each year we are keen to recognise and thank our hard-

working Scales team as we are aware that our results would

not be possible without their skill, attitude and personal

commitment. This year brought a number of additional

challenges and, as an essential business, our staff continued to

work in difficult and uncertain times.

We are proud of how each and every staff member rose to the

challenge, and bravely and conscientiously carried out their

responsibilities in a safe manner. We are also pleased to note

that all staff were paid in full during the lockdowns, without

New Zealand government wage subsidies.

Health and safety of our staff continues to be a top priority for

us and this was of particular concern at the start of the March

2020 lockdown. New protocols were quickly implemented, in

compliance with Ministry of Primary Industries’ best practice,

and we continue to operate under this ‘new normal’ today.

We are constantly reviewing our practices, with a view

to expanding on, and developing, our health and safety

initiatives. Every incremental change made is a success and

we are proud to note a decrease in the number and severity

of incidents.

The Board would like to thank every member of staff for the

energy and commitment that is brought by them.

Appropriately

Incentivising our Team

As in prior years, Scales’ management team is accountable

for implementing the strategies as directed by the Board

and therefore we continue to have a strong incentive-based

remuneration scheme. This is aligned to positive personal

performance as well as retaining and developing excellent

team members over the long-term.

The incentive-based remuneration schemes are an important

part of the Board and Managing Director’s objectives, with

shorter term incentives being balanced alongside long-term

business interests. Our remuneration philosophy and analysis

of executive remuneration is detailed more fully in the

Corporate Governance Statement on pages 91 to 104.

12

Scales Corporation Limited

Managing Director and Chair’s Report

Income Statement
2020

$’000

2019

$’000

Revenue470,709484,609

Underlying EBITDA53,86252,699

Underlying EBIT42,98442,453

Underlying Net Profit33,76436,399

After tax impact of:

Non-cash, NZ IFRS and other adjustments(7,183)85,178

Net Profit26,581121,577

Capital employed293,041280,625

ROCE15%16%

Summary

We are pleased to present Revenue and Underlying EBITDA of $470.7 million and

$53.9 million respectively, for the year ended 31 December 2020. Whilst Revenue was

down 3 per cent on last year, Underlying EBITDA increased slightly compared to 2019

due to an excellent performance by the Food Ingredients division.

Additional detail of the performance of each division is provided in the Divisional

Overview section.

Group Financials

Annual Report - Year Ended 31 December 2020

13

Managing Director and Chair’s Report

Capital Management
ROCE is a measure of how efficiently we are generating a return on our assets and it continues to be an important performance

metric for each division and the Group. It is at the heart of how we monitor the performance of the portfolio and make decisions

around capital expenditure. Prior to committing to an investment in assets, we need to be confident that we will generate a return

that meets or exceeds our targets. The ROCE targets vary by division, given each division’s specific asset and risk profiles. However, as

a Group, we target a long-run combined ROCE of 15 per cent.

20202019

ROCE

Horticulture11%17%

Food Ingredients29%16%

Logistics89%70%

Group15%16%

Target15%15%

Group capital employed increased by $12.4 million in 2020. This was primarily due to an increase in Horticulture capital employed

as a result of the construction of its new coolstore and orchard redevelopment expenditure. We expect Horticulture ROCE to remain

below target levels until redeveloped orchards reach maturity from 2023 onwards.

Scales’ basic earnings per share for the year ended 31 December 2020 was 15.0 cents per share (84.2 cents per share in the year

ended 31 December 2019).

1

Financing

Average Net Cash for the year was $76.2 million, a reduction of $5.8 million compared to Average Net Cash during 2019 of

$82.0 million. The movement reflects operating earnings offset by investments in capital expenditure.

Hedging Strategy

As an exporter, we continue to have significant exposure to foreign exchange movements. This is most prevalent in Mr Apple,

but our Food Ingredients and Logistics divisions are also affected. We also have exposure to movements in interest rates, both on

borrowings and deposits.

Scales has a Board approved Treasury Management Policy, which governs how all foreign exchange, interest rate and related

activities are conducted. This policy is reviewed biennially.

Under this policy we may take foreign exchange cover for Mr Apple for up to 48 months using a variety of foreign exchange

instruments (including options and forward contracts). Scales maintains a blend of instruments. In addition, Scales attempts to

manage the cover levels for seasonal and market variations for future years.

We continue to have a natural hedge covering some of our US dollar exposure as international shipping is payable in US dollars.

We take cover on the remaining expected net US dollar, Euro, British pound and Canadian dollar exposures.

In general, Food Ingredients and Logistics cover foreign currency exposures once contracted.

1

Based on the weighted average number of ordinary shares.

Euros 25%

Canadian dollars 2%

US dollars 63%

British pounds 10%

The average conversion rate of Mr Apple’s main foreign

currency exposures since 2017 were as noted below:

2020201920182017

USD .6424.6664.6790.6858

EUR.5671.5663.5806.5846

GBP.5101.4658.4839.4535

CAD.8657.8650.8582.8625

Foreign currency

In 2020, Mr Apple’s net foreign currency exposures were as

shown below:

Scales Corporation Limited

14

Managing Director and Chair’s Report

The hedging position for Mr Apple’s main foreign currency exposures, as at 3 March 2021, was:
20212022202320242025

USD

% cover of expected exposure66%46%32%3%-

Average rate of cover .6552 .6534 .6364 .6250 -

EUR

% cover of expected exposure83%80%53%53%19%

Average rate of cover .5476 .5335 .5396 .5278 .5555

Interest rates

In addition, we take out interest rate swaps and forward rate agreements, which provide some certainty on interest costs on Scales’

term and short-term borrowings. As at 31 December 2020 our NZ dollar term debt was 100% covered by interest rate swaps. We

funded the US dollar investment in Shelby via a US dollar term loan to provide a hedge on the investment.

Dividend

A final 2019 fully imputed cash dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) was paid on 10 July 2020.

Together with a 2019 interim dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) that was paid on 17 January

2020, this brought the annual dividends for 2019 to a total of 19.0 cents per share (a gross amount of 26.4 cents per share).

A fully imputed interim 2020 cash dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) was declared on

9 December 2020 and paid on 15 January 2021. Our expectation is to declare a final fully imputed cash dividend in respect of 2020

in May 2021, for payment in July 2021. As always, any dividend is subject to Board approval. It is standard practice for the Directors

to consider all aspects of the Group’s performance and financial position prior to declaring any dividend but remain committed to

the current annual cash dividend level of no less than 19 cents per share whilst the Group holds net cash, although at a level no

greater than Underlying Net Profit for each year.

Capital Expenditure

Capital expenditure in 2020 was $24.4 million. Whilst this was $8.7 million higher than 2019 ($15.7 million), this spend was in line

with expectations. Material expenditure included:

• Approximately 36 hectares of orchard redevelopment at Mr Apple during the 2020 winter ($4.9 million).

• Mr Apple Whakatu coolstore build ($11.5 million). An additional spend of approximately $2.5 million will be recognised in 2021.

• Additional spend on RSE accommodation upgrade at Mr Apple ($2.0 million).

2020

$’000

2019

$’000

Operational capital expenditure

Horticulture4,2763,139

Food Ingredients471191

Logistics92470

Other610

Total operational capital expenditure4,8453,811

Growth capital expenditure

Horticulture19,52411,863

Total growth capital expenditure19,52411,863

Total capital expenditure24,36915,674

Future capex is likely to be focussed on margin-improving automation and efficiencies in the Horticulture division, as the majority of

our orchard redevelopment is now complete.

Annual Report - Year Ended 31 December 2020

15

Managing Director and Chair’s Report

Tim Goodacre
Chair

18 March 2021

Andy Borland

Managing Director

Scales Corporation Limited

16

Managing Director and Chair’s Report

Outlook

We learned to operate in a ‘new normal’ in 2020, adapting to change and uncertainty as the year unfolded. The

start of 2021 has not been without its own challenges, with inclement national weather events taking place over the

key growing period and the continued disruption to global supply chains bringing ongoing delays in shipping and

increased costs.

Within the Horticulture division, the 2021 apple harvest has begun with early fruit shipments made to Asia. Whilst

lower fruit volumes are anticipated due to climatic events, we expect this to be partially offset by improved pricing.

Mr Apple is also focused on opportunities to improve margins by accelerating automation initiatives, particularly in

post-harvest operations.

Food Ingredients is expected to continue to take advantage of the growing global petfood market. We are excited

for the future of this division and continue to actively pursue organic and external growth opportunities to diversify

and expand its geographical reach, product range and protein offering.

In conclusion, we would like to thank all our management and staff, fellow Directors, suppliers, customers and other

stakeholders for their collective support and assistance in our 109

th

year of trading. The entire team looks forward to

2021 and whatever challenges it may bring.

17
Annual Report - Year Ended 31 December 2020

Managing Director and Chair’s Report

Sustainability Report
Championing a

sustainable culture

Mr Apple staff taking part in iMove stretching.

In 2020, Scales navigated its way through its second pandemic - the first being the influenza
pandemic in 1918. COVID-19’s unpredictable nature initially brought about feelings of

anxiety and disbelief but very quickly it became evident that our ability to be agile and

dynamic allowed each of our essential businesses to make our workplaces and team

members safe and secure. All of this happened at the very height of our busy season, with

nearly 2,500 people employed.

The 2020 pandemic proved that, even in the face of extreme uncertainty and disruption,

Scales management and staff could pull together, determined to weather the storm. We will

continue that resilience and personal commitment into 2021 as a strong and united team.

Materiality Review

In our inaugural Sustainability Report in 2016, we

identified a materiality index that was relevant

to the Group at that time. In 2020, we identified

the need to undertake updated stakeholder

engagement and materiality exercises to ensure

that our focus remained current.

Partnering with thinkstep-anz this involved:

• 6 internal and 9 external stakeholders’

interviews to identify the material issues

facing Scales.

• 41 stakeholders completing an online

ranking survey.

• 11 internal stakeholders participating in a

business impact ranking workshop.

• 13 participants in a 3-horizons future-

focused risk review.

The outcome of this review was as shown on

the right, and this will provide our focus for

future periods.

20162020

Employment

Health and Safety

Workplace Stability

Employee Attraction,

Development and Retention

RSE Scheme

Succession Planning

Health and Safety

Labour Practices

Culture and Values

Diversity and Inclusion

Community

Water Use

Carbon

Water Quality

Energy Use

Weather and Climate

Biodiversity

Fruit Waste

Refrigeration

Soil Health

Water Management

Carbon and Energy Use

Weather and Climate

Biodiversity

Waste

Ethical Supply Chain

Supplier Requirements

Spray Use and Residues

Food Safety

Consumer Preferences

Spray Use and Residues

Food Quality and Safety

Consumer Preferences

Market Access and Risk

Intellectual Property

Innovation

Legal Compliance

Business Continuity

Corporate Governance

ESG Strategy and

Communication

Brand Awareness

Materiality Issues list

MARKETPLACE

CORPORATE

PEOPLE

ENVIRONMENT

Annual Report - Year Ended 31 December 2020

19

Sustainability Report

PEOPLE
Pay Equality Review

During 2020 we undertook our first pay equality review with

pleasing results.

It was found that Scales offers pay equity and, when

comparing like-with-like, minimal further investigation was

required. The CEOs of each business unit were keen to

ensure that pay rates are reflective of role, experience,

responsibility and tenure, not gender.

We will continue to monitor these on a regular basis.

Scales Corporation Limited

20

Sustainability Report

500+

Permanent staff members

35

Operational sites

~80%

Of training incorporates a

health and safety element

~1,300

34%

30%

RSE workers

Permanent female

staff Scales wide

Female senior

management staff

Health and Safety

“Health and safety are an important and integral

part of our everyday practices – safety to the core.”

Health and safety culture continues to be a significant focus of the business, and our processes were tested during our COVID-19

response. Pleasingly, COVID-19 also highlighted connectivity between our businesses, with each business exhibiting a strong team

culture. We believe this is reflective of the ingrained Scales philosophy.

Initiatives

A number of initiatives were undertaken or developed

through the year. These included:

• A full cross-team critical risk review.

• Further development of the company-wide forklift

training framework.

• Overall health and safety strategy.

• Guarding of risk areas and traffic management.

• Cross-company training, learning and auditing.

• Continued implementation of suggestions from the

2019 SafePlus assessment.

• Roll out of employee assistance programmes, in

conjunction with Vitae, a workplace wellbeing and

employee assistance provider.

The critical risk review identified new hazards, and sought

solutions, with a team approach. This resulted in the

identification of critical controls and non-negotiables, and the

development of a risk scoring matrix to better understand the

range of risks across a variety of scenarios.

An analysis of injuries continued to show a decline in the

number and severity of injuries, due to a continued focus on

injury prevention and management. Our Lost Time Injury rate

remains static, with sprains continuing to contribute towards

the most days off work. Several injury prevention measures are

in place with our iMove (movement and mechanics) awareness

training being undertaken throughout each business.

WorkSafe New Zealand interactions continued in 2020 with

onsite inspections at Scales Logistics. Mr Apple also took part

in an industry / WorkSafe harm-reduction pilot, and results of

this are due in 2021.

People are at the heart of what we do

Recognition
We are immensely proud to note that our Managing Director,

Andy Borland, was the winner of the Leadership Award at

the INFINZ Awards Dinner in October 2020. This award,

assessed by an expert judging panel, focuses on key measures

of financial performance as well as critical elements that

deliver sustained performance over time, including leadership,

building a strong and positive company culture and strong

engagement with employees, customers and the community.

The award provides external recognition of the leadership

skills and vision that Andy brings to the Group, verifying our

own internal perception of his remarkable abilities.

Governance

and Ethics

It was important to the Board that,

notwithstanding the logistical challenges

presented by COVID-19, good governance

practices should prevail throughout the

year. As a result, we held a virtual Annual

Shareholders’ Meeting (ASM) in June 2020

– the first virtual ASM in over 100 years of

trading. As was the case for many businesses,

Zoom meetings became the norm, with Board

meetings undertaken on this platform as and

when needed.

Excellent leadership and teamwork was

exhibited by all staff, with the entire Scales

team rising to all challenges presented

throughout the year.

We refreshed a number of our ethics policies

during the year including:

• Anti-fraud, bribery and corruption.

• Travel and related expenses.

• Gifts and hospitality.

In addition, we launched a new policy on

Sensitive Information (Private, Commercially

Sensitive and Confidential). Training will be

instigated throughout the Group during 2021.

Marketplace

Technology

Our digital transformation strategy continued to

be a focus, allowing us to incorporate cost savings

and efficiencies within the business. Examples of

these in 2020 included:

• A reduction in paper use and printing costs

resulting in an almost 50 per cent reduction

in the number of printers being required

throughout the businesses.

• Production efficiencies and reduced forklift

movements through more precise inventory

control.

Certifications and Audits

We are aware of our impact on the marketplace

and continue to also be aware of the needs and

requests of our external stakeholders. Accordingly:

• We realigned our Good Agricultural Produce

(GAP) certifications within Mr Apple.

• We undertook a GLOBAL GAP Risk Assessment

on Social Practice (GRASP) audit of our supply

chain for worker welfare practices.

• We have an ongoing focus on traceability

within the business including a move, where

possible, to digital options to streamline and

fast track approvals .

CORPORATE

MARKETPLACE

Annual Report - Year Ended 31 December 2020

21

Sustainability Report

ENVIRONMENT
Our Environment

Highlights

We are acutely aware of the impact of our business

operations on the world and its environment – our

actions now will have a long-lasting effect. As a result,

we want to ensure that we manage our environmental

footprint and be proud of the legacy that we leave.

Highlights from our work in 2020 included:

• A submission placed by Mr Apple as part of the

Tu

-

taekur

I

-

, Ahuriri, Ngaruroro and Karamu

-

(TANK)

catchments process to secure water quality and

quantity for the future within Hawke’s Bay.

• Participation in an industry pilot for farm

Environmental Plans as part of the TANK review.

• Continued hosting of a horticulture waste

minimisation group (with local councils) identifying

avenues for waste that would otherwise be destined

for landfill.

• Ongoing work on carbon sequestration in respect of

apple tree plantings, in partnership with Auckland

University of Technology.

• An in-house climate change workshop to better

understand future risks and opportunities.

In 2021, we will employ a sustainability advisor to assist

us with our Environmental Plans. We believe that this

will allow us to source alternative waste streams and

ensure that each part of the business optimises its ability

to reduce, reuse and recycle.

Mr Apple Environmental Plan

We continued to align our business practices to our chosen United

Nations Sustainable Development Goals.

Notwithstanding the disruption caused by the effects of COVID-19,

we are thrilled with the progress we have made against our goals.

Whilst we encountered an increase in fuel use, this increase was due

to a variety of specific factors and was partially offset by the initatives

noted. We remain committed to continuing our improvement journey

and addressing areas of relative underperformance:

GoalInitiatives

Change

2018 to 2020

Reduce paper

use by 10

per cent per

annum

Software improvements to

eliminate paper use.

Digital transformation strategy.

Zoom capability in meeting rooms,

allowing screen sharing rather

than document printing.

60 per cent

reduction

Reduce

electricity

consumption

by 3 per cent

by 2024

EECA audit recommendations.

LED replacement strategy.

Shut-down periods.

Evaporator fan timers.

Power factoring considerations.

11 per cent

reduction

Reduce overall

fuel use by 5

per cent by

2024

Reduced trucking movements.

New trucking/tractor/vehicle fleet.

EROAD monitoring.

Change of petrol equipment

to electric.

Proactive maintenance.

11 per cent

increase

Reduce waste

to landfill by

up to 30 per

cent by 2024

Collaboration within industry and

local businesses to achieve other

avenues for waste.

Installation of balers.

Improved recycling facilities.

Education campaigns.

Removal of items where

compostable or recyclable options

are available.

48 per cent

reduction

Polythene wrap being baled for

collection by a recycling company.

Scales Corporation Limited

22

Sustainability Report

Carbon Footprint
Our carbon footprint equates to total gross

greenhouse gas (GHG) emissions per:

• All staff (at peak season) of 10.63 tCO2e

(2018: 10.39 tCO2e).

• Bins tipped of 0.086 tCO2e

(2018: 0.085 tCO2e).

• Cartons exported of 0.0046 tCO2e

(2018: 0.0046 tCO2e).

• Hectares planted of 19.60 tCO2e

(2018: 19.75 tCO2e).

• Permanent employees of 56.71 tCO2e

(2018: 60.14 tCO2e).

Toitu

-

Envirocare carbonreduce

Certification

Toitu

-

carbonreduce programme and emission

reduction initiatives are now into their third year,

with an ongoing reduction in emission intensity.

Compared to our initial footprint in 2018:

• The overall carbon footprint for Mr Apple has increased by

3 per cent to 23,535 tonnes of carbon dioxide equivalent

(tCO2e).

• Direct emissions from owned or controlled sources has

increased by 11 per cent to 3,224 tCO2e. This was due to a

variety of factors including increased fuel use for irrigation,

a longer packing season and extended occupancy of the

RSE accommodation.

• Indirect emissions from the generation of purchased energy

has decreased by 11 per cent to 1,870 tCO2e.

• All other indirect emissions that occur in Mr Apple’s value

chain have increased by 4 per cent to 18,437 tCO2e.

Putting this in context, whilst our emissions have increased

by 3 per cent, our production, number of TCEs exported and

number of hectares planted have also increased. As a result,

our emissions intensity has reduced, meaning we are more

efficient in what we do vis-a-vis plantings and permanent staff:

• ~ 1 per cent efficiency gain (emission intensity reduction)

per hectares planted.

• ~ 5.7 per cent efficiency gain (emission intensity reduction)

per permanent employee.

Packaging strapping is now chipped and collected for repurposing.

Annual Report - Year Ended 31 December 2020

23

Sustainability Report

Our TCFD Report
In this inaugural climate change report, we set out the 4 areas of the TCFD framework (which includes 11 disclosure

recommendations) to explore what impacts climate change will have upon our business (risks and opportunities) and the

direction in which we are going to address or adapt to them.

Over time our reporting will evolve to include scenario modelling, the strategies that we will wrap around those predictions

and our increasing knowledge about our best future path.

THEME 1THEME 2

Governance

Disclose the organisation’s

governance around

climate-related risks

and opportunities.

Our Board receives information on risks and

opportunities via our Health & Safety

and Sustainability Committee, through

Board reports and via general updates.

These are discussed at a Board level and

also within the Audit and Risk

Management Committee.

Climate change considerations are made at the

risk-assessment level when evaluating strategy,

budgets, KPI’s, business plans, and mergers

and acquisitions.

The Board also receives a copy of Toitu

-


carbonreduce reports and the ongoing

Environmental Plan in order to evaluate progress

towards goals.

We focused primarily on Mr Apple in 2020 due

to our direct control over the supply chain and

operations of the business. In future, we will

more closely analyse the potential third-party

effects of climate change upon the supply chains

of our other businesses.

The initial scenario contemplated an increase

in world temperatures of 2 degrees centigrade.

In future years we will extend that to a more

extreme change and test our strategy against

those risks and opportunities.

Work has been undertaken to categorise risks

and opportunities:

• Defined as short (less than 2 years), medium

(2 to 10 years) or long term (over 10 years).

• Categorised as low, medium or high risk.

• Potential impacts have been identified.

• Potential opportunities have been identified.

From this assessment, water availability and

accessibility has been identified as the primary

climate change risk to the business. However,

this is seen as a medium to long-term risk as

New Zealand (and, in particular, Hawke’s Bay)

currently presents favourable growing conditions

with a good supply of water. Accordingly, current

conditions do not present any material issues, but

this will be closely monitored for all risks

and opportunities.

Our evolving climate change awareness and

understanding will be factored into our annual

internal audit programme to ensure that

strategies remain relevant and timely.

Strategy

Disclose the actual and

potential impacts of climate-

related risks and opportunities

on the organisation’s

businesses, strategy, and

financial planning where such

information is material.

Scales Corporation Limited

24

Sustainability Report

1
https://www.iso.org/standard/66453.html

Metrics & Targets

Disclose the metrics and targets

used to assess and manage

relevant climate-related risks

and opportunities where such

information is material.

THEME 3THEME 4

Mr Apple conducted an in-house climate-related

risk workshop, working through NIWA predictions

for low to high climatic changes that had the

potential to affect supply both within horticulture

and agriculture. The workshop outcomes were

based on assumptions with institutional knowledge

and experience, and did not produce a forecast or

prediction model.

Although the management of climate-related risks

are factored into well established and embedded

strategies such as irrigation management and

redevelopment opportunities, the materiality

matrix refresh undertaken with thinkstep-anz also

highlighted further areas of focus within water

management and climate change in general.

Goals, as detailed in the Toitu

-

carbonreduce scheme

and Environmental Plan process, are monitored and

reported upon to minimise our effect upon climate

change and its effect upon us.

Risk Management

Disclose how the organisation

identifies, assesses, and manages

climate-related risks.

As previously mentioned, our primary focus has

been on Mr Apple and the organisational control

we have over the growing, packing and storage

environment. Going forward, our focus will be

extended to the remaining Scales businesses.

Measurements within the business are validated by

being part of the Toitu

-

carbonreduce programme,

for which we are independently audited annually

against ISO 14064 (Greenhouse Gases)

1

. Through

this, our Scope 1, 2 and 3 emissions are reported

upon, together with targets for reduction,

our progress in achieving those targets and

acknowledgement of those that remain out of

our control.

The following main risks, opportunities and anticipated impacts were identified at our in-house climate-related workshop.

RisksCurrent StrategiesFuture Strategies Opportunities

Water

Reduced access to sufficient,

quality, water.

• Continued focus on water

management, including maintenance

of existing water rights.

• Continued focus on our effect on

water sources.

• Active participation in water right

negotiations and farm environmental

plan development.

• Investigation of

water storage

possibilities.

• Continued

investment into

more Sensortech and

improved irrigation

systems.

Increased

frequency

and severity

of weather

events

Damage to crop and/or trees.

Disruption to logistics chain.

• Geographical spread of orchards.

• Investment in frost protection

machines and optical grading

technology.

• Crop insurance providing cover for

severe crop losses.

• Use of canopy cover and planted

shelter belts.

• Analysis of canopy

covers.

• Increased wind

protection.

• Canopy structure

review.

Rising

average

temperatures

Change in growing/ripening

profile and orchard yields.

Reduced crop quality due to

sunburn and tree stress.

Potential pest and disease

profile change.

Increased management costs

e.g., additional sprays.

• Continued management focus on

minimising sunburn and tree stress.

• Continued targeted programme for

pests and diseases.

• Active membership on industry

bodies.

• To understand extent

of temperature

change.

• Review new growing

regions for ideal

climatic conditions.

• Reduced

frosts.

• Increased

dry days

improving

pollination

and potentially

reducing pest

and disease

risk.

Reduced

minimum /

maximum

temperature

differences

Availability of overseas

workers if climate-changes in

their homelands impact thier

ability to travel.

Less fruit colour if nights

are warmer.

• Continued engagement with the

Government regarding the RSE

scheme, and other work schemes.

• Use of reflective cloth to increase

fruit colour.

• To understand

the extent of

temperature

differences and

the impact on

the crop.

Annual Report - Year Ended 31 December 2020

25

Sustainability Report

Divisional Overview
Structure

builds

confidence

This section provides a summary of each of our 3 operating divisions, including their
performance and key operating statistics. In line with our Group results, we focus on the

Underlying financial performance of our business divisions, excluding certain non-cash,

NZ IFRS and other adjustments.

Horticulture

Overview

Our Horticulture division continues to be the largest division

within the Scales group and comprises:

• Mr Apple, New Zealand’s largest fully vertically integrated

apple business, based in Hawke’s Bay.

• A 73 per cent stake in Fern Ridge, a fresh produce exporter

in Hawke’s Bay.

During 2020, we operated 3 packhouses. Each of our

packhouses are equipped with high-speed optical grading

machines. Our fourth packhouse at Havelock North, which

was decommissioned in 2019 and was being used as a storage

and training facility, has subsequently been sold.

Mr Apple also operates 6 coolstores.

Orchard Redevelopment

During winter 2020, Mr Apple completed the second phase

of its orchard redevelopment programme, planting and / or

redeveloping around 36 hectares of orchard. This brings the

total orchard redeveloped since 2008 to over 530 hectares,

of which approximately 141 hectares were redeveloped to

Dazzle

TM

and Posy

TM

, premium brands in which we have a

proprietary interest.

During this time, export sales to Asia and the Middle East

increased from 20 per cent in 2007 to 62 per cent in 2020.

New planting techniques have also been adopted in recent

years, significantly changing orchard management. A new

‘2-dimensional’ structure is being embraced, which is expected

to be more efficient to prune, thin, and pick. Accordingly, we

anticipate higher average prices and yields will be achieved as

these orchards reach commercial scale from 2023 onwards.

0

1000

2000

2018201920202021F2022F2023F2024F2025F

3000

4000

5000

3,867

1,901

2,161

2,238

2,170

2,325

2,478

2,639

1,9661,661

1,678

1,633

1,609

1,619

1,626

2,738

1,631

3,822

3,915

3,803

3,933

4,097

4,264

4,369

Traditional Varieties

Premium Varieties

Mr Apple Own Export Volumes (TCE 000s)

The market prospects for our existing varieties are continually reviewed and a further phase of orchard redevelopment may be

undertaken at a future time.

Annual Report - Year Ended 31 December 2020

27

Divisional Overview

Markets
New Zealand’s climate, resources, skills and clean, green image makes it an excellent location in which to grow apples. Our apples

are sought after around the world and we sell apples to more than 160 customers in 40 countries.

Mr Apple - Sales by Region (TCEs)

2019

The benefit of the division’s diversified channels and markets

was highlighted during 2020. Export volumes into Asia and

the Middle East were adversely affected by the timing of

lockdowns together with the resulting impact on logistics and

purchasing patterns. However, sales into Europe and the UK

were positive, with an increased throughput of produce and

strong demand for traditional varieties.

Notwithstanding the difficulties of 2020, the Asia and Middle

East markets accounted for 62 per cent of export sales, with

sales to China continuing to represent approximately 17 per

cent of Mr Apple’s export volumes (2019: 17 per cent). This is

underpinned by our ongoing in-market efforts, together with

support from our cornerstone shareholder China Resources Ng

Fung and increased participation in the market by PCNZ.

2020

Marketing Developments

Mr Apple is committed to being the number one preferred

New Zealand apple brand in the international market place.

As such, we are investing time and resources into delivering

innovative marketing activations and in-market branding

initiatives, particularly in Asia and the Middle East, to support

our new proprietary varieties, Dazzle

TM

and Posy

TM

. Examples

of these activities include:

• The launch of Dazzle

TM

in 2020 through high-end

Chinese retailers such as Hema. Target promotions will be

undertaken in both Vietnam and China in 2021.

• A flagship store on TMALL is expected to be operational

in the first half of 2021. TMALL is a business-to-consumer

online retail platform operated by the Alibaba Group,

which allows international businesses to sell and market

branded goods direct to consumers in China.

TMALL is an example of our efforts to develop and grow

our retail and e-commerce sales channels and, with these

channels now accounting for over half of all Mr Apple China

sales in 2020, they represent a significant area of focus.

We are also delighted to note additional investment in this

area, having recently appointed a senior marketing manager

to the team.

The launch of Dazzle

TM

in 2020 at high-end Chinese retailer, Hema.

Scales Corporation Limited

28

Divisional Overview

Asia &

Middle East

66%

Europe

21%

UK

11%

North

America

2%

Asia &

Middle East

62%

Europe

24%

UK

10%

North

America

4%

Financial Performance and Key Operating Statistics
Summary Performance

The table below shows the financial performance of our Horticulture division for 2020 and 2019.

Horticulture Financial Performance

2020

$’000

2019

$’000

Horticulture revenue245,984264,782

Underlying EBITDA

Mr Apple 29,40737,357

Fern Ridge 2,0162,294

Underlying Horticulture EBITDA31,42339,651

Depreciation and amortisation(9,524)(8,781)

Underlying Horticulture EBIT21,89930,870

Horticulture EBITDA35,78147,909

Horticulture EBIT18,67032,005

Capital employed202,020187,768

ROCE11%17%

NB: The table above includes 100 per cent of the EBITDA contribution from Fern Ridge. Approximately 27 per cent of Fern Ridge is owned by non-controlling

interests. We recorded a non-controlling interest of $0.4 million (2019: $0.4 million) in our Group results reflecting their share of tax paid profit from Fern Ridge.

A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Annual Report - Year Ended 31 December 2020

29

Divisional Overview

The Horticulture division generated revenue of $246.0 million,

down 7 per cent on 2019 ($264.8 million). This was due to

the impact of lockdowns on the sale of produce into Asia and

the Middle East, which affected pricing for those geographies.

Pricing, together with an increase in labour costs, impacted

Horticulture’s earnings, with Underlying EBITDA down by

21 per cent to $31.4 million (2019: $39.7 million). Underlying

EBIT was down 29 per cent to $21.9 million (2019:

$30.9 million). Details of initiatives to maintain or improve

margins are provided later in this report.

Horticulture’s ROCE decreased this year due to lower earnings

and significant capital expenditure. However, returns for this

division are expected to increase once redeveloped orchards

reach maturity and the impact of margin initiatives take effect.

20202019201820172016
Orchard

Total planted orchard (at time of harvest)

1

Ha.1,1861,158 1,149 1,142 1,042

Fully mature equivalent planted orchardHa.1,0281,023 1,057 1,043 922

Apples picked (Mr Apple orchards)TCE 000s5,1194,841 5,090 4,434 4,360

Apples packed (Mr Apple + external growers

(Hawke’s Bay))TCE 000s4,8584,747 4,739 4,354 4,150

Exported volume

Mr AppleTCE 000s3,9153,822 3,867 3,545 3,546

External growers

2

TCE 000s1,8242,132 1,964 2,078 1,187

TotalTCE 000s5,7395,953 5,831 5,622 4,733

Mr Apple packout %76%79%76%80%81%

Total NZ productionTCE 000s22,19921,755 20,687 18,956 19,346

Mr Apple own grown volume share of NZ production17.6%17.6%18.7%18.7%18.3%

The division continued to exceed expectations around volumes. At 3.92 million TCEs of own-grown volumes, 2020 represented

another record production year.

• With the average TCE holding 113 apples, almost 580 million apples were picked from Mr Apple’s planted apple orchards.

• Gross production was 5.12 million TCEs from which 3.92 million TCEs were exported. This was a 2 per cent increase in export

TCEs compared to prior year, and a 3 per cent increase compared to forecast.

• Together with our external grower volumes, the division sold 5.74 million TCEs. This was 4 per cent down on 2019 as Fern Ridge

replaced a portion of its apple volumes with kiwifruit sales, which have not been included in the reported volumes.

• We continue to provide a significant contribution to the national apple crop, with production from our owned and leased

orchards accounting for 17.6 per cent of New Zealand’s apple exports (2019: 17.6 per cent).

Orchard Statistics

We continue to monitor and report against various operating statistics, a selection of which are noted below.

Scales Corporation Limited

30

Divisional Overview

1

Planted orchard at the end of the year was 1,201 hectares.

2

External grower volumes from 2017 onwards include Fern Ridge.

Volumes and Prices
Volumes and prices (on a NZD FOB basis) for 2020 and 2019 are noted below.

Volumes by Variety (TCE 000s)20202019

Premium Varieties

NZ Queen534538

Pink Lady401 378

Red Sports (Fuji and Royal Gala)1,0491,046

Other253199

Total2,2382,161

Growth4%14%

% premium57%57%

Traditional Varieties

Braeburn506561

Royal Gala503494

Other669606

Total1,6781,661

Growth1%(16%)

Total Mr Apple owned and leased orchards3,9153,822

Growth2%(1%)

Prices by Variety (NZD / TCE (FOB))

Weighted average price for premium varieties36.9 39.8

Weighted average price for traditional varieties30.1 29.3

Total weighted average price34.0 35.2

As noted above, premium varieties continue to be a focus for the division, with a 4 per cent increase in these volumes compared to

2019. We also delivered a 1 per cent increase in traditional varieties.

Our weighted average FOB price for premium varieties decreased by 7 per cent compared to 2019 due to some tightening of prices

in the Asia markets as a result of the impact and timing of lockdowns. However, the decrease in pricing for premium varieties was

partially offset by a firming up of prices in European markets.

Annual Report - Year Ended 31 December 2020

31

Divisional Overview

2021 Outlook
The outlook for Horticulture is positive at this time. The 2021 apple crop is of good fruit-size, brix and colour and sales activity

remains supportive. Whilst Mr Apple anticipates lower fruit volumes as a result of national weather events over the key growing

period, this is expected to be partially offset by higher in-market prices. Early fruit shipments to Asia have been well received and a

lower national crop in Europe and the UK is expected to lower in-market supply.

We believe that the majority of challenges and additional costs being experienced domestically in 2021 will normalise and we expect

margins to return to 2019 levels in 2022.

Premium volumes account for around 57 per cent of all exports, in line with 2019. There were similar or increased volumes across

most premium varieties, with significant percentage increases in our new varieties, including Dazzle

TM

and Posy

TM

.

Margin Improvement

We acknowledge that we are currently experiencing headwinds in margin and, earlier this year, we provided details of a number of

initiatives that we had identified in order to maintain or improve margins. This continues to be a focus.

The completion of Mr Apple’s new coolstore at Whakatu is expected to provide both operational and logistic efficiencies. The

coolstore was completed on time and on budget and has allowed us to sell our Havelock North packhouse. This permits greater

centralisation of our post-harvest operations.

As previously mentioned, Mr Apple completed the second phase of its orchard redevelopment during winter 2020 resulting in over

140 ha of orchard planted and / or redeveloped between 2018 and 2020. Our focus over this phase of planting was in high-value

varieties such as Posy

TM

and Dazzle

TM

, together with incorporating new ‘2-dimensional’ planting techniques. We anticipate higher

prices and yields as these orchards reach commercial scale.

We also note that the environment for the availability and cost of labour has changed. Whilst retention of the RSE scheme at

pre-COVID levels continues to be critical to our ability to pick and pack our harvest, it is our intention to accelerate automation

initiatives particularly in the post-harvest area. We expect to commit to certain automation initiatives during 2021.

Scales Corporation Limited

32

Divisional Overview

3,500

3,000

2,500

2,000

1,500

1,000

500

0

20112012201320142015201620172018

4,000

20192020

Other Premium

Red Sports

(Fuji and Royal Gala)

Pink Lady

NZ Queen

Other Traditional

Royal Gala

Braeburn

Volumes by Variety (TCE 000’s)

Mr Apple EBIT Margins

1

Through Time

25%

2015201620172018201920202021B2022F2023F2024F2025F

20%

15%

10%

5%

0%

1

Historic results have been adjusted to remove hail insurance proceeds in 2015.

Mr Apple Orchard Managers and Senior Teams
Annual Report - Year Ended 31 December 2020

33

Divisional Overview

Clive OrchardClose Orchard

Applewaites Orchard

Sorrento OrchardTe Papa Orchard

Blyth Orchard

Pakowhai Orchard

Kinross Orchard

Rangihau Orchard

Thornton Orchard

Scotland Orchard

Brookfield Orchard

Pilos Orchard

Kanuka Orchard

Pacific Orchard

Food Ingredients
Overview

Our Food Ingredients division converts agricultural by-

products into valuable food commodities. The division

comprises 4 businesses:

• Meateor NZ – 50 per cent ownership of a processor and

marketer of petfood ingredients for the global petfood

industry with processing plants in Whakatu and Dunedin.

*

Equity accounted.

**

Fully consolidated into Scales’ financial results, with Shelby non-controlling interest of $5.2 million deducted from NPAT (2019: $3.1 million).

Meateor NZ

*

Petfood ingredient

processor and marketer,

New Zealand (50%)

Profruit

*

Juice concentrate processor,

New Zealand


(50%)

Food Ingredients Structure

Meateor Group

Meateor

International

**

Petfood ingredient supplier,

Australia & other markets


(100%)

Shelby

**

Petfood ingredient procurer,

processor and marketer, USA


(60%)

• Meateor International – 100 per cent ownership of a

supplier and marketer of petfood ingredients from Australia

and other markets.

• Shelby – 60 per cent ownership of a US procurer, processor

and marketer of ingredients for the petfood industry.

• Profruit – 50 per cent ownership of a manufacturer of high

quality apple, kiwifruit and pear juice concentrates, located

in Hawke’s Bay.

Emergency Stop Buttons at Meateor’s

New Zealand plants, installed following

health and safety reviews.

Scales Corporation Limited

34

Divisional Overview

Operational and Financial Performance
The table below outlines key operational metrics and the summarised financial performance for Food Ingredients.

Food Ingredients

20202019

Key Operational Metrics

Food Ingredients volume soldMT115,739110,970

Juice concentrate soldlitres 000s6,5446,170

Financial Performance$’000$’000

Food Ingredients revenue173,694155,077

Underlying Food Ingredients EBITDA 23,05113,486

Depreciation and amortisation(1,045)(1,018)

Underlying Food Ingredients EBIT22,00612,468

Food Ingredients EBITDA 21,87232,921

Food Ingredients EBIT20,76431,842

Capital employed72,07079,347

ROCE29%16%

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

201720162018

Operational Summary

Volumes of petfood ingredients sold increased by 4 per cent

to 115,739 MT (2019: 110,970 MT). Part of the increase

in demand can be attributed to a growth in global petfood

demand as a result of increased pet ownership and adoption

rates through the pandemic. However, we believe that other

factors, such as humanisation of pets, have also contributed to

the increase.

To help satisfy this demand, Shelby entered into a new third-

party warehousing and processing agreement with a toll

processor in Dodge City, Kansas. This brings the number of

processing facilities at Shelby to 8 - its own facility in Amarillo,

Texas, plus 7 toll processing facilities throughout the

United States.

Financial Summary

Food Ingredients delivered an exceptional result in 2020 with

increases in both revenue and profitability. This reflected the

benefit of its geographical and protein diversification strategies.

Revenue was $173.7 million, a 12 per cent increase on prior

year (2019: $155.1 million) whilst Underlying EBITDA was

$23.1 million, an increase of 71 per cent (2019: $13.5 million).

Profruit also delivered a strong result, with our share of earnings

being $2.0 million, in line with prior year (2019: $2.0 million).

Divisional Strategy and 2021 Outlook

Food Ingredients took a considerable step towards its long-run

EBITDA target of $25 million and we believe it continues to be

an attractive industry for investment. The global petfood industry

shows no sign of slowing, with its market value expected to

reach US$168.3 billion by 2029, compared to US$97 billion in

2019

1

, a compound annual growth rate of 6 per cent.

Our global strategy is to be a key provider of petfood

ingredients to a wide range of international brands. Whilst

travel restrictions during 2020 limited our ability to both pursue

acquisition opportunities and to develop new supply and offtake

relationships, we continue to actively analyse and review organic

and transactional opportunities to expand our geographical

presence and protein offering.

We are excited for the future of Food Ingredients and the team

are working hard to create further improvements in performance

in 2021 as the division takes advantage of market developments.

We are hopeful that international travel will resume in 2021 to

help move identified opportunities forward.

Profruit volumes also increased compared to last year, with

volumes of 6.5 million litres, a 6 per cent increase (2019:

6.2 million litres). This was due to high fruit brix, good yields

and increased retail demand.

20192020

23.0

27.7

29.0

111.0

115.7

Annual Report - Year Ended 31 December 2020

35

Divisional Overview

Petfood Ingredients Sold (MT 000s)

1

https://www.prnewswire.com/news-releases/global-pet-food-market-to-show-an-impressive-cagr-of-6-from-2019-to-2029-with-valuation-expected-to-reach-us-168-3-bn-finds-

tmr-300999294.html

Logistics
Overview and Divisional Developments

The services of Scales Logistics include:

• Ocean freight services to exporters and importers of perishable products, with offices in Auckland, Christchurch, Tauranga,

Hawke’s Bay and Melbourne.

• Air freight services, including purpose-built chiller and warehousing facilities, based in Christchurch.

Operational and Financial Performance

The key operational metrics and summarised financial performance for the Logistics division for 2020 and 2019 are shown below.

Logistics

20202019

Key Operational Metrics

Ocean freight volumeTEUs35,50239,438

Airfreight volumeMT5,6566,184

Financial Performance$’000$’000

Logistics revenue77,91787,076

Underlying Logistics EBITDA3,4433,302

Depreciation and amortisation(230)(364)

Underlying Logistics EBIT3,2142,938

Logistics EBITDA 4,215 4,058

Logistics EBIT3,392 3,111

Capital employed3,881 3,381

ROCE89%70%

Logistics produced a solid result in a year where activity was

impacted by global supply chain disruptions due to COVID-19

and lockdowns. This caused a decrease in the volumes of both

ocean and air freight managed by the division.

However, the impact of COVID-19 was lessened by the

division’s focus on the essential agribusiness sector. Whilst

revenue was down 11 per cent to $77.9 million (2019:

$87.1 million), Underlying EBITDA was up 4 per cent to

$3.4 million (2019: $3.3 million).

2021 Outlook

It is expected that lower levels of stone fruit exports from the

Otago region, together with continuing disruptions in global

supply chains, will continue to impact Scales Logistics

during 2021.

However, we remain optimistic about the future of the division

and believe there will be opportunities to grow both organically

and through acquisition.

NB: A reconciliation of Underlying to Reported profit measures follows this Divisional Overview section.

Scales Corporation Limited

36

Divisional Overview

37

GroupHorticultureFood IngredientsLogisticsCorporate and eliminations
2020201920202019202020192020201920202019

$’000$’000$’000$’000$’000$’000$’000$’000$’000$’000

Underlying EBITDA53,862 52,699 31,423 39,652 23,051 13,486 3,443 3,302 (4,056)(3,741)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases10,279 9,535 9,366 8,640 74 73 772 756 67 66

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(397)- 21 - - - - (443)(418)

Share based payments- (77)- - - - - - - (77)

Reported EBITDA56,740 79,853 35,781 47,909 21,872 32,921 4,215 4,058 (5,128)(5,035)

Underlying EBIT42,984 42,453 21,899 30,870 22,006 12,468 3,214 2,938 (4,135)(3,824)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases1,978 1,711 1,779 1,518 11 11 178 173 10 9

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(397)- 21 - - - - (443)(418)

Share based payments- (77)- - - - - - - (77)

Reported EBIT37,561 61,783 18,670 32,005 20,764 31,842 3,392 3,112 (5,265)(5,175)

Underlying Net Profit33,764 36,399 15,431 22,206 18,471 11,186 2,284 2,009 (2,422)998

Gain on disposal of Polarcold- 73,002 - - - - - - - 73,002

Interest on settlement of Polarcold, net of tax- (4,131)- - - - - - - (4,131)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases, net of tax(722)(982)(634)(879)(5)(6)(80)(92)(3)(5)

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(357)- 56 - - - - (443)(414)

Share based payments- (77)- - - - - - - (77)

Taxation effect 941 (370)1,432 93 (491)(485)- - - 22

Reported Net Profit26,581 121,577 11,221 21,038 16,722 30,057 2,204 1,917 (3,566)68,564

Reconciliation of Underlying to Reported Profit Measures

The following table provides a reconciliation of Underlying profitability to Reported profitability for the Group and each division.

Scales Corporation Limited

38

Divisional Overview

GroupHorticultureFood IngredientsLogisticsCorporate and eliminations
2020201920202019202020192020201920202019

$’000$’000$’000$’000$’000$’000$’000$’000$’000$’000

Underlying EBITDA53,862 52,699 31,423 39,652 23,051 13,486 3,443 3,302 (4,056)(3,741)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases10,279 9,535 9,366 8,640 74 73 772 756 67 66

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(397)- 21 - - - - (443)(418)

Share based payments- (77)- - - - - - - (77)

Reported EBITDA56,740 79,853 35,781 47,909 21,872 32,921 4,215 4,058 (5,128)(5,035)

Underlying EBIT42,984 42,453 21,899 30,870 22,006 12,468 3,214 2,938 (4,135)(3,824)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases1,978 1,711 1,779 1,518 11 11 178 173 10 9

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(397)- 21 - - - - (443)(418)

Share based payments- (77)- - - - - - - (77)

Reported EBIT37,561 61,783 18,670 32,005 20,764 31,842 3,392 3,112 (5,265)(5,175)

Underlying Net Profit33,764 36,399 15,431 22,206 18,471 11,186 2,284 2,009 (2,422)998

Gain on disposal of Polarcold- 73,002 - - - - - - - 73,002

Interest on settlement of Polarcold, net of tax- (4,131)- - - - - - - (4,131)

Fair value gain on recognition of investment in joint venture- 9,782 - - - 9,782 - - - -

Gain on disposal of Meateor New Zealand business- 9,782 - - - 9,782 - - - -

Impairment of non-current assets(4,311)- (4,311)- - - - - - -

NZ IFRS 16 Leases, net of tax(722)(982)(634)(879)(5)(6)(80)(92)(3)(5)

Equity settled employee benefits(698)(866)- - - - - - (698)(866)

Meateor NZ disposal - working capital adjustment(500)- - - (500)- - - - -

Change in fair value gain on apple inventory(802)(332)(802)(332)- - - - - -

Change in gross liability for non-controlling interests(647)(273)106 (71)(753)(201)- - - -

Transaction costs(443)(357)- 56 - - - - (443)(414)

Share based payments- (77)- - - - - - - (77)

Taxation effect 941 (370)1,432 93 (491)(485)- - - 22

Reported Net Profit26,581 121,577 11,221 21,038 16,722 30,057 2,204 1,917 (3,566)68,564

Annual Report - Year Ended 31 December 2020

39

Divisional Overview

Leadership Profiles
Team

effort

Tim was elected to the Board in 2014, having been
appointed Chair of Scales’ Horticulture division in 2012.

He has been involved in agribusiness for over 40 years and

was CEO of Zespri International from 2003 to 2007. Tim is

currently: Chair of The Nutritious Kiwifruit Company Limited,

which is a consortium of New Zealand kiwifruit suppliers

selling under a new single brand, based around nutrition

and health, on the Australian market; Director of Prevar

Limited, an Australian and New Zealand joint venture apple

and pear industry company, supporting the development

and commercialisation of new apple and pear varieties;

Director of Nagambie Healthcare, a community hospital

and aged care facility, based in regional Victoria, Australia

and President of Nagambie Lakes Tourism and Commerce

Incorporated. Tim is a member of Scales’ Nominations and

Remuneration Committee.

Board of Directors (as at 19 March 2021)

Andy joined Scales in 2007 and became Managing Director

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

banking, with his final role being Head of Corporate at

Westpac New Zealand. Andy has overall responsibility for the

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

addition to his directorships of the Group, Andy is currently

the Chair of Akaroa Salmon Limited, Primary Collaboration

New Zealand Limited and Primary Collaboration New Zealand

(Shanghai) Co. Limited, and Rabobank New Zealand Limited.

Andy is a member of Scales’ Finance and Treasury Committee

and Scales’ Health & Safety and Sustainability Committee.

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

a Director of both Scales’ Storage & Logistics division and

Meateor in 2012. Nick was previously the Managing Director,

and was one of the founding shareholders of Hellers Limited,

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

Nick is a shareholder and Director of several private companies,

and is Deputy Chair of the Canterbury Hockey Association.

Nick is Chair of Scales’ Health & Safety and Sustainability

Committee and is a member of Scales’ Audit and Risk

Management Committee.

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

partner of Direct Capital. Mark has a background in private

equity, specialising in portfolio management with a focus

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

Director of a number of Direct Capital entities. Mark is also a

Director of Evergreen Partners Limited. Mark is Chair of Scales’

Nominations and Remuneration Committee and of Scales’

Finance and Treasury Committee and is a member of Scales’

Audit and Risk Management Committee.

Tim Goodacre,

Non-Executive

Independent Chair

Nick Harris,

Non-Executive

Independent Director

Andrew (Andy)

Borland,

Executive Director

Mark Hutton,

Non-Executive

Independent Director

Annual Report - Year Ended 31 December 2020

41

Leadership Profiles

Board of Directors (continued)
Alan was elected to the Board in 2014. Alan was the

President of the International Cricket Council between 2012

and 2014 and is currently; Chair of the Basin Reserve Trust;

a Director of Oceania Healthcare (NZ) Limited, Skellerup

Holdings Limited and a number of private companies. Alan

has an extensive background in the accounting and finance

field and is a former National Chair of KPMG. He was made

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

in 2013 for services to cricket and business. Alan is Chair of

Scales’ Audit and Risk Management Committee.

Tomakin was appointed to the Board in 2019. He is a

Director of China Resources Ng Fung Limited, which holds a

15.13% shareholding in the Company, and is also the Vice

President, Chief Financial Officer and Company Secretary

of China Resources Enterprise, Limited. Tomakin joined the

China Resources Group in 2008, and holds both a Business

Administration degree from the Chinese University of Hong

Kong, and a Master of Business Administration degree

from the University of Manchester. Tomakin is a Director

of New Zealand King Salmon Investments Limited. He has

extensive experience in internal and external auditing, finance

and accounting, mergers and acquisitions, regulatory and

compliance, and as a company secretary.

Nadine was appointed to the Board in 2019. Nadine

has extensive horticulture and wider primary industry

management experience from a number of previous roles,

including as the former CEO of Oha Honey LP. Nadine also

brings experience from a wide variety of governance and

advisory roles, including as a former member of the Primary

Sector Council, and as the former Chair of New Zealand

Apples & Pears Incorporated. Nadine is a member of Scales’

Health & Safety and Sustainability Committee.

Alan Isaac,

Non-Executive

Independent Director

Nadine Tunley,

Non-Executive

Independent Director

Lai Po Sing, Tomakin,

Non-Executive Director

Scales Corporation Limited

42

Leadership Profiles

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

2011. Andy’s full biography is set out in the previous section.

Hamish Davis, Managing Director Fern Ridge

Hamish joined Fern Ridge in 2001, becoming Managing

Director in 2008 following supply management and sales roles.

He has over 30 years’ experience in the growing and post-

harvest sectors of the apple industry, and remains very active in

export sales for the company.

Brett Frankel, President Shelby Foods

Brett established United States based Shelby Foods in 2007,

and has been its President since inception. Brett has over 20

years’ experience in petfood, having had a senior procurement

role prior to starting Shelby. He also represents the third

generation of family involvement in the sector, following in the

footsteps of both his father and grandfather.

Tim Harty, General Manager Meateor

Pet Foods

Tim was appointed General Manager at the inception of the

JV with Alliance in 2019. Tim has had a 20 year career in the

export meat industry in marketing and operational roles, both

in New Zealand and overseas.

Steve Kennelly, Chief Financial Officer

Steve has been with Scales since 1993 in a variety of

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

finance, funding, legal, company secretarial and information

technology. Steve is a member of Chartered Accountants

Australia and New Zealand.

Karen Morrish, Group Health & Safety,

Compliance and Sustainability Manager

Karen was appointed to this Group role in 2017. Prior to that

Karen was the Health & Safety and Compliance Manager for

Mr Apple, where she has worked for 16 years. In 2019 Karen

also took on the role as a Director of New Zealand Apples &

Pears Incorporated.

Chantelle Ramage, General Manager Profruit

Chantelle has been with Profruit for 14 years, including 12

as General Manager. Prior to that Chantelle held Production

Manager and Technical Manager roles with the company.

Chantelle graduated from Lincoln University with a Bachelor of

Science, majoring in Food.

Kent Ritchie, CEO Scales Logistics

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

shipping industry. He has been involved in setting up shipping

services from New Zealand, has experience in all aspects of

the transport industry and has led Scales’ expansion into the

logistics arena.

John Sainsbury, CEO Meateor Group

John has been with Meateor in various management roles

for the last 19 years. Prior to that, John worked in senior

management, marketing and operational roles in the United

States. John was appointed CEO of Meateor Foods in March

2015, and CEO of Meateor Group during 2019.

Andrew van Workum, CEO Mr Apple

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

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

General Manager of Mr Apple’s predecessor, Grocorp Pacific

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

experience in the production aspects of the apple industry, and

was previously a Director of Pipfruit New Zealand.

Management Profiles

Andrew van Workum,

CEO Mr Apple,

outside the new Mr Apple

Coolstore at Whakatu.

43

Annual Report - Year Ended 31 December 2020

Leadership Profiles

Financial
Statements

Contents
Comprehensive income 46

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 48

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 49

The Scales Group assets, liabilities and equity at the end

of the financial year.

Cash flows 51

Cash generated and used in the operating, investing and

financing activities of the Scales Group.

Notes to the Financial Statements 54

A. Segment information 56

B. Financial performance 58

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 63

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 70

D1. Share capital

D2. Reserves

D3. Dividends

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities 74

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 81

F1. Subsidiary companies

F2. Assets held for sale

G. Other 82

G1. Capital commitments

G2. Leases

G3. Related party disclosures

G4. Contingent liability

G5. Events occurring after balance date

G6. COVID-19

Annual Report - Year Ended 31 December 2020

45

Financial Statements

20202019
NOTE$’000$’000

Continuing operations

RevenueB1 470,709 484,609

Cost of salesB2(366,800)(383,126)

103,909 101,483

Administration and operating expensesB2(44,382)(43,965)

Revaluation of apple trees and buildingsC1(4,311)-

Share of profit of entities accounted for using the equity methodC32,224 2,997

Fair value gain on recognition of investment in joint venture- 9,782

Gain on disposal of Meateor New Zealand business- 9,782

Other incomeB31,645 421

Other lossesB3(2,345)(647)

EBITDA56,740 79,853

Amortisation (584)(592)

DepreciationC1(10,294)(9,654)

Depreciation of right of use assetG2(8,301)(7,824)

EBIT37,561 61,783

Finance revenue2,584 2,834

Finance costB4(1,915)(3,549)

Finance cost of lease liabilityG2(2,981)(3,075)

PROFIT BEFORE INCOME TAX EXPENSE FROM CONTINUING OPERATIONS35,249 57,993

Income tax expense B5(8,668)(9,418)

PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS26,581 48,575

Profit from discontinued operations (net of tax)- 73,002

PROFIT FOR THE YEAR26,581 121,577

Profit for the year from continuing operations is attributable to:

Equity holders of the Company21,025 45,000

Non-controlling interests 5,556 3,575

26,581 48,575

Profit from discontinued operations is fully attributable to equity holders of the Company.

EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS

OF THE COMPANY:

Basic earnings per share (cents):

Continuing operations D515.0 32.1

Discontinued operationsD5- 52.1

TotalD515.0 84.2

Diluted earnings per share (cents):

Continuing operationsD514.9 32.0

Discontinued operationsD5- 51.9

Total D514.9 83.9

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

46

Scales Corporation Limited

Financial Statements

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2020

20202019
NOTE$’000$’000

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

Gain on cash flow hedges20,861 6,496

Income tax relating to cash flow hedges (5,841)(1,819)

Share of other comprehensive income of joint ventures C3 708 209

Income tax relating to share of other comprehensive income of joint ventures(198)(58)

Foreign exchange (loss) on translating foreign operations (784)(125)

14,746 4,703

Items that will not be reclassified to profit or loss:

Revaluation of land and buildings 9,133 11,117

Income tax relating to buildings(448)(818)

Revaluation of apple trees(31)1,431

Income tax relating to apple trees9 (401)

Remeasurement of net defined benefit liability(440)-

Income tax relating to remeasurement of net defined benefit liability67 -

8,290 11,329

OTHER COMPREHENSIVE INCOME FOR THE YEAR23,036 16,032

TOTAL COMPREHENSIVE INCOME FOR THE YEAR49,617 137,609

Total comprehensive income for the year attributable to:

Equity holders of the Company44,374 134,034

Non-controlling interests5,243 3,575

49,617 137,609

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2020

47

Financial Statements

Consolidated Statement of Comprehensive Income (continued)

for the year ended 31 December 2020

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.
48

Scales Corporation Limited

Financial Statements


Share

capitalReserves

Retained

earnings

Attributable

to owners

of the

Company

Non-

controlling

interestsTotal

NOTE$’000$’000$’000$’000$’000$’000

Balance at 1 January 201994,184 71,999 80,109 246,292 3,581 249,873

Profit for the year- - 118,002 118,002 3,575 121,577

Other comprehensive income for the year- 16,032 - 16,032 - 16,032

Total comprehensive income for the year- 16,032 118,002 134,034 3,575 137,609

Reclassification of revaluation reserveD2- (25,912)25,912 - - -

Recognition of share-based paymentsD2- 866 - 866 - 866

Shares fully vestedD1, D21,089 (474)(139)476 - 476

DividendsD3- - (26,654)(26,654)(3,167)(29,821)

Balance at 31 December 201995,273 62,511 197,230 355,014 3,989 359,003

Profit for the year- - 21,025 21,025 5,556 26,581

Other comprehensive income for the year- 23,349 - 23,349 (313)23,036

Total comprehensive income for the year- 23,349 21,025 44,374 5,243 49,617

Reclassification of revaluation reserveD2- 1,093 (1,093)- - -

Reclassification of pension reserveD2- (341)341 - - -

Recognition of share-based paymentsD2- 698 - 698 - 698

Shares fully vestedD1, D21,098 (536)(165)397 - 397

DividendsD3- - (26,716)(26,716)(4,594)(31,310)

Balance at 31 December 202096,371 86,774 190,622 373,767 4,638 378,405

Consolidated Statement of Changes in Equity

for the year ended 31 December 2020

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.
Annual Report - Year Ended 31 December 2020

49

Financial Statements

20202019

NOTE$’000$’000

EQUITY

Share capitalD196,371 95,273

ReservesD286,774 62,511

Retained earningsD2190,622 197,230

Equity attributable to Scales Corporation Limited shareholders373,767 355,014

Equity attributable to non-controlling interests4,638 3,989

TOTAL EQUITY378,405 359,003

CURRENT ASSETS

Cash and bank balances47,418 18,632

Term deposits104,632 142,000

Trade and other receivablesE119,452 20,593

Current tax assets- 164

Other financial assetsE212,688 4,571

Unharvested agricultural produceC224,022 21,619

InventoriesC525,805 26,422

Prepayments3,899 3,482

237,916 237,483

Assets held for saleF22,550 -

TOTAL CURRENT ASSETS240,466 237,483

NON-CURRENT ASSETS

Property, plant and equipmentC1181,311 165,741

Investments accounted for using the equity methodC326,154 24,973

GoodwillC441,905 43,784

Other financial assetsE218,143 7,117

Computer software354 807

Right of use assetG277,877 78,775

TOTAL NON-CURRENT ASSETS345,744 321,197

TOTAL ASSETS586,210 558,680

Consolidated Statement of Financial Position

as at 31 December 2020

50
Scales Corporation Limited

Financial Statements

20202019

NOTE$’000$’000

CURRENT LIABILITIES

Bank overdrafts1,384 1,188

Trade and other payablesE325,117 19,843

Dividend declaredD313,359 13,328

BorrowingsE4860 -

Current tax liabilities1,593 2,842

Other financial liabilitiesE54,300 4,377

Lease liabilityG210,053 9,427

TOTAL CURRENT LIABILITIES56,666 51,005

NON-CURRENT LIABILITIES

BorrowingsE452,199 54,551

Deferred tax liabilitiesB525,596 19,442

Defined benefit plan net liability632 -

Other financial liabilitiesE52,522 3,966

Lease liabilityG270,190 70,713

TOTAL NON-CURRENT LIABILITIES151,139 148,672

TOTAL LIABILITIES207,805 199,677

NET ASSETS378,405 359,003


Consolidated Statement of Financial Position (continued)

as at 31 December 2020

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2020
51

Financial Statements

Consolidated Statement of Cash Flows

for the year ended 31 December 2020

20202019

NOTE$’000$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers469,559 511,371

Dividends received1,509 1,517

Interest received4,042 791

475,110 513,679

Cash was disbursed to:

Payments to suppliers and employees(407,074)(442,424)

Interest paid(4,896)(6,624)

Income tax paid(9,916)(8,532)

(421,886)(457,580)

NET CASH PROVIDED BY OPERATING ACTIVITIES53,224 56,099

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from maturing term deposits37,368 -

Advances repaid382 722

Proceeds from sale of storage businesses- 148,882

Proceeds from sale of Meateor New Zealand businessC3- 15,000

Sale of property, plant and equipment and computer software298 57

38,048 164,661

Cash was applied to:

Purchase of property, plant and equipment(24,237)(16,313)

Purchase of computer software(131)(495)

Purchase of financial instruments- (497)

Investment in term deposits- (142,000)

(24,368)(159,305)

NET CASH PROVIDED BY INVESTING ACTIVITIES13,680 5,356

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from seasonal and other facility borrowingsE43,955 79,000

3,955 79,000

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

52
Scales Corporation Limited

Financial Statements

20202019

NOTE$’000$’000

Cash was applied to:

Dividends paid(26,685)(26,625)

Dividends paid to non-controlling interests(4,594)(3,167)

Repayments of lease liabilities(7,300)(6,459)

Repayments of seasonal facility borrowingsE4(3,000)(81,000)

Repayments of term facility borrowingsE4- (10,000)

Repayments of related party borrowings- (1,329)

(41,579)(128,580)

NET CASH USED IN FINANCING ACTIVITIES(37,624)(49,580)

NET INCREASE IN NET CASH29,280 11,875

Net foreign exchange difference(690)(201)

Cash and cash equivalents at the beginning of the year17,444 5,770

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR46,034 17,444

Represented by:

Cash and bank balances 47,418 18,632

Bank overdrafts(1,384)(1,188)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR46,034 17,444

Consolidated Statement of Cash Flows (continued)

for the year ended 31 December 2020

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2020
53

Financial Statements

Andy Borland, Managing Director Tim Goodacre, Chair

Consolidated Statement of Cash Flows (continued)

for the year ended 31 December 2020

20202019

NOTE$’000$’000

NET CASH GENERATED BY OPERATING ACTIVITIES

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

Profit for the year 26,581 121,577

Non-cash items:

Depreciation (including on right-of-use asset)18,595 17,478

Revaluation of apple trees and buildings4,311 -

Amortisation 584 592

Share of equity accounted results(2,224)(2,997)

Hedging instruments(205)639

Loss (gain) on disposal of property, plant and equipment62 (57)

Share-based payments698 1,000

Change in gross liability on put options647 273

Deferred tax(203)941

Gain on disposal of storage businesses- (68,131)

Gain on disposal of Meateor New Zealand businessC3- (9,782)

Fair value gain on recognition of investment in joint ventureC3- (9,782)

Items classified as investing and financing activities:

Dividends received from equity accounted entities1,500 1,500

Changes in net assets and liabilities:

Trade and other receivables764 (579)

Unharvested agricultural produce(2,403)(1,072)

Inventories 28 3,540

Prepayments(426)(975)

Trade and other payables5,960 (235)

Current tax assets and liabilities(1,045)2,169

NET CASH PROVIDED BY OPERATING ACTIVITIES53,224 56,099

Statement of Cash Flows

For the purpose of the statement of cash flows, cash and cash equivalents include cash and bank balances and bank overdrafts.


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.

For and on behalf of the Board of Directors who authorised the issue of the financial statements on 25 February 2021.

The notes to the financial statements on pages 54 to 85 form part of and should be read in conjunction with this statement.

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 or the Group). 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 ventures. The principal activities of the Group are to grow apples, provide logistics

services, export products, manufacture and trade food ingredients, provide insurance services to companies within the Group and

operate 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;

• Unharvested agricultural produce in note C2.

• Assessment of Group invesment in Meateor Pet Foods Limited Partnership for impairment in note C3.

54

Scales Corporation Limited

Financial Statements

Notes to the Financial Statements

for the year ended 31 December 2020

Annual Report - Year Ended 31 December 2020
55

Financial Statements

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 ventures.

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.

Adoption of new and revised standards and interpretations; standards and Interpretations issued but not yet effective

All mandatory amendments and interpretations have been adopted in the current year. None had a material impact on these

financial statements.

The Group has reviewed all Standards, Interpretations and Amendments to existing Standards in issue not yet effective and does not

expect these to have a material effect on the financial statements of the Group.

56
Scales Corporation Limited

Financial Statements

A. Segment Information

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.

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, Meateor Group Limited, Meateor US LLC, Shelby JV LLC Group (Shelby Cold Storage

LLC, Shelby Exports Inc, Shelby Foods LLC, Shelby JV LLC, Shelby Properties LLC, Shelby Trucking LLC), Meateor GP Limited, Meateor

Pet Foods Limited Partnership and Profruit (2006) Limited.

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

Limited and Longview Group Holdings Limited.

Logistics: logistics services. Scales Logistics Limited and Scales Logistics Australia Pty Ltd.

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

Insurance Limited.

Horticulture

Food

IngredientsLogisticsOtherEliminationsTotal

$’000$’000$’000$’000$’000$’000

2020

Total segment revenue245,984 173,694 77,917 3,784 (30,670)470,709

Inter-segment revenue- - (28,082)(2,588)30,670 -

Revenue from external customers245,984 173,694 49,835 1,196 - 470,709

Gain (loss) on sale of non-current assets46 - (108)- - (62)

Share of profit of entities accounted for

using the equity method

- 2,224 - - - 2,224

Revaluation of apple trees and buildings(4,311)- - - - (4,311)

EBITDA35,781 21,872 4,215 (5,128)- 56,740

Amortisation expense(475)- (43)(66)- (584)

Depreciation expense(9,049)(1,045)(187)(13)- (10,294)

Depreciation of right of use asset(7,586)(63)(594)(58)- (8,301)

Finance revenue1 1 - 2,582 - 2,584

Finance costs(36)(32)(28)(1,819)- (1,915)

Finance cost of lease liability(2,660)(18)(289)(14)- (2,981)

Segment profit (loss) before income tax15,976 20,715 3,074 (4,516)- 35,249

Annual Report - Year Ended 31 December 2020
57

Financial Statements

Segment Reporting (continued)

Horticulture

Food

IngredientsLogisticsOtherEliminationsTotal

$’000$’000$’000$’000$’000$’000

Segment assets329,055 103,793 17,867 135,495 - 586,210

Segment liabilities122,838 19,082 11,870 54,015 - 207,805

Segment carrying value of investment

accounted for using the equity method

- 26,154 - - - 26,154

Segment acquisition of property, plant and

equipment and computer software

23,800 471 92 6 - 24,369

2019 (continuing operations)

Total segment revenue264,782 155,077 87,076 3,461 (25,787)484,609

Inter-segment revenue- - (22,948)(2,839)25,787 -

Revenue from external customers264,782 155,077 64,128 622 - 484,609

Gain on sale of non-current assets45 - - 1 - 46

Share of profit of entity accounted for

using the equity method

- 2,997 - - - 2,997

EBITDA47,909 32,921 4,058 (5,035)- 79,853

Amortisation expense(486)(1)(36)(69)- (592)

Depreciation expense(8,296)(1,016)(328)(14)- (9,654)

Depreciation of right of use asset(7,122)(62)(583)(57)- (7,824)

Finance revenue19 10 3 2,802 - 2,834

Finance costs(16)(23)(33)(3,477)- (3,549)

Finance cost of lease liability(2,739)(20)(301)(15)- (3,075)

Segment profit (loss) before income tax29,269 31,809 2,780 (5,865)- 57,993

Segment assets293,249 101,091 18,619 145,721 - 558,680

Segment liabilities112,426 11,110 12,269 63,872 - 199,677

Segment carrying value of investment

accounted for using the equity method

- 24,973 - - - 24,973

Segment acquisition of property, plant and

equipment and computer software

15,002 191 470 10 - 15,673

New ZealandAustraliaUSATotal

20202019202020192020201920202019

$’000$’000$’000$’000$’000$’000$’000$’000

Property, plant and

equipment

177,517 161,102 40 49 3,754 4,590 181,311 165,741

Investments

accounted for using

the equity method

26,154 24,973 - - - - 26,154 24,973

Goodwill16,188 16,188 - - 25,717 27,596 41,905 43,784

Computer software354 807 - - - - 354 807

Right of use asset77,294 78,080 192 215 391 480 77,877 78,775

Non-current assets other than financial instruments by geographical location

58
Scales Corporation Limited

Financial Statements

B. Financial Performance

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

2020

$’000

2019

$’000

By nature:

Revenue from the sale of goods402,194 390,855

Revenue from the rendering of services64,357 90,280

Fees and commission59 89

Net foreign exchange loss(730)(127)

Rental revenue4,829 3,512

470,709 484,609

By market:

New Zealand 81,549 107,465

Asia128,582 153,301

Europe75,041 64,621

North America184,894 154,994

Other643 4,228

470,709 484,609

By segment and type:

Horticulture - sale of agricultural produce229,033 237,584

Horticulture - agricultural produce related services12,133 23,695

Horticulture - other4,818 3,503

Food ingredients - sale of pet food ingredients171,144 152,963

Food ingredients - other2,550 2,114

Logistics services49,835 64,128

Other1,196 622

470,709 484,609

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

Annual Report - Year Ended 31 December 2020
59

Financial Statements

B1. Revenue (continued)

Sale of agricultural produce

The Group sells apples to more than 160 customers in 40 countries. Sales-related quality claim provisions are recorded in accordance

with NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Revenue is recognised when control of the goods has

transferred, being when the goods have been shipped to the customer (“outright sales”) or when the goods have been sold by

the customer (“consignment sales”). In addition, the apple season finishes before the end of the calendar year, with performance

obligations under both sales types satisfied for all sales made during that season.

Outright sales

Following shipment, revenue is recognised when the customer obtains control as it has full discretion over the manner of distribution

and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in relation to the

goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered on the ship at the port

of shipment as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of

time is required before the payment is due. Terms of payment are up to 45 days on arrival.

Consignment sales

Revenue is recognised by the Group when it loses control, which is when the goods are confirmed to be on-sold to the ultimate

customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time

is required before the payment is due. Terms of payment are immediate upon on-sale.

Sale of petfood ingredients

The Group sells petfood ingredients to a number of international and domestic customers. Revenue is recognised when control of

the goods has transferred, being when the goods have been delivered to the customer (“delivered to destination sales”) or when

shipped to the customer (“outright sales”). Terms of payments are up to 120 days.

Delivered to destination sales

Following delivery, revenue is recognised when the customer obtains control as it has full discretion over the manner of distribution

and price to sell the goods, has the primary responsibility when onselling the goods and bears the risks of loss in relation to the

goods. A receivable is recognised by the Group when it loses control, which is when the goods are delivered to the destination

named by the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the

passage of time is required before the payment is due.

Outright sales

Same as above under “Sale of agricultural produce - outright sales”.

Agricultural produce related services

The Group provides a number of agricultural produce related services to external apple growers, including packaging, cartage, export

documentation and export services. Each of those services is considered to be a distinct service as it is both regularly supplied by the

Group to customers on a stand-alone basis and is available for customers from other providers in the market.

A receivable is recognised by the Group when the service performance has been completed and the performance obligation is

satisfied, as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time

is required before the payment is due. Terms of payment are up to 45 days.

Logistics services

The Group provides marine and air logistics services to domestic customers. Revenue is recognised by the Group at a point in time,

which is when the shipment is organised and the goods are on the ship or the aeroplane. The performance obligation is satisfied

at the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before the

payment is due. Terms of payments are up to 60 days.

B2. Cost of Sales, Administration and Operating Expenses

20202019

$’000$’000

Auditor’s remuneration:

Deloitte Limited (New Zealand):

Audit of the financial statements:

Audit of the annual financial statements175 168

Review of interim financial statements 48 45

Other assurance services:

Audit of solvency certificate for Selacs Insurance Limited6 6

Sheehan & Company CPA, PC (United States):

Group reporting audit92 69

Review of subsidiary financial statements31 30

60
Scales Corporation Limited

Financial Statements

B2. Cost of Sales, Administration and Operating Expenses (continued)

20202019

$’000$’000

Bad debts incurred (recovered)251 (168)

Change in fair value adjustment to unharvested agricultural produce802 332

Change in inventories252 3,540

Direct expenses58,852 65,987

Directors' fees596 555

Donations45 13

Electricity2,778 2,774

Employee benefits expense:

Post employment benefits - defined contribution plans1,254 1,401

Post employment benefits - defined benefit plans508 409

Salaries, wages and related benefits79,809 73,754

Other employee benefits698 743

Grower payments49,017 62,376

Insurance3,609 3,589

Management fees48 97

Materials and consumables112,758 102,877

Ocean and air freight72,056 81,154

Operating lease expenses2,960 2,089

Packaging19,225 18,940

Provision for write-down of inventories377 1,168

Repairs and maintenance4,935 5,143

411,182 427,091

Disclosed as:

Cost of sales366,800 383,126

Administration and operating expenses44,382 43,965

411,182 427,091


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.

B3. Other Income and Losses

2020 2019

$’000$’000

Dividends9 1

(Loss) gain on disposal of property, plant and equipment(62)46

Reinsurance income (Note G4)1,636 374

Insurance claims expense paid (Note G4)(1,636)(374)

Remeasurement of gross liability to non-controlling interest(647)(273)

(700)(226)

Disclosed as:

Other income1,645 421

Other losses(2,345)(647)

(700)(226)

Annual Report - Year Ended 31 December 2020
61

Financial Statements

B4. Finance Cost

20202019

$’000$’000

Interest on loans1,867 3,298

Other interest12 123

Bank facility fees 36 128

1,915 3,549

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 from continuing operations8,827 8,795

Current tax expense from discontinued operations- 2,483

Total current tax expense8,827 11,278

Adjustments recognised in the current year in relation to the current tax of prior years - (74)

Deferred tax (income) expense relating to the origination and reversal of temporary differences(159)438

8,668 11,642

Total income tax expense recognised in profit or loss from continuing operations8,668 9,418

Total income tax expense recognised in profit or loss from discontinued operations- 2,224

Total income tax expense recognised in profit or loss8,668 11,642

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 operations35,249 57,993

Profit from discontinued operations- 75,226

Total profit before tax35,249 133,219

Income tax expense calculated at applicable corporate tax rates9,590 37,128

Non-assessable income(1,698)(26,278)

Non-deductible expenses472 688

Over provision of income tax in previous year - current tax- (73)

Under provision of income tax in previous year - deferred tax304 177

8,668 11,642


The tax rates used in the above reconciliation are the corporate tax rate of 28% payable by New Zealand companies under

New Zealand tax law, 30% payable by Australian companies under Australian tax law and 25.5% payable by US entities under

US tax law (being federal tax 21% and weighted average state tax 4.5%).

62
Scales Corporation Limited

Financial Statements


Opening

balance

Charged to

profit or loss

Charged to other

comprehensive

income

Closing

balance

$’000$’000$’000$’000

Deferred tax liability

Taxable and deductible temporary differences

arise from the following:

31 December 2020

Deferred tax liabilities (assets):

Trade and other receivables(23)(141)- (164)

Unharvested agricultural produce6,048 671 - 6,719

Property, plant and equipment and

computer software12,820 (745)439 12,514

Trade and other payables(703)(45)- (748)

Lease liability and right-of-use asset (NZ IFRS 16)(381)(295)- (676)

Other financial assets and liabilities, joint

ventures and pension plan1,681 298 5,972 7,951

Net deferred tax liability19,442 (257)6,411 25,596

31 December 2019

Deferred tax liabilities (assets):

Trade and other receivables(140)117 - (23)

Unharvested agricultural produce5,558 490 - 6,048

Property, plant and equipment and

computer software10,833 768 1,219 12,820

Trade and other payables(467)(236)- (703)

Lease liability and right-of-use asset (NZ IFRS 16)- (381)- (381)

Other financial assets and liabilities(196)- 1,877 1,681

Net deferred tax liability15,588 758 3,096 19,442

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 from these transactions are recognised in profit or loss in the period in which they arise.

Income and expenses for each subsidiary whose functional currency is not New Zealand dollars are translated at exchange rates that

approximate the rates at the actual dates of the transactions. Assets and liabilities of each subsidiary are translated at exchange rates

at balance date.

All resulting exchange differences are recognised in the foreign exchange translation reserve, which is a separate component

of equity.

The effective portion of exchange differences on foreign currency borrowings designated as hedges of net investments in foreign

operations is also recognised in the foreign exchange translation reserve.

B5. Taxation (continued)

Annual Report - Year Ended 31 December 2020
63

Financial Statements

C. Key Assets

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 at 1 January 201986,669 31,600 67,686 11,964 2,014 199,933

Additions96 3,656 5,011 1,132 5,506 15,401

Disposals- - (11,532)(994)- (12,526)

Revaluation10,020 (1,342)- - - 8,678

Effect of foreign currency translation(6)- (13)- (7)(26)

Balance at 31 December 201996,779 33,914 61,152 12,102 7,513 211,460

Additions6,712 1,970 3,771 1,569 10,215 24,237

Reclassified as held for sale(3,148)- - - - (3,148)

Disposals- - (671)(660)- (1,331)

Revaluation7,693 (3,080)- - - 4,613

Effect of foreign currency translation(137)- (270)(2)10 (399)

Balance at 31 December 2020107,899 32,804 63,982 13,009 17,738 235,432

Accumulated depreciation

and impairment

Balance at 1 January 2019- - 40,447 8,900 - 49,347

Depreciation expense1,097 2,773 4,573 1,211 - 9,654

Disposals- - (8,477)(918)- (9,395)

Revaluation(1,097)(2,773)- - - (3,870)

Effect of foreign currency translation- - (17)- - (17)

Balance at 31 December 2019- - 36,526 9,193 - 45,719

Depreciation expense1,440 3,049 4,585 1,220 - 10,294

Reclassified as held for sale(598)- - - - (598)

Disposals- - (347)(626)- (973)

Revaluation(1,440)(3,049)- - - (4,489)

Impairment on revaluation2,471 1,840 - - - 4,311

Effect of foreign currency translation- - (143)- - (143)

Balance at 31 December 20201,873 1,840 40,621 9,787 - 54,121

Net book value

As at 31 December 201996,779 33,914 24,626 2,909 7,513 165,741

As at 31 December 2020106,026 30,964 23,361 3,222 17,738 181,311

64
Scales Corporation Limited

Financial Statements

Accounting policy

Land, buildings and apple trees are included in the statement of financial position at their fair value at the date of revaluation, less

any subsequent accumulated depreciation and subsequent accumulated impairment losses. Valuations 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 valuation 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 valuation 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 the straight-line 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.

Land and buildings carried at fair value

Land and buildings shown at valuation were valued at fair value as at 31 December 2020 by independent registered valuers Added

Valuation Limited and Logan Stone Limited. The valuations were arrived at by reference to market evidence of transaction prices for

similar properties.

The fair value of land and buildings is calculated on the basis of market value. Market value is determined by 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 coolstores and packhouses) are

potential market comparative rentals $5 - $283 per square metre (2019: $5 - $155) and the capitalisation rates of 7.6% - 11%

(2019: 8.5% - 12%).

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. Orchard land is valued within the range

of $28,300 to $135,000 per hectare (2019: $28,300 to $123,000).

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 $50,794,000 (31 December 2019:

$48,077,405).

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 2020.

The market valuations completed by Boyd Gross were based on a discounted cash flows (DCF) analysis of forecast income streams

and costs. They were 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. The fair value of orchard land and buildings are deducted from the

overall orchard valuation to give rise to the apple trees valuation.

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

20202019

Production levels (gross tray carton equivalent

(tce)) per hectare

2,277 - 7,1053,495 - 6,021

Orchard gate returns per tce$24.75 - $37.62$25.00 - $38.00

Orchard costs per tce$12.95 to $41.83$15.31 - $28.34

Discount rate14.84% - 17.84%15.58% - 19.40%

C1. Property, Plant and Equipment (continued)

Annual Report - Year Ended 31 December 2020
65

Financial Statements

C1. Property, Plant and Equipment (continued)

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 carrying amount of apple trees had it been recognised under the cost model is $16,673,000 (31 December 2019: $19,591,963).

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

Total Hectares Planted

20202019

Premium varieties:

NZ Queen210 210

Pink Lady121 123

Red sports (Fuji and Royal Gala)265 259

Other premium169 151

Traditional varieties:

Braeburn101 110

Royal Gala177 176

Other traditional158 153

1,201 1,182


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

20202019

$’000$’000

Balance at beginning of the year21,619 20,547

Decrease due to harvest(21,619)(20,547)

Development expenditure24,460 21,254

Fair value adjustment(438)365

Balance at end of the year24,022 21,619

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.

The Group’s unharvested agricultural produce is classified as Level 3 in the fair value hierarchy.

The significant unobservable inputs included in the model are:

20202019

Production levels (tonnes per hectare per annum)37 - 15963 - 108

Orchard gate returns per tce$22 to $48$23 to $43

Risk adjusting discount rates 43% to 61%53% to 71%

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.

66
Scales Corporation Limited

Financial Statements

C3. Investments Accounted for Using the Equity Method

Details of each of the Group’s material joint ventures at the end of the reporting period are as follows:

Joint venturesPrincipal activity

Country of

incorporation HoldingBalance date

20202019

Profruit (2006) LimitedTrading companyNew Zealand 50%50%31 December

Meateor Pet Foods Limited PartnershipTrading companyNew Zealand 50%50%31 December

Summarised financial information in respect of the Group’s joint ventures is set out below. The aggregate summarised financial

information below represents amounts in joint ventures’ financial statements prepared in accordance with NZ IFRS Standards.

20202019

$’000$’000

Current assets35,738 31,110

Non-current assets36,430 30,218

Current liabilities(13,616)(8,233)

Non-current liabilities(6,245)(3,149)

Net assets52,307 49,946

Group's share in the net assets of equity accounted entities (50%)26,154 24,973

Carrying amount of investment in equity accounted entities26,154 24,973

The above amounts of assets and liabilities include the following:

Cash and cash equivalents1,627 2,243

Current financial liabilities (excluding trade and other payables and provisions)(2,441)(1,340)

Non-current financial liabilities (excluding trade and other payables and provisions)(2,790)(3,114)

Revenue61,541 54,892

Profit for the year after tax4,446 5,994

Other comprehensive income attributable to the owners of the company1,416 418

Total comprehensive income5,862 6,412

The above profit for the year includes the following:

Depreciation and amortisation1,576 817

Interest expense295 325

Income tax expense1,559 1,542

Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture recognised

in the consolidated financial statements:

Share of profit before taxation3,003 3,768

Share of income tax(780)(771)

Share of other comprehensive income (net of tax)708 209

Share of net profit for the year and total comprehensive income2,931 3,206

Carrying value at beginning of the year24,973 5,213

Interest retained (foregone) in Meateor Pet Foods Limited Partnership(250)18,054

Dividend paid by Profruit (2006) Limited(1,500)(1,500)

Investment in equity accounted entities26,154 24,973

Annual Report - Year Ended 31 December 2020
67

Financial Statements

C3. Investments Accounted for Using the Equity Method (continued)

The Group share of the guarantee of the Profruit (2006) Limited bank loan facilities is $1,096,301 (2019: $2,052,808).

In 2019, the Company announced an agreement to enter into a pet food Joint Venture (JV) with Alliance Group Limited (Alliance).

Under the terms of the JV, Alliance paid $15 million to acquire a 50% interest in Meateor Food Limited’s (a wholly owned subsidiary

of the Group) New Zealand business and operations.

Accordingly, Meateor Pet Foods Limited Partnership (the LP) was incorporated on 13 March 2019. The general partner of the LP is

Meateor GP Limited (incorporated in 2019), which is owned 50/50 by the Group and Alliance.

The LP acquired Meateor Foods Limited’s New Zealand business and operations for $30 million. The Group and Alliance each

contributed $15 million in exchange for a 50% limited partnership interest. $15 million capital contribution from the Group was set

off against $30 million receivable from the LP.

A total $19.6 million gain was recognised, which included $9.8 million gain on sale of Meator New Zealand business to the LP and

$9.8 million gain on fair value measurement of the interest in the LP.

A JV 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 JVs are incorporated in these consolidated financial statements using the equity method

of accounting. Under the equity method, an investment in a JV 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 JV. Dividends or distributions received from a JV reduce the carrying amount of the investment in that JV in the Group financial

statements. When the Group’s share of losses of a JV exceeds the Group’s interest in that JV, 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 JV.

An investment in a JV is accounted for using the equity method from the date on which the investee becomes a JV until the date it

ceases to be a JV. On acquisition of the investment in a JV, 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 Impairment of Assets are applied to determine whether it is necessary to recognise

any impairment loss.

Due to the recent performance of the LP being below expectations, the Directors have assessed the investment in the LP for

impairment. The LP is governed by a separate board made up of representatives from the Group and Alliance. The LP Board has

reviewed the performance of the business and adopted a budget and cash flow forecast, which was used to assess impairment.

The Directors of the Group have assessed the LP Board’s approved forecast for 2021 and 2022, and growth assumptions for the

following years, including the terminal growth rate, when considering the carrying value of the investment in the LP. The LP Board’s

forecast for 2021 and 2022 included a number of plans and assumptions designed to restore and grow profitability to expected

levels. The Directors consider such assumptions to be reasonable in the circumstances.

The Directors determined the recoverable amount of the investment in the LP based on the value in use of the business which uses

future cash flows covering a 5 year period based on the LP Board approved forecast.

The Directors concluded that there is no impairment of the investment in the LP as the recoverable amount exceeded the carrying

value of the investment in the LP.

$’000

Recoverable amount of Group's investment in the LP20,790

Carrying value19,956

Headroom834

Key assumptions:

Pre-tax discount rate12.55%

Sales and cost of sales growth rate in years 1-54.50%

Overhead cost growth rate in years 1-51.50%

Terminal growth rate beyond year 51.90%


The pre-tax discount rate was determined based on the weighted average cost of capital which utilises past experience and

external sources.

68
Scales Corporation Limited

Financial Statements

C3. Investments Accounted for Using the Equity Method (continued)

The sensitivity of the recoverable amount of the Group’s investment in the LP to the reasonably possible changes is set out below:

$’000$’000

+0.5%-0.5%

Pre-tax discount rate(997)1,095

Sales and cost of sales growth rate in years 1-51,136 (1,113)

Overhead cost growth rate in years 1-5(143)141

Terminal growth rate499 (456)

+10%-10%

Forecast earnings2,541 (2,541)

Changes in each key assumptions that would result in the recoverable amount equalling the carrying amount, assuming all other

inputs remain unchanged, are set out below:

Pre-tax discount rateIncrease by 0.4%

Sales and cost of sales growth rate in years 1-5Reduction by 0.4%

Overhead cost growth rate in years 1-5Increase by 2.9%

Terminal growth rateReduction by 1.0%

Forecast earningsReduction by 2.9%


C4. Goodwill

20202019

$’000$’000

Gross carrying amount

Balance at beginning of the year43,784 43,875

Effect of foreign currency exchange differences(1,879)(91)

Balance at end of the year41,905 43,784

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. Goodwill is tested for impairment annually, or more frequently if there are indications that

goodwill might be impaired. For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGUs)

listed below which represent the lowest level at which the Directors monitor goodwill.

20202019

$’000$’000

Logistics1,955 1,955

Mr Apple14,233 14,233

Shelby25,717 27,596

41,905 43,784

As at 31 December 2020, the Directors have determined, based on discounted cash flow and value in use calculations, that there is

no impairment of goodwill associated with any of the above CGUs.

The discounted cash flow and value in use calculation uses future cash flows covering a five year period based on a Board approved

budget. The model was based on the following key assumptions:

20202019

Pre-tax discount rates10-13%12-13%

Annual growth rates2%2-3%

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.

Annual Report - Year Ended 31 December 2020
69

Financial Statements

C5. Inventories

20202019

$’000$’000

Finished goods20,871 21,583

Other4,934 4,839

25,805 26,422

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 CGU to which the asset belongs.

A CGU 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 CGU 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 CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or

CGU) 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.

70
Scales Corporation Limited

Financial Statements

D. Capital Funding

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 142,090,521 fully paid ordinary shares (2019: 141,579,238) less treasury stock of 1,580,229

shares (2019: 1,383,659 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

20202019

Fully paid ordinary shares

Opening balance141,579,238 141,103,597

Share Scheme - shares issued511,283 475,641

Closing balance142,090,521 141,579,238

Treasury stock

Opening balance1,383,659 1,195,664

Share Scheme - shares issued511,283 475,641

Share Scheme - shares fully vested(314,713)(287,646)

Closing balance1,580,229 1,383,659


The available subscribed capital of $46,072,206 (2019: $42,808,000) 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.

20202019

$’000$’000

Movement in share capital related to share-based payments:

Cash-settled share based payment scheme vested- 134

Equity-settled employee benefit share scheme vested

Interest-free loan became full recourse397 342

Accumulated share option value reclassified from reserve into share capital536 474

Accumulated dividends reclassified from retained earnings into share capital165 139

1,098 1,089

Annual Report - Year Ended 31 December 2020
71

Financial Statements

D2. Reserves

Revaluation

Cash

flow

hedge

Share

of joint

ventures

Equity-

settled

employee

benefits

Foreign

exchange

translation

Revaluation

related to

discontinued

operations

Pension

plan

reserve

Total

reserves

$’000$’000$’000$’000$’000$’000$’000$’000

Balance at 1 January 201944,540 250 - 1,248 49 25,912 - 71,999

Other comprehensive income (loss)11,329 4,677 151 - (125)- - 16,032

Transfer to retained earnings- - - - - (25,912)- (25,912)

Recognition of share-based payments- - - 866 - - - 866

Shares fully vested- - - (474)- - - (474)

Balance at 31 December 201955,869 4,927 151 1,640 (76)- - 62,511


Other comprehensive income (loss)8,663 15,020 510 - (784)- (60)23,349

Transfer from retained earnings1,093 - - - - - (341)752

Recognition of share-based payments- - - 698 - - - 698

Shares fully vested- - - (536)- - - (536)

Balance at 31 December 202065,625 19,947 661 1,802 (860)- (401)86,774

Revaluation reserve

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

Cash flow hedge reserve

The cash flow hedge 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 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 Share Scheme unless they

remain in employment with the Group for a period of 3 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

5 May 2017 - FY16A5 May 20201.70278,879 - - (278,879)-

5 May 2017 - FY16B5 May 20202.4535,834 - - (35,834)-

20 April 2018 - FY17A20 April 20211.70309,698 - - - 309,698

20 April 2018 - FY17B 20 April 20212.5136,007 - - - 36,007

20 April 2018 - FY17C20 April 20213.6240,577 - - - 40,577

28 June 2018 - FY17R28 June 20214.13207,023 - - - 207,023

30 April 2019 - FY1830 April 20222.71261,356 - - - 261,356

28 June 2019 - FY18R28 June 20224.06214,285 - - - 214,285

30 April 2020 - FY1930 April 20233.20- 301,657 - - 301,657

28 June 2020 - FY19R28 June 20234.19- 209,626 - - 209,626

Total1,383,659 511,283 - (314,713)1,580,229

72
Scales Corporation Limited

Financial Statements

D2. Reserves (continued)

The weighted average share price for shares that vested on 5 May 2020 was $4.80.

The shares issued vest over three years. The estimated value of the share options is determined using the Black-Scholes pricing

calculator and is 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’s ordinary shares.

The inputs into the “option pricing calculator” are:

20202019

FY19FY19RFY18FY18R

Issue date share price, $4.904.965.00 4.75

Expected share price volatility, %212122 20

Option life, years333 3

Risk-free interest rate, %0.510.141.47 1.13

Exercise price, $3.204.192.71 4.06

Fair value, at the grant date, $1.831.122.43 1.10

Foreign exchange translation reserve

Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net

investment, are accounted for in two ways. Gains or losses relating to the effective portion of the hedge are recognised in other

comprehensive income. Any gains or losses relating to the ineffective portion of the hedge are recognised in profit or loss.

Gains or losses arising on translation of foreign subsidiaries results (Note B6) are also recognised in this reserve.

Retained earnings

Retained earnings represents the profits retained in the business.

D3. Dividends

20202019

$’000$’000

Final dividend paid - 9.50 (2019: 9.50) cents per share13,357 13,326

Interim dividend declared - 9.50 (2019: 9.50) cents per share13,359 13,328

26,716 26,654

All above dividends were fully imputed.

The 2020 interim dividend was declared on 9 December 2020 and paid on 15 January 2021.

D4. Imputation Credit Account

20202019

$’000$’000

Balance at end of the year20,773 23,194

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.

Annual Report - Year Ended 31 December 2020
73

Financial Statements

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.

20202019

Profit attributable to equity holders of the Company ($’000):

From continuing operations21,025 45,000

From discontinued operations- 73,002

Total21,025 118,002

Weighted average number of shares:

Ordinary shares140,402,514 140,108,891

Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme)467,735 481,924

Weighted average number of Ordinary Shares for diluted earnings per share 140,870,249 140,590,815

Earnings per share (cents):

Basic - continuing15.0 32.1

Basic - discontinued- 52.1

Basic - total 15.0 84.2

Diluted - continuing14.9 32.0

Diluted - discontinued- 51.9

Diluted - total14.9 83.9

74
Scales Corporation Limited

Financial Statements

E. Financial Assets and Liabilities

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’ 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 as financial assets 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

The Group recognises a loss allowance for expected credit losses (ECL) on investments in debt instruments that are measured at

amortised cost, trade and other receivables. The amount of ECL is updated at each reporting date to reflect changes in credit risk since

initial recognition of the respective financial instrument.

The Group always recognises lifetime ECL for trade receivables. The ECL on these financial assets is estimated using a provision matrix

based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions

and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of

money where appropriate.

For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since initial

recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group

measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of a financial instrument.

In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument

that are possible within 12 months after the reporting date.

For financial assets, the ECL is estimated as the difference between all contractual cash flows that are due to the Group in accordance

with the contract and all the cash flows that the Group expects to receive, discounted at the 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.

Annual Report - Year Ended 31 December 2020
75

Financial Statements

E1. Trade and Other Receivables

20202019

$’000$’000

Trade receivables14,151 13,400

Interest receivable585 2,043

Other receivables1,091 1,504

Owing by entity accounted for using the equity method157 97

Goods and services tax3,468 3,549

19,452 20,593

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. 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 5 customers who represent 38.07% (2019: 5 customers who represent

45.47%) 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 1 month, and

for which provision for expected credit losses was not material 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:

1 month2,316 2,086

2 months616 979

More than 2 months2,169 1,827

5,101 4,892

Accounting Policies (continued)

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.

Hedges of net investments in foreign operations

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging

instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated under the

heading of foreign exchange translation reserve. The gain or loss relating to the ineffective portion is recognised immediately in

profit or loss. Gains and losses on the hedging instrument relating to the effective portion of the hedge accumulated in the foreign

exchange translation reserve are reclassified to profit or loss on the disposal of the foreign operation.

76
Scales Corporation Limited

Financial Statements

E2. Other Financial Assets

Current:

20202019

$’000$’000

At fair value:

Foreign currency derivative instruments12,688 4,571

12,688 4,571

Non-current:

At fair value:

Foreign currency derivative instruments17,572 6,593

Shares in unlisted companies184 221

At amortised cost:

Employee loans 387 303

18,143 7,117

E3. Trade and Other Payables

Trade payables13,707 11,628

Accruals6,494 4,433

Employee entitlements4,916 3,782

25,117 19,843

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 Coöperatieve Rabobank U.A., New Zealand Branch (Rabobank) and

Westpac New Zealand Limited (Westpac) in 2013. The total facility is $22,000,000 (2019: $22,000,000). At 31 December 2020

the undrawn amount under these facilities was $2,000,000 (2019: $2,000,000). In addition, a $1,000,000 ANZ overdraft facility is

available to Group (2019: $1,000,000). This facility was undrawn as at both 31 December 2020 and 31 December 2019.

In 2018, the Group obtained an additional USD 11,635,000 term loan from Rabobank and USD 11,635,000 term loan from

Westpac. These facilities were utilised to finance the acquisition of Shelby JV LLC Group. The USD denominated loans are designated

as a hedge of net investment in foreign operations.

The floating interest rate is 1.25% to 2.44% (2019: 2.03% to 3.06%) and the term borrowing facility expiry date is 1 July 2022.

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.

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.

*Charging Group Companies as at 31 December 2020 are Scales Corporation Limited, Scales Holdings Limited, Mr Apple New

Zealand Limited, New Zealand Apple Limited, Geo.H.Scales Limited, Meateor Foods Limited, Scales Logistics Limited and Meateor

Group Limited.

Annual Report - Year Ended 31 December 2020
77

Financial Statements

E4. Borrowings (continued)

Seasonal facility

Other current

borrowingsTerm borrowings

202020192020201920202019

$’000$’000$’000$’000$’000$’000

Seasonal (current) and term (non-current)

borrowings:

Opening balance- 2,000 - - 54,551 64,664

Drawdowns3,000 79,000 955 - - -

Repayments(3,000)(81,000)- - - (10,000)

Effect of foreign currency translation- - (95)- (2,352)(113)

- - 860 - 52,199 54,551

E5. Other Financial Liabilities

20202019

Current financial liabilities at fair value:$’000$’000

Foreign currency derivative instruments35 785

Interest rate swap contracts and forward rate agreements618 537

Put option3,647 3,055

4,300 4,377

Non-current financial liabilities at fair value:

Foreign currency derivative instruments366 1,459

Interest rate swap contracts and forward rate agreements554 762

Put option1,602 1,745

2,522 3,966

In 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.

In 2018 the Group acquired 60% of Shelby JV LLC and its subsidiaries Shelby Foods LLC, Shelby Exports Inc, Shelby Cold Storage

LLC, Shelby Trucking LLC and Shelby Properties LLC (collectively, Shelby Group).

As part of the transaction, the Company entered into an agreement with the vendor whereby the vendor has an option to put a

further 5% of total units in Shelby Group to Scales at a value based on a multiple of Shelby Group EBITDA. The obligation to acquire

the ownership interest under the put option is included in other financial liabilities.

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 can 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.

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

78
Scales Corporation Limited

Financial Statements

E6. Interest Rate Risk (continued)

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

Fixed Interest

Rate

Notional Principal

AmountFair Value

202020192020201920202019

%%$’000$’000$’000$’000

Maturity date

- Interest rate swap contracts:

Within 1 year4.62 - 10,000 - (323)-

2-5 years3.25 3.93 10,000 20,000 (849)(1,299)

After 5 years- - - - - -

20,000 20,000 (1,172)(1,299)

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.

As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs

a qualitative assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the

corresponding hedged items will systematically change in opposite directions in response to movements in the underlying interest

rates. The main source of hedge ineffectiveness in these hedge relationships (which is not material) is the effect of the counterparty

and the Group’s own credit risk on the fair value of the interest rate swap contract, which is not reflected in the fair value of the

hedged item attributable to the change in interest rates. No other sources of ineffectiveness emerged from these hedging relationships.

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative

instruments at the reporting date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at

reporting date was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to

key management personnel and represents management’s assessment of the reasonably possible change in interest rates. Impact on

net profit after tax assumes that none of floating interest rate borrowings were hedged.

20202019

+1%-1%+1%-1%

$’000$’000$’000$’000

Impact on net profit after tax192 (192)(187)187

Impact on cash flow hedge reserve net of tax238 (247)371 (389)

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:

20202019

Contract ValueFair ValueContract ValueFair Value

$’000$’000$’000$’000

Sale commitments forward foreign exchange contracts217,512 14,979 210,587 5,224

Sale commitments foreign exchange options106,640 14,880 90,410 3,696

Annual Report - Year Ended 31 December 2020
79

Financial Statements

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 2021 to 2025 financial years at which stage the amount deferred in equity will be released into profit or loss.

For hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying) of

the foreign exchange forward contracts and their corresponding hedged items are the same, the Group performs a qualitative

assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged

items will systematically change in opposite directions in response to movements in the underlying exchange rates. The Group uses

the hypothetical derivative method for the hedge effectiveness assessment and measurement of hedge ineffectiveness. As for the

hedge of the net investment in Meateor US LLC sub-group, the Group assesses effectiveness by comparing the nominal amount of

the net assets designated in the hedge relationship with the nominal amount of the hedging instrument.

This is a simplified approach because the currency of the exposure and hedging instruments perfectly match and the Group excludes

from the designation the foreign currency basis spread.

The following table demonstrates the sensitivity to a reasonably possible change of 5% in the value of New Zealand dollar against

other foreign currencies, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the

fair value of monetary assets and liabilities. The impact on the Group’s equity is due to changes in the fair value of forward exchange

contracts designated as cash flow hedges.

20202019

+5%-5%+5%-5%

$’000$’000$’000$’000

Impact on net profit after tax(273)302 (214)194

Impact on cash flow hedge reserve net of tax(11,694)10,811 (10,861)10,309

E8. Categories of Financial Instruments

2020 2019

$’000$’000

Financial assets:

Amortised cost63,789 35,979

Derivative instruments in designated hedge accounting relationships30,260 11,164

Fair value through profit or loss184 221

94,233 47,364

Financial liabilities:

Amortised cost92,919 88,910

Derivative instruments in designated hedge accounting relationships1,573 3,543

Fair value through profit or loss5,249 4,800

99,741 97,253

The carrying amount of financial instruments at amortised cost approximates their fair value.

80
Scales Corporation Limited

Financial Statements

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 3

months

4 months to

1 year1–5 years Total

$’000$’000$’000$’000

2020

Trade and other payables25,117 - - 25,117

Dividend declared13,359 - - 13,359

Put options3,647 - 1,602 5,249

Borrowings208 630 52,616 53,454

Interest rate swaps and forward rate agreements196 437 614 1,247

42,527 1,067 54,832 98,426

2019

Trade and other payables19,843 - - 19,843

Dividend declared13,328 - - 13,328

Put options3,055 - 1,745 4,800

Borrowings410 1,230 55,366 57,006

Interest rate swaps and forward rate agreements198 595 1,244 2,037

36,834 1,825 58,355 97,014

Annual Report - Year Ended 31 December 2020
81

Financial Statements

F. Group Structure

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.

F1. Subsidiary Companies

Subsidiary Companies:Principal Activity

Country of

Incorporation

Holding

2020 2019Balance Date

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

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

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

Meateor Foods Australia Pty LimitedTrading companyAustralia100%100%31 December

Meateor Foods LimitedTrading companyNew Zealand 100%100%31 December

Meateor Group LimitedHolding companyNew Zealand 100%100%31 December

Meateor US LLCHolding companyUnited States100%100%31 December

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

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

Scales Employees LimitedCustodial companyNew Zealand 100%100%31 December

Scales Holdings LimitedHolding companyNew Zealand 100%100%31 December

Scales Logistics LimitedFreight consolidatorNew Zealand 100%100%31 December

Scales Logistics Australia Pty LtdFreight consolidatorAustralia100%100%31 December

Selacs Insurance LimitedInsurance companyNew Zealand 100%100%31 December

Shelby Cold Storage, LLC Coldstore operatorUnited States60%60%31 December

Shelby Exports, IncNon trading companyUnited States60%60%31 December

Shelby Foods, LLC Trading companyUnited States60%60%31 December

Shelby JV LLCHolding companyUnited States60%60%31 December

Shelby Properties LLCNon trading companyUnited States60%60%31 December

Shelby Trucking LLCTrading companyUnited States60%60%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.

F2. Assets Held for Sale

As at 31 December 2020, Mr Apple New Zealand Limited’s Havelock North packhouse assets were classified as held for sale. An

unconditional agreement has been reached for the sale of the assets which is due to settle after balance date. The packhouse

assets are included in the Horticulture segment.

82
Scales Corporation Limited

Financial Statements

G. Other

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

with NZ IFRS.

G1. Capital Commitments

20202019

$’000$’000

Commitments entered into in respect of apple trees as at balance date289 1,192

G2. Leases

The Group as a lessee

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognised a right-of-use asset

and a corresponding liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as

leases with a lease term of twelve months or less) and leases of low value assets. For these leases, the Group applies the practical

expedient and recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless

another systematic basis is more representative of the time pattern in which economic benefits from the lease assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing

rate (IBR).

Lease payments included in the measurement of the lease liability comprise:

• fixed lease payments (including in-substance fixed payments), less any lease incentives;

• variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• the amount expected to be payable by the lessee under residual value guarantees;

• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the

effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease

liability is remeasured by discounting the revised lease payments using a revised discount rate.

• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual

value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate.

• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before

the commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and

impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located

or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and

measured under NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Right-of-use assets are depreciated over the shorter period of either the lease term or the useful life of the underlying asset. If a

lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a

purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at

the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies NZ IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss under this standard.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use

asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments

occurs and are included in the line “Administration and operating expenses” in the statement of comprehensive income.

As a practical expedient, NZ IFRS 16 Leases permits a lessee not to separate non-lease components, and instead account for any

lease and associated non-lease components as a single arrangement.

Annual Report - Year Ended 31 December 2020
83

Financial Statements

G2. Leases (continued)

Right-of-use assets

Land and

buildings

Plant and

equipment

Office equipment

motor and

vehiclesTotal

$’000$’000$’000$’000

Carrying Amount

Balance at 1 January 201977,651 294 5,025 82,970

Additions2,440 136 1,053 3,629

Depreciation expense(6,013)(216)(1,595)(7,824)

Balance at 31 December 201974,078 214 4,483 78,775

Additions4,831 - 2,572 7,403

Depreciation expense(6,082)(185)(2,034)(8,301)

Balance at 31 December 202072,827 29 5,021 77,877

20202019

$’000$’000

Amounts recognised in profit and loss

Depreciation expense on right-of-use assets8,301 7,824

Interest expense on lease liabilities2,981 3,075

Expense relating to short-term leases and low-value assets2,960 2,089

Lease liabilities

Current10,053 9,427

Non-current70,190 70,713

Maturity analysis (undiscounted cash flows)

Year 110,053 9,427

Year 29,003 8,850

Year 38,089 8,098

Year 47,535 7,330

Year 57,146 6,779

Onwards61,983 65,077

103,809 105,561

Cash outflows for leases

Interest on lease liabilities2,981 3,075

Repayments of lease liabilities7,300 6,459

Short-term leases and low-value asset leases2,960 2,089

13,241 11,623

84
Scales Corporation Limited

Financial Statements

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.

The compensation of the Directors and executives, being the key management personnel of the Group, is as follows:

20202019

Key management personnel remuneration$’000$’000

Short-term employee benefits2,784 2,956

Share-based payments367 218

Post-employment benefits95 104

3,246 3,278

During 2020, 1,062,451 (2019: 740,968) shares were issued to key management personnel in accordance with the Senior Executive

Share Scheme described in Note D2.

Transactions with equity accounted entities

Revenue from sale of goods1,189 1,409

Revenue from services3,910 2,564

Dividends received1,500 1,500

Trade receivables at balance date257 182

G4. Contingent Liability

In December 2018 an insurance claim was notified to Selacs Insurance Limited, a wholly owned subsidiary of Scales Holdings

Limited, which in turn is a wholly owned subsidiary of Scales Corporation Limited.

The claim arises in consequence of the collapse of the roof of a leased coldstore located in Hastings, Hawke’s Bay. The event is under

investigation by specialists and a claim has not yet been accepted.

The risk is fully reinsured, and in the event the claim is accepted and becomes payable, there will be no impact on net income or net

assets of the Group.

No claim expense, reinsurance revenue, claim payable and reinsurance receivable have been recorded in the financial statements,

except ex-gratia payments from reinsurers to the insured party recorded as claim expense and reinsurance revenue (as disclosed in

Note B3).

G5. Events Occurring After Balance Date

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

Annual Report - Year Ended 31 December 2020
85

Financial Statements

G6. COVID-19

On 24 March 2020, the New Zealand Government announced a number of Orders under the Health Act 1956 and the Epidemic

Preparedness Act 2006 to restrict certain activities for the purposes of preventing the outbreak and spread of COVID-19. The Group’s

business units were classified as “essential services” and complied with the respective health requirements within each jurisdiction

they operated in.

As at the date of authorisation of these financial statements, the Group was operating in Alert Level 1 in New Zealand with strict

border restrictions remaining in place and contact tracing encouraged. The Group operations outside of New Zealand continue to be

further impacted by the COVID-19 pandemic.

(a) Uncertainties, estimates and judgements

The economic and public health conditions globally have impacted these trading results, and the current uncertainties are expected

to impact the trading results in the future.

The risks impacted by the uncertainty arising from COVID-19 include credit risk and market risks which impact the Group’s

assessment of expected credit losses, carrying value of inventories and the recoverability of non-current assets and goodwill.

The Directors have assessed the impact of COVID-19 on these judgements and estimates and concluded that no significant changes

to the carrying values of assets or liabilities are currently necessary.

(b) Government grants

Government support was received in New Zealand and Australia by Group subsidiaries. While the criteria were met for receiving this

support, the Group opted to refund these amounts to the respective government agencies.

Similar support was received in the United States of America by way of government loans. These loans may be forgiven if the

eligibility criteria are met. The loan balances are carried as a liability until the criteria are met.

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching

to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the

periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate.

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 2020, 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 46 to 85, present

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

2020, 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 Company in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board

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

for Professional Accountants (including International Independence Standards), 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 Company and 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 $1.9 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.

86

Scales Corporation Limited

Financial Statements

Key audit matterHow our audit addressed the key audit matter
Valuation of Unharvested Agricultural Produce

Unharvested agricultural produce growing on bearer plants (e.g.

fruit), is measured at fair value less costs to sell in accordance

with NZ IAS 41 Agriculture.

The Group’s unharvested agricultural produce was valued at

$24.02 million at balance date as described in note C2. A

revaluation loss of $0.4 million is recorded in profit or loss.

Fair value less cost 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

by comparing to the actual results.

• Checking the mechanical accuracy of the discounted cash

flow model.

Valuation of Apple Trees

As disclosed in note C1 the Group has apple trees valued at

$31 million. A revaluation decrease of $1.8 million and $31,000

were recognised in profit and loss and other comprehensive

income, respectively.

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.

The fair value of the Apple trees are determined by an

independent registered valuer on the basis of a discounted

cash flow analysis of forecast income streams and costs from

each orchard less the fair value of orchard land and buildings.

The model uses a number of significant unobservable inputs, in

particular: production levels per hectare, orchard gate returns

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

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 the level of judgement

involved in valuing the apple trees.

Our procedures focused on the appropriateness of the valuation

methodology and the key assumptions applied in the model.

Our procedures included, amongst others:

• Evaluating the Group’s processes in respect of the independent

valuation of the apple trees including its review of the

valuation methodology and determination of the key valuation

assumptions;

• Engaging a Deloitte valuation specialist to consider whether the

valuation methods applied were reasonable;

• Assessing the competence, objectivity and integrity of the

Group’s independent registered valuer. This included assessing

the valuer’s professional qualifications, experience and

independence. It also included meeting with the valuer to

understand the valuation process adopted and to identify and

challenge the critical judgement areas in the valuation. We

specifically discussed the impact of COVID-19 with the valuer;

• Assessing the valuation methodology for consistency with the

the most recent valuation (“2019 valuation”) and determining

whether any changes to the methodology were appropriate;

• Challenging the reasonableness of the key assumptions by

comparing them to the 2019 valuation, the Group’s internal

data and current market evidence. We focused on the

assumptions relating to production levels per hectare, orchard

gate returns (market prices), orchard costs, and discount rates,

including consideration of the impact of COVID-19;

–We tested estimated production levels per hectare by

comparing orchard hectares in production with the 2019

valuation. We compared the production levels per hectare to

external production data as well as internal production data

for the previous season.

–We tested the orchard gate returns by comparing these to

actual sales returns received during the previous year.

–We challenged orchard costs by comparing orchard costs to

the 2019 valuation and available market data.

–We challenged the discount rates by comparing them with

2019 valuation discount rates and considering the risks

associated with the orchards.

• Checking the mechanical accuracy of the discounted cash flow

models on a sample basis.

Annual Report - Year Ended 31 December 2020

87

Financial Statements

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.

88

Scales Corporation Limited

Financial Statements

Key audit matterHow our audit addressed the key audit matter

Impairment Assessment of the investment in Meateor Pet

Foods Limited Partnership (“LP”)

As disclosed in note C3 the Group holds a 50% investment

in Meateor Pet Foods Limited Partnerhip, a joint venture. The

entity is an equity accounted investment with a carrying value

of $20 million at 31 December 2020.

Due to the recent performance of the LP being below

expectations, the Group has assessed the investment in the

LP for impairment. A discounted cash flow methodology was

used to determine the recoverable amount of the investment in

the LP at 31 December 2020. Within the net assets of the LP is

goodwill which must be tested for impairment annually.

The key assumptions applied in the model are:

• Forecast earnings;

• Pre-tax discount rates;

• Sales and cost of sales growth rate;

• Overhead cost growth rate; and

• Terminal growth rate.

The Group has concluded that there is no impairment of the

investment in the LP as the recoverable amount exceeded the

carrying value of the LP, however, the Group determined that

there are reasonably possible changes in key assumptions that

could result in impairment as disclosed in C3.

We have included the impairment assessment of the Group’s

investment in Meateor Pet Foods Limited Partnership as a key

audit matter due to the significance of the balance to the

financial statements and the level of judgement applied by the

Group in determining the key assumptions used to determine

the recoverable amount, including the sensitivities of

these assumptions.

We considered whether the Group’s methodology for assessing

impairment is compliant with NZ IAS 36 Impairment of Assets. We

focused on testing and challenging the suitability of the model and

reasonableness of the assumptions used by the Group in conducting

their impairment reviews.

Our procedures included:

• Agreeing a sample of future cash flows to Board approved

forecasts; and

• Challenging the reliability of the Group’s growth rates by

comparing the forecasts underlying the growth rates to historical

forecasts and actual results of the underlying businesses (where

applicable) and to external sector forecast data. This also

included consideration of the impact of COVID-19 on both

forecast revenue and profitability of the LP.

We used our internal valuation specialists to assist with evaluating

the models and challenging the Group’s key assumptions. The

procedures of the specialist included:

• Evaluating the appropriateness of the valuation methodology;

• Testing the mathematical integrity of the model;

• Evaluating the Group’s determination of the pre-tax discount

rates used in the model through consideration of the relevant risk

factors for the LP, the cost of capital for the LP, and market data

on comparable businesses; and

• Comparing the terminal growth rates to market data for the

industry sectors.

We evaluated the sensitivity analysis performed by management to

consider the extent to which a change in one or more of the key

assumptions could give rise to impairment in the investment in the LP.

Paul Bryden, Partner
for Deloitte Limited

Christchurch, New Zealand

25 February 2021

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.

Annual Report - Year Ended 31 December 2020

89

Financial Statements

Scales Corporation Limited
90

Annual Report - Year Ended 31 December 2020
91

Corporate Governance

CORPORATE GOVERNANCE STATEMENT

The Board of Scales Corporation Limited (Scales or the Company) is committed to ensuring that the Company meets best practice

governance principles and maintains the highest ethical standards. This Corporate Governance Statement provides an overview of

the Company’s governance framework. It is structured to follow the NZX Corporate Governance Code (NZX Code) and discloses the

practices relating to the NZX Code’s recommendations.

The Board’s view is that Scales complies with the corporate governance principles and recommendations set out in the NZX Code.

The Board believes our governance structures, in particular our approach to remuneration, meets our strategic objectives. In forming

our conclusions we have sought external feedback from shareholders and advisors to challenge our thinking and validate our

findings, which we have appreciated.

The Company also complies with the corporate governance requirements of the NZX Main Board Listing Rules (NZX Listing Rules).

The Board regularly reviews and assesses Scales’ governance structures and processes to ensure that they are consistent with

best practice.

Scales’ key corporate governance documents referred to in this statement, including charters and policies, can be found at

www.scalescorporation.co.nz/about-us/governance.

Scales’ Corporate Governance Code (the Scales Code) was reviewed and updated in February 2020 and is reviewed annually. This

Corporate Governance Statement was approved by the Board on 18 March 2021.

Principle 1 – Code of Ethical Behaviour

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.

RECOMMENDATION 1.1

The Board should document minimum standards of ethical behaviour to which the issuer’s Directors and employees are

expected to adhere (a Code of Ethics).

Code of Ethics

Scales’ Board sets a framework of ethical standards for the Company via its Code of Ethics, which is contained in the Scales Code.

These standards are expected of all Directors and employees of Scales and its subsidiaries.

The Code of Ethics covers a wide range of areas including:

• Standards of behaviour.

• Conflicts of interest.

• Proper use of Company information and assets.

• Accepting gifts.

• Delegated authorities.

• Compliance with laws and policies.

• Reporting concerns.

• Corporate opportunities.

The procedure for advising the Company of a suspected breach is set out in the Code of Ethics. No breaches were identified during

the year.

Every new Director, employee and contractor is to be provided with a copy of the Code of Ethics and must confirm that they have

read and understand the Code of Ethics. The Code of Ethics is also available on the Company’s website.

During 2020 there was a continuation of initiatives in relation to ethics and ethics training. A new suite of policies were approved by

the Board covering Anti-Fraud, Bribery & Corruption, Gifts and Travel Expenses, and further training was undertaken in Anti-Bribery

and Corruption.

The Code of Ethics is subject to biennial review by the Board.

RECOMMENDATION 1.2

An issuer should have a financial product dealing policy which applies to employees and Directors.

Share trading by Company Directors and Employees

The Board has implemented formal procedures to handle trading in the Company’s securities by Directors, employees and advisors

of the Company, with approval being required before trading can occur. Approval is required to be obtained from the Chair, other

Directors, CEO or the Chief Financial Officer depending on who is trading. A blackout period is imposed for all Directors and

employees between the end of the half year and full year and the release to NZX of the result for that period.

The policy provides that shares may not be traded at any time by any individual holding material information. The full procedures are

outlined in the Securities Trading Policy and Guidelines, which is contained in the Scales Code.

The fundamental rule in the policy is that insider trading is prohibited at all times. The requirements of the policy are separate from,

and in addition to, the legal prohibitions on insider trading in New Zealand.

92
Scales Corporation Limited

Corporate Governance

Principle 2 – Board Composition & Performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.

RECOMMENDATION 2.1

The Board of an issuer should operate under a written charter which sets out the roles and responsibilities of the Board.

Responsibilities of the Board

The Board has overall responsibility for all decision making within Scales. In this regard the Board is responsible for laying solid

foundations for the direction, management and oversight of the Company in the support of its objectives. It has delegated day-to-

day management of the Company to the Managing Director and the senior management team.

The main functions of the Board include to:

• Review and approve the strategic, business, risk, financial and ESG (Environmental, Social and Governance) plans prepared by

Management.

• Monitor performance against the strategic, business, risk, financial and ESG plans.

• Appoint, provide counsel to and review the performance of the Managing Director.

• Approve major investments and divestments.

• Ensure ethical behaviour by the Company, Board, Management and employees.

• Assess its own effectiveness in carrying out its functions.

The Board monitors these matters by receiving reports and plans from Management, maintaining an active programme of divisional

visits and through its annual work programme.

The Board uses Committees to address certain issues that require detailed consideration by members of the Board who have

specialist knowledge and experience. The Board retains ultimate responsibility for the functions of its committees and determines

their responsibilities.

The Board has a statutory obligation to reserve responsibility for certain matters. It also deals directly with issues relating to the

Company’s mission, appointments to the Board, strategy, business risk, financial and ESG plans.

Details of the Board’s role, composition, responsibilities, operation, policies and committees are provided in the Scales Code.

RECOMMENDATION 2.2

Every issuer should have a procedure for the nomination and appointment of Directors to the Board.

Director nomination and appointment

The Board is responsible for appointing Directors. The Nominations and Remuneration Committee manages the appointment process

for new Directors and the re-election of existing Directors in order to make a recommendation to the Board. When considering

an appointment, the Committee will undertake a thorough check of the candidate and his or her background. Where the Board

determines a person is an appropriate candidate, shareholders are notified of that and are provided with all material information that

is relevant to the decision on whether to elect or re-elect a Director.

The Nominations and Remuneration Committee also has responsibility for reviewing the composition of the Board to ensure that

the Company has access to the most appropriate balance of skills, qualifications, experience, perspectives and diversity to effectively

govern the Company.

Using the Board skills matrix the Board has determined that to operate effectively and to meet its responsibilities it requires

competencies in disciplines including executive leadership and strategy, governance, agriculture, logistics, finance and capital

markets, risk and compliance, legal and regulatory, people, digital and technology, export, retail and doing business in China.

The current mix of skills and experience is considered appropriate for the responsibilities and requirements of governing Scales. The

Board looks to strengthen its oversight of issues in all disciplines, as required, via expert advice.

As at 31 December 2020 the Board has a majority of Independent Directors. Director independence is considered on a case-by-case

basis and is monitored on an ongoing basis

RECOMMENDATION 2.3

An issuer should enter into written agreements with each newly appointed Director establishing the terms of

their appointment.

Letter of appointment

All new Directors will enter into a written agreement with Scales setting out the terms of their appointment.

Annual Report - Year Ended 31 December 2020
93

Corporate Governance

RECOMMENDATIONS 2.4, 2.8 AND 2.9

Every issuer should disclose information about each Director in its annual report or on its website, including a

profile of experience, length of service, independence and ownership interests. A majority of the Board should be

independent Directors.

The Chair should be independent.

Board of Directors

A profile of each of the Directors is on pages 41 – 42 of this report. The profiles include information on the year of appointment,

skills, experience and background of each Director.

A majority of the Board are Independent Directors. Tim Goodacre is the Independent Chair of Scales. Nick Harris, Mark Hutton, Alan

Isaac and Nadine Tunley are Independent Directors. Tomakin Lai is the Vice President, Chief Financial Officer and Company Secretary

of China Resources Enterprise, Limited, the parent company of China Resources Ng Fung Limited, holder of a 15.13% shareholding

in the Company. Mr Lai is a non-executive Director.

Andy Borland is the Managing Director and Chief Executive Officer (CEO) of Scales.

The roles of Board Chair, Audit and Risk Management Committee Chair and CEO are not held by the same person.

The Board determines annually on a case-by-case basis on the advice of the Nominations and Remuneration Committee who, in its

view, are Independent Directors. The guidelines set out in the NZX Corporate Governance Code are used for this purpose, which for

2020 included specific consideration of the tenure of any non-executive director serving longer than 9 years.

Ownership of Scales shares by Directors is encouraged rather than being a requirement. Directors’ ownership interests are disclosed

at page 107.

The Board does not have a tenure policy however it recognises that a regular refreshment programme leads to the introduction of

new perspectives, skills, attributes and experience. The Board has committed to a further Board evaluation process in 2021 which

will cover any future skills gap, plus ensuring that upcoming Board succession is undertaken in a planned and orderly manner.

Further updates will be provided at the 2021 Annual Shareholders’ Meeting.

Director period of appointment

0-3 years3 – 9 years9 years +

Number of Directors232

Interests Register

The Board maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately

disclose to the Board the nature, monetary value and extent of the interest. A Director who is interested in a transaction may attend

and participate at a Board meeting at which the transaction is discussed but may not be counted in the quorum for that meeting or

vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993 to

sign a certificate.

Particulars of entries made in the Interests Register for the year ended 31 December 2020 are included in the Director Disclosures

section on page 106.

RECOMMENDATION 2.5

An issuer should have a written diversity policy which includes requirements for the Board or a relevant Committee of

the Board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity)

and to assess annually both the objectives and the entity’s progress in achieving them.

Diversity

Scales recognises the value in diversity of thinking and skills, and seeks to ensure that the Board and workforce both comprise

members reflecting diversity. A formal Diversity Policy has been adopted by the Board.

The Board seeks diversity in the skills, attributes, perspectives and experience of its members across a broad range of criteria so as

to represent the diversity of shareholders, business types and regions in which Scales operates. Diversity, both at Board level and

throughout the Company, is actively considered and reviewed by the Board.

Scales participates in the Institute of Directors’ Future Directors programme as part of our commitment to further develop the

skillsets available within the agriculture sector. The programme is designed to give talented young aspiring Directors exposure to a

company Board, whilst also giving the host company a fresh perspective. Our fourth Future Director, Jemma McCowan, ended an

18-month term on 31 December 2020, and the Board is currently seeking Jemma’s successor.

Scales recruits, promotes and compensates on the basis of merit, regardless of gender, ethnicity, religion, age, nationality, sexual

orientation, union membership or political opinion. Scales requires that people in the workplace are treated with respect in

accordance with the Company’s philosophies of equal employment opportunities, and anti-harassment and discrimination policies.

Responsibility for workplace diversity and the setting of measurable objectives is held by the Nominations and Remuneration

Committee. The current objectives are:

• Continue to strive to ensure strong female candidates are identified in the recruitment process for all Board and senior

executive roles;

• Review and encourage participation of under-represented groups in our leadership training programmes;

• Complete a review of our gender pay equality across roles, age and salary bands; and

• Make access to courses in Te Reo Maori language available to all staff, and also encourage the learning of other languages that

are relevant to employees’ roles.

94
Scales Corporation Limited

Corporate Governance

In accordance with the objectives, gender pay equality across the Company was reviewed in 2020. The overall finding of the review

was that the Company offers pay equity across genders. Work is continuing on the appropriate targets and measurements for the

remaining objectives.

The gender composition of Scales’ Directors, Senior Managers and Management Team (comprising the top 2 layers of management)

was as follows:

As at 31 December 2020As at 31 December 2019

PositionFemaleMaleFemaleMale

Director1 (14%)6 (86%)1 (14%)6 (86%)

Senior Managers1 (20%)4 (80%)1 (20%)4 (80%)

Management Team (excluding

Senior Managers)

6 (40%)9 (60%)4 (27%)11 (73%)

RECOMMENDATION 2.6

Directors should undertake appropriate training to remain current on how to best perform their duties as Directors

of an issuer.

DIRECTOR TRAINING

The Board ensures that there is appropriate training available to all Directors to enable them to remain current on how best to

discharge their responsibilities and keep up to date on changes and trends in areas relevant to their work. Directors are provided with

industry information and receive copies of appropriate Company documents to enable them to perform their role. The Board has

allocated funding of $1,000 per annum for each Director to provide resources to help develop and maintain skills and knowledge.

The Board also ensures that new Directors are appropriately introduced to Management and the businesses.

RECOMMENDATION 2.7

The Board should have a procedure to regularly assess Director, Board and Committee performance.

Board Performance Evaluation

The Board annually assesses its effectiveness in carrying out its functions and responsibilities. The Chair of the Board leads the review

and evaluation of the Board as a whole, and of the Board Committees, against their charters. The Chair of the Board also engages

with individual Directors to evaluate and discuss performance and professional development.

Principle 3 – Board Committees

The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.

Board Committees

The Board has 4 formally constituted committees – the Audit and Risk Management Committee, the Nominations and Remuneration

Committee, the Health & Safety and Sustainability Committee and the Finance and Treasury Committee. Each Committee focuses on

specific areas of governance and together they strengthen the Board’s oversight of Scales. Committee membership is reviewed annually.

Each Committee has a written charter that is approved by the Board, which sets out its mandate. The charters are reviewed annually with

any proposed changes recommended to the Board for approval. The charters are included in the appendices within the Scales Code.

Annually each Committee agrees a programme of matters to be addressed over the following 12 month period. The Committees each

annually review their performance against the Committee charter and objectives for the year and report their findings to the Board.

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2020.

BoardAudit and

Risk Management

Committee

Nominations

and Remuneration

Committee

Finance and

Treasury

Committee

Health & Safety

and Sustainability

Committee

Eligible

to attend

AttendedEligible

to attend

AttendedEligible

to attend

AttendedEligible

to attend

AttendedEligible

to attend

Attended

Andrew Borland88----6655

Tim Goodacre88--55----

Nick Harris8855----55

Mark Hutton88555566--

Alan Isaac8855------

Lai Po Sing,

Tomakin

88--------

Nadine Tunley88------55

Annual Report - Year Ended 31 December 2020
95

Corporate Governance

RECOMMENDATION 3.1

An issuer’s Audit Committee should operate under a written charter. Membership on the Audit Committee should be

majority independent and comprise solely of non-executive Directors of the issuer. The Chair of the Audit Committee

should not also be the Chair of the Board.

Audit and Risk Management Committee

The primary functions of the Audit and Risk Management Committee are:

• To oversee the financial reporting process to ensure that the interests of shareholders are properly protected in relation to

financial reporting and internal control.

• To provide the Board with an independent assessment of the Company’s financial position and accounting affairs.

• To keep under review the effectiveness of the Company’s procedures for the identification, assessment and reporting of

material risks.

• To oversee the appointment and performance of the external auditor.

Members of the Committee are appointed by the Board and must comprise solely non-executive Directors, a majority of which must

be Independent Directors. The current members of the Committee are Alan Isaac (Chair), Nick Harris and Mark Hutton. All members

of the Audit and Risk Management Committee are Independent Directors. Alan Isaac is a former national chair of KPMG. The Chair

of the Audit and Risk Management Committee and the Board Chair are different people.

The Committee met on 5 occasions during the year. The agenda items for each meeting generally relate to financial governance,

external financial reporting, external audit, internal audit, risk management, compliance and insurance.

RECOMMENDATION 3.2

Employees should only attend Audit Committee meetings at the invitation of the Audit Committee.

Meeting Attendance

The Managing Director and Chief Financial Officer are regularly invited to attend Audit and Risk Management Committee meetings.

RECOMMENDATION 3.3 AND 3.4

An issuer should have Nomination and Remuneration Committees which operate under written charters.

Nominations and Remuneration Committee

The primary functions of the Nominations and Remuneration Committee are:

• To establish a clear framework for oversight and management of the Company’s remuneration structure, policies, procedures and

practices to ensure Scales’ remuneration is fair and reasonable.

• Defining the roles and responsibilities of the Board and senior management.

• Reviewing and making recommendations on Board and Committee composition and succession.

Members of the Committee are appointed by the Board and must comprise a majority of Independent Directors. The current

members of the Committee are Mark Hutton (Chair) and Tim Goodacre.

Management attends Nomination and Remuneration Committee meetings if invited by the Committee. The Committee met on 5

occasions during the year.

RECOMMENDATION 3.5

An issuer should consider whether it is appropriate to have any other Board Committees as standing Board Committees.

All Committees should operate under written charters.

Health & Safety and Sustainability Committee

The Board’s commitment to ensuring a safe and healthy workplace for staff, contractors and visitors led to it establishing a Health

and Safety Committee. The Committee is also responsible for sustainability issues.

The primary functions of the Committee are:

• To assist the Board to provide leadership and policy for health & safety and sustainability.

• To assist the Board to fulfil its responsibilities and to ensure compliance with all legislative and regulatory requirements in relation

to the health and safety practices of the Company as those activities affect employees and contractors.

• To support the ongoing improvement of health and safety in the workplace.

• To support sustainability initiatives across the Company.

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director. The current

members of the Committee are Nick Harris (Chair), Andy Borland and Nadine Tunley.

The Committee met on 5 occasions during the year.

96
Scales Corporation Limited

Corporate Governance

Finance and Treasury Committee

Scales operates in a capital intensive sector and is one of New Zealand’s leading horticultural exporters with material foreign

currency receipts. The Board considers that both with the size of Scales’ existing activities and the strategic focus to seek organic and

acquisitive growth opportunities, it is appropriate to have a Board Committee to further focus on this part of the business.

The primary functions of the Committee are to:

• Review the allocation of capital.

• Oversee the Company’s capital and treasury risk management.

• Monitor continuous disclosure processes to ensure their integrity, transparency and adequacy, and that they are in accordance

with Company policies.

• In addition, the Committee will oversee takeover protocols and, if required, establish a Takeovers Committee comprising of

Independent Directors.

Members of the Committee are appointed by the Board. The Committee must be chaired by an Independent Director.

The current members of the Committee are Mark Hutton (Chair) and Andy Borland. The committee also obtains ongoing

advice from external advisors.

The Committee met on 6 occasions during the year

RECOMMENDATION 3.6

The Board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer

for the issuer.

Takeover Protocols

The Board has documented and adopted a series of protocols to be followed in the event of a takeover offer being made, including

communication between insiders and any bidder. A committee of Independent Directors would be formed and would have

responsibility for managing the takeover in accordance with the Board protocols and the New Zealand Takeovers Code.

Principle 4 – Reporting and Disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

RECOMMENDATION 4.1

An issuer’s board should have a written continuous disclosure policy.

Shareholder Communications and Market Disclosure

Scales’ Board is committed to the principle that high standards of reporting and disclosure are essential for proper accountability

between the Company and its investors, employees and stakeholders.

It achieves these commitments, and the promotion of investor confidence, by ensuring that trading in its shares takes place in

an efficient, competitive and informed market. The Company has in place a written Shareholder Communications and Market

Disclosure Policy designed to ensure this occurs. The policy includes procedures intended to ensure that disclosure is made in a timely

and balanced manner and in compliance with the NZX Listing Rules, such that:

• All investors have equal and timely access to material information concerning the Company, including its financial situation,

performance, ownership and governance.

• Company announcements are factual and presented in a clear and balanced way.

Accountability for compliance with disclosure obligations is with the Managing Director and Chief Financial Officer. Managers

reporting to the Managing Director are required to provide the Chief Financial Officer with all relevant information that may be

material and to regularly confirm that they have done so.

Significant market announcements, including the preliminary announcement of the half year and full year results, the financial

statements for those periods, and any advice of a change in earnings forecast are approved by the Board.

Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.

RECOMMENDATION 4.2

An issuer should make its Code of Ethics, Board and Committee charters and the policies recommended in the NZX Code,

together with any other key governance documents, available on its website.

Governance Policies and Charters

Scales’ key corporate governance documents, including charters and policies, can be found at

www.scalescorporation.co.nz/about-us/governance.

Annual Report - Year Ended 31 December 2020
97

Corporate Governance

RECOMMENDATION 4.3

Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least

annually, including considering material exposure to environmental, economic and social sustainability risks and other

key risks.

Financial and Non-Financial Reporting

Scales’ Board is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the market

and shareholders which reflects a considered view on the present and future prospects of the Company.

A programme of clear, meaningful, timely and effective communications with shareholders is centred around a comprehensive set of

information regarding Scales’ operations and results being available on the Company’s website and in shareholder reports.

The Audit and Risk Management Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,

stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed and for which the

Committee has responsibility were addressed during the period under review.

All interim and full-year financial statements are prepared in accordance with relevant financial standards.

Both financial and non-financial disclosures are made at least annually, including reporting of material exposure to environmental,

economic and social sustainability risks and other key risks. Scales has a strategic target to develop best-in-class sustainability

reporting and to measure and report on key sustainability aspects affecting its businesses.

Scales’ Sustainability Report is included in this report at pages 18 – 25, and provides details of the continuing growth and

improvements in Scales’ initiatives in this area. The Group-wide report identifies material sustainability topics, grouped under the

headings People, Corporate, Marketplace, and Environment. New to the report this year is commentary on the work that has

commenced around climate risk reporting.

Principle 5 - Remuneration

The remuneration of Directors and senior management should be transparent, fair and reasonable.

Remuneration Report

Introduction

This Remuneration Report outlines the Company’s overall reward strategy for the year ended 31 December 2020 and provides

detailed information on the remuneration arrangements in this period for the Directors of the Company, the CEO and other

nominated executives.

The Company’s Remuneration Policy may be amended from time to time and is reviewed at least once a year. The Company has also

established a number of additional policies to support a strong governance framework and uphold ethical behaviour and responsible

decision making.

Remuneration Philosophy

The Nominations and Remuneration Committee is responsible for making recommendations to the Board on remuneration

policies and packages for Directors, the CEO and nominated executives. The primary objectives of the Remuneration Policy are

to provide a competitive, flexible and benchmarked structure that reflects market best practice. The policy is to ensure that

the appropriate culture is maintained within the business, is tailored to the specific circumstances of the Company and reflects

each person’s duties and responsibilities so as to attract, motivate and retain high calibre people. This includes the Company

responsibility to monitor diversity and ensure pay equity.

The Nominations and Remuneration Committee reviews market data on remuneration structure and quantum. The remuneration

packages of the CEO and nominated executives are structured to include a Short Term Incentive Scheme (STI Scheme) that is

directly linked to the overall financial and operational performance of the Company. The CEO and nominated executives may also

be invited to participate in the Company’s Long Term Incentive Scheme (LTI Scheme). The long term benefits of the LTI Scheme are

solely conditional upon the Company’s share price meeting certain performance criteria, details of which are outlined below.

The Nominations and Remuneration Committee regularly assesses if the remuneration outcomes are both meeting these

objectives and ensuring the outcomes are reasonable, considering the Company’s actual performance.

Remuneration Structure

In accordance with best practice corporate governance, the structure of non-executive Director remuneration is separate and distinct

from the remuneration of the CEO and other executives.

Components of Compensation – Non-executive Directors

The Board seeks to set aggregate remuneration for non-executive Directors at a level which provides the Company with the ability to

attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.

No remuneration is payable to Directors unless it is approved by the Company’s shareholders. The NZX Listing Rules specify that

shareholders can approve a per-Director remuneration amount or an aggregate Directors’ fee pool. Scales’ shareholders approve a

Directors’ fee pool, which is currently set at $600,000 per annum.

98
Scales Corporation Limited

Corporate Governance

The Board reviews its fees annually to ensure the Company’s non-executive Directors are fairly remunerated for their services and

recognising the level of skill and experience required to fulfil the role. The process involves benchmarking against a group of peer

agribusiness companies. In addition, the Board reviews the Committee structure and appropriate level of resourcing required to make

an on-going contribution to long term value creation.

Non-executive Directors have no entitlement to any performance-based remuneration or participation in any share-based incentive

schemes. This policy reflects the differences in the role of the non-executive Directors, which is to provide oversight and guide

strategy, and the role of management, which is to operate the business and execute the Company’s strategy. Non-executive Directors

are encouraged to be shareholders, but are not required to hold shares in the Company.

Each non-executive Director receives a base fee for services as a Director of the Company and an additional fee is also paid for being

a member of the Board Committees. The payment of an additional fee recognises the additional time commitment and specific skills

required by each Director who serves on those Committees. All Directors are also entitled to be reimbursed for costs associated with

carrying out their duties, including a training allowance.

Fees payable to the non-executive Directors of the Company for the period 1 January 2020 to 31 December 2020 were as follows:

DirectorBase feeFees for

serving on

Nominations

and

Remuneration

Committee

Fees for

serving on

Audit and Risk

Management

Committee

Fees for

serving on

the Board

of Selacs

Insurance

Limited

Fees for

serving on

Health &

Safety and

Sustainability

Committee

Fees for

serving on

Finance and

Treasury

Committee

Tim Goodacre$148,000

(Chair)

$0$0$0$0$0

Alan Isaac$74,000$0$18,000 (Chair)$12,000$0$0

Nick Harris$74,000$0$6,000$0$9,000 (Chair)$0

Mark Hutton$74,000$12,000 (Chair)$6,000$0$0$9,000 (Chair)

Lai Po Sing, Tomakin$74,000$0$0$0$0$0

Nadine Tunley$74,000$0$0$0$6,000$0

(a) Remuneration of the CEO and Employees

The number of employees of the Company (including former employees), not being a Director mentioned above, who received

remuneration and other benefits in excess of $100,000 in the period 1 January 2020 to 31 December 2020 is set out in the

remuneration bands detailed below:

Amount of RemunerationEmployees

$100,001 - $110,0008

$110,001 - $120,0008

$120,001 - $130,0007

$130,001 - $140,00010

$140,001 - $150,0003

$150,001 - $160,00011

$160,001 - $170,0002

$170,001 - $180,0004

$180,001 - $190,0003

$190,001 - $200,0001

$200,001 - $210,0003

$210,001 - $220,0001

$220,001 - $230,0001

$230,001 - $240,0001

$250,001 - $260,0002

$260,001 - $270,0001

$270,001 - $280,0003

$300,001 - $310,0001

$340,001 - $350,0002

$350,001 - $360,0001

$360,001 - $370,0001

$580,001 - $590,0001

$590,001 - $600,0001

$1,020,001 - $1,030,0001

As set out in further detail below, the total

remuneration and value of other benefits paid

to the CEO (including under the STI Scheme

and LTI Scheme detailed below) for the year

ended 31 December 2020 was $775,440

(2019: $776,018).

Annual Report - Year Ended 31 December 2020
99

Corporate Governance

(b) Components of Compensation – CEO and Nominated Executives

(i) Structure

The Company aims to reward the CEO and nominated executives with a level and mix of remuneration commensurate with their

position and responsibilities within the Group, so as to:

• Reward them for Company and business unit performance against targets set by reference to appropriate benchmarks and key

performance indicators.

• Align their interests with those of shareholders.

• Ensure total remuneration is competitive by market standards.

Remuneration consists of both fixed and variable remuneration components. The variable remuneration component comprises

the STI Scheme and the LTI Scheme with the proportion of fixed and variable components established for the CEO and for each

nominated executive.

The remuneration packages for the CEO and nominated executives are all subject to Board approval, following recommendations

from the Nominations and Remuneration Committee. During 2020, external reviews of the STI and LTI Schemes were commissioned.

Recommendations arising from these reviews will be considered by the Board and implemented in 2021. There were no material

changes to the structure or targets for the fixed or STI remuneration during 2020.

The mix of fixed and variable ‘at risk’ remuneration payable in respect of 2020 and 2019 was as follows:

(ii) Fixed annual remuneration

Remuneration levels are regularly reviewed to ensure that they are appropriate for the responsibility, qualifications and experience of

the CEO and each nominated executive and are competitive with the market.

The CEO and nominated executives receive their fixed annual remuneration in cash and a limited range of prescribed fringe benefits

such as superannuation, motor vehicle and health insurance. The total employment cost of any remuneration package, including

fringe benefit tax, is taken into account in determining an employee’s fixed annual remuneration.

For the financial year ended 31 December 2020, the CEO received $537,693 (2019: $547,498) in fixed annual remuneration. The

cash remuneration, STI and LTI Schemes are linked and fixed for a 3 year period.

(iii) Variable remuneration – STI Scheme

The current STI Scheme is directly linked to the achievement of the annual financial and operational targets. As such it can be viewed

as a ‘profit share’ arrangement. The objective of the STI Scheme is to provide an additional incentive to the executive to achieve the

targets and ensure that the cost to the Company is flexible and in line with the trading outcome for the current year.

Actual STI Scheme payments depend on achieving specific financial targets, determined by the Board to be aligned with targets

communicated to shareholders. The targets are set at the beginning of the year and are also subject to a number of ‘qualifying

gates’ including liquidity and ESG measures. The financial targets may include a weighted combination of:

• At least 40% for meeting budget or target Underlying Net Profit after Tax for the Group; plus

• At least 40% for meeting budget or target Underlying Net Profit after Tax and/or Return on Capital Employed for the Group or

business unit; and

• Any balance for strategic objectives and other contributions.

STI Scheme payments relating to the financial year ended 31 December 2020 are delivered as a taxable cash bonus and are payable

on completion of the annual audited financial statements. It should be noted that the level of remuneration detailed in this report

for the CEO includes the bonus paid in early 2020 relating to the 2019 financial year. The actual amount paid for all nominated

executives in the STI Scheme for the 2019 year was $621,424 and the total liability for 2020 is $588,351, being 71% of the total

pool for the year.

The STI Scheme payment for the CEO relating directly to the financial year ended 31 December 2020 has been approved for

payment, with the CEO receiving $144,000 (2019: $100,901) being 100% of his maximum available bonus.

STI Scheme payment values are set as a percentage of base cash remuneration, being 30% for the CEO and between 10% and 30%

for other nominated executives for the financial year ended 31 December 2020. For the financial year ended 31 December 2020

there were 31 nominated executives in the STI Scheme.

In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus payments to any employee where certain outcomes

are considered by the Board to positively impact on long term success. For the 2020 year, ad hoc bonuses for nominated executives,

of $251,352, have been accrued for payment in 2021.

CEONominated Executives

20202020

76%69%

FixedVariable

24%31%

20192019

77%71%23%29%

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Scales Corporation Limited

Corporate Governance

Variable remuneration – LTI Scheme

The LTI Scheme has been designed to link reward with key performance indicators that drive sustainable growth in shareholder value

over the long term. The objectives of the LTI Scheme are to:

• Align the CEO and nominated executives’ interests with those of shareholders.

• Help provide a long term focus.

• Retain high calibre senior employees by providing an attractive equity-based incentive that builds an ownership of the

Company mindset.

• Encourage executives to think and act like owners.

The hurdle rate used for the LTI Scheme is an absolute share price growth hurdle, which is more challenging over time than a

relative Total Shareholder Return (TSR) approach. This approach only rewards executives if long term shareholders also do well.

Under the LTI Scheme, the CEO and nominated executives are offered an interest free loan which is to be applied to acquire

shares in the Company. Shares acquired under the LTI Scheme are held by a custodian and will only vest in the employee if he

or she is still employed by the Company after 3 years from the date of issue. Once the shares vest, the employee still remains

obligated to repay the outstanding balance of the loan. Often to fund the repayment of the outstanding loans, executives may,

subject to the approved procedures, sell on-market their LTI vested shares. Over the next 12 months a total of 593,305 shares

vest, on 20 April 2021 and 28 June 2021 (as detailed in the table below). Alternatively, if an employee leaves employment before

the expiry of the 3 year period, the Company is authorised to sell that employee’s shares with the proceeds applied to repay the

balance of the loan, with any deficit covered by the Company and any surplus retained by the Company.

Although performance rights are the most prevalent LTI instrument in Australasia, the Company believes the issue of shares and

loans is more relevant for Scales. The structure is well understood by executives and more closely aligns to the security held by

shareholders. In addition, the economic return achieved by executives is more challenging under the current terms.

Each employee’s loan amount (which determines how many shares will be acquired) is set as a percentage of their base cash

remuneration and selected employees will be offered a loan for this amount if the criteria set by the Board are met. The criteria

for share allocation under the Scheme for the 2020 year is the achievement of a gross TSR of 17.5% over the reference share

price. The reference share price for all new participants is set at the time of joining the scheme.

The Board has retained the discretion to vary the applicable criteria for each offer under the LTI Scheme.

LTI Scheme loan amounts are set as a percentage of base cash remuneration, being 30% for the CEO and 10%-20% for other

nominated executives in respect of the financial year ended 31 December 2020. For the financial year ended 31 December 2020,

there were 50 nominated executives in the LTI Scheme, a decrease of 1 from the 2019 year.

In addition to the original LTI Scheme, selected executives were provided with a one-off refresh opportunity to increase their

participation in the share-based LTI Scheme with additional shares being allocated over a 3 year period, commencing in 2018.

The final allocation price was referenced to the share price at the time of implementation. For 2020 the total additional shares

issued was 209,626 shares. This refresh allocation replaced the highly successful original IPO Allocation and the Board believes is

consistent with our objective to encourage executives to think and act like owners.

During the financial year ended 31 December 2020, 301,657 shares were allocated under the LTI Scheme relating to the 2019

financial year, with matching interest free loans of $965,278, an average of $3.20 per share. The CEO will receive 45,000 shares

in the Company under the LTI Scheme relating to the financial year ended 31 December 2020, compared to 45,000 shares

relating to the previous year. As at the end of the financial year ended 31 December 2020, the total balance owing under the

loans advanced to the CEO under the LTI Scheme was $1,373,155 and $2,298,303 to nominated executives. Note that under

accounting treatment, loans relating to unvested shares are not recorded on the Company balance sheet.

In total, the CEO at year end held 486,986 shares under the LTI Scheme which are subject to vesting constraints.

As at year end, total loans for vested shares, which are now full recourse, of $386,957, remain outstanding and are recorded on

the Company balance sheet. The executives are obligated to repay the outstanding loan balance on the sale of the shares or on

termination of employment.

Total shares allocated under the scheme as at the end of the financial year ended 31 December 2020 are as follows:

Grant dateVesting dateExercise price ($)Number of shares

Opening

balance

GrantedForfeitedVested and

exercised

Closing

balance

5 May 2017 - FY16A5 May 20201.70278,879--(278,879)-

5 May 2017 - FY16B5 May 20202.4535,834--(35,834)-

20 ApriI 2018 - FY17A20 ApriI 20211.70309,698---309,698

20 ApriI 2018 - FY17B20 ApriI 20212.5136,007---36,007

20 ApriI 2018 - FY17C20 ApriI 20213.6240,577---40,577

28 June 2018 - FY18R28 June 20214.13207,023---207,023

30 April 2019 – FY1830 April 20222.71261,356---261,356

28 June 2019 - FY19R28 June 20224.06214,285---214,285

30 April 2020 – FY1930 April 20233.20-301,657--301,657

28 June 2020 – FY20R28 June 20234.19-209,626--209,626

Total 1,383,659511,283-(314,713)1,580,229

Annual Report - Year Ended 31 December 2020
101

Corporate Governance

The total cost of the LTI Scheme relating to share allocations made during 2020 was $785,682. Under accounting standard IFRS 2 Share

Based Payments, the total option value of each annual allocation is spread across the 3 years of the vesting period from the date of issue.

As a result, the total expense recorded in the Statement of Comprehensive Income for the financial year ended 31 December 2020 is

$697,679. The total cost relating to each annual share allocation will be cumulative.

The total annual cost of the LTI Scheme relating to shares issued from 2014 to 2020 is detailed below. In addition, the annual allocation

spread across the 3 years of the vesting period is as follows:

Financial YearLTI Scheme YearAllocation Cost

at Grant Date

Amortisation

Expense*

2014IPO$469,985$65,000

20152014$31,465$167,850

20162015$517,879$269,719

20172016$572,866$388,732

20182017$1,251,325$846,796

20192018$869,951$865,695

20202019$785,682$697,679

2021*$656,892

2022*$353,997

2023*$98,757

*The forecast years assume no further Allocations.

Non-Statutory remuneration

The statutory format in which companies are required to present remuneration data may make it difficult for shareholders to understand

the total remuneration actually earned by nominated executives in any year. In addition to the timing and recording of STI Scheme

payments, the requirement for share-based payments to be calculated at the time of grant (not vesting) and accrued over the vesting

period may not then reflect what nominated executives actually received or became entitled to during the financial year under review.

The following table summarises the total value of vested shares actually received by nominated executives on the date of vesting and can

be compared to the Allocation Cost recorded above.

The value recorded in the following table for each allocation highlights the amount by which the share price on the vesting date

exceeded the performance targets.

Financial YearLTI Scheme YearValue at

Vesting Date

Share Price at

Vesting Date

2017IPO$3,245,760$3.45

20182014$352,066$4.75

20192015$1,110,314$5.01

20202016$1,126,548$4.80

(iv) Employee share ownership scheme

At the time of the Company’s IPO, it established an employee share ownership scheme to facilitate an increase in the level of

participation by employees as shareholders, which improves the alignment of interests between employees and shareholders. Under

the scheme, each eligible employee was offered an interest free loan up to $5,000 to fund 50% of the subscription price for the shares

which the employee wished to acquire in the Company. Employees are obliged to repay their loans when the shares are sold or when

they leave the Company.

Principle 6 – Risk Management

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board

should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.

RECOMMENDATION 6.1

An issuer should have a risk management framework for its business and the issuer’s Board should receive and review

regular reports.

Risk Management Framework

The Board is responsible for ensuring that key business and financial risks are identified, and that appropriate controls and procedures are

in place to effectively manage those risks.

The Audit and Risk Management Committee has overall responsibility for ensuring that the Company’s risk management framework is

appropriate and that it appropriately identifies, considers and manages risks.

Risk management is an integral part of Scales’ business. A risk management framework incorporating a risk register is used to identify

those situations and circumstances in which the Company may be materially at risk and for which risk mitigation activities are appropriate.

This approach is intended to embed a comprehensive, holistic, Group-wide culture of risk awareness in senior management, supported by

a consistent method of identifying, assessing, controlling, monitoring and reporting existing and potential risks to Scales’ business.

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Scales Corporation Limited

Corporate Governance

The objectives of the framework are to:

• Provide a consistent and structured way to manage risk across the Company;

• Ensure the Company manages effectively the risks it faces in achieving its objectives; and

• Ensure our people are aware of and meet their responsibilities to identify, evaluate and treat the risks that may prevent or restrict

the Company from achieving its objectives.

The Board has delegated responsibility to the Audit and Risk Management Committee to establish and regularly review the

Company’s risk management framework. As part of this framework the Committee is tasked with identifying situations and

circumstances in which the Company may be materially at risk, and initiating appropriate action through the Board or Managing

Director. A risk management policy is overseen by the Managing Director and supports a comprehensive approach to the

management of those risks identified as material to the Company’s operations. Risk management is a standing item on the agenda

for Audit and Risk Management Committee meetings, with detailed reports provided by management.

The Managing Director and Chief Financial Officer have provided the Board, through the Audit and Risk Management Committee,

with assurances that, in their opinion, financial records have been properly maintained, that the financial statements comply

with those accounting standards under which Scales must report and that the statements present fairly Scales’ financial position

and performance. These representations are given on the basis that a sound system of internal controls and risk management is

operating effectively in all material respects in relation to financial reporting.

Insurance

In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury

management, financial performance, taxation and delegated authorities.

Scales has insurance policies in place covering most areas where risk to its assets and business can be insured at a reasonable cost.

It also operates a captive insurance subsidiary, Selacs Insurance Limited. Selacs Insurance accesses reinsurance, for the benefit of the

Company, in the London insurance market.

RECOMMENDATION 6.2

An issuer should disclose how it manages its health and safety risks and should report on their health and safety risks,

performance and management.

Health and Safety

The Health & Safety and Sustainability Committee was initially established to assist the Board to meet its responsibilities under

the Health & Safety at Work Act 2015. In particular, the Committee is responsible for ensuring that health and safety is given an

appropriate level of focus across the Scales Group by regularly reviewing the assurance processes around risk assessment and

mitigation, safety systems, staff capability, staff competency, safety leadership and safety culture. Detailed reporting is provided to

the Committee on lead and lag indicators including health and safety incidents, injury rates by severity, local site health and safety

committee meetings, and sick leave. The findings of independent audit reports are provided to the Committee. Further information

is included in the Sustainability Report on pages 18 – 25.

Principle 7 – Auditors

The Board should ensure the quality and independence of the external audit process.

RECOMMENDATION 7.1 AND 7.2

The Board should establish a framework for the issuer’s relationship with its external auditors.

The external auditor should attend the issuer’s Annual Shareholders’ Meeting to answer questions from shareholders in

relation to the audit.

External Auditor

Oversight of the Company’s external audit arrangements to safeguard the integrity of financial reporting is the responsibility

of the Audit and Risk Management Committee. Scales maintains an External Auditor Independence Policy to ensure that audit

independence is maintained, both in fact and appearance.

The policy covers the following areas:

• Appointment of the external auditor.

• Provision of other assurance services by the external auditor.

• Pre-approval process for the provision of other assurance services.

• External auditor lead and engagement partner rotation.

• Hiring of staff from the external auditor.

• Relationships between the external auditor and the Company.

• Reporting on fees and non-audit work.

The role of the external auditor is to audit the financial statements of the Company in accordance with applicable auditing standards

in New Zealand and to report on its findings to the Board and shareholders of the Company.

Annual Report - Year Ended 31 December 2020
103

Corporate Governance

The External Auditor Independence Policy is available in the Governance section of the Company’s website.

Deloitte Limited is the Company’s external auditor. Paul Bryden is the current audit engagement partner.

All services provided by the Company’s external auditor are considered on a case by case basis by Management and the Audit and

Risk Management Committee to ensure there is no actual or perceived threat to independence in accordance with the policy. The

external auditor has provided the Audit and Risk Management Committee with written confirmation that, in its view, it was able to

operate independently during the year.

Fees paid to the external auditors are included in note B2 of the notes to the financial statements. A total of $351,982 was paid for

assurance-related services (including $122,982 paid to Sheehan & Company for the audit of Meateor LLC and its subsidiaries). There

was no non-assurance work carried out by the external auditors during the year. All non-assurance services provided must have the

prior approval of the Audit and Risk Management Committee.

The effectiveness, performance and independence of the external auditors is reviewed by the Audit and Risk Management

Committee. The auditor is regularly invited to meet with the Committee including without Management present.

The auditor has been invited to attend the Annual Shareholders’ Meeting and will be available to answer questions about the audit

process and the independence of the auditor.

RECOMMENDATION 7.3

Internal audit functions should be disclosed.

Internal Audit

Scales internal audit function is overseen by the Audit and Risk Management Committee. The objective of the internal audit function

is to enhance and protect the organisational value of Scales by providing risk-based and objective assurance, advice and insight.

Internal audit activities are governed by Scales’ Internal Audit Charter, which outlines, amongst other things, the principles, purpose,

authority and scope of the function.

An annual internal audit plan is prepared for approval by the Audit and Risk Management Committee. Where necessary, external

expertise is obtained for specific audit activities.

The internal auditor is regularly invited to meet with the Committee including without Management present.

During 2020 the Company’s internal audit programme saw a continuation of the co-sourcing of engagements with KPMG.

Principle 8 – Shareholder Relations

The Board should respect the rights of shareholders and foster constructive relationship with shareholders that

encourage them to engage with the issuer.

RECOMMENDATION 8.1

An issuer should have a website where investors and interested stakeholders can access financial and operational

information and key corporate governance information about the issuer.

Shareholder Relations

Scales’ Board is committed to maintaining open and transparent communications with investors and other stakeholders. The annual

report, NZX releases, governance policies and charters and a variety of corporate information is posted onto the Company’s website.

Recordings of results briefings are available at Investor Presentations in the Investors section of the website.

Each shareholder is entitled to receive a hard copy of each annual report.

The Company has a Shareholder Meetings page in the Investors section on its website. Documents relating to meetings are available.

Shareholder meetings will be held at a time and location to encourage participation in person by shareholders. Annual meetings

historically have been held in Christchurch, reflecting the head office location for the Company, and the historical shareholder base.

The Board has requested that future Annual meetings are periodically held outside of Christchurch to ensure the increasingly diverse

investor base has an opportunity to participate in meetings. In 2020, due to the COVID-19 pandemic, the Annual meeting was

successfully held as an online-only meeting, with all shareholders having the ability to view the meeting, and to also vote and

ask questions.

RECOMMENDATION 8.2

An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to

receive communications from the issuer electronically.

Electronic Communications

Shareholders have the option of receiving their communications electronically. Contact details for Scales’ head office are available on

the website.

104
Scales Corporation Limited

Corporate Governance

RECOMMENDATION 8.3

Shareholders should have the right to vote on major decisions which may change the nature of the company in which

they are invested in.

Major Decisions

Directors’ commitment to timely and balanced disclosure is set out in its Shareholder Communications and Market Disclosure Policy

and includes advising shareholders on any major decisions. Where voting on a matter is required the Board encourages investors to

attend the meeting or to send in a proxy vote. Shareholders may raise matters for discussion at the Annual Shareholders’ Meeting

either in person or by emailing the Company with a question to be asked. Scales conducts voting at its Annual Shareholders’

Meetings by way of poll and on the basis of one share, one vote.

RECOMMENDATION 8.4

When seeking additional equity, the Company should offer shares to existing shareholders on a pro-rata basis before

offering shares to other investors.

The Board will take this recommendation into account if considering any future capital raisings.

RECOMMENDATION 8.5

The Board should ensure that the notice of meeting for the Annual Shareholders’ Meeting and any special meeting is

posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting.

Notice of Meeting

Scales’ Notice of Meeting will be available at least 20 working days prior to the meeting on the Shareholder Meetings page in the

Investors section of the website.

Annual Report - Year Ended 31 December 2020
105

Director Disclosures

DIRECTOR DISCLOSURES

Directors

The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2020:

Scales Corporation Limited

Andrew BorlandExecutive Director

Tim GoodacreIndependent Chair

Nick HarrisIndependent Director

Mark HuttonIndependent Director

Alan IsaacIndependent Director

Lai Po Sing, TomakinDirector

Nadine TunleyIndependent Director

Fern Ridge Produce Limited

Russell Black

Andrew Borland

Hamish Davis

Andrew van Workum

Geo.H.Scales Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Longview Group Holdings Limited

Andrew Borland

Andrew van Workum

Meateor Foods Limited

Andrew Borland

Nick Harris

Meateor Foods Australia Pty Limited

Andrew Borland

Tim Goodacre

Meateor Group Limited

Andrew Borland

Nick Harris

Meateor US LLC

Andrew Borland

John Sainsbury

Mr Apple New Zealand Limited

Andrew Borland

Tim Goodacre

Mark Hutton

New Zealand Apple Limited

Andrew Borland

Tim Goodacre

Scales Logistics Australia Pty Limited

Andrew Borland

Tim Goodacre

Scales Employees Limited

Andrew Borland

Mark Hutton

Scales Holdings Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Scales Logistics Limited

Andrew Borland

Steve Kennelly

Kent Ritchie

Selacs Insurance Limited

Andrew Borland

Alan Isaac

Steve Kennelly

Shelby Exports, Inc.

Brett Frankel

Bruce Curtis

Shelby JV LLC

Andrew Borland

John Sainsbury

Brett Frankel

Bruce Curtis

Scales Corporation Limited
106

Director Disclosures

Interests Register

The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2020 to

31 December 2020:

Indemnification and Insurance of Directors

As permitted by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993, the Group has

indemnified all Directors and arranged Directors’ and Officers’ liability insurance which ensures that, to the extent permitted by

law, Directors will incur no monetary loss as a result of actions undertaken as Directors. Certain actions are specifically excluded,

for example, the incurring of penalties and fines, which may be imposed in respect of breaches of the law.

Share Dealings by Directors

Dealings by Directors in relevant interests in Scales’ ordinary shares during the year ended 31 December 2020 as entered in the

Interests Register of Scales are as follows:

Name of

Director

No. of

Shares

Nature of Relevant

Interest

Acquisition/ DisposalConsiderationDate of Acquisition

/ Disposal

Andrew Borland45,000Beneficial ownerAcquisition$3.20 per share30 April 2020

Mark Hutton195,900Indirect interest in

holder, Direct Capital IV

Investments Limited

TransferNil22 June 2020

Mark Hutton52,584Indirect interest in holder,

Sirius Capital Investments

Limited

AcquisitionNil22 June 2020

Andrew Borland76,372Beneficial ownerAcquisition$4.19 per share30 June 2020

General Notice of Disclosure of Interest in the Interests Register

Details of Directors’ general disclosures entered in the relevant interests register for Scales or its subsidiaries during the period

1 January 2020 to 31 December 2020 are as follows:

Scales Corporation Limited

Andrew Borland

George H Investments LimitedCeased as a Director

Lincoln University Centennial TrustAppointed as a Director

Rabo Australia LimitedCeased as a Director

Rabobank Australia LimitedCeased as a Director

Rabobank New Zealand BranchAppointed as a Director

The Lincoln University FoundationAppointed as a Trustee

Mark Hutton

Direct Capital VI Management LimitedAppointed as a Director

George H Investments Limited Ceased as a Director

Alan Isaac

Murray Capital General Partner LimitedCeased as a Director

Nadine Tunley

Central Plateau Honey GP LimitedAppointed as a Director

New Zealand Food Basket LimitedCeased as a Director

Oha Honey GP LimitedAppointed and Ceased as a Director

Origin NZ LtdAppointed as a Director

Primary Sector CouncilCeased as a Member

Strong Wool Action GroupAppointed as a Director

The Manuka Holding Co LtdAppointed as a Director

Annual Report - Year Ended 31 December 2020
107

Director Disclosures

Relevant Interests

The table below records the Scales ordinary shares in which each Director had a relevant interest as at 31 December 2020.

DirectorNumber of Ordinary Shares –

Beneficial

Number of Ordinary Shares –

Non-Beneficial

Andrew Borland415,515500,000

Tim Goodacre15,625Nil

Nick Harris100,000Nil

Mark HuttonNil604,961

Alan Isaac25,0003,000

Lai Po Sing, TomakinNilNil

Nadine TunleyNilNil

Use of Company Information by Directors

No notices were received from Directors pursuant to section 145 of the Companies Act 1993 to use Company information, received

in their capacity as Directors, which would otherwise not have been available to them.

Auditor’s Fees

Deloitte Limited has continued to act as the auditor of Scales and its subsidiaries. The amount payable by Scales and its subsidiaries

to Deloitte Limited as audit fees during the year ended 31 December 2020 was $229,000. There were no fees paid to Deloitte

Limited for non-assurance work during the year. In addition, audit fees of $122,982 were payable to Sheehan & Company during

the year ended 31 December 2020, for their audit of Meateor US LLC and its subsidiaries.

Scales Corporation Limited
108

Director Disclosures

Shareholder Information

Spread of Shares

Set out below are details of the spread of shareholders of Scales as at 29 January 2021:

Number of ShareholdersNumber of Shares Held% of Shares Held

Under 2,0001,3781,336,8570.94

2,000 to 4,9991,5444,699,6693.31

5,000 to 9,9999135,937,1834.18

10,000 to 49,99983815,191,10010.69

50,000 to 99,999744,926,5323.47

100,000 and over76109,999,18077.41

20 Largest Shareholders

Set out below are details of the 20 largest shareholders of Scales as at 29 January 2021:

ShareholderNumber of Shares% of Shares

New Zealand Central Securities Depository Limited33,603,99923.65

China Resources Ng Fung Limited21,500,00015.13

FNZ Custodians Limited8,142,2865.73

Custodial Services Limited7,702,4325.42

Custodial Services Limited6,480,3434.56

Custodial Services Limited3,935,0612.77

Custodial Services Limited2,306,0371.62

John Grant Sinclair & Camille Elizabeth Sinclair2,241,0001.58

New Zealand Depository Nominee Limited2,196,4181.55

Custodial Services Limited1,637,9591.15

Custodial Services Limited1,590,2611.12

Scales Employees Limited1,580,2291.11

John Grant Sinclair1,425,4951.00

JB Were (NZ) Nominees Limited1,064,9100.75

FNZ Custodians Limited1,025,5120.72

PT (Booster Investments) Nominees Limited907,4720.64

Forsyth Barr Custodians Limited796,3960.56

Sirius Capital Limited604,9610.43

Alan Richard Millward & Alistair Jeffrey Nicholson534,5840.38

Investment Custodial Services Limited502,1320.35

Total99,777,48770.22

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as advised by notice to Scales at 31 December 2020.

The number of shares shown below is as advised in the most recent substantial product holder notices given to Scales and may not

be their holding as at 31 December 2020.

NameNumber of SharesClass of Shares

China Resources Ng Fung Limited21,500,000Ordinary

Harbour Asset Management Limited and Jarden Securities

Limited (previously named First NZ Capital Securities Limited)

14,218,057Ordinary

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2020 was 142,090,521.

Annual Report - Year Ended 31 December 2020
109

Director Disclosures

Other Information

NZX Waivers

Scales did not rely upon any waivers granted by NZX Limited during the year ended 31 December 2020.

Exercise of NZX Disciplinary Powers

NZX Limited did not exercise any of its powers under Listing Rule 9.9.3 in relation to Scales during the year ended 31 December 2020.

Donations

Donations of $45,084 were made by Scales during the year ended 31 December 2020.

Scales Corporation Limited
110

Glossary

Average Net CashAverage net cash is calculated as the average of the cash / debt balances plus the net working

capital facility balance, as at 30 June and 31 December each year

Capital EmployedCapital Employed is calculated as non-current assets plus working capital (excluding cash,

overdrafts and borrowings, NZ IFRS 16 right of use asset and lease liability, dividends declared,

derivative assets/liabilities and employee loans)

EBITEarnings Before Interest and Tax

EBITDAEarnings Before Interest, Tax, Depreciation and Amortisation

EECAEnergy, Efficiency and Conservation Authority

EPSEarnings Per Share

Fern RidgeFern Ridge Produce Limited (72.88% held by Scales, consolidated with a non-controlling

interest presented)

FOBFree On Board, a term which means that the price for goods includes delivery at the seller’s

expense on to a vessel at a named port and no further. The buyer bears all costs thereafter

(including costs of sea freight)

FYFinancial Year

GAAPGenerally Accepted Accounting Practice

GRASPGLOBAL GAP Risk Assessment on Social Practice

GroupScales Corporation Limited, its subsidiaries and joint ventures

HaHectare, a metric unit of measurement equal to 10,000 square metres

INFINZInstitute of Finance Professionals New Zealand Inc.

IPOInitial Public Offering

ISOInternational Organization for Standardisation

KPIsKey Performance Indicators

Meateor InternationalMeateor Foods Limited and Meateor Foods Australia Pty Limited (100% held by Scales,

consolidated)

Meateor NZMeateor Pet Foods Limited Partnership (50% held by Scales, equity accounted as a joint venture)

MTMetric Tonnes

Net ProfitNet profit after tax

NIWANational Institute of Water and Atmospheric Research

NZ IFRSNew Zealand equivalents to International Financial Reporting Standards

ProfruitProfruit (2006) Limited (50% held by Scales, equity accounted as a joint venture)

PVRPlant Variety Rights

ROCEReturn on Capital Employed, calculated as EBIT divided by Capital Employed

ShelbyShelby JV LLC group of companies (60% held by Scales, consolidated)

TCETray Carton Equivalent, a measure of apple and pear weight, equal to 18.6kg packed weight

which equates to 18.0kg sale weight

TCFDTask Force on Climate-related Financial Disclosures

TEUTwenty-foot Equivalent Unit, a unit of cargo capacity to describe container volumes

Underlying profit measures

(EBIT, EBITDA, NPAT)

Non-GAAP profit measures which Directors and management use when discussing financial

performance. See page 9 for definition and pages 38 – 39 for reconciliation to GAAP (NZ IFRS)

profit measures.

Glossary

Annual Report - Year Ended 31 December 2020
111

Directory

Directory

Board of Directors

Tim Goodacre (Chair)

Andrew Borland (Managing Director)

Nick Harris

Mark Hutton

Alan Isaac

Lai Po Sing, Tomakin

Nadine Tunley

Audit and Risk Management Committee

Alan Isaac (Chair)

Nick Harris

Mark Hutton

Nominations and Remuneration Committee

Mark Hutton (Chair)

Tim Goodacre

Finance and Treasury Committee

Mark Hutton (Chair)

Andrew Borland

Health & Safety and Sustainability Committee

Nick Harris (Chair)

Andrew Borland

Nadine Tunley

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

Level 3

ANZ Centre

267 High Street

Christchurch 8011

Rabobank New Zealand Branch

Level 23

157 Lambton Quay

Wellington 6011

Westpac New Zealand Limited

Level 4

The Terrace

83 Cashel Street

Christchurch 8011

Solicitors

Anthony Harper

Level 9

Anthony Harper Tower

62 Worcester Boulevard

Christchurch 8013

Chapman Tripp

15 Customs Street West

Auckland 1010

Corporate Advisor

Maher & Associates

17 Albert Street

Auckland 1010

Share Registry

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

52 Cashel Street, Christchurch 8013, New Zealand
www.scalescorporation.co.nz

Scales Corporation Limited

Printed on 100% recycled paper

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.