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2021 Annual Report

Annual Report28 March 2022SCLIndustrials

Scales Corporation Limited
Annual Report 2021

Scales Corporation Limited
Introduction

Introduction 02

Key 2021 Highlights 04

Managing Director and Chair’s Report 06

Sustainability Report 16

Divisional Overview 24

Leadership Profiles 38

Welcome to our Annual Report for our 110th year of trading.

2021 was another year of turbulence as the effects of COVID-19 continued.

However, as in 2020, the Scales teams rose to the challenge, operating throughout

all lockdowns and traffic light settings whilst breaking some records along the way.

We are immensely proud of all of our staff for their extraordinary effort.

Reducing our staff ’s risk and ensuring their safety remains of critical importance.

This includes their mental and emotional welfare and we have taken steps to put

new wellbeing tools and resources in place for them to utilise. Our people are, and

will always be, our number one priority.

From an operational viewpoint, we are also proud of each individual business,

how they have operated and what they have achieved. There has been a constant

‘never give up’ mentality from the leadership teams together with some good old

Kiwi (and US) ingenuity to make things happen.

To everyone involved, we say thank you.

Contents

Scales’ response to another challenging year

has been truly inspirational and testament to the

strength, determination and culture of all of our teams.

Financial Statements 42

Independent Auditor’s Report 82

Corporate Governance 86

Director Disclosures 101

Glossary 106

Directory 107

02

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

Annual Report - Year Ended 31 December 2021

Introduction

03

$36.9m
$29.8m

$82.1m

$73.8m

up 39% on 2020

up 8% on 2020

(2020: $97.6 million)

Reported Profit

for the Year

Underlying NPAT

attributable to

shareholders

Net Cash

Underlying EBITDA

Our

Numbers

19.1c

(2020: 15.0 cents)

Earnings per

Share

3.65m

4.98m

TCEs of own-grown

apples exported

TCEs of all apples

exported

(2020: 3.92 million)

(2020: 5.74 million)

up 15% on 2020

$39.8m

up 20% on 2020

Underlying NPAT

Scales Corporation Limited

Key 2021 Highlights

Scales Corporation Limited

04

Record Revenue
First

hybrid (in-person

and online) Annual

Shareholders’

Meeting held

Fifth

Future Director

appointed

Fourth

annual carbon

footprint

certification

undertaken

$

514.6m

19.0c

up 9% on 2020

per share

(2020: 19.0 cents)

(2020: 12.3%)

13.8%

Return on

Capital Employed

Dividends

declared of

(2020: 6.5 million litres)

6.5m

litres of juice sold

1

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

30,313

(2020: 35,502 TEUs)

TEUs of ocean

freight managed

149,207

Metric tonnes of petfood

ingredients sold

1

up 29% on 2020

Annual Report - Year Ended 31 December 2021

Key 2021 Highlights

05

Sharing in success
Managing Director and Chair’s Report

06

Scales Corporation Limited

2021
$’000

2020

$’000Variance

Revenue514,551470,7099%

EBITDA71,61956,74026%

Underlying EBITDA73,79364,14115%

Net Profit 36,95026,58139%

Underlying Net Profit39,77533,04120%

Net Profit Attributable

to Shareholders

26,92521,02528%

Underlying Net

Profit Attributable

to Shareholders

29,75027,4868%

On behalf of the Board, we are pleased

to present Scales’ Annual Report for the

year ended 31 December 2021.

The graphs below show the Underlying EBITDA and Underlying NPAT Attributable to Shareholders trend for a five-

year period. 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. In addition, the 2017 and 2018

results have not been restated for the effects of NZ IFRS 16.

Underlying NPAT Attributable to Shareholders

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 gives 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.

Underlying NPAT and Underlying EBITDA are shown before the deduction of share of Non-Controlling Interests (Fern Ridge and Shelby). Note that we have adjusted our definition

of Underlying so that it now includes the effects of NZ IFRS 16 Leases. This is in line with current market practice. Underlying result numbers for 2021 and 2020 are now inclusive

of NZ IFRS 16 effects.

A full reconciliation between Underlying and NZ IFRS measures is provided on pages 36 and 37.

Underlying EBITDA

$62.0m

20182019202020172021

$62.2m

$64.1m

$73.8m

$67.1m

$32.3m

20182019202020172021

$31.8m

$27.5m

$29.8m

$35.4m

These results were underpinned by our diversified

agribusiness strategy, with an outstanding outcome in

Food Ingredients being complemented by strong results

in Horticulture and Logistics. As in 2020, the mix of

earnings between divisions continues to change.

Tim Goodacre and Andy Borland.

We are delighted to report an excellent

result with record Revenue of

$514.6 million and a Profit for the Year

of $36.9 million. Our Underlying

1

results

were also strong, with Underlying


NPAT Attributable to Shareholders of

$29.8 million, Underlying NPAT of

$39.8 million and Underlying EBITDA

of $73.8 million.

Annual Report - Year Ended 31 December 2021

07

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 297 per cent return

1

on funds invested to the end of February 2022. By comparison, an investment in the

S&P NZX50 would have delivered a 133 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

We have continued to proactively seek, and review, potential

investments during the year, both internal and external. We

have commenced a significant investment in automation

and technology at Mr Apple’s Whakatu packhouse, which

we believe will increase efficiency and stabilise margins

throughout the business. We have also investigated a

number of internal opportunities within Food Ingredients.

Work on external investments has been made difficult due to

the COVID-19 travel restrictions. However, we are confident

there are a number of Food Ingredient opportunities in the

USA such that our divisional CEO is to relocate there later

this year.

As previously advised, our investment reviews will continue

to proceed with caution, particularly in the current business

and economic environment. It is imperative to us that

investments are made 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 12.5 per cent ROCE across the portfolio

2

.

Scales Corporation Limited

08

1

Calculated as the difference between the closing share price on 28 February 2022 plus all net dividends paid (a total of $1.295 per share) and the IPO listing price of $1.60.

2

Note that the calculation of ROCE has been updated for the effect of NZ IFRS 16.

Managing Director and Chair’s Report

Specific Strategic Targets
DivisionTargetStatus

Group

SustainabilityGood 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

• Fourth carbon footprint certification process

completed for Mr Apple

• In-house carbon footprint assessment undertaken

for Meateor NZ

• Prepared second TCFD (Task Force on Climate-

related Financial Disclosures) report

• Increased use of technology to transfer

information, resulting in increased efficiency and

substantial decreases in paper use

• Renewed our Global GAP (Good Agricultural

Practices) certification and GRASP (Global GAP Risk

Assessment on Social Practice) assessment

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 investment and internal growth

opportunities have been, and continue to be,

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

• Maintained Group ROCE above adjusted long-run

target of 12.5 per cent

Horticulture

Brand and Intellectual Property developmentExcellent Progress

• Continue to develop the Mr Apple brand,

particularly within our key markets of Asia and the

Middle East

• Market research undertaken with China, Vietnam

and Thailand consumers

• New, simplified branding generated for Mr Apple

• Increased use of digital tools to build brand

awareness and conversion with consumers

throughout Asia

VolumesOngoing

• Reach 4 million TCEs of our own-grown apples• 3.65 million TCEs exported

SalesExcellent Progress

• Continue to increase market penetration

into Asia through services company Primary

Collaboration New Zealand (PCNZ) and in-market

representation from China Resources Ng Fung

Limited (China Resources Ng Fung)

• Continued growth in Asia and Middle East markets

• Increased percentage of e-commerce and

‘modern trade’ in China

• Significant growth in direct retail sales and brand

recognition

Plant VarietiesGood Progress

• Continue to develop new Plant Variety Rights

(PVRs) to meet emerging needs

• Redevelop lower-performing orchards and

varieties into higher value crops

• Significant growth in sales of Dazzle

TM

and Posy

TM

• 35 ha of orchard planted / redeveloped during

the 2021 winter, primarily into Dazzle

TM

and

NZ Prince

TM

Food

Ingredients

Increase scale and expand offeringExcellent Progress

• Review strategic initiatives and consider organic

and acquisition opportunities to increase

divisional scale

• Benefitted from the diversified geographies and

proteins afforded by Shelby and the Meateor

businesses and additional services offered to our

existing and new customers

• Ongoing growth opportunities being actively

investigated

Logistics

Expand logistics offeringsOngoing

• Develop scale to utilise the expertise and capacity

within the team

• Strategic benefit of in-house logistics provider

validated during period of strong global shipping

demand as well as port and logistics constraints

Annual Report - Year Ended 31 December 2021

09

Managing Director and Chair’s Report

Sustainability
The 26th UN Climate Change Conference of the Parties

(COP26) in Glasgow at the end of 2021 confirmed the need

for countries all over the world to reduce their emissions. As a

global corporate citizen, we believe that Scales needs to play

its part. That is why, as our business grows, so does our focus

on sustainability.

Once again COVID-19 placed additional demands on each of

our divisions throughout the year. However, we continued

our sustainability journey, progressing existing, and initiating

new, projects. We undertook a number of assessments,

actively reducing, re-using or recycling our output, as well as

continued our current certifications.

We also appointed a specialist as our Chief Operations and

Sustainability Officer with extensive experience across a

variety of agribusinesses.

Our full Sustainability report is provided in the next section,

which we encourage you to read.

Scales’ Team

2021 was another year like no other, continuing to put a

strain on all of us both personally and professionally. Scales

was not immune to these effects, and we are extremely

grateful for the tremendous efforts of all our staff in

supporting our customers, suppliers, local communities and

each other throughout the year.

Across the business, our people faced the challenges that were

presented to them with strength and ingenuity. Their ability to

adapt was tested, as we strived to update safe work practices

in line with changing situations. Their courage was vital to

ensure that our essential products and services continued to

reach customers. We are proud of their enterprising spirit and

resourcefulness.

We are aware of the mental and emotional toll that the last

two years have brought and have considered strategies to

help. One of the tools that we are pleased to implement is a

partnership with Mentemia, which provides wellbeing tools

and resources to our employees. Further information about this

can be found in our Sustainability report.

Despite the trying times, teams have pulled together and the

positive, results-driven and supportive culture of Scales has

shone through. We would like to take this opportunity to

extend our thanks on behalf of the Board to the full team at

Scales, for their contribution and commitment which have,

once again, been invaluable.

Appropriately Incentivising

our Team

Our approach to remuneration of the Scales management

team continues to link remuneration with the delivery of the

strategies as directed by the Board, drive a performance-led

culture and connects the long-term sustainable success

of the business with our values. It also aligns to retaining

and developing high-performing team members as well as

promoting positive personal performance.

We therefore maintain a strong incentive-based remuneration

scheme, with shorter term incentives being balanced

alongside long-term business and shareholder interests.

Our remuneration philosophy and analysis of executive

remuneration is detailed more fully in the Corporate

Governance Statement on pages 86 to 100.

Obituaries –

Heather Gorny

and Tim Chism

It is with much sadness that

we note the passing of two

Shelby executives in 2021.

Shelby’s CFO, Heather

Gorny, passed away in late

2021. Heather was very well

liked and highly regarded

both within Shelby and the

broader Scales team. Heather

was a key part of the Shelby team – working with

the business from its inception in 2007, first as their

external accountant and later in 2013 when she joined

as CFO. Shelby’s CEO, Brett Frankel, speaks very highly

of Heather’s assistance in nurturing the development

and success of Shelby over this time.

Members of the Scales team got to know Heather very

well following the investment in Shelby in 2018. We

noted her passion and enthusiasm for the business,

her keen intellect and strong organisational skills. But

above all, we noted her warm and caring personality.

Heather was always happy to help, no matter the

time of day or nature of the request. Heather touched

all of our hearts and we will miss her dearly. Heather

is survived by her husband Chris, and daughter

Samantha.

In addition, Shelby’s Amarillo plant general manager,

Tim Chism, sadly lost his battle with COVID-19 during

2021. Tim had been with Shelby for 13 years and his

extensive experience and industry knowledge were

invaluable to the business. Tim was also a key member

of the Shelby team and he will be greatly missed, not

only for his work contribution but also for his sense

of humour. Tim is survived by his daughter Jenny, and

son Thomas.

Heather Gorny

10

Scales Corporation Limited

Managing Director and Chair’s Report

Income Statement
2021

$’000

2020

$’000

Revenue514,551470,709

Underlying EBITDA73,79364,141

Underlying EBIT54,24744,962

Underlying Net Profit39,77533,041

After tax impact of:

Non-cash, NZ IFRS and other adjustments(2,825)(6,460)

Net Profit36,95026,581

Net Profit Attributable to Shareholders26,92521,025

Capital employed415,821370,919

ROCE13.8%12.3%

Summary

In another unique year that saw the entire world impacted, the resilience and diversity of

our business was highlighted in our performance. We are very pleased to present record

Revenue of $514.6 million and Net Profit Attributable to Shareholders of $26.9 million for

the year ended 31 December 2021, increases of 9 per cent and 28 per cent respectively.

This was, in no small part, due to remarkable growth from our Food Ingredients division.

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

Overview section.

Group Financials

Production equipment at Shelby’s Dodge City toll processing facility

Annual Report - Year Ended 31 December 2021

11

Managing Director and Chair’s Report

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

for each division and the Group, and 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. Our divisional and Group target ROCE

calculations have been updated for the effect of NZ IFRS 16 and, accordingly as a Group, we will target a long-run combined

ROCE of 12.5 per cent.

20212020

ROCE

Horticulture7.4%8.9%

Food Ingredients46.2%28.9%

Logistics37.3%32.0%

Group13.8%12.3%

Target12.5%12.5%

Group capital employed increased by $44.9 million in 2021, primarily as a result of an increase in Mr Apple’s capital employed. This

related to the completion of its Whakatu coolstore, investment in automation projects and orchard redevelopment expenditure as

well as revaluation of its land and buildings.

Scales’ basic earnings per share for the year ended 31 December 2021 was 19.1 cents per share (15.0 cents per share in the year

ended 31 December 2020).

1

Financing

Average Net Cash for the year was $60.1 million (2020: $76.2 million), a reduction of $16.1 million. The movement primarily related

to the investment in the new Whakatu coolstore.

Hedging Strategy

As an exporter, we continue to have significant exposure to foreign exchange movements. This is most applicable 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 forward, using a variety of foreign

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

manages 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.

The average conversion rate of Mr Apple’s main foreign

currency exposures since 2018 were as noted below.

2021202020192018

USD .6697.6424.6664.6790

EUR.5455.5671.5663.5806

GBP.5027.5101.4658.4839

CAD.8651.8657.8650.8582

Foreign currency

In 2021, Mr Apple’s net foreign currency exposures were as

shown below.

Euros 16%

Canadian dollars 2%

US dollars 72%

British pounds 10%

Scales Corporation Limited

12

Managing Director and Chair’s Report

The hedging position for Mr Apple’s main foreign currency exposures, as at 22 February 2022, was:
20222023202420252026

USD

% cover of expected exposure99%77%54%51%26%

Average rate of cover .6625.6546.6457.6588.6448

EUR

% cover of expected exposure91%66%63%50%27%

Average rate of cover.5354.5465.5321.5388.5228

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

investment. As at 31 December 2021 our US dollar term debt was 47 per cent hedged by interest rate swaps.

Dividend

A final 2020 fully imputed cash dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) was paid on 9 July 2021.

Together with a 2020 interim dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) that was paid on 15 January

2021, this brought the annual cash dividends for 2020 to a total of 19.0 cents per share (a gross amount of 26.4 cents per share).

A fully imputed interim 2021 cash dividend of 9.5 cents per share (a gross amount of 13.2 cents per share) was declared on 8

December 2021 and paid on 14 January 2022. Our expectation is to declare a final fully imputed cash dividend in respect of 2021 in

May 2022, for payment in July 2022. 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 Attributable to Shareholders for each year.

Capital Expenditure

Capital expenditure in 2021 was $16.5 million, a decrease of $7.9 million on the prior year (2020: $24.4 million). Material

expenditure included:

• Approximately 35 hectares of orchard redevelopment at Mr Apple during the 2021 winter ($4.9 million)

• Mr Apple Whakatu coolstore build ($2.6 million)

• Whakatu packhouse automation project ($3.5 million)

2021

$’000

2020

$’000

Operational capital expenditure

Horticulture3,7364,276

Food Ingredients542471

Logistics5892

Other46

Total operational capital expenditure4,3404,845

Margin sustainability capital expenditure

Horticulture6,05011,544

Total margin sustainability capital expenditure6,05011,544

Growth capital expenditure

Horticulture6,1347,980

Total growth capital expenditure6,1347,980

Total capital expenditure16,52424,369

It is expected that future capex will be focussed on margin-sustaining automation and efficiencies in the Horticulture division,

together with ongoing orchard redevelopment.

Annual Report - Year Ended 31 December 2021

13

Managing Director and Chair’s Report

Tim Goodacre
Chair

18 March 2022

Andy Borland

Managing Director

Processing cherries for export at Scales Logistics Christchurch

Scales Corporation Limited

14

Managing Director and Chair’s Report

Outlook

Despite the challenges presented to the Group, we finished 2021 in a strong financial position and with our businesses ready for

growth. The past 12 months have continued to teach us about how to manage uncertainty and, whilst some of that uncertainty will

persist in 2022, we have taken steps to plan for the year ahead, giving us as much flexibility as possible to minimise any impact.

Within Horticulture, the 2022 apple harvest has begun with current indications suggesting volumes will be in line with earlier

projections. Early demand for our branded varieties such as Dazzle

TM

and Posy

TM

has been strong.

This division is particularly reliant on the ability to harvest and process fresh produce at the optimum timing. As such, the Group’s

ability to manage anticipated disruption concerning our critical employees will rely on their ongoing commitment as well as the

support and understanding of appropriate government agencies. Following the harvest, Mr Apple will focus on progressing its

Whakatu packhouse automation project, with a key objective of sustaining margins.

The Food Ingredients division expects to continue to take advantage of the growing global petfood market. Our confidence in

the opportunities available to the division, particularly in the USA, has led to the Division CEO preparing to relocate there on a

permanent basis to further drive growth.

On behalf of the Board, we would like to thank all our management and staff, fellow Directors, suppliers, customers and other

stakeholders for their hard work and commitment in our 110th year of trading. We look forward to the challenges of 2022.

Compressors and pumps to aid with freezing operations at Shelby’s Dodge City toll processing facility
15

Annual Report - Year Ended 31 December 2021

Improvement of soil ecosystems, fertility and soil carbon plays a big part in sustainability at Scales.
Lisa Edgarton, Assistant Manager, Kinross Orchard.

Sustainability Report

Delivering

long-term value

Scales Corporation Limited

16

Sustainability
framework –

materiality issues

The 2020 review, partnering with thinkstep-anz

and involving updated stakeholder engagement,

resulted in a refreshed list of materiality issues.

These issues are the ones we are currently

focussed on and they will continue to be the

focus in future periods.

In 2021, Scales continued to navigate its way through the COVID-19 pandemic, responding

to new challenges as they presented themselves. The resilience and personal commitment

that was evidenced from the start of the pandemic continued in 2021 through all

our businesses. Despite the ongoing disruption we pushed on with existing and new

sustainability initiatives.

We noted, during the year, the findings of COP26 and continue to be informed and

guided by the work on sustainability initiatives by various organisations and bodies, both

domestically and around the world.

20162021

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

Liner-less labellers

Annual Report - Year Ended 31 December 2021

17

Sustainability Report

PEOPLE
Scales’ priority is to create and sustain long-term value through

focusing on our people, culture and communities.

Our People

Scales Corporation Limited

18

Sustainability Report

500+

Permanent staff members

45

years

Longest serving employee

~1,150 38%

RSE workers

Permanent female

staff Scales wide

Female senior leadership/

management staff

Our Team

30%

“Health and safety are an important and integral

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

Health and safety remains a critical focus of the business. COVID-19 continues to test our policies and practices,

with the teams’ culture also continuing to respond in an impressive manner.

Key initiatives in 2021 included:

• Targeted injury management focus with specific

prevention initiatives developed across the businesses

• Leading engagement with forklift simulator programme,

including upskilling and cross-site safety standard auditing

• Adaptable COVID-19 response planning put in place,

embracing new contact tracing technology

• Partnership with Mentemia, to provide wellbeing tools

and resources for our employees

• Continued growth of our wellbeing strategy

An analysis of injuries continued to show a decline in their

severity due to a continued focus on injury prevention and

management. Dedicated management of the business’

critical risks has seen no notifiable injuries occur. Several

injury prevention measures are in place, with dedicated

manual handling training and Mr Apple’s injury management

specialist rolling out fun new initiatives and challenges to

increase engagement in our people getting work fit.

The last 2 years have been difficult for many people and,

as essential businesses, we understand that some of our

team members may have experienced additional mental and

emotional pressure. In order to help support our staff we

are extremely pleased to have partnered with Mentemia, a

mental health and wellbeing platform. Italian for ‘my mind’,

Mentemia was established by Sir John Kirwan and technology

entrepreneur Adam Clark to help people with their mental

health by providing an evidence-based, self-care product for

workplaces, including practical tips and tools to help users take

control of their daily mental wellbeing.

An initial launch session with our Mr Apple team was held

over Zoom, with Sir John Kirwan sharing his mental health

story and health psychology expert Dr Fiona Crichton giving

insight into the neurological side of mental health. Tips and

tools were shared to help combat stress and mental ill-health

and the Mentemia app was introduced. Two follow-up sessions

were also held with our people leaders to provide them with

information around how to lead and manage teams in terms of

wellbeing matters. We are eager to embed the importance of

mental health and wellbeing into our teams’ daily working lives.

Health and Safety

CORPORATE
Governance and Ethics

The Board remains committed to governance best-practice, even with the ongoing COVID-19 disruption.

• Board and committee meetings via Zoom, where in-person meetings are not possible, has become standard practice

• In 2021 we held the Annual Shareholders’ Meeting as a hybrid meeting. This involved shareholders attending either

in-person in Christchurch, or virtually via Zoom link. All shareholders had the ability to vote on resolutions and to ask

the Directors questions, which ensured the widest

possible participation. It is the intention to continue to

hold shareholder meetings in this manner

• During the year the Directors were pleased to be able

to continue their support of the Institute of Directors

Future Directors programme, and we welcomed

Kelly Brown as our fifth Future Director. Kelly has an

international marketing background and both the

Board and Kelly have benefitted from her participation

at meetings

• Also during the year we upgraded the Company’s

Ethical Reporting Hotline (Report It Now/EthicsPro)

Marketplace

Our marketplaces continue to evolve,

as a greater emphasis is placed on the

sustainability of products and supply

chains. We are continuing to invest across

our businesses to make sure we are ahead

of these changes, with a particular focus

on compliance, traceability and input

reduction. Initiatives and achievements

during the year included the following.

MARKETPLACE

Certification and auditing

• Improved technology and systems to allow

remote auditing by customers, certification

bodies and government agencies as part of

our regulatory and certification processes

• 2021 saw Mr Apple, as one of three

organisations representing the apple

industry, take part in an audit of our

facilities with China’s government. The

audit was very successful with no further

improvements required

Spray use and residue

In partnership with Plant & Food Research and

other industry bodies, considerable focus was put

on orchard management practices, spray timing

and other control measures. This focus resulted

in a substantial decrease in interceptions and will

continue to play a big part in maintaining and

improving our market access.

Technology

A key goal of Mr Apple is to increase the amount and quality of

information exchanged digitally across our supply chain, with the

aim to improve decision making and traceability. There have been

several areas of improvement:

• Advances in orchard technology have meant that we are

now able to generate unique electronic bin cards and

consignments on-orchard. The electronic data is transferred

direct from the orchards to receival sites enabling planning

and critical decisions to be made prior to the fruit arriving at

our packhouse facilities

• The fruit is now scanned in the bins on-orchard, adding to

the information accompanying the consignment, enabling the

right fruit to be targeted for the right markets, and provide

product traceability back to the orchard

• Relocating product between sites is now completed

electronically through data transferral and has resulted in

increased efficiencies and a large decrease in paper use

Future Director

Kelly Brown

Annual Report - Year Ended 31 December 2021

19

Sustainability Report

ENVIRONMENT
Our Environment

We are guardians and custodians of the environment we use and impact. Our actions are designed to ensure

sustainability of the environment, and our businesses, for future generations.

Through 2021 we continued to improve our data capture relating to our environmental footprint, which

streamlined our reporting and created measurement improvements. We also initiated and completed several

successful projects listed below.

Highlights from 2021:

• Minimising freight movements was aided by the

commissioning of the new Whakatu coolstore,

reducing distance travelled between coolstores and

the Whakatu packhouse

• The creation of sustainability champions at packhouses

to increase communication and feedback between sites

and Mr Apple’s head office

• A trial LED replacement project was undertaken at one

of our accommodation sites on-orchard, with the actual

reduction in electricity use to be measured over the

coming months

• A project to monitor and improve soil health was set up

on one of our Mr Apple orchards, helping to deepen

our understanding of our impact on ecosystems

GoalInitiatives

Change

2018 to 2021

Carbon intensity

goal of 1 per

cent reduction in

GHG emissions

per million dollars

gross turnover from

2018-2024

See page 219 per cent

reduction

Reduce paper use

by 10 per cent per

annum

Further conversion from paper to digital

processes

Education and communication across teams

Moving to a lighter weight paper

69 per cent

reduction

Reduce waste to

landfill by 30 per

cent by 2024

Hand dryers instead of paper towels

implemented at Whakatu packhouse

Implementation of liner-less labellers

A move to compostable cups in the

packhouse

Education and engagement with sites

64 per cent

reduction

Reduce electricity

consumption by

3 per cent by 2024

LED replacements across accommodation

facilities

Using Demand Flex where possible

1

Continued following of EECA report advice

where applicable

2 per cent

increase

Reduce overall fuel

use by 5 per cent

by 2024

Continued monitoring using EROAD

Continued proactive maintenance

Replacing petrol orchard equipment with

electric where applicable

Continued focus on replacing old machinery

with more efficient, new machinery

Reduced trucking movements

1 per cent

reduction

• An initial in-house carbon footprint assessment

conducted for Meateor NZ has started the process of

understanding its footprint and is the first step on the

journey of reducing this

• We participated in the Sustainable is Attainable

initiative run by the Hawke’s Bay Business Hub that

aims to find the most cost effective or valuable

disposal method for waste streams. Initial results are

to be announced in early 2022

• The installation of liner-less labellers for carton end

labels at Whakatu packhouse for the 2022 season,

with a projected waste reduction of 3-4 tonnes of

label backing tape per annum

• An initial report on potential carbon sequestration of

apple trees was received from AUT with next steps to

be discussed in the coming year

Mr Apple

Environmental Plan

We remain aligned to our chosen

United Nations Sustainable

Development Goals and, this year,

have included climate action as our

fifth goal.

We continued to experience

ongoing disruption due to the

effects of COVID-19 during 2021.

Whilst this has had an effect on

our performance against our goals,

we note that we have already

exceeded some targets. We

remain committed to continuing

improvements, while addressing

areas of underperformance.

1

Demand Flex moves electricity consumption from times when it is typically more expensive and carbon-intensive to times when it is cheaper and when there is more

renewable energy in the system.

Scales Corporation Limited

20

Sustainability Report

ENVIRONMENT
In 2022 the focus will be to broaden the scope of internal reporting and setting targets across water use and

biodiversity. Opportunities to engage with suppliers (such as electricity and packaging suppliers as well as freight

and shipping companies) to look for opportunities and synergies will also be a key focus.

Toitu

-

Envirocare carbonreduce Certification

Mr Apple completed its fourth year of carbon footprint initiatives as part of the Toitu

-

carbon

reduce program.

Our energy consumption increased due to an extended packing season and coolstorage

requirements (due to labour shortages and shipping disruptions respectively), which

contributed to increased emissions from energy in 2021 compared to 2020.

However, due to less fruit being harvested, reduced shifts at the Waipawa packhouse and the commissioning

of our new Whakatu coolstore (providing greater centralisation of operations) there was a reduction of almost

220 tonnes of CO2 equivalent (tCO2e) compared to 2020 from external freight providers. This is a 35 per cent

reduction of total (non-refrigerated) freight. In addition, due to a lower volume of fruit being exported, our

shipping related carbon emissions fell by more than 2,600 tCO2e, or just over 11 per cent compared to 2020.

In summary:

• Compared to 2020, carbon emissions have reduced by 14 per cent on an absolute level from 23,535 to 20,222

tCO2e and 2 per cent on a per TCE basis (see below)

• Direct emissions from owned or controlled sources have decreased by 8 per cent to 2,967 tCO2e

• Indirect emissions from the generation of purchased energy have increased by 8 per cent to 2,015 tCO2e. All

other indirect emissions that occur in Mr Apple’s value chain have decreased by 17 per cent to 15,236 tCO2e

Mr Apple Carbon Emissions Change - 2020 to 2021

0.0041

Year

0.0042

0.0043

0.0044

0.0045

0.0046

0.0047

(tC02e)/TCE

177

18

-79

-211

-228

-3,000

-1,000

-4,000

tC02e

0

1,000

ElectricityOtherFreight AirFlightsFreight SeaFreight LandFuel

Increase

Decrease

-358

-2,631

Mr Apple Carbon Emissions per TCE

2018201920202021

Annual Report - Year Ended 31 December 2021

21

Sustainability Report

Our TCFD Report
THEME 1THEME 2

Governance

Disclose the organisation’s

governance around climate-related

risks and opportunities

Climate change impacts are a key consideration

for our management teams when reviewing long

term strategy, assessing enterprise risk and when

evaluating annual performance against plans

for their respective businesses. These are also

included as a key output in any due diligence

when looking at new acquisitions.

Sources of information for strategy, Enterprise

Risk Management (ERM) and Key Performance

Indicator (KPI) setting comes from scenario

modelling, materiality assessments, baseline

analysis and industry consultation. The

performance against KPI is measured via

internal reporting and third-party assurance

or certification programmes where applicable

(e.g. Toitu

-

).

These documents are escalated and reviewed

by Scales’ management, Health & Safety and

Sustainability Committee, Audit and Risk

Management Committee and presented to the

Board where appropriate, with a specific focus

on the key opportunities and material risks across

our business units.

Scales’ risks and opportunities have been

prioritised based on:

• short, medium and long-term timelines and

• the impact on our businesses, environment,

people and communities (low, medium and

high)

Risk strategies range from contingency plans

(risk acceptance), elimination, risk transfer and/

or mitigation, while we look to leverage our

competitive advantages to capitalise on climate

change opportunities.

Most of the strategies outlined below focus on

the elimination or mitigation of the physical

impacts caused by climate change (under 2

degrees scenario

1

) and are viewed as medium

or high risk. As in 2020, water availability and

accessibility has been identified as a priority in the

long term and, while we have good supply across

our orchards, we are actively looking at initiatives

to improve our water use efficiency and security.

In 2022 we intend to engage external consultants

to deliver more granular spatial information over

a range of climate change scenarios. This will

then feed into our re-assessment of opportunities

and risks across our businesses.

At this stage our focus remains on water security,

energy management, increased use of technology

and digitisation to improve efficiencies and

traceability, selection of growing areas, soil

management and improving our partnerships

across the value chain. We will also undertake

more analysis to better understand some of the

transitional risks our businesses may face in the

future, including increased regulation, policy

changes and consumer preferences because of

climate change.

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

1

As outlined by NIWA at https://niwa.co.nz/our-science/climate/information-and-resources/clivar/scenarios#regional

Scales Corporation Limited

22

Sustainability Report

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

Identification of risks is completed via internal

stakeholder input (staff and management), industry

consultation and third-party analysis. These are

imbedded within our existing ERM framework, which

assesses risk at an operational and critical level.

The assessment looks at the effectiveness and

strength of underlying controls and mitigations

against the impact and likelihood of occurrence. The

evaluation allows key risks to be prioritised through

the ERM process, which allocates resources to deliver

appropriate risk strategies and treatments.

Monitoring and reporting is done monthly via

the ERM framework. However, the progress

and outcomes of specific sustainability projects

are reported to both the Health & Safety and

Sustainability Committee and the Board.

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 exporting

environment. Our focus in the future will be

extended to the remaining Scales businesses. We

now have baseline carbon emissions for Meateor NZ

and this will allow us to set appropriate targets and

metrics for this business in 2022.

The key metrics and timelines for Mr Apple across

carbon emissions, waste, energy and fuel usage are

outlined above.

Our key risks, opportunities and anticipated impacts can be summarised as follows.

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

their 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 2021

23

Sustainability Report

Scales Corporation Limited
24

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 represent a significant

percentage of the capital employed 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 2021, we operated 3 packhouses. Each of our

packhouses are equipped with high-speed optical grading

machines. Our Whakatu packhouse is currently undergoing a

major automation project.

Mr Apple also operates 6 coolstores.

Markets

New Zealand’s climate, resources, skills and trusted reputation

makes it an excellent location in which to grow apples. Our

apples are sought after around the world and we sell apples to

approximately 150 customers in over 30 countries.

The division continued to benefit from its strategy of diversified

channels, markets and varieties during 2021 particularly given

the global market uncertainty and supply chain challenges.

Asia and the Middle East experienced another year of pleasing

growth, accounting for approximately 71 per cent of export

sales volumes (2020: 62 per cent). Of this, China (including

Hong Kong) represented approximately 20 per cent (2020: 17

per cent). We continue to benefit from the in-market presence

of Shanghai-based services company PCNZ.

Sales volumes into Europe were affected by a lower available

volume of traditional variety fruit, primarily due to the effects

of weather and the orchard redevelopment programme, which

has reduced the planted hectares of traditional varieties.

Mr Apple - Sales by Region (TCEs)

20202021

Asia &

Middle East

62%

Asia &

Middle East

71%

Europe

24%

Europe

14%

UK

10%

UK

12%

North

America

4%

North

America

3%

Annual Report - Year Ended 31 December 2021

25

Divisional Overview - Horticulture

NZTE campaign in Thailand to highlight QR code game
Examples of the new simplified branding for Mr Apple

Marketing Developments

Our marketing strategy is to integrate branding and digital

advertising with consumer activity, both on and offline.

Our focus is to target key customers in key Asia and Middle

East markets to generate impact and deliver value, as well

as consolidating the early strong and growing presence of

new, premium varieties such as Dazzle

TM

in these markets. A

5-year sales and marketing strategy has been implemented

for Dazzle

TM

to support its production growth.

During the year, to provide us with information around

changing international markets, we undertook market

research with consumers in China, Vietnam and Thailand.

This provided us with a baseline of consumer brand

awareness, affinity and conversion and identified that the Mr

Apple brand is seen as meaningful. It also ascertained that

we had opportunities to differentiate the brand and make it

more salient to consumers.

New simplified branding is being designed for Mr Apple,

which incorporates new brand design, logo, packaging and

direction, providing consistency and linking the Mr Apple

story to our 5-point promise. Of note, is that COVID-19 has

increased the preference for packaged product in markets

such as China, thus our new packaging innovations are well-

timed.

There is a continued increase in the volume of e-commerce

trade in Asia markets, including online-to-offline trade, i.e.,

drawing potential customers from online channels to make

purchases in physical stores. This combined ‘modern trade’

now represents around 60 per cent of our sales in China,

so we are pleased to note the addition of resource in Asia

through the appointment of a senior retail category advisor

to support this growth. Our flagship store on TMALL, which

became operational in 2021, will also be a focus for 2022 to

drive and increase traffic.

We are also using digital tools such as digital marketing

and social media to actively build our brand awareness and

conversion with consumers throughout Asia. Mr Apple has

a presence on social media channels across South East Asia

and is active on a number of social media applications in

China. Some examples of the activities include:

• Facebook and Instagram campaigns held during the year

in countries such as Vietnam, Indonesia and Japan

• Online game developed, with around 270,000 QR code

scans and interactions throughout Asia

• Participation in New Zealand Trade and Enterprise’s Made

with Care campaign, promoting New Zealand food and

beverage to the world, in Thailand, Vietnam, India

and Bahrain

• Targeting festivals and gifting opportunities, in particular

China’s Mid-Autumn Festival, which coincides with the

timing of our season

• Production of a video telling the story of the Mr Apple

character during the Mid-Autumn festival – we expect

this character to feature in more stories in forthcoming

seasons

As part of this, we are developing infrastructure that enables

re-targeting and segmentation, as well as compliance with

data privacy and have invested in additional marketing

resource in New Zealand to help increase and drive brand

awareness within these Asia markets.

Scales Corporation Limited

26

Divisional Overview - Horticulture

Financial Performance and Key Operating Statistics
Summary Performance

The table below shows the financial performance of the Horticulture division for 2021 and 2020.

Horticulture Financial Performance

2021

$’000

2020

$’000

Horticulture revenue243,422245,984

Underlying EBITDA

Mr Apple 37,94138,714

Fern Ridge 1,1312,075

Underlying Horticulture EBITDA39,07240,789

Depreciation and amortisation(9,820)(9,524)

Depreciation of right-of-use assets(8,047)(7,586)

Underlying Horticulture EBIT21,20523,678

Horticulture EBITDA41,23935,781

Horticulture EBIT23,37218,670

Capital employed304,028272,417

ROCE7.4%8.9%

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 $0.2 million (2020: $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 2021

27

Divisional Overview - Horticulture

The Horticulture division generated a very strong result given

significant market uncertainty, supply chain challenges and

lower volumes of fruit. Revenue of $243.4 million was down

only 1 per cent on 2020 ($246.0 million). Whilst volumes and

yields were affected by weather and orchard redevelopment,

the division’s diversified markets and varieties continued to

be advantageous.

Strong in-market pricing partially offset reduced volumes

together with labour and shipping cost pressures, with

Underlying EBITDA down 4 per cent to $39.1 million (2020:

$40.8 million). Underlying EBIT was down 10 per cent to

$21.2 million (2020: $23.7 million).

Horticulture’s ROCE decreased this year due to lower earnings

and higher capital employed. However, returns for this division

are expected to increase once redeveloped orchards reach

maturity and the impact of margin initiatives take effect.

20212020201920182017
Orchard

Total planted orchard (at time of harvest)

1

Ha.1,2011,1861,1581,1491,142

Fully mature equivalent planted orchardHa.1,0501,0281,0231,0571,043

Apples picked (Mr Apple orchards)TCE 000s4,7575,1194,8415,0904,434

Apples packed (Mr Apple + external growers

(Hawke’s Bay))TCE 000s4,4304,8584,7474,7394,354

Exported volume

Mr AppleTCE 000s3,6513,9153,8223,8673,545

External growersTCE 000s1,3321,8242,1321,9642,078

TotalTCE 000s4,9835,7395,9535,8315,622

Mr Apple packout %%77%76%79%76%80%

Total NZ productionTCE 000s19,66622,19921,75520,68718,956

Mr Apple own grown volume share of NZ production%18.6%17.6%17.6%18.7%18.7%

Weather and orchard redevelopment, which reduced planted hectares of lower returning traditional varieties, impacted volumes of

traditional varieties this year, with the export of 3.65 million TCEs of own-grown volumes in 2021 (2020: 3.92 million TCEs).

• Assuming an average TCE holds 116 apples, around 550 million apples were picked from Mr Apple’s planted apple orchards

• Gross production was 4.76 million TCEs from which 3.65 million TCEs were exported. This was a 7 per cent decrease in export

TCEs compared to 2020

• Together with our external grower volumes, the division sold 4.98 million TCEs. This was 13 per cent down on 2020, with

reduced external grower volumes largely due to a challenging season for Nelson growers

• We provide an ongoing significant contribution to the national apple crop, with production from our owned and leased orchards

accounting for 18.6 per cent of New Zealand’s apple exports (2020: 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

28

Divisional Overview - Horticulture

1

Planted orchard at the end of the year was 1,167 hectares.

Volumes and Prices
Volumes and prices (on a NZD FOB basis) for 2021 and 2020 are noted below.

Volumes by Variety (TCE 000s)20212020

Premium Varieties

NZ QueenTCE 000s510534

Pink LadyTCE 000s426401

Red Sports (Fuji and Royal Gala)TCE 000s1,0611,049

OtherTCE 000s370253

TotalTCE 000s2,3662,238

Growth%6%4%

% premium65%57%

Traditional Varieties

BraeburnTCE 000s271506

Royal GalaTCE 000s412503

OtherTCE 000s602669

TotalTCE 000s1,2851,678

Growth%(23%)1%

Total Mr Apple owned and leased orchardsTCE 000s3,6513,915

Growth%(7%)2%

Prices by Variety (NZD / TCE (FOB))

Weighted average price for premium varietiesNZD / TCE39.836.9

Weighted average price for traditional varietiesNZD / TCE33.330.1

Total weighted average priceNZD / TCE37.534.0

Premium varieties increased 6 per cent compared to 2020, equating to a Compound Annual Growth Rate (CAGR) of premium

volumes of 14 per cent since 2012. As previously mentioned, volumes of traditional varieties were affected by inclement weather

and the orchard redevelopment programme, which reduced planted hectares of traditional varieties.

In-market pricing was strong and above prior year levels for most varieties, reflecting reduced overall market volumes, larger fruit for

certain varieties and strong market demand for varieties such as Dazzle

TM

. The division benefitted from exporting a diversified range

of varieties to diversified geographical markets.

Annual Report - Year Ended 31 December 2021

29

Divisional Overview - Horticulture

Premium volumes accounted for around 65 per cent of all exports in 2021, up from 57 per cent in 2020. This represented a 6 per cent
growth in premium varieties and included significant growth in sales of Dazzle

TM

and Posy

TM

.

Orchard Redevelopment

Mr Apple continued the redevelopment of its orchards during winter 2021. It planted and / or redeveloped around 35 hectares of

orchard, primarily into Dazzle

TM

and NZ Prince

TM

, two of our premium varieties.

There was also ongoing implementation of our ‘intensive planting’ techniques, which will enable efficiencies in pruning, thinning and

picking. As these orchards reach both maturity and commercial scale, we anticipate higher average prices and yields will be achieved.

Margin Sustainability

Last year we identified a number of initiatives to maintain margins within the Horticulture division. During the year, we commenced

our multi-year investment and automation plan to increase productivity and sustain margins with the installation of tray de-nesting

machines at the Whakatu packhouse. This complements the commissioning of the Whakatu coolstore in February 2021, which has

already provided financial and operating efficiencies.

We believe that, when finished, the automation project will result in the Whakatu packhouse being one of the world’s most

automated apple packhouses and will significantly enhance labour productivity.

Our orchard redevelopment and ‘intensive planting’ techniques are also expected to help increase prices and yields as the orchards

reach commercial scale.

We believe the outcomes from these ventures will help to sustain our margins and we will continue to investigate and evaluate other

potentially margin-enhancing projects as appropriate.

Scales Corporation Limited

30

Divisional Overview - Horticulture

3,500

3,000

2,500

2,000

1,500

1,000

500

0

2012

2,144

2,752

3,155

3,546

3,545

2013201420152016201720182019

4,000

20202021

Other Premium

Red Sports

(Fuji and Royal Gala)

Pink Lady

NZ Queen

Other Traditional

Royal Gala

Braeburn

2,833

3,867

3,822

3,915

3,651

Traditional Varieties

Premium Varieties

Forecast

2,161

1,661

3,822

2,366

1,285

3,651

2,238

1,678

3,915

3,904

4,031

4,184

4,244

2019202020212022F2023F2024F2025F

2,374

2,540

2,689

2,760

1,530

1,484

1,496

1,490

Volumes by Variety (TCE 000s)

Mr Apple Own Export Volumes - Actual/Forecast (TCE 000s)

Labour Availability
As in previous years, we have observed the importance of our critical RSE workers within our team and, during 2021, we were

impacted by the availability of the skilled RSE workforce. Compared to 2020, the RSE workforce was approximately 14 per cent

lower over the key harvest period, with the team supplemented by New Zealand and Working Holiday Scheme workers. As a result,

it was an extraordinary effort by the entire Mr Apple team to pick, pack and export the harvest.

This situation confirmed the vital role that RSE workers play. Not only do these workers show remarkable skills and commitment,

but they play a vital part in enabling overall company growth – a 37 per cent increase in RSE workers over the period 2012 to 2020

coincided with Mr Apple increasing its permanent staff numbers by 111 per cent. We are also aware that the skills acquired, and

wages earned, by these workers are highly beneficial to not only themselves, but also to their wha

-

nau and their Pacific communities.

2022 Outlook

As previously mentioned, our ability to harvest and process the entire crop is dependent on the availability of seasonal labour at

the optimum time. Unavailability of this resource may impact on volumes and quality, as well as our ability to market our fresh

produce globally.

Picking and packing has commenced for the 2022 season and current indications are positive with volumes in line with earlier

projections. Early demand for our branded varieties, including Posy

TM

and Dazzle

TM

, has been strong.

For the forthcoming season we anticipate a significant increase in shipping costs and capacity constraints. We also expect to make

significant progress on the Whakatu packhouse automation project at the completion of the current season. This project is likely to

continue into 2023.

Tray de-nesting machines, part of the Whakatu packhouse automation project

New intensive planting techniques

201720182019202020212022F2023F2024F

10%

12%

14%

16%

6%

8%

2%

4%

0%

Annual Report - Year Ended 31 December 2021

31

Divisional Overview - Horticulture

Mr Apple EBIT Margins

1

Through Time

1

EBIT Margins are calculated on an Underlying basis and prior to the impact of NZ IFRS 16.

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 $9.8 million deducted from NPAT (2020: $5.2 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

Scales Corporation Limited

32

Divisional Overview - Food Ingredients

Meateor Group Product Flows

Owned processing plant

Toll processing plant

Supplier

Market destination

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

2021 and 2020.

Food Ingredients

201820172019

20212020

Key Operational Metrics

Food Ingredients volume soldMT149,207 115,739

Juice concentrate soldlitres 000s6,497 6,544

Financial Performance$’000$’000

Food Ingredients revenue218,852 173,694

Underlying Food Ingredients EBITDA 35,102 23,125

Depreciation and amortisation(733)(1,045)

Depreciation of right-of-use assets(58)(63)

Underlying Food Ingredients EBIT34,311 22,017

Food Ingredients EBITDA 32,933 21,872

Food Ingredients EBIT32,142 20,764

Capital employed76,210 72,460

ROCE46.2%28.9%

20202021

27.7

29.0

111.0

115.7

149.2

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

Operational Summary

Food Ingredients produced an outstanding performance for

the year. Volumes of petfood ingredients sold increased by

29 per cent to 149,207 MT (2020: 115,739 MT), reflecting a

global increase in demand for petfood. This growth has been

attributed to higher levels of pet ownership due to COVID-19

as well as a focus on pets’ health and wellbeing.

Whilst supply chains continued to be impacted by strong

global shipping demand as well as port and logistics

constraints, the impact on Meateor NZ and Shelby was

lessened due their respective domestic customer bases.

Shelby in particular has continued to grow strongly, and this

was assisted by increased volumes being available through

the commissioning of a new plate freezing facility in the toll

processing facility in Dodge City, Kansas.

Profruit volumes were down only slightly on the record

volumes in 2020. This decrease was due to a lower availability

of product and yield. Again, strong domestic markets helped

negate some of the difficulties in export.

Annual Report - Year Ended 31 December 2021

33

Divisional Overview - Food Ingredients

Petfood Ingredients Sold (MT 000s)

Financial Summary
The Food Ingredients division delivered an exceptional

result in 2021 with significant increases in both revenue

and profitability. Revenue was $218.9 million, a 26

per cent increase on prior year (2020: $173.7 million),

reflecting the benefit of the division’s geographical and

protein diversification strategies.

Underlying EBITDA was $35.1 million, an increase of 52

per cent (2020: $23.1 million), exceeding the division’s

long-run EBITDA target of $25 million, which was only set

at the end of 2018. The increase in profitability reflects

movements in product origin, mix and margin together

with the changing contribution of operations within the

division. Shelby also received a one-off US wage subsidy

scheme payment of NZ$0.9 million during the year.

Profruit also delivered a strong result given the market

conditions, with our share of earnings being $1.7 million

(2020: $2.0 million).

Industry and Strategy Update

The continued growth in the petfood market reinforces Food

Ingredients’ strategy. The industry reported that global petfood

production increased by over 8 per cent in 2021

1

, led by a 17 per cent

increase in the Asia Pacific region. North American markets rose at the

second highest rate of almost 13 per cent.

In addition, there have been reported increases in global petfood

sales

2

, including an increase of almost 10 per cent in the USA in 2020,

whilst a 5 per cent increase was projected for 2021. Strong growth

was also registered for other worldwide markets

3

.

This growth has reinforced our strategy of exploring both internal

and external growth opportunities, a number of which have been

hampered by the inability to travel. As mentioned earlier, our

confidence in the market, and particularly in the USA, has led to our

divisional CEO relocating to the USA on a permanent basis in 2022.

We believe this will further support our ability to develop and invest in

new supply and investment opportunities.

2022 Outlook

The outlook for Food Ingredients continues to be positive. Meateor NZ,

our JV with Alliance, has performed well and is focused on supporting

both the domestic petfood industry and its export markets. Value add

opportunities are actively being pursued.

In Australia, our exports have outperformed expectations. As of 31

December 2023 our supply arrangements will no longer be on an

exclusive basis. Shelby continues to grow strongly and we look forward

to progressing opportunities that are identified in the USA market.

Overall, we look forward to the next stage in the journey for

Food Ingredients.

Meateor production facility at Whakatu

Scales Corporation Limited

34

Divisional Overview - Food Ingredients

1

https://www.petfoodindustry.com/articles/10971-global-pet-food-production-up-82-in-2021-asia-led

2

https://www.petfoodindustry.com/articles/10128-us-pet-food-sales-rose-10-in-2020-5-projected-for-2021

3

https://www.petfoodindustry.com/blogs/7-adventures-in-pet-food/post/10737-us-pet-food-spending-worldwide-pet-food-sales-up-in-2020?utm_source=Omeda&utm_

medium=Email&utm_content=NL-Petfood+Industry+News&utm_campaign=NL-Petfood+Industry+News_20211025_0200&oly_enc_id=3803J1451478D1W

Logistics
Operational and Financial Performance

The key operational metrics and the summarised financial performance for the Logistics division for 2021 and 2020 are shown below.

Logistics

20212020

Key Operational Metrics

Ocean freight volumeTEUs30,313 35,502

Airfreight volumeMT3,645 5,656

Financial Performance$’000$’000

Logistics revenue81,878 77,917

Underlying Logistics EBITDA4,942 4,215

Depreciation and amortisation(209)(230)

Depreciation of right-of-use assets(596)(594)

Underlying Logistics EBIT4,137 3,392

Logistics EBITDA 4,942 4,215

Logistics EBIT4,137 3,392

Capital employed11,534 10,624

ROCE37.3%32.0%

Logistics produced a strong full year performance where

activity was impacted by global supply chain disruptions. The

challenges faced by the logistics industry are well documented

and are, unfortunately, showing no sign of abating.

However, the invaluable expertise and experience of the Scales

Logistics team proved strategically important for our other

Scales divisions as well as for external customers in 2021.

The team’s resilience, and ability to innovate and adapt,

ensured all produce was shipped and airfreighted for its

customers as required.

An exceptional effort by the team provided an excellent

result with a 17 per cent increase in Underlying EBITDA to

$4.9 million (2020: $4.2 million). This was despite a decrease

in volumes freighted due primarily to lower apple volumes and

reduced sailings.

2022 Outlook

Pressures for the division and industry are expected to continue

throughout 2022 with scarcity in the availability of containers

and ships, labour shortages, increased shipping, airfreight and

fuel costs and also high demand and port congestion.

However, Scales Logistics is expected to continue to play a

key strategic role in supporting its customers’ supply chain

requirements for the coming year, including those for Mr

Apple and Meateor. We believe its strategic value far exceeds

its strong stand-alone financial contribution.

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

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

Annual Report - Year Ended 31 December 2021

35

Divisional Overview - Logistics

GroupHorticultureFood IngredientsLogisticsCorporate and eliminations
2021202020212020202120202021202020212020

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

Underlying EBITDA (excluding NZ IFRS 16)62,989 53,862 29,181 31,423 35,034 23,051 4,166 3,443 (5,393)(4,056)

NZ IFRS 16 Leases

10,804 10,279 9,891 9,366 68 74 776 772 70 67

Underlying EBITDA (including NZ IFRS 16)73,793 64,141 39,072 40,789 35,102 23,125 4,942 4,215 (5,323)(3,988)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Reported EBITDA71,619 56,74041,239 35,781 32,933 21,872 4,942 4,215 (7,495)(5,129)

Underlying EBIT (excluding NZ IFRS 16)52,203 42,984 19,361 21,899 34,301 22,006 3,957 3,214 (5,417)(4,135)

NZ IFRS 16 Leases

2,044 1,978 1,844 1,779 10 11 180 178 10 10

Underlying EBIT (including NZ IFRS 16)54,247 44,962 21,205 23,678 34,311 22,017 4,137 3,392 (5,406)(4,125)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Reported EBIT52,074 37,561 23,372 18,670 32,142 20,764 4,137 3,392 (7,578)(5,265)

Underlying NPAT (excluding NZ IFRS 16)40,438 33,764 13,845 15,431 28,242 18,471 2,802 2,284 (4,450)(2,422)

NZ IFRS 16 Leases, net of tax

(663)(722)(592)(634)(3)(5)(65)(80)(2)(3)

Underlying NPAT (including NZ IFRS 16)39,775 33,041 13,252 14,797 28,239 18,466 2,736 2,204 (4,452)(2,426)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Taxation effect (653)941 (201)1,432 (452)(491)- - - -

Reported Net Profit36,95026,581 15,219 11,221 25,618 16,722 2,736 2,204 (6,624)(3,566)

Reconciliation of Underlying to Reported Profit Measures

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

Scales Corporation Limited

36

Divisional Overview

GroupHorticultureFood IngredientsLogisticsCorporate and eliminations
2021202020212020202120202021202020212020

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

Underlying EBITDA (excluding NZ IFRS 16)62,989 53,862 29,181 31,423 35,034 23,051 4,166 3,443 (5,393)(4,056)

NZ IFRS 16 Leases

10,804 10,279 9,891 9,366 68 74 776 772 70 67

Underlying EBITDA (including NZ IFRS 16)73,793 64,141 39,072 40,789 35,102 23,125 4,942 4,215 (5,323)(3,988)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Reported EBITDA71,619 56,74041,239 35,781 32,933 21,872 4,942 4,215 (7,495)(5,129)

Underlying EBIT (excluding NZ IFRS 16)52,203 42,984 19,361 21,899 34,301 22,006 3,957 3,214 (5,417)(4,135)

NZ IFRS 16 Leases

2,044 1,978 1,844 1,779 10 11 180 178 10 10

Underlying EBIT (including NZ IFRS 16)54,247 44,962 21,205 23,678 34,311 22,017 4,137 3,392 (5,406)(4,125)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Reported EBIT52,074 37,561 23,372 18,670 32,142 20,764 4,137 3,392 (7,578)(5,265)

Underlying NPAT (excluding NZ IFRS 16)40,438 33,764 13,845 15,431 28,242 18,471 2,802 2,284 (4,450)(2,422)

NZ IFRS 16 Leases, net of tax

(663)(722)(592)(634)(3)(5)(65)(80)(2)(3)

Underlying NPAT (including NZ IFRS 16)39,775 33,041 13,252 14,797 28,239 18,466 2,736 2,204 (4,452)(2,426)

Other adjustments:

(Impairment)/reversal of impairment of non-current assets1,650 (4,311)1,650 (4,311)

- - - - - -

Gain on sale of property, plant and equipment1,132 - 1,132 - - - - - - -

Equity settled employee benefits(726)(698)- - - - - - (726)(698)

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

Change in fair value gain on apple inventory(932)(802)(932)(802)- - - - - -

Change in gross liability for non-controlling interests(1,852)(647)318 106 (2,169)(753)- - - -

Transaction costs(1,446)(443)- - - - - - (1,446)(443)

Taxation effect (653)941 (201)1,432 (452)(491)- - - -

Reported Net Profit36,95026,581 15,219 11,221 25,618 16,722 2,736 2,204 (6,624)(3,566)

Annual Report - Year Ended 31 December 2021

37

Divisional Overview

Our leadership team
Leadership Profiles

Scales Corporation Limited

38

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 Koala Cherries Pty Limited and Director of Nagambie

Healthcare, a community hospital and aged care facility,

based in regional Victoria, Australia. Tim is a member of

Scales’ Nominations and Remuneration Committee.

Board of Directors (as at 18 March 2022)

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 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 currently the Managing Director of Harris Meats and

Glenturret Farms in Cheviot, North Cantebury, and is also a

Shareholder and Director of several private companies.

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, and is a Board Member

of New Zealand Rugby Union Incorporated. 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 2021

39

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.

Nadine was appointed to the Board in 2019. Nadine is

currently CEO of Horticulture New Zealand and has extensive

horticulture and wider primary industry management

experience from 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 Director of Plant & Food Research, a member of Nga

-


Pouwhiro Taimatua and a former member of the Primary

Sector Council. Nadine was also a 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

Xin was appointed to the Board in December 2021. He is

a Senior Director of a department within China Resources

Enterprise, Limited, whose subsidiary, China Resources Ng

Fung Limited, holds a 15.1% shareholding in Scales. Xin has

held Director and CFO roles within China Resources (Holdings)

Co, Limited. Xin holds a Bachelor of Engineering from the

Beijing Institute of Technology and a MBA from the University

of North Carolina at Chapel Hill.

Qi Xin,

Non-Executive Director

Scales Corporation Limited

40

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.

Brett Frankel,

President Shelby Foods

Brett established 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

over 20 years’ experience 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.

Chantelle Ramage,

General Manager Profruit

Chantelle has been with Profruit for

15 years, including 13 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.

Management Profiles

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 over 20

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.

Geoff Smith,

Chief Operations and Sustainability

Officer

Geoff joined Scales in January 2022

from Zespri where he was Head

of New Zealand Supply. Geoff has

extensive experience across a variety

of agribusinesses, particularly in

operations, supply chain, strategy and

investment. Geoff has both an Honours

degree and Doctorate from Lincoln

University.

Sonya White,

CEO Fern Ridge Fresh

Sonya was appointed CEO of Fern

Ridge Fresh in December 2021, having

been with the company for 14 years,

including 9 years as Global Sales

Manager. Sonya has a strong logistics

and orcharding background from prior

roles.

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.

Annual Report - Year Ended 31 December 2021

41

Leadership Profiles

Scales Corporation Limited
42

Financial

Statements

Contents
Comprehensive income 44

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 46

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 47

The Scales Group assets, liabilities and equity at the end

of the financial year.

Cash flows 48

Cash generated and used in the operating, investing and

financing activities of the Scales Group.

Notes to the Financial Statements 50

A. Segment information 52

B. Financial performance 54

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 59

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 65

D1. Share capital

D2. Reserves

D3. Dividends attributable to equity holders of

the company

D4. Imputation credit account

D5. Earnings per share

E. Financial assets and liabilities 69

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 76

F1. Subsidiary companies

G. Other 77

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 2021

43

Financial Statements

20212020
NOTE$’000$’000

RevenueB1514,551 470,709

Cost of salesB2(400,663)(366,800)

113,888 103,909

Administration and operating expensesB2(47,241)(44,382)

Reversal of impairment (impairment) on revaluationC11,650 (4,311)

Share of profit of entities accounted for using the equity methodC33,162 2,224

Other incomeB36,022 1,645

Other lossesB3(5,862)(2,345)

EBITDA71,619 56,740

Amortisation (342)(584)

DepreciationC1(10,443)(10,294)

Depreciation of right-of-use assetG2(8,760)(8,301)

EBIT52,074 37,561

Finance revenue1,203 2,584

Finance costB4(1,786)(1,915)

Finance cost of lease liabilityG2(2,964)(2,981)

PROFIT BEFORE INCOME TAX EXPENSE48,527 35,249

Income tax expense B5(11,577)(8,668)

PROFIT FOR THE YEAR36,950 26,581

Profit for the year is attributable to:

Equity holders of the Company26,925 21,025

Non-controlling interests 10,025 5,556

36,950 26,581

EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:

Basic earnings per share (cents) D519.1 15.0

Diluted earnings per share (cents) D519.1 14.9

The notes to the financial statements on pages 50 to 80 form part of and should be read in conjunction with this statement.

44

Scales Corporation Limited

Financial Statements

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2021

20212020
NOTE$’000$’000

OTHER COMPREHENSIVE INCOME

Items that may be reclassified subsequently to profit or loss:

(Loss) gain on cash flow hedges(20,730)20,861

Income tax relating to cash flow hedges 5,804 (5,841)

Share of other comprehensive income of joint ventures C3 (1,015)708

Income tax relating to share of other comprehensive income of joint ventures284 (198)

Foreign exchange gain (loss) on translating foreign operations 692 (784)

(14,965)14,746

Items that will not be reclassified to profit or loss:

Revaluation of land and buildings 22,362 9,133

Income tax relating to buildings(1,647)(448)

Revaluation of apple trees3,048 (31)

Income tax relating to apple trees(854)9

Remeasurement of net defined benefit liability318 (440)

Income tax relating to remeasurement of net defined benefit liability- 67

23,227 8,290

OTHER COMPREHENSIVE INCOME FOR THE YEAR8,262 23,036

TOTAL COMPREHENSIVE INCOME FOR THE YEAR45,212 49,617

Total comprehensive income for the year attributable to:

Equity holders of the Company35,060 44,374

Non-controlling interests10,152 5,243

45,212 49,617

The notes to the financial statements on pages 50 to 80 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2021

45

Financial Statements

Consolidated Statement of Comprehensive Income (continued)

for the year ended 31 December 2021

The notes to the financial statements on pages 50 to 80 form part of and should be read in conjunction with this statement.
46

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 202095,273 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

Profit for the year- - 26,925 26,925 10,025 36,950

Other comprehensive income for the year- 8,135 - 8,135 127 8,262

Total comprehensive income for the year- 8,135 26,925 35,060 10,152 45,212

Reclassification of revaluation reserveD2- (2,224)2,224 - - -

Recognition of share-based paymentsD2- 726 - 726 - 726

Shares soldD1347 - - 347 - 347

Shares fully vestedD1, D22,870 (1,251)(295)1,324 - 1,324

DividendsD3- - (26,832)(26,832)(8,868)(35,700)

Balance at 31 December 202199,588 92,160 192,644 384,392 5,922 390,314

Consolidated Statement of Changes in Equity

for the year ended 31 December 2021

The notes to the financial statements on pages 50 to 80 form part of and should be read in conjunction with this statement.
Annual Report - Year Ended 31 December 2021

47

Financial Statements

20212020

NOTE$’000$’000

EQUITY

Share capitalD199,588 96,371

ReservesD292,160 86,774

Retained earnings192,644 190,622

Equity attributable to Scales Corporation Limited shareholders384,392 373,767

Equity attributable to non-controlling interests5,922 4,638

TOTAL EQUITY390,314 378,405

CURRENT ASSETS

Cash and bank balances35,398 47,418

Term deposits85,000 104,632

Trade and other receivablesE128,658 19,452

Other financial assetsE25,923 12,688

Unharvested agricultural produceC224,561 24,022

InventoriesC529,641 25,805

Prepayments4,056 3,899

213,237 237,916

Assets held for sale- 2,550

TOTAL CURRENT ASSETS213,237 240,466

NON-CURRENT ASSETS

Property, plant and equipmentC1213,869 181,311

Investments accounted for using the equity methodC326,051 26,154

GoodwillC443,392 41,905

Other financial assetsE211,074 18,143

Computer software717 354

Right-of-use assetG276,431 77,877

TOTAL NON-CURRENT ASSETS371,534 345,744

TOTAL ASSETS584,771 586,210

CURRENT LIABILITIES

Bank overdrafts2,196 1,384

Trade and other payablesE323,466 25,117

Dividend declaredD313,419 13,359

BorrowingsE4- 860

Current tax liabilities479 1,593

Other financial liabilitiesE57,410 4,300

Lease liabilityG210,237 10,053

TOTAL CURRENT LIABILITIES57,207 56,666

NON-CURRENT LIABILITIES

BorrowingsE436,060 52,199

Deferred tax liabilitiesB522,944 25,596

Defined benefit plan net liability427 632

Other financial liabilitiesE58,338 2,522

Lease liabilityG269,481 70,190

TOTAL NON-CURRENT LIABILITIES137,250 151,139

TOTAL LIABILITIES194,457 207,805

NET ASSETS390,314 378,405

Consolidated Statement of Financial Position

as at 31 December 2021

48
Scales Corporation Limited

Financial Statements


Consolidated Statement of Cash Flows

for the year ended 31 December 2021

20212020

NOTE$’000$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers505,854 469,559

Dividends received2,251 1,509

Interest received1,416 4,042

509,521 475,110

Cash was disbursed to:

Payments to suppliers and employees(453,109)(407,074)

Interest paid(4,750)(4,896)

Income tax paid(11,823)(9,916)

(469,682)(421,886)

NET CASH PROVIDED BY OPERATING ACTIVITIES39,839 53,224

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from maturing term deposits19,632 37,368

Advances repaid1,231 382

Sale of property, plant and equipment and computer software3,773 298

24,636 38,048

Cash was applied to:

Purchase of property, plant and equipment(15,822)(24,237)

Purchase of computer software(705)(131)

Purchase of financial instruments(325)-

(16,852)(24,368)

NET CASH PROVIDED BY INVESTING ACTIVITIES7,784 13,680

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from seasonal and other facility borrowingsE4- 3,955

Treasury stock sold347 -

347 3,955

Cash was applied to:

Dividends paid(26,772)(26,685)

Dividends paid to non-controlling interests(8,868)(4,594)

Repayments of lease liabilities(7,839)(7,300)

Repayments of seasonal facility borrowingsE4- (3,000)

Repayments of term facility borrowingsE4(18,000)-

(61,479)(41,579)

NET CASH USED IN FINANCING ACTIVITIES(61,132)(37,624)

NET (DECREASE) INCREASE IN NET CASH(13,509)29,280

Net foreign exchange difference677 (690)

Cash and cash equivalents at the beginning of the year46,034 17,444

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR33,202 46,034

Represented by:

Cash and bank balances 35,398 47,418

Bank overdrafts(2,196)(1,384)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR33,202 46,034

The notes to the financial statements on pages 50 to 80 form part of and should be read in conjunction with this statement.

Annual Report - Year Ended 31 December 2021
49

Financial Statements

Andy Borland, Managing Director Tim Goodacre, Chair

Consolidated Statement of Cash Flows (continued)

for the year ended 31 December 2021

20212020

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 36,950 26,581

Non-cash items:

Depreciation (including on right-of-use asset)19,203 18,595

Reversal of impairment (impairment) on revaluation(1,650)4,311

Amortisation 342 584

Share of equity accounted results(3,162)(2,224)

Hedging instruments358 (205)

Government grant(879)-

(Gain) loss on disposal of property, plant and equipment(1,132)62

Share-based payments726 698

Change in gross liability on put options1,852 647

Deferred tax871 (203)

Operating cash receipts not included in profit for the year:

Dividends received from equity accounted entities2,250 1,500

Changes in net assets and liabilities:

Trade and other receivables(8,828)764

Unharvested agricultural produce(539)(2,403)

Inventories (3,498)28

Prepayments(148)(426)

Trade and other payables(1,760)5,960

Current tax assets and liabilities(1,117)(1,045)

NET CASH PROVIDED BY OPERATING ACTIVITIES39,839 53,224

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 23 February 2022.

The notes to the financial statements on pages 50 to 80 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 investment in Meateor Pet Foods Limited Partnership for impairment in note C3.

50

Scales Corporation Limited

Financial Statements

Notes to the Financial Statements

for the year ended 31 December 2021

Annual Report - Year Ended 31 December 2021
51

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.

52
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

2021

Total segment revenue243,422 218,852 81,878 3,453 (33,054)514,551

Inter-segment revenue- - (30,166)(2,888)33,054 -

Revenue from external customers243,422 218,852 51,712 565 - 514,551

Gain on sale of non-current assets1,132 - - - - 1,132

Share of profit of entities accounted for

using the equity method

- 3,162 - - - 3,162

Reversal of impairment (impairment) on

revaluation

1,650 - - - - 1,650

EBITDA41,239 32,933 4,942 (7,495)- 71,619

Amortisation expense(298)- (33)(11)- (342)

Depreciation expense(9,522)(733)(177)(11)- (10,443)

Depreciation of right-of-use asset(8,047)(58)(596)(59)- (8,760)

Finance revenue- - - 1,203 - 1,203

Finance costs(18)(24)(31)(1,713)- (1,786)

Finance cost of lease liability(2,666)(14)(271)(13)- (2,964)

Segment profit (loss) before income tax20,688 32,104 3,834 (8,099)- 48,527

Annual Report - Year Ended 31 December 2021
53

Financial Statements

Segment Reporting (continued)

Horticulture

Food

IngredientsLogisticsOtherEliminationsTotal

$’000$’000$’000$’000$’000$’000

Segment assets347,376 112,530 22,382 102,483 - 584,771

Segment liabilities126,005 27,064 12,961 28,427 - 194,457

Segment carrying value of investment

accounted for using the equity method

- 26,051 - - - 26,051

Segment acquisition of property, plant and

equipment and computer software

15,921 542 58 4 - 16,525

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 entity accounted for

using the equity method

- 2,224 - - - 2,224

Reversal of impairment (impairment) on

revaluation

(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

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

New ZealandAustraliaUSATotal

20212020202120202021202020212020

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

Property, plant and

equipment

210,074 177,517 34 40 3,761 3,754 213,869 181,311

Investments

accounted for using

the equity method

26,051 26,154 - - - - 26,051 26,154

Goodwill16,188 16,188 - - 27,204 25,717 43,392 41,905

Computer software717 354 - - - - 717 354

Right-of-use asset75,897 77,294 180 192 354 391 76,431 77,877

Non-current assets other than financial instruments by geographical location

54
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

2021

$’000

2020

$’000

By nature:

Revenue from the sale of goods428,738 402,194

Revenue from the rendering of services69,082 64,357

Fees and commission13 59

Net foreign exchange gain (loss)12,268 (730)

Rental revenue4,450 4,829

514,551 470,709

By market:

New Zealand 96,972 81,549

Asia140,261 128,582

Europe45,668 75,041

North America224,301 184,894

Other7,349 643

514,551 470,709

By segment and type:

Horticulture - sale of agricultural produce226,606 229,033

Horticulture - agricultural produce related services12,375 12,133

Horticulture - other4,441 4,818

Food ingredients - sale of pet food ingredients213,416 171,144

Food ingredients - other5,436 2,550

Logistics services51,712 49,835

Other565 1,196

514,551 470,709

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 2021
55

Financial Statements

B1. Revenue (continued)

Sale of agricultural produce

The Group sells apples to more than 150 customers in 30 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 payment 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 payment are up to 60 days.

56
Scales Corporation Limited

Financial Statements

B2. Cost of Sales, Administration and Operating Expenses

20212020

$’000$’000

Auditor’s remuneration:

Deloitte Limited (New Zealand):

Audit of the financial statements:

Audit of the annual financial statements232 175

Review of interim financial statements 48 48

Other assurance services:

Audit of solvency certificate for Selacs Insurance Limited7 6

Sheehan & Company CPA, PC (United States):

Group reporting audit88 92

Review of subsidiary financial statements28 31

Bad debts incurred14 251

Change in fair value adjustment to unharvested agricultural produce932 802

Change in inventories(3,743)252

Direct expenses71,145 58,852

Directors' fees596 596

Donations2 45

Electricity2,899 2,778

Employee benefits expense:

Post employment benefits - defined contribution plans1,339 1,254

Post employment benefits - defined benefit plans438 508

Salaries, wages and related benefits83,363 79,809

Other employee benefits726 698

Grower payments47,803 49,017

Insurance3,946 3,609

Management fees48 48

Materials and consumables136,854 112,758

Ocean and air freight76,414 72,056

Operating lease expenses2,319 2,960

Packaging16,487 19,225

Provision for write-down of inventories405 377

Repairs and maintenance5,514 4,935

447,904 411,182

Disclosed as:

Cost of sales400,663 366,800

Administration and operating expenses47,241 44,382

447,904 411,182


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.

Annual Report - Year Ended 31 December 2021
57

Financial Statements

B3. Other Income and Losses

2021 2020

$’000$’000

Dividends1 9

Gain (loss) on disposal of property, plant and equipment1,132 (62)

Government grants879 -

Insurance claims expense paid (Note G4)(4,010)(1,636)

Reinsurance income (Note G4)4,010 1,636

Remeasurement of gross liability to non-controlling interest(1,852)(647)

160 (700)

Disclosed as:

Other income6,022 1,645

Other losses(5,862)(2,345)

160 (700)

B4. Finance Cost

20212020

$’000$’000

Interest on loans1,281 1,867

Other interest443 12

Bank facility fees 62 36

1,786 1,915

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 expense10,353 8,827

Adjustments recognised in the current year in relation to the current tax of prior years 369 -

Deferred tax expense relating to the origination and reversal of temporary differences855 (159)

Total income tax expense recognised in profit or loss11,577 8,668

The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial statements

as follows:

Total profit before tax48,527 35,249

Income tax expense calculated at applicable corporate tax rates13,065 9,590

Non-assessable income(3,092)(1,698)

Non-deductible expenses1,235 472

Under provision of income tax in previous year - current tax369 -

Under provision of income tax in previous year - deferred tax- 304

11,577 8,668


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%).

58
Scales Corporation Limited

Financial Statements


Opening

balance

Charged to

profit or loss

Charged to other

comprehensive

income

Foreign

exchange

movements

Closing

balance

$’000$’000$’000$’000$’000

Deferred tax liability

Taxable and deductible temporary differences

arise from the following:

31 December 2021

Deferred tax liabilities (assets):

Trade and other receivables(164)175 - - 11

Unharvested agricultural produce6,719 158 - - 6,877

Property, plant and equipment and computer

software12,514 887 2,501 83 15,985

Trade and other payables(748)(102)- - (850)

Lease liability and right-of-use asset (NZ IFRS 16)(676)(263)- - (939)

Other financial assets and liabilities, joint ventures

and pension plan7,951 - (6,088)(3)1,860

Net deferred tax liability25,596 855 (3,587)80 22,944

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

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 2021
59

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 202096,779 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

Additions14,825 2,568 7,428 684 (9,683)15,822

Disposals- - (304)(1,293)- (1,597)

Revaluation20,618 22 - - - 20,640

Effect of foreign currency translation109 - 202 1 10 322

Balance at 31 December 2021143,451 35,394 71,308 12,401 8,065 270,619

Accumulated depreciation,

and impairment

Balance at 1 January 2020- - 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

Depreciation expense1,745 3,026 4,512 1,160 - 10,443

Disposals- - (259)(1,247)- (1,506)

Revaluation(1,744)(3,026)- - - (4,770)

Reversal of impairment on

revaluation

(610)(1,040)- - - (1,650)

Effect of foreign currency translation- - 112 - - 112

Balance at 31 December 20211,264 800 44,986 9,700 - 56,750

Net book value

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

As at 31 December 2021142,187 34,594 26,322 2,701 8,065 213,869

60
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 2021 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 - $250 per square metre (2020: $5 - $283) and the capitalisation rates of 5.3% - 10%

(2020: 7.6% - 11%).

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 $31,600 to $176,800 per hectare (2020: $28,300 to $135,000).

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 $64,114,000 (31 December 2020:

$50,794,000).

Apple trees carried at fair value

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

B.Agr (Rural Val), Dip Bus Std, FNZIV, FPINZ of Logan Stone Limited as at 31 December 2021.

The market valuations completed by Boyd Gross were based on a discounted cash flows 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:

20212020

Production levels (gross tray carton equivalent (tce)) per hectare3,262 - 7,5992,277 - 7,105

Orchard gate returns per tce$25.00 - $40.00$24.75 - $37.62

Orchard costs per tce$13.63 to $31.14$12.95 to $41.83

Discount rate15.5% - 16.5%14.84% - 17.84%

C1. Property, Plant and Equipment (continued)

Annual Report - Year Ended 31 December 2021
61

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 $15,421,000 (31 December 2020: $16,673,024).

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

Total Hectares Planted

20212020

Premium varieties:

NZ Queen207 210

Pink Lady118 121

Red sports (Fuji and Royal Gala)264 265

Other premium173 169

Traditional varieties:

Braeburn89 101

Royal Gala160 177

Other traditional150 158

1,161 1,201


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 geographical spread of orchards, 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

20212020

$’000$’000

Balance at beginning of the year24,022 21,619

Decrease due to harvest(24,022)(21,619)

Development expenditure25,931 24,460

Fair value adjustment(1,370)(438)

Balance at end of the year24,561 24,022

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 the:

20212020

Production levels (tonnes per hectare per annum)27 - 13137 - 159

Orchard gate returns per tce$24 to $57$22 to $48

Risk adjusting discount rates 46% to 64%43% to 61%

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.

62
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

20212020

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.

20212020

$’000$’000

Current assets31,656 35,738

Non-current assets35,461 36,430

Current liabilities(9,559)(13,616)

Non-current liabilities(5,457)(6,245)

Net assets52,101 52,307

Group's share in the net assets of equity accounted entities (50%)26,051 26,154

Carrying amount of investment in equity accounted entities26,051 26,154

The above amounts of assets and liabilities include the following:

Cash and cash equivalents545 1,627

Current financial liabilities (excluding trade and other payables and provisions)(1,425)(2,441)

Non-current financial liabilities (excluding trade and other payables and provisions)(2,466)(2,790)

Revenue71,223 61,541

Profit for the year after tax6,325 4,446

Other comprehensive income attributable to the owners of the company2,030 1,416

Total comprehensive income8,355 5,862

The above profit for the year includes the following:

Depreciation and amortisation1,793 1,576

Interest expense400 295

Income tax expense1,352 1,559

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 taxation3,829 3,003

Share of income tax(667)(780)

Share of other comprehensive income (net of tax)(1,015)708

Share of net profit for the year and total comprehensive income2,147 2,931

Carrying value at beginning of the year26,154 24,973

Interest retained (foregone) in Meateor Pet Foods Limited Partnership- (250)

Dividends and distributions paid by equity accounted entities(2,250)(1,500)

Investment in equity accounted entities26,051 26,154

Annual Report - Year Ended 31 December 2021
63

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 $1,464,676 (2020: $1,096,301).

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

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

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

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

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

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

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

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

the Group’s interest in that joint venture, the Group discontinues recognising its share of further losses. Additional losses are

recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the

joint venture.

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

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

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

goodwill, which is included within the carrying value of the investment. The requirements of NZ IAS 36 Impairment of Assets are

applied to determine whether it is necessary to recognise any impairment loss.

The Directors have assessed the investment in Meateor Pet Foods Limited Partnership (“LP”) for impairment, considering the LP

budget for 2022 adopted by Group Board of Directors, as well as the growth assumptions for the following years, including the

terminal growth rate, when considering the carrying value of the investment in the LP.

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 minimum 5 year period based on the LP budget for 2022 adopted by Group Board of Directors and

growth assumptions for following years, as well as the terminal growth rate.

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

$19.4 million carrying value of the investment in the LP.

Key assumptions:

Pre-tax discount rate11.45%

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

Overhead cost growth rate in years 1-53.10%

Terminal growth rate beyond year 52.20%


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

external sources.

C4. Goodwill

20212020

$’000$’000

Gross carrying amount

Balance at beginning of the year41,905 43,784

Effect of foreign currency exchange differences1,487 (1,879)

Balance at end of the year43,392 41,905

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.

20212020

$’000$’000

Horticulture - Fern Ridge5,702 5,702

Horticulture - Mr Apple8,531 8,531

Food Ingredients - Shelby27,204 25,717

Logistics1,955 1,955

43,392 41,905

As at 31 December 2021, 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.

64
Scales Corporation Limited

Financial Statements

C4. Goodwill (continued)

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:

20212020

Pre-tax discount rates10-13%10-13%

Annual growth rates3%2%

The Directors consider that any reasonably possible changes in the key assumptions would not cause the carrying amount of any of

the CGUs to exceed their recoverable amount.

C5. Inventories

20212020

$’000$’000

Finished goods 25,041 20,871

Other 4,600 4,934

29,641 25,805

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.

Annual Report - Year Ended 31 December 2021
65

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 142,394,837 fully paid ordinary shares (2020: 142,090,521) less treasury stock of 1,230,166

shares (2020: 1,580,229 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

20212020

Fully paid ordinary shares

Opening balance142,090,521 141,579,238

Share Scheme - shares issued304,316 511,283

Closing balance142,394,837 142,090,521

Treasury stock

Opening balance1,580,229 1,383,659

Share Scheme - shares issued304,316 511,283

Share Scheme - shares forfeited and sold(61,074)-

Share Scheme - shares fully vested(593,305)(314,713)

Closing balance1,230,166 1,580,229


The available subscribed capital of $47,456,844 (2020: $46,072,206) 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.

20212020

$’000$’000

Movement in share capital related to share-based payments:

Equity-settled employee benefit share scheme vested

Interest-free loan became full recourse1,324 397

Accumulated share option value reclassified from reserve into share capital1,251 536

Accumulated dividends reclassified from retained earnings into share capital295 165

2,870 1,098

66
Scales Corporation Limited

Financial Statements

D2. Reserves

Revaluation

Cash flow

hedge

Share

of joint

ventures

Equity-

settled

employee

benefits

Foreign

exchange

translation

Pension

plan

reserve

Total

reserves

$’000$’000$’000$’000$’000$’000$’000

Balance at 1 January 202055,869 4,927 151 1,640 (76)- 62,511

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

Transfer to 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


Other comprehensive income (loss)22,909 (14,926)(731)- 692 191 8,135

Transfer to retained earnings(2,224)- - - - - (2,224)

Recognition of share-based payments- - - 726 - - 726

Shares fully vested- - - (1,251)- - (1,251)

Balance at 31 December 202186,310 5,021 (70)1,277 (168)(210)92,160

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 three years from the date of acquisition of those shares.

The shares are held by a custodian during the restricted 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

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 - (12,177)- 249,179

28 June 2019 - FY18R28 June 20224.06214,285 - (13,547)- 200,738

30 April 2020 - FY1930 April 20233.20301,657 - (10,313)- 291,344

28 June 2020 - FY19R28 June 20234.19209,626 - (15,115)- 194,511

30 April 2021 - FY2030 April 20243.20- 304,316 (9,922)-294,394

Total1,580,229 304,316 (61,074)(593,305)1,230,166

Annual Report - Year Ended 31 December 2021
67

Financial Statements

D2. Reserves (continued)

The weighted average share price for shares that vested during 2021 was $4.76.

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 restricted 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:

20212020

FY20FY19FY19R

Issue date share price, $4.55 4.90 4.96

Expected share price volatility, %23 21 21

Option life, years3 3 3

Risk-free interest rate, %0.41 0.51 0.14

Exercise price, $3.20 3.20 4.19

Fair value, at the grant date, $1.54 1.83 1.12

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.

D3. Dividends Attributable to Equity Holders of the Company

20212020

$’000$’000

Final dividend paid - 9.50 (2020: 9.50) cents per share13,413 13,357

Interim dividend declared - 9.50 (2020: 9.50) cents per share13,419 13,359

26,832 26,716

All above dividends were fully imputed.

The 2021 interim dividend was declared on 8 December 2021 and paid on 14 January 2022.

D4. Imputation Credit Account

20212020

$’000$’000

Balance at end of the year20,895 20,773

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.

68
Scales Corporation Limited

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.

20212020

Profit attributable to equity holders of the Company ($000s):26,925 21,025

Weighted average number of shares:

Ordinary shares140,900,047 140,402,514

Effect of dilutive ordinary shares (non-vested Senior Executive Share Scheme)351,554 467,735

Weighted average number of Ordinary Shares for diluted earnings per share 141,251,601 140,870,249

Earnings per share (cents):

Basic19.1 15.0

Diluted19.1 14.9

Annual Report - Year Ended 31 December 2021
69

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’ (FVTPL) and

‘measured at amortised cost’.

The classification depends on the business model for managing the financial asset and the cash flow characteristics of the financial asset

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

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at FVTPL 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 twelve-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, twelve-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial

instrument that are possible within twelve 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 net of 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 twelve months and it is not

expected to be realised or settled within twelve 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.

70
Scales Corporation Limited

Financial Statements

E1. Trade and Other Receivables

20212020

$’000$’000

Trade receivables23,945 14,151

Interest receivable372 585

Other receivables1,224 1,091

Owing by entity accounted for using the equity method- 157

Goods and services tax3,117 3,468

28,658 19,452

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 36.87% (2020: 5 customers who represented

38.07%) of trade and other receivables.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within one month, and

for which provision for ECL 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 month5,740 2,316

2 months1,508 616

More than 2 months2,260 2,169

9,508 5,101

There was no material ECL based on Group assessment as at 31 December 2021 (2020: nil).

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.

Annual Report - Year Ended 31 December 2021
71

Financial Statements

E2. Other Financial Assets

Current:

20212020

$’000$’000

At fair value:

Foreign currency derivative instruments5,923 12,688

5,923 12,688

Non-current:

At fair value:

Foreign currency derivative instruments10,185 17,572

Interest rate swap contracts and forward rate agreements198 -

Shares in unlisted companies184 184

At amortised cost:

Employee loans507 387

11,074 18,143

E3. Trade and Other Payables

Trade payables11,551 13,707

Accruals6,858 6,494

Employee entitlements5,057 4,916

23,466 25,117

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 replaced existing Multi-Option Facility Agreements with Coöperatieve Rabobank U.A., New Zealand Branch (“Rabobank”)

and Westpac New Zealand Limited (“Westpac”) with new agreements on 11 November 2021. The existing facility agreement with

ANZ bank New Zealand Limited (“ANZ”) was also replaced with a new agreement on 11 November 2021. The USD denominated

loans are designated as a hedge of net investment in foreign operations.

Facility limitUndrawn facility

2021202020212020

Facility$’000$’000$’000$’000

Rabobank term facility, NZD1,000 10,000 - -

Rabobank term facility, USD11,635 11,635 - -

Rabobank seasonal facility, NZD1,000 1,000 1,000 1,000

Westpac term facility, NZD1,000 10,000 - -

Westpac term facility, USD11,635 11,635 - -

Westpac seasonal facility, NZD1,000 1,000 1,000 1,000

ANZ overdraft, NZD1,000 1,000 1,000 1,000

The floating interest rate is 1.22% to 2.17% (2020: 1.25% to 2.44%) and the term borrowing facility expiry date is 1 July 2024.

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

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

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

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

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

Charging Group Companies as at 31 December 2021 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.

72
Scales Corporation Limited

Financial Statements

E4. Borrowings (continued)

Seasonal facility

Other current

borrowingsTerm borrowings

202120202021202020212020

$’000$’000$’000$’000$’000$’000

Seasonal (current) and term (non-current)

borrowings:

Opening balance- - 860 - 52,199 54,551

Drawdowns- 3,000 - 955 - -

Repayments- (3,000)- - (18,000)-

Loans forgiven- - (860)- - -

Effect of foreign currency translation- - - (95)1,861 (2,352)

- - - 860 36,060 52,199

E5. Other Financial Liabilities

20212020

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

Foreign currency derivative instruments1,822 35

Interest rate swap contracts and forward rate agreements173 618

Put option5,415 3,647

7,410 4,300

Non-current financial liabilities at fair value:

Foreign currency derivative instruments6,387 366

Interest rate swap contracts and forward rate agreements- 554

Put option1,951 1,602

8,338 2,522

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.

Annual Report - Year Ended 31 December 2021
73

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

202120202021202020212020

%%$’000$’000$’000$’000

Maturity date

- Interest rate swap contracts:

Within 1 year- 4.62 - 10,000 - (323)

2-5 years1.20 3.25 16,101 10,000 25 (849)

After 5 years- - - - - -

16,101 20,000 25 (1,172)

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.

20212020

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

$’000$’000$’000$’000

Impact on net profit after tax(14)14 192 (192)

Impact on cash flow hedge reserve net of tax460 (485)238 (247)

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:

20212020

Contract ValueFair ValueContract ValueFair Value

$’000$’000$’000$’000

Sale commitments forward foreign exchange contracts315,284 1,754 217,512 14,979

Sale commitments foreign exchange options171,680 6,145 106,640 14,880

74
Scales Corporation Limited

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 2022 to 2026 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.

20212020

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

$’000$’000$’000$’000

Impact on net profit after tax(494)546 (273)302

Impact on cash flow hedge reserve net of tax(16,811)15,552 (11,694)10,811

E8. Categories of Financial Instruments

2021 2020

$’000$’000

Financial assets:

Amortised cost61,446 63,789

Derivative instruments in designated hedge accounting relationships16,108 30,260

Fair value through profit or loss184 184

77,738 94,233

Financial liabilities:

Amortised cost75,141 92,919

Derivative instruments in designated hedge accounting relationships8,382 1,573

Fair value through profit or loss7,366 5,249

90,889 99,741

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

Annual Report - Year Ended 31 December 2021
75

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

2021

Trade and other payables23,466 - - 23,466

Dividend declared13,419 - - 13,419

Put options5,415 - 1,951 7,366

Borrowings165 500 37,055 37,720

Interest rate swaps and forward rate agreements96 292 1,293 1,681

42,561 792 40,299 83,652

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

76
Scales Corporation Limited

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

2021 2020Balance 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.

Annual Report - Year Ended 31 December 2021
77

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

20212020

$’000$’000

Commitments entered into in respect of apple trees purchases as at balance date1,264 289

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 permits a lessee not to separate non-lease components, and instead account for any lease and

associated non-lease components as a single arrangement.

78
Scales Corporation Limited

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 202074,078 214 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

Additions5,212 451 1,651 7,314

Depreciation expense(6,372)(180)(2,208)(8,760)

Balance at 31 December 202171,667 300 4,464 76,431

20212020

$’000$’000

Amounts recognised in profit and loss

Depreciation expense on right-of-use assets8,760 8,301

Interest expense on lease liabilities2,964 2,981

Expense relating to short-term leases and low-value assets2,319 2,960

Lease liabilities

Current10,237 10,053

Non-current69,481 70,190

Maturity analysis (undiscounted cash flows)

Year 110,244 10,053

Year 29,205 9,003

Year 38,613 8,089

Year 48,083 7,535

Year 57,451 7,146

Onwards59,860 61,983

103,456 103,809

Cash outflows for leases

Interest on lease liabilities2,964 2,981

Repayments of lease liabilities7,839 7,300

Short-term leases and low-value asset leases2,319 2,960

13,122 13,241

Annual Report - Year Ended 31 December 2021
79

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.

Key management personnel remuneration

The compensation of the directors and executives, being the key management personnel of the Group, is as follows:

20212020

$’000$’000

Short-term employee benefits2,986 2,784

Share-based payments416 367

Post-employment benefits99 95

3,501 3,246

During 2021, 1,201,923 (2020: 1,062,451) shares were on issue to key management personnel in accordance with the Share

Scheme described in note D2.

Transactions with equity accounted entities

Revenue from sale of goods1,623 1,189

Revenue from services4,547 3,910

Dividends and distributions received2,250 1,500

Trade receivables at balance date479 257

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 arose in consequence of the collapse of the roof of a leased coldstore located in Hastings, Hawke’s Bay.

The material damage component of the claim was settled during the current year. The business interruption component of the claim

was also agreed and partially settled during the current year.

The risk was fully reinsured, and there was no impact on net income or net assets of the Group.

Claim expense and reinsurance revenue recorded during the year are disclosed in Note B3. Preliminary payments from reinsurers paid

to the insured party were recorded as claim expense and reinsurance revenue in previous years.

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.

80
Scales Corporation Limited

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 at the Red Level of the COVID-19 Protection

Framework in New Zealand with strict border restrictions remaining in place and contact tracing encouraged.

The Group operations outside of New Zealand continue to be also 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 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 ECL, 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 the United States of America by way of government loans during 2020. These loans may be

forgiven if the eligibility criteria are met. These criteria were met during 2021 and therefore the Group recognised $866,000 as other

income in the consolidated statement of comprehensive income.

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.

Annual Report - Year Ended 31 December 2021
81

Financial Statements

Employee temperature checking at Meateor

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 2021, 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 44 to 80, present fairly,

in all material respects, the consolidated financial position of the Group as at 31 December 2021, 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 $2.0 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.

82

Scales Corporation Limited

Financial Statements

Financial Statements

Key audit matterHow our audit addressed the key audit matter
Valuation of Unharvested Agricultural Produce

Unharvested agricultural produce growing on

bearer plants (apples) is measured at fair value

less costs to sell in accordance with NZ IAS 41

Agriculture.

The Group’s unharvested agriculture produce

was valued at $24.6 million at balance date as

described in note C2. A revaluation loss of $1.4

million is recorded in profit or loss.

Fair value less costs to sell is calculated by the

Group using a discounted cash flow model. The

model includes significant unobservable inputs

and assumptions including, for each variety, the

forecast production per hectare per annum by

weight, expected 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/climate or market risks, that would

impact the current crop valuation, including consideration of the impact of

COVID-19;

• Assessing and challenging the reasonableness of the risk-adjusting discount

rates;

• 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 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 for production per hectare and sales prices; and

• 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 $34.6 million. A revaluation gain of $3

million has been recorded in other comprehensive

income, with an impairment reversal of $1 million

noted on revaluation.

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 is 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 and the discount rate used in the orchard valuation

calculations 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 (“2020 valuation”) and determining whether any changes to the

methodology were appropriate;

• Checking the mechanical accuracy of the discounted cash flow models on a

sample basis;

• Challenging the reasonableness of the key assumptions by comparing them to

the 2020 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 2020 valuation. We compared the

production levels per hectare to internal production data for the 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 2020-year

valuation and actual costs incurred.

–We challenged the discount rates by comparing them with 2020 valuation

discount rates and considering the risks associated with the orchards.

Annual Report - Year Ended 31 December 2021

83

Financial StatementsFinancial 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

do 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.

84

Scales Corporation Limited

Financial Statements

Financial Statements

Key audit matterHow our audit addressed the key audit matter

Impairment Assessment of the Investment in Meateor Pet

Foods Limited Partnership (“LP”)

Our procedures included:

• Obtaining an understanding of both the LP and the Group

impairment models, including key assumptions and how they

have changed from the prior year.

• Challenging the reliability of the growth rates by comparing the

forecasts underlying the growth rates to historical forecasts and

actual results of the underlying businesses (where applicable).

This also included consideration of the impact of COVID-19 on

both forecast revenue and profitability of the LP;

• Considering the sensitivity analysis for key assumptions in

the models;

• Agreeing a sample of future cash flows to LP Board

approved forecasts;

• Testing the mathematical integrity of the model; and

• Assessing the independence and expertise of the expert that

reviewed the LP impairment model.

We used our internal valuation specialists to assist with evaluating

the LP model and challenging the key assumptions. The procedures

of the specialist included:

• Evaluating the appropriateness of the valuation methodology;

• Evaluating the 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.

As disclosed in note C3 the Group holds a 50% investment

in Meateor Pet Foods Limited Partnership, a joint venture. The

entity is an equity accounted investment with a carrying value

of $19.4 million at 31 December 2021.

The Group has assessed the investment in the LP for impairment

in the current year. A value in use discounted cash flow

methodology was used to determine the recoverable amount of

the investment in the LP at 31 December 2021.

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.

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 prior year performance of the LP being

below expectations and the significance of the balance to the

financial statements.

Nicole Dring, Partner
for Deloitte Limited

Christchurch, New Zealand

23 February 2022

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 2021

85

Financial Statements

86
Scales Corporation Limited

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,

with the exception noted below. 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 Board notes that in 2021 it did not comply with

recommendation 8.5, regarding posting the Annual Shareholders’ Meeting notice on its website at least 20 working days prior to

the meeting. This was due to an administrative oversight, which the Company will ensure is not repeated.

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 December 2021 and is reviewed annually.

This Corporate Governance Statement was approved by the Board on 18 March 2022.

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. 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 2021 the Company’s Ethical Reporting Hotline (Report It Now/EthicsPro) was upgraded. Following the Anti-Bribery and

Corruption training undertaken in 2020, further training is planned for 2022.

The Code of Ethics is subject to annual 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 results for that period.

Annual Report - Year Ended 31 December 2021
87

Corporate Governance

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.

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.

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 2021 the Board had 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.

88
Scales Corporation Limited

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 39 – 40 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. Qi Xin is a senior Director of a department within China Resources Enterprise,

Limited, the parent company of China Resources Ng Fung Limited, holder of a 15.1% shareholding in the Company. Mr Qi 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 Code are used for this purpose, which for 2021 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 102.

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. As noted at the 2021 Annual Shareholders’ Meeting, shareholders can expect to

see a planned and orderly succession of the existing Board over time. New Directors will be required to have appropriate experience

and qualifications, and an increase in Board diversity is also desirable. In 2021, the Board commenced a succession process and

engaged an external advisor, Boardworks, to assist with this. The aims of the process are to:

• Identify future Board requirements, in terms of skills, Director numbers and diversity

• Conduct a broad search for candidates that match the determined requirements

• To ensure a smooth transition of new Directors

Progress on this succession process will be reported to shareholders during 2022, including at the 2022 Annual Shareholders’ Meeting.

Director period of appointment

0-3 years3 – 9 years9 years +

Number of Directors214

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 2021 are included in the Director Disclosure

section on page 102.

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 fifth Future Director, Kelly Brown, commenced a

12-month term on 9 June 2021.

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.

Annual Report - Year Ended 31 December 2021
89

Corporate Governance

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

• 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

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 2021As at 31 December 2020

PositionFemaleMaleFemaleMale

Director1 (14%)6 (86%)1 (14%)6 (86%)

Senior Managers0 (0%)4 (100%)1 (20%)4 (80%)

Management Team (excluding

Senior Managers)

6 (33%)12 (67%)6 (40%)9 (60%)

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.

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.

90
Scales Corporation Limited

Corporate Governance

Attendance at Meetings

The table below sets out Director attendance at Board and Committee meetings during the year ended 31 December 2021.

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 Borland1010----5488

Tim Goodacre1010--66----

Nick Harris101055----88

Mark Hutton1010556655--

Alan Isaac101055------

Sun Qiang22--------

Lai Po Sing,

Tomakin

88--------

Nadine Tunley1010------88

Qi Xin----------

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 6 occasions during the year.

Annual Report - Year Ended 31 December 2021
91

Corporate Governance

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 8 occasions during the year.

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

• 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 5 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

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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 can be found at www.scalescorporation.co.nz/about-us/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.

Half year 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 at pages 16 – 23 of this report 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. The report includes 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 2021 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.

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93

Corporate Governance

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.

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

• Participation in any share-based incentive schemes

• Any golden handshake or parachute payments on their resignation as a Director

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 or specific subsidiaries, plus 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 2021 to 31 December 2021 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)-----

Nick Harris$74,000-$6,000-$9,000 (Chair)-

Mark Hutton$74,000$12,000 (Chair)$6,000--$9,000 (Chair)

Alan Isaac$74,000-$18,000 (Chair)$12,000--

Sun Qiang$18,855-----

Lai Po Sing, Tomakin$51,700-----

Nadine Tunley$74,000---$6,000-

Qi Xin$3,445-----

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(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 2021 to 31 December 2021 is set out in the

remuneration bands detailed below:

Amount of RemunerationEmployees

$100,000-$110,00010

$110,001-$120,0007

$120,001-$130,0004

$130,001-$140,0006

$140,001-$150,0009

$150,001-$160,0006

$160,001-$170,00010

$170,001-$180,0004

$180,001-$190,0002

$190,001-$200,0003

$200,001-$210,0003

$210,001-$220,0002

$220,001-$230,0002

$240,001-$250,0001

$270,001-$280,0001

$280,001-$290,0001

$290,001-$300,0001

$320,001-$330,0002

$330,001-$340,0001

$370,001-$380,0001

$420,001-$430,0001

$550,001-$560,0001

$620,001-$630,0001

$700,001-$710,0001

$900,000-$910,0001

(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.

The mix of fixed and variable ‘at risk’ remuneration payable in respect of 2021 and 2020 was as follows:

CEONominated Executives

20212021

71%67%

FixedVariable

29%33%

20202020

76%69%24%31%

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

2021 was $908,161 (2020: $775,440).

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Corporate Governance

(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 2021, the CEO received $612,338 (2020: $537,693) in fixed annual remuneration.

The change includes an increase of ‘total fixed remuneration’ approved by Directors, in line with the findings of an external

benchmarking review.

(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, within issued Guidance

• At least 40% for meeting budget or target Underlying Net Profit after Tax and/or target Return on Capital Employed for the

Group or business unit, as detailed in the Annual Report

• Any balance for strategic objectives and other contributions

STI Scheme payments relating to the financial year ended 31 December 2021 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 2021 relating to the 2020 financial year. The actual amount paid for all nominated

executives in the STI Scheme for the 2020 year was $588,351 and the total liability for 2021 is $645,407, being 75% of the total

pool for the year.

The STI Scheme payment for the CEO relating directly to the financial year ended 31 December 2021 has been approved for

payment, with the CEO receiving $195,866 (2020: $144,000) being 100% of his maximum available bonus. The CEO’s financial

targets were 60% for meeting the target Underlying Net Profit after Tax for the Group and 40% for meeting the Group ROCE target

of 12.5%.

STI Scheme payment values are now set as a percentage of ‘total fixed remuneration’, being 30% for the CEO and between 10%

and 30% for other nominated executives for the financial year ended 31 December 2021. For the financial year ended 31 December

2021 there were 27 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 2021 year, ad hoc bonuses for nominated executives,

of $216,887, have been accrued for payment in 2022. The criteria for ad hoc bonus payments for 2020 and 2021 were i) total

STI payments were capped to the total bonus pool for the year and ii) Total Shareholder Return (TSR) to shareholders, including

dividends, exceeded 15%.

(iv) Variable remuneration – LTI Scheme

The LTI Scheme has been designed to link reward with key performance indicators that drive sustainable growth in shareholder value

over the long-term. The objectives of the LTI Scheme are to:

• Align the 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 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 449,917 shares

vest, on 30 April 2022 and 28 June 2022 (as detailed in the table on page 96). 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 now set as a percentage of their ‘total

fixed 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 2021 year is the achievement of a gross TSR of 15.0% over the reference

share price of either i) the IPO price (equivalent to $3.20 for 2021) or ii) for all new participants is set at the time of joining the

scheme (see table on page 96).

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Scales Corporation Limited

Corporate Governance

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 total fixed remuneration, being 30% for the CEO and between 10% and 20%

for other nominated executives in respect of the financial year ended 31 December 2021. For the financial year ended 31 December

2021, there were 46 nominated executives in the LTI Scheme, a decrease of 4 from the 2020 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. The total number of shares issued in relation

to this refresh was 630,934.This refresh allocation replaced the highly successful original IPO allocation and the Board believes it was

consistent with the objective to encourage executives to think and act like owners.

During the financial year ended 31 December 2021, 304,316 shares were allocated under the LTI Scheme relating to the 2020

financial year, with matching interest free loans of $971,788, an average of $3.20 per share. The CEO will receive 51,608 shares in

the Company under the LTI Scheme relating to the financial year ended 31 December 2021, compared to 46,875 shares relating to

the previous year. As at the end of the financial year ended 31 December 2021, the total balance owing under the loans advanced

to the CEO under the LTI Scheme was $997,062, with $1,860,309 to senior management and $1,303,443 to other nominated

executives. Note that under current accounting treatment, loans relating to unvested shares are not recorded on the Company

balance sheet.

In total, the CEO at year end held 300,202 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 $506,515 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 2021 are as follows:

Number of shares

Grant dateVesting dateExercise price ($)Opening

balance

GrantedForfeitedVested and

exercised

Closing

balance

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 - (12,177)- 249,179

28 June 2019 - FY18R28 June 20224.06214,285 - (13,547)- 200,738

30 April 2020 - FY1930 April 20233.20301,657 - (10,313)- 291,344

28 June 2020 - FY19R28 June 20234.19209,626 - (15,115)- 194,511

30 April 2021 - FY2030 April 20243.20- 304,316 (9,922)- 294,394

Total 1,580,229 304,316 (61,074)(593,305)1,230,166

The total cost of the LTI Scheme relating to share allocations made during 2021 was $467,125. 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 2021 is

$726,769. 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 2021 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

20212020$701,981$726,769

2022*$495,638

2023*$231,771

2024*$27,160

*The forecast years assume no further allocations.

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97

Corporate Governance

(v) 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

20212017$1,270,022$4.70

20212018 Refresh$253,603$4.88

(vi) 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

share 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.

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

• 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.

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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 16 – 23 of this report.

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.

The External Auditor Independence Policy is available in the Governance section of the Company’s website. Deloitte Limited is

the Company’s external auditor. Nicole Dring was appointed as the audit engagement partner for the 2021 audit, following the

retirement from Deloitte of Paul Bryden. Paul was the audit engagement partner for the 2019 and 2020 audits.

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 $402,849 was paid for

assurance-related services (including $115,243 paid to Sheehan & Company for the audit of Meateor US 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 on an ongoing basis. During 2021, and coinciding with the retirement of the then current audit engagement partner,

a formal review of the external auditor was undertaken by the Audit and Risk Management Committee. This review included an

assessment of the auditors’ independence, expertise and partner rotation frequency.

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.

Annual Report - Year Ended 31 December 2021
99

Corporate Governance

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.

The Company continues to co-source engagements in the internal audit programme with KPMG, as required. A number of such

engagements are being planned for 2022.

Principle 8 – Shareholder Relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourages 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 Shareholders’

Meetings historically have been held in Christchurch, reflecting the head office location for the Company, and the historical

shareholder base. Following a request from the Board that Annual Shareholders’ Meetings be periodically held outside of Christchurch

to ensure the increasingly diverse investor base has an opportunity to participate in meetings, the 2019 meeting was held in Napier.

The 2020 and 2021 meetings were disrupted by COVID-19. Despite this disruption, the 2021 meeting was successfully held as a

hybrid meeting, with shareholders having the ability to either attend in person or to view the meeting, and to also vote and ask

questions, virtually. It is the intention to continue this practice, to enable the widest possible shareholder participation.

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.

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, virtually 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.

100
Scales Corporation Limited

Corporate Governance

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. Unfortunately, the Notice of Meeting for the 2021 Annual Shareholders’ Meeting was circulated

to shareholders late, and consequently did not meet the recommended 20 working day period. The Company will ensure that this

oversight does not happen again.

Annual Report - Year Ended 31 December 2021
101

Director Disclosures

Director Disclosures

Directors

The following persons were Directors of Scales and its subsidiaries during the year ended 31 December 2021:

Scales Corporation Limited

Andrew BorlandExecutive Director

Tim GoodacreIndependent Chair

Nick HarrisIndependent Director

Mark HuttonIndependent Director

Alan IsaacIndependent Director

Lai Po Sing, Tomakin (resigned 13 September 2021)Director

Sun Qiang (Appointed 13 September 2021, resigned 14 December 2021)Director

Nadine TunleyIndependent Director

Qi Xin (Appointed 15 December 2021)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
102

Director Disclosures

Interests Register

The following entries were made in the interests register of Scales and its subsidiaries during the period 1 January 2021 to

31 December 2021:

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 2021 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 Borland46,875Beneficial ownerAcquisition$3.20 per share7 April 2021

Andrew Borland233,659Beneficial ownerDisposal$4.64 per share1-7 July 2021

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 2021 to 31 December 2021 are as follows:

Scales Corporation Limited

Andrew Borland

Akaroa Salmon LimitedCeased as Chair and as a Director

Mark Hutton

New Zealand Rugby Union IncorporatedAppointed as a Board Member

Nadine Tunley

Central Plateau Honey GP LimitedCeased as a Director

Oha Honey North America LimitedCeased as a Director

Oha Owhaoko Honey GP LimitedCeased as a Director

Primary Industry Training OrganisationCeased as Chair and as a Director of the selection panel

Te Pitau LimitedCeased as a Director

Tunley Enterprises LimitedCeased as a Director and as a Shareholder

The Strong Wall Action Group LimitedCeased as a Director

Plant & Food ResearchAppointed as a Director

Nga

-

Pouwhiro TaimatuaAppointed as a Member

Relevant Interests

The table below records the Scales ordinary shares in which each Director had a relevant interest as at 31 December 2021.

DirectorNumber of Ordinary Shares –

Beneficial

Number of Ordinary Shares –

Non-Beneficial

Andrew Borland300,202500,000

Tim Goodacre15,625Nil

Nick Harris100,000Nil

Mark HuttonNil604,961

Alan Isaac25,0003,000

Nadine TunleyNilNil

Qi XinNilNil

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.

Annual Report - Year Ended 31 December 2021
103

Director Disclosures

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 2021 was $287,106. There were no fees paid to Deloitte

Limited for non-assurance work during the year. In addition, audit fees of $115,743 were payable to Sheehan & Company during

the year ended 31 December 2021, for their audit of Meateor US LLC and its subsidiaries.

Shareholder Information

Spread of Shares

Set out below are details of the spread of shareholders of Scales as at 31 January 2022:

Number of ShareholdersNumber of Shares Held% of Shares Held

Under 2,0001,396 1,354,756 0.95

2,000 to 4,9991,537 4,659,317 3.27

5,000 to 9,999950 6,218,975 4.37

10,000 to 49,999841 15,211,885 10.68

50,000 to 99,99973 4,827,701 3.39

100,000 and over63 110,122,203 77.34

20 Largest Shareholders

Set out below are details of the 20 largest shareholders of Scales as at 31 January 2022:

ShareholderNumber of Shares% of Shares

New Zealand Central Securities Depository Limited30,812,848 21.63

Custodial Services Limited25,633,152 18.00

China Resources Ng Fung Limited21,500,000 15.09

FNZ Custodians Limited10,192,790 7.15

New Zealand Depository Nominee Limited2,321,887 1.63

John Grant Sinclair & Camille Elizabeth Sinclair2,241,000 1.57

JB Were (NZ) Nominees Limited1,881,562 1.32

FNZ Custodians Limited1,511,649 1.06

Scales Employees Limited1,226,651 0.86

PT (Booster Investments) Nominees Limited1,051,615 0.73

John Grant Sinclair1,038,410 0.72

Forsyth Barr Custodians Limited1,009,257 0.70

Sirius Capital Limited604,961 0.42

Hobson Wealth Custodian Limited579,458 0.40

Andrew James Borland & Gina Dellabarca & Mark Andrew Bolton 500,000 0.35

FNZ Custodians Limited396,451 0.27

Forsyth Barr Custodians Limited382,634 0.26

Woolf Fisher Trust Incorporated 340,000 0.23

Paul Hewitson & Christopher John Stark330,000 0.23

MA Capital Limited 328,772 0.23

Substantial Product Holders

Set out below are details of the substantial product holders of Scales as advised by notice to Scales at 31 December 2021.

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 2021.

NameNumber of SharesClass of Shares

China Resources Ng Fung Limited21,500,000Ordinary

Harbour Asset Management Limited and Jarden Securities Limited15,084,439Ordinary

The total number of Scales Corporation Limited ordinary shares on issue as at 31 December 2021 was 142,394,837.

Scales Corporation Limited
104

Director Disclosures

Other Information

NZX Waivers

Scales did not rely upon any waivers granted by NZX Limited during the year ended 31 December 2021.

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 2021.

Donations

Donations of $2,060 were made by Scales during the year ended 31 December 2021.

Annual Report - Year Ended 31 December 2021
105

Scales Corporation Limited
106

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

CAGRCompound Annual Growth Rate

Capital EmployedCapital Employed is calculated as non-current assets plus working capital (excluding cash,

overdrafts and borrowings, NZ IFRS 16 lease liability, dividends declared, derivative assets/liabilities

and employee loans)

COP2626th UN Climate Change Conference of the Parties

EBITEarnings Before Interest and Tax

EBITDAEarnings Before Interest, Tax, Depreciation and Amortisation

EECAEnergy Efficiency & Conservation Authority

EPSEarnings Per Share

ERMEnterprise Risk Management

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

GAPGood Agricultural Practices

GHGGreenhouse Gas

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

IPOInitial Public Offering

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

tCO2eTonnes of CO2 equivalent

TEUA Twenty-foot Equivalent Unit is 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 7 for definition and pages 36-37 for reconciliation to GAAP (NZ IFRS)

profit measures.

Glossary

Annual Report - Year Ended 31 December 2021
107

Directory

Board of Directors

Tim Goodacre (Chair)

Andrew Borland (Managing Director)

Nick Harris

Mark Hutton

Alan Isaac

Lai Po Sing, Tomakin (Resigned on 13 September 2021)

Sun Qiang (Appointed 13 September 2021, resigned

14 December 2021)

Nadine Tunley

Qi Xin (Appointed 15 December 2021)

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

Coöperatieve Rabobank U.A., New Zealand Branch

Level 4

32 Hood street

Hamilton 3204

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

Directory

52 Cashel Street, Christchurch 8013, New Zealand
www.scalescorporation.co.nz

Scales Corporation Limited

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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.