2021 Annual Report
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.
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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.
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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.
Annual Report - Year Ended 31 December 2021
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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95
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.