AoFrio Limited/Announcement
AoFrio Limited logo

Wellington Drive Technologies 2016 Annual Report

Annual Report14 March 2017AOFFinancials

Get Connected
Annual Report 2016

2
ANNUAL REPORT 2016

Contents

Overview

1. Our Business

6. 2016 Business Highlights

7. Report of the Chairman and Chief Executive Officer

Our Company

16. Directors

17. Senior Management

Financial Statements

19. Statement of Comprehensive Income

20. Statement of Movements in Equity

21. Statement of Financial Position

22. Cash Flow Statement

24. Basis of Preparation

27. Results for the Year

32. Operating Assets and Liabilities

38. Capital and Financing Costs

41. Risk

44. Other Information

49. Independent Auditor's Report

Other Disclosures

54. Statutory Information

56. Shareholder Information

58. Corporate Governance

61. Directory

® is a registered Trade Mark of Wellington Drive Technologies Ltd

There are statements in this document that are “forward-looking statements”. As these forward-looking statements are predictive in nature, they

are subject to a number of risks and uncertainties relating to Wellington, its operations, the markets in which it competes and other factors (some of

which are beyond the control of Wellington). As a result of the foregoing, actual results and conditions may differ materially from those expressed or

implied by such statements. In particular, Wellington's operations and results are significantly influenced by the extent to which energy efficient motor

technology is promoted in Wellington's key markets, competitor product development and demand and pricing, fluctuations in key commodity prices

or costs in the countries of Wellington's suppliers, availability of key components, relative exchange rates and profitability of customers, all of which can

have a substantial impact on Wellington's results of operations and financial condition. Other risks include customer concentration risk and misuse of

Wellington's intellectual property.

Our Business
Our Mission

Wellington’s purpose is to deliver solutions to solve our customers’

refrigeration energy consumption and system control problems through

the development of Advanced Motors, Intelligent Control Solutions, and

‘Internet of Things’ Data services. Our Personal service, Reliable products,

Smart Solutions and Relentless pursuit of excellence will ensure we lead

the competition and build a world class company.

Our Strategic Pillars

Wellington’s strategy focuses on the commercial refrigeration market and two product lines supporting that market;

EC motors and Cloud Connected Refrigeration controllers. The launch of its ECR2 motor ensures that Wellington

continues to lead with its EC motor offering, and the introduction of its cloud connected SCS Connect platform

ensures that it is delivering advanced Internet of Things (IoT) equipment, software and services to its customers.

Wellington’s strategy is to deliver revenue growth and positive earnings by providing customers with innovative new

products supported by a low cost supply chain.

*SCS Connect models only

Develop & Grow

EC Motor

Business

Leverage Strategic

Partners to grow sales

and lower costs

Launch 'Cloud

Connected' Solutions

business

• 2013 - Continuous Cost Reduction - new supply chain

• 2015 - Diversified revenue streams

• 2016 - Continuous Product Innovation - ECR2

• 2017 and beyond - ECR2 Platform expansion

• 2014 - Open Vietnam supply chain with East West

• 2016 - Co-develop motors in new markets

• 2017 - Technology & channel partners

• 2018 - expand regional sales capability

• 2013 - SCS Connect development

• 2015 - Focus on brands & bottlers

• 2016 - Internet of Things 'solutions'

• 2017 - SCS Click retrofit device

• 2018 - Digital services expansion

The three pillars of the Company’s strategy are:

P Develop and grow the EC Motor business by focusing on customer driven product development, ‘bottle

cooler’ market growth plans, extending the sale of the ECR2 motor to supermarket and food service equipment

manufacturers, diversifying motor revenue streams from new geographical markets, improving and simplifying

business processes, and through continual cost reduction in the supply chain.

1

ANNUAL REPORT 2016

P Leverage strategic partners to grow sales and lower costs by focusing on accessing IoT and digital
technologies through strategic partnerships. Continue to improve margins through lower cost product design and

supply chain solutions and expand geographical reach with complimentary sales partnerships.

P Develop and grow a ‘Cloud Connected’ IoT solutions business by developing and delivering low cost

wireless refrigeration control hardware for retail brands, supermarkets and manufacturers. Taking the new SCS

Connect software platform to market and building on that platform with an expanded range of digital services,

delivering sales success by reducing total cost of ownership of the refrigeration system and improving the

operational and sales performance of the refrigerator.

Our Products

Wellington serves customers with its motor, airflow and ‘connected’ controller

solutions for use in beverage coolers, ice cream and food freezers and

supermarket display cases. The product portfolio offers a range of refrigeration

solutions designed to improve refrigeration efficiency, optimise airflow and reduce

the total cost of ownership by enabling customers to improve the management of

their refrigeration fleet.

Alongside its advanced Energy Efficient Motor products, Wellington also sells

a shaded pole motor range, branded AMV. Both motor product lines take

advantage of specially designed fan blades with motor and fan combinations

working together to improve energy consumption and optimise airflow.

In 2016 the sale of the Company’s new ECR2 Motor and SCS Connect Smart

Controller commenced and product adoption by customers accelerated rapidly.

‘Quiet and efficient’ - The ECR2 motor offers a step improvement in EC Motor

performance with lower noise, the ability to operate on any global mains voltage

and increased efficiency for supermarket and bottle cooler customers. ECR2’s

smart control features allow power consumption to be further reduced by tuning

airflow to the exact needs of the refrigeration system.

‘Get Connected’ - SCS Connect platform improves customers’ total

refrigeration system cost by simplifying maintenance and

predicting system faults, improving energy consumption and

providing connectivity capability. With Bluetooth Smart®

capability, SCS Connect controllers can connect

to Wellington’s SCS Connect System suite of

refrigeration fleet management software that

enables customers to more effectively monitor

and manage their coolers in the field. The

SCS Connect also features iBeacon®

capability for in-store marketing. Unlike

off-the-shelf iBeacons, SCS Connect

controllers have no batteries to run

down, will not go missing, and can

interact with the consumer via the

cooler itself.

2

ANNUAL REPORT 2016

Product Roadmap - The market response to both SCS Connect and ECR2 has been positive,
with meaningful sales in 2016, the first year in the life of both products. The feedback from

customers on both products informs us of the improvements and enhancements necessary to

improve reliability and provide additional functionality to solve customer problems.

Some examples of upgrades made to ECR2 within 2016 are improving the power cable

manufacturing process to ensure the product is even more robust and upgrading the plastics

to meet NSF food quality standards. Some examples of upgrades made to the SCS Connect

are additional firmware features to ensure the devices match specific customer cooler design

conditions and enhancing the cloud data-reporting offering. We rely on customer and field

feedback to ensure our products always meet market needs.

We continue to work on three core business development and product development areas:

1) An expanded portfolio of IoT devices, such as the SCS Connect, with software, data services

and digital marketing solutions that help customers connect with consumers and better

manage their cooler fleet and research into new wireless communications technologies and

techniques for measuring and monitoring merchandise sales performance.

2) Higher performance and higher-powered EC motors and airflow accessories to further improve

refrigeration performance and gain broader access to higher value commercial refrigeration

markets.

3) Joint product development initiatives with our American and Chinese strategic suppliers to

bring a new range of low cost and highly efficient motors to market. This is in line with our

market diversification strategy.

In all areas, but more specifically in IoT software and digital services, we will search for industry

partners to gain access to technologies and create the offerings that markets and customers

require.

3

ANNUAL REPORT 2016

Our People
Wellington’s improvement progress is built around the strength of its team and the depth of its customer relationships.

Our people work hard to develop compelling products, solve customers’ problems and reduce supply chain costs. The

team is dedicated to ensuring the business continually improves its performance and ultimately delivers a positive return

for shareholders. We feature below three key staff members who work every day to deliver value to our customers.

Sue Sieben – North America Customer Technical

Leader

“As the customer facing technical representative for Wellington in

North America, based in Chicago USA, I make sure our solutions

meet the customer’s needs from initial evaluation to end supply

for their cooling applications. Our customers demand high

quality products and often require me to come on site and train

them in the use of our motors and controllers. I also interface with

purchasing and material planning to ensure we deliver products on

time. We are told by our customers that our service sets us apart

– so we take pride in rapidly responding to customer’s requests

for support. One of the important aspects of our field technical

teams is to feedback improvement opportunities to the Auckland

based design team so we can ensure we are always updating our

products based on direct customer feedback.”

Michael Qiu – Software Architect, New Zealand

“I am part of the SCS Connect platform team working in the

Internet of Things area based in Auckland, New Zealand.

Wellington’s SCS Connect refrigeration controller collects a large

amount of telemetry from bottle coolers around the world. From

there, the data is retrieved wirelessly by mobile apps that our

team wrote, sent to highly available cloud infrastructure that our

team setup and processed by an ever expanding set of software

tools that our team has developed. From this process, we derive

valuable information for our customers, like purchasing patterns

and potential refrigeration hardware failures. This is all presented

in a highly interactive reporting application. It has been an exciting

time for me being part of the team that’s showing the industry

what's possible and seeing Wellington Drive progress beyond just

a hardware company.”

Lana Illingworth – Supply Chain Planner, New Zealand

“My office is in Auckland New Zealand and I am part of the team

that ensures we understand customer product demand and

manage our suppliers to ensure we deliver ‘on time every time’

performance. Our team must ensure that suppliers understand

what components they need to buy and also how purchase orders

are fulfilled. Sometimes we get very short notice orders from

customers, so that is where our supply chain team really shines,

chasing down urgent delivery needs and reacting well to service

our customers. Our rapid growth in 2016 meant we had a few

situations where we had to work with the supplier base to find

supply solutions that were not expected. This was a great problem

to solve and I am proud to be part of a team that can manage

through those growth challenges.”

Product flows

Americas Business Office

and Depots:

Queretaro, Mexico

Strategic Partner

East West

Manufacturing

Atlanta, USA

Customers:

Leading Food and Beverage Brands

Supermarket Retailers

Refrigeration Original Equipment Manufacturers

Regional Refrigeration Parts Distributors

EMEA Business Office:

Istanbul, Turkey

Strategic Suppliers:

Changzhou, China

Asia Pacific Business Office

Shanghai, China

Head Office,

Customer

Innovation

Centre and

Supply Chain

Management

Auckland,

New Zealand

Strategic Suppliers:

HCMC Vietnam and Penang,

Malaysia

Distributors and

sales agents

Wellington Drive Technologies

Global Customer Solutions Network

4

ANNUAL REPORT 2016

Our Supply Chain Network
Since 2004 Wellington has delivered over 7 million

motors to customers across 26 countries and has now

commenced shipment of its new Cloud Connected

Controller product platform.

Wellington’s global network supports its customers in

the development of their product needs, supply chain

delivery requirements and new technology roadmaps.

Customer-focused teams are located in New Zealand,

Mexico, Brazil, China, Singapore, Turkey, Italy, Canada

and the USA, working around the clock to ensure that

Wellington ‘delivers’ for customers.

With its supply chain partner factories in Vietnam,

China, and Malaysia specialising in motor mechanical

assembly, plastics design and injection moulding and

electronics manufacture, and regional distribution partners in the UK and USA, Wellington has the global reach to

ensure that customers receive personal attention with a high quality product range that is manufactured and delivered

on time.

Product flows

Americas Business Office

and Depots:

Queretaro, Mexico

Strategic Partner

East West

Manufacturing

Atlanta, USA

Customers:

Leading Food and Beverage Brands

Supermarket Retailers

Refrigeration Original Equipment Manufacturers

Regional Refrigeration Parts Distributors

EMEA Business Office:

Istanbul, Turkey

Strategic Suppliers:

Changzhou, China

Asia Pacific Business Office

Shanghai, China

Head Office,

Customer

Innovation

Centre and

Supply Chain

Management

Auckland,

New Zealand

Strategic Suppliers:

HCMC Vietnam and Penang,

Malaysia

Distributors and

sales agents

Wellington Drive Technologies

Global Customer Solutions Network

5

ANNUAL REPORT 2016

2016 Business Highlights
Revenue growth of 44%, increasing to $NZ35m,

with solid growth in all regions

Gross margin increased to 24% from 21.4% due

to product volume benefits and continued supply

chain productivity

SCS Connect and ECR2 contributed $6m in new

product sales

Positive EBITDA of $325,000

(adjusted for preference share revaluation)

SCS Connect and

ECR2 contributed

$6m in sales

Gross margin

increased to 24%

Revenue

increased 44%

$325,000

positive EBITDA

(adjusted)

6

ANNUAL REPORT 2016

2016 in Review
2016 was the year Wellington achieved its maiden EBITDA profit, a sure sign that the vigorous turnaround activity of

the past five years has completed and that we are now well into the next phase of the Company’s development and

growth journey.

The strategy we have embarked upon is delivering clear results as we develop a range of ‘Internet of Things’ products

and services for large food and retail brands, underpinned by our expertise in refrigeration motors, delivered through

a team of customer facing and development engineering experts, and

supported by a well executed low cost supply chain.

The Company sold a record 1.4 million motors in 2016, a year on year volume

increase of 33% which included 1.2 million EC motors. This growth was

achieved by ensuring that relationships with existing bottle cooler customers

were expanded and new customers were added in the supermarket and food

service sectors. Revenue grew in all of our sales regions, with Latin America

and the USA a particular highlight due to the enthusiastic adoption of our new

ECR2 and SCS Connect products. New motor customers were also added in

Europe and Asia.

As our field teams began to sell the ECR2 motor and SCS Connect products,

our development teams started to focus on the next iterations of the ECR2 and

SCS platforms, using field feedback from customers to help determine how to

best enhance those platforms.

The level of change and transformation in our supply chain settled down last year, allowing us to intensify our focus

on product delivery and execution. The supply chain structural improvements worked on in previous years helped

us achieve a Gross Margin of 24%, up from 21.4% in 2015. Cost

reduction is a core skill of the business and the team continue

to work on cost reduction programmes with all major

suppliers.

We continue to experience competitive price pressure

in some markets, mainly Europe and Latin America, so

Gross Margin gains were offset somewhat by selected

customer price reductions needed to grow share within

the bottle cooler market in those regions.

Growth performance in 2016 exceeded our expectations

with revenue growing to $35 million, a 44% increase over

2015 and doubling the 2014 revenue. The new SCS Connect and

ECR2 products contributed $6 million to reported revenue.

Wellington achieved its maiden full year EBITDA profit, with an EBITDA

profit adjusted (see note 1. on page 15) of $325,000, which was a $2.3 million

improvement on 2015. EBIT improved by $0.5 million to a $1.3 million loss. The

net loss for the year was $2.5 million impacted by the commencement of amortisation

of capitalised development costs for the ECR2 and SCS Connect products (an increase

in amortisation of $1.1 million), the revaluation of preference shares caused by exchange rate

movements ($121,000 loss) and interest costs on the preference shares of $1.0 million.

The board was especially pleased with the first year of sales for our two new products, the SCS Connect and ECR2.

Report of the Chairman and

Chief Executive Officer

7

ANNUAL REPORT 2016

Adjusted EBITDA Profit - NZD

Revenue Performance

In US Dollar terms, revenue in 2016 was $US25 million compared to $US17.4 million in 2015. Of the record 1.4 million

motors shipped in 2016, well over 100,000 were the new ECR2.

Revenue - Refrigeration USD

The revenue trend since we discontinued the ventilation business in 2013 and experienced the end-market related

weakness in 2014 has been one of steady growth. The team has added customers and added products, both of

which have contributed to this growth.

Fifteen new customers were added globally in 2016 with two of these customers being attracted by our SCS Connect

products. Importantly most of these new customers are focused in the supermarket display case and food service

market, as we expand beyond our traditional beverage market core.

Latin America: Our Latin American business grew by 44% versus 2015, from US$11.5 million to US$16.6 million.

We added two new motor customers in the region as well as experiencing stronger demand from existing bottle

cooler customers, with motor volumes growing by 30%. Mexico continues to be our largest market and further growth

is expected from this market in 2017 as several major customers begin to adopt the SCS Connect product. Brazil

demand was weak in 2016 as a result of difficult economic conditions in that country, however we are seeing demand

increase for SCS Connect training and trials, which could translate to an increase in 2017 sales. The rollout of SCS

Connect to a large food and beverage brand in Mexico commenced in 2016 and we started working with other new

SCS customers in Central America.

USA/Canada: The USA and Canada regions saw 130% growth versus 2015, with US$2.2 million of revenue

compared to $1.0 million in 2015. Two new customers for the ECR2 motor product contributed the majority of this

growth. In addition several smaller but strategically important customers starting buying ECR2 motors through

our USA distribution partner, East West. We are continuing with several SCS field trials in the USA, although it is

8

ANNUAL REPORT 2016

becoming evident that the adoption rate for SCS may take longer in this region. We were encouraged to be invited to
participate in a research project by a customer interested in new SCS digital services.

APAC: Asia Pacific revenues of $2.3 million held relatively steady versus 2015, with a 9% increase on the US$2.1m

recorded in 2015. Eight new customers were won in this region; two of those for SCS and the balance for EC motors,

including several smaller Chinese display case manufacturers. Our business development effort in this region was

focused on developing and training new customers for the SCS Connect product in preparation for 2017 growth.

EMEA: EMEA revenues grew by 17% to US$3.2 million, versus US$2.8 million in 2015. This growth resulted from

three new customer wins in Europe and increased volumes from a new Italian customer won at the end of 2015. Of

particular note was the expansion of our business with UK distribution partner Axair, who had success in developing

new display case relationships, which drove demand for our motors. Turkish demand was weak in the latter half of

the year as a result of continuing political and economic issues in that country and we expect these difficult trading

conditions to continue in 2017.

2016 Regional Sales2015 Regional Sales

Gross Profit Performance

With a stable supply chain and steadily improving supply chain management processes the business was able to

deliver further improvements in product manufacturing costs. While the opportunity to remove further significant

cost from the EC motors products is becoming harder to realise, the company is benefiting from component cost

reductions as a result of volume growth. Gross Margin for the year was 24.0%, increasing from 21.4% in 2015. This

was a result of continuing cost reduction programmes with all major suppliers and component pricing benefits

being realised from the increased volumes. The Gross Margin improvement was also assisted by revenue from new

products.

Gross Profit %

9

ANNUAL REPORT 2016

Productivity
Operating costs increased by 15%, from $7.4 million to $8.5 million. As noted in previous disclosures, 2016 was

the year that Wellington started to hire new skills to support SCS Connect software development and customer field

support. 10 new people were added to the business between fourth quarter 2015 and the end of 2016. The increase

in operating expenses included usual market-related salary adjustments, predominantly for non-management staff to

ensure retention of key skills, as well as a notable rise in travel spend to support market development and expansion,

particularly in relation to SCS Connect.

Operating cost as a percentage of revenue improved to 24% from 30% in 2015 reflecting an overall increase in

productivity, as measured by revenue per employee, which increased from $450,000 to $588,000.

Operating Costs (excluding depreciation, amortisation &

impairment) - NZD 000's

Cash and working capital performance

The Company was pleased to be able to gain debt support from its major shareholder SuperLife in September 2016,

with a $2 million one year debt facility secured.

Inventory performance was an operational highlight of the business with inventory turns improving to 7.8 times from

7.0 times in 2015. A new inventory management programme was introduced with one of the Company’s main

suppliers, which contributed to this improved performance.

Operating cash flow was -$0.048 million compared to the positive $0.834 million in 2015, a result of timing issues

and pressure on working capital from the strong 44% sales growth. Wellington invested $1.9 million in capitalised

new product development, most of which related to the completion of our new SCS Connect product and the related

development of new SCS software and data solutions.

Wellington invested $0.3 million in plant & equipment, mainly focused on increasing manufacturing and test

equipment capacity (to support our volume growth and new products), as well as improving critical development

equipment in our New Zealand Innovation Centre.

The cash balance at the end of 2016 was $2.1 million with $1.5 million drawn down under the SuperLife debt facility

for a net cash position of $0.6 million.

Continuous process improvement

The board and management team continued its focus on

health and safety practices and process in 2016. The health

and safety committee reports to the board on a monthly

basis, managing health and safety processes and system

improvements. This committee met regularly throughout the

year, and continued to identify areas of improvement. The top

improvement areas for 2016 were:

10

ANNUAL REPORT 2016

1. Improvements to hazardous goods handling and storage procedures in the New Zealand office.
2. The removal of high bay storage racking in the New Zealand workshop to remove potential earthquake hazard.

Materials now stored in outside containers.

3. The creation of fenced off areas in the New Zealand Innovation Centre to separate long term product testing

facilities from other workflow.

4. The review and improvement of fire safety equipment and evacuation procedures in the Company’s Mexico offices.

5. The expansion of employee travel support insurance to widen the coverage for emergency events.

The team treats its health and safety practices as an important part of its operating system and improvement

planning. It thinks of Health and Safety holistically as something that governs how it manages its premises, treats it’s

employees and all visitors to its premises, deals with all stakeholders who use its products, and manages suppliers

and partners to ensure they all establish global best practice quality and safety standards.

Risk Management approach

The board and management team take a proactive approach to identifying and managing business risk. We look at

several external factors impacting or potentially impacting the business, such as competitive and geo-political risk,

as well as internal structural risk such as Information technology systems, data back-up protection and key employee

skill retention. This risk assessment forms part of our annual strategic planning process.

A specific example in September 2016 was the board approving a new data security policy for the business, intended

to strengthen our approach to managing both Wellington data and customer data, in line with the new entry into the

IoT business segment.

The board and management team considers a numbers of risks as part of its governance process – examples of

these risks are

• Regulatory or legislative changes in export markets – potential changes in tariffs, taxes (such as sugar taxes),

market access changes, and the encouragement of energy efficient products. We build any intelligence gained

into our strategic plans and long range sales forecasts.

• Channel or customer risks – customers do not normally give purchase commitments beyond a 30 day window.

This means that projected sales can change materially as customers alter their forecast needs outside 30 days.

The Company has a robust demand/supply process and adjusts internal forecasts and product supply accordingly

to meet those changes.

• Pricing - Many customers request annual pricing and terms reviews, which is a competitive process that can result

in price fluctuation and volumes changes. In 2016 two major customers accounted for $20 million or 57% of the

total revenue for the year and both these customers require annual price and terms negotiations. The Company

provided some price concessions in 2016 and utilised its strong supply chain to ensure it remained competitive.

• Competition risks – there are a number of large and capable global competitors operating in the EC Motor and

IoT product markets. Our recent winning of large global EC Motor and SCS Connect contracts shows how our

products are managing to counter this risk. However, competitors could develop superior products or they could

price at a level we are unable or unwilling to match.

• Product risks – the nature of complex design and manufacturing processes means that it is difficult to achieve

100% defect free product performance. We have product quality management and reliability testing processes

to assure the quality of products is at the highest standard however customer warranty claims will arise from time

of time. The Company did not have any material product warranty claims in 2016, however the costs of meeting

any future warranty claim could be material depending on the nature of the claim, the volume of product affected

and its location. It is worthy of note that in 2016 customers started demanding extended warranty periods as a

condition of supply.

• Intellectual property risks – some of the Company’s products and technologies are covered by patents, patent

applications, confidentiality agreements and trade secrets. Competitors, customers, suppliers and other parties

such as ‘IP trolls’ could circumvent our intellectual property protection (legally or illegally) requiring us to take steps

to protect our interests. In 2016 there were no known breaches of Wellington's IP or technology know-how.

11

ANNUAL REPORT 2016

• People risks – the loss of key management skills, customer facing technical and sales skills and product
development staff could have a negative impact on the Group’s operations. The board employs a range of

compensation and HR management practices to ensure the team is appropriately rewarded and that key skill

retention is a priority. In 2016 staff turnover was extremely low as the business continued to hire new skills in the IoT

and customer management areas.

2016 priorities – performance report

The Company’s sales strategy is to develop deep relationships with food and beverage retail brands, bottlers and

original refrigeration equipment manufactures to ensure we get accepted on approved vendor lists and to develop

technologies to solve their business problems. The sales and marketing focus for 2016 was consistent with the

previous year as we believed the growth seen in 2015 would continue with the same focus areas. In particular the

sales plan was to:

• sell existing products to bottle cooler customers in current and new geographies;

• sell existing products to display case customers in the supermarket segment;

• sell existing products to new non-bottle cooler and non-supermarket segments;

• sell new ECR2 and SCS products to bottle cooler and supermarket segments; and

• develop retail brand and bottle cooler customers for the SCS Connect solution.

The 44% growth in 2016 demonstrates the success of this sales approach and can be broken down as follows:

2016 New Product Share

Of the 44% growth, 12 percentage points was from the ECR2 motor, 19 percentage points was the legacy ECR01,

ECR82 and ECR92 motors and 13 percentage points was delivered by SCS Connect. The legacy EC motors products

are still selling strongly into the bottle cooler market because they are a good trade-off between cost and efficiency.

Wellington’s USA distributor East West commenced sales of the ECR2 motor to three new USA customers towards

the end of 2016 and these customers are expected to continue purchasing ECR2 through 2017. Our UK distributor

Axair continued to develop supermarket display case channels for our products in the UK.

Wellington continued its success in China with the ECR01 motor, selling to smaller supermarket display case

manufacturers. We saw demand increase for the Shaded Pole (Non-EC motor) as customers in China continue

to prioritise low component cost over energy efficiency gains and consequent total ‘life time’ cost. Our largest

12

ANNUAL REPORT 2016

geographical market for the Shaded Pole motor is Thailand. Significant efforts were made in several South East Asian
countries to expand customer trialling of SCS Connect.

With SCS Connect, in February 2016 the Company announced that it had received its first sizable purchase order

from one beverage customer for both the connected controller hardware and data reporting services. This was the

start of volume shipments to a large global beverage customer in Mexico, under a multi-year supply agreement,

and we also continued to expand that relationship to several other countries in the Latin America region. Those new

countries did not contribute sales within 2016 but we expect they will support further growth of the business in 2017.

Many of our other regions started to move from field trail stage to early customer adoption with several other new

customers. The main exception to that was in the USA and Canadian markets where customers decided to take more

time to understand how they would operate and maximise value from the new way of managing coolers fleets. Some

customers also explored different approaches to connectivity, in some cases using stand-alone connectivity solutions

like a bluetooth button, that would not include refrigeration control functionality. This development is something we are

monitoring closely as other IoT communications technologies, such as bluetooth buttons, become available.

2016 – Five Main Priorities

For 2016, the focus of our priorities was heavily weighted to new revenue generation, continuing to develop a more

diversified customer base and becoming less reliant on one or two large customers. We made significant progress in

all five main priority areas, highlighted below;

1. Further improve customer diversification by

expanding the geographical customer base;

Revenue from the USA / Canada grew 130%,

mainly from sales of the new ECR2 motor and

from East West winning new customers in the

USA. Focusing on the USA and Canada as a

growth market was the primary geographical

expansion action in 2017 and this will continue

to be an area of focus.

2. Develop new customer relationships and grow

revenues in the supermarket segment;

Shipments of ECR2 commenced to a large new supermarket display case manufacturer and increasingly that

motor has been specified into that customer’s equipment. A specific enhancement was made to the ECR2 motor

to qualify the plastic housing under the National Sanitation Foundation (NSF) food safety and quality accreditation.

This allows the ECR2 to be sold into a wider range of food refrigerators. Two additional supermarket equipment

manufacturers were won, in the UK and South Africa. Revenues in the supermarket display case and food service

segment grew around 40% year over year.

3. Sell the new ECR2 motor targeting supermarket customers and bottle cooler customers;

Late in 2016 work was completed on a new ECR2 Fanpack solution to provide customers with a drop-in solution

for a complete air-flow assembly. We started seeing initial indications of demand for this new product and expect

sales to commence in the second half of 2017 after customer testing is complete. This is an ECR2 product

enhancement specifically designed to increase penetration of the supermarket refrigeration customer base. Our

largest bottle cooler customer for ECR2 started purchasing in first quarter 2016, and has steadily moved their

cooler products from shaded pole to ECR2 through 2016.

4. Sell the SCS Connect refrigeration fleet management solution to large global beverage brands and expand the

marketing process outside the beverage market;

In August 2016 we announced that the Company had signed a large global consumer brand’s Master Terms

and Conditions for the supply of Wellington’s ‘Cloud Connected’ SCS Connect solution. This agreement allowed

Wellington to be considered as an approved supplier to this customer and formed the basis for future supply

agreements within their network. In December 2016 we announced the Company had been selected as an

approved supplier of connectivity hardware for use in the brand’s coolers. This approval allowed Wellington to

supply its SCS Connect solution to the brand’s network of cooler manufacturers and beverage bottling partners.

13

ANNUAL REPORT 2016

While this announcement did not indicate preferred status or determine a minimum level of business it did show
that our SCS Connect solution had essentially passed the trial phase with a large end customer and was moving

towards production.

5. Further optimise the electronics supply chain to further lower costs and reduce electronic component lead-times;

The majority of the focus in 2016 was setting up a dual supply strategy for the SCS Connect, so we could be

ready with two suppliers to support the expected volume increases in 2017. This dual supply set-up involved

ordering and stocking long lead time parts, acquiring additional tooling and test equipment and training the

second suppliers in assembly and test. The second supplier will be ready to produce SCS in March 2017. We

did start to see some market allocation stress on certain electronic commodities in late 2016, with lead times

extending in some silicon parts, capacitors and plastic resin. These allocation issues are being managing through

stocking models, advance orders of long lead time parts and in some cases payment of priority fees at component

suppliers.

2017 – Five Main Priorities

For 2017, the focus of our priorities will be on sales and support of our new products, further improving our operating

systems to deal with high growth rates, as well as commencing the next stage of our product innovation programme

so that we can maintain revenue growth beyond 2017. Our focus is firmly on achieving net profitability.

1. Successfully deliver the SCS Connect production programme for new customers

2. Start developing market opportunities for SCS Connect beyond carbonated soft drink

3. Seek technology & channel partnerships to broaden SCS Connect digital services offering

4. Commence development projects for the next phase of EC Motor product roadmap

5. Commence upgrade of our company-wide management information system to support year on year growth.

2017 Outlook

The Company is experiencing a strong start to the 2017 financial year. The ECR2 motor and SCS Connect continues

to ship to an expanding customer base and demand for our legacy products, in particular the ECR92 motor, is also

strong. We expect revenue in the first quarter to be around $NZ14m with an EBITDA profit recorded.

Our strategy to expand the motor product range, further develop the SCS Connect solution and develop new

customers for those products in new markets, will continue at pace. To support that plan we will continue to add

new skills in the software development, sales leadership and customer support areas. We will also be seeking

partnerships to help us further develop the SCS digital and cloud services component of our SCS Connect offering.

Gross margins for the year are expected to be higher than 2016 as we continue to see the benefits of increased

volumes on component pricing. Some key commodities utilised in our motors, such as copper and silicon steel are

seeing market driven price increases, but we will work to mitigate any adverse changes in those commodities by

improving efficiencies and volume discounts.

Our early estimates for the 2017 year indicate that the Company should achieve revenue growth in the 30% to 40%

range and we continue to expect an EBITDA profit in the low millions of dollars.

Planning for 2017 assumes an average NZD / USD rate of 0.70 for the year.

As highlighted in our financial release on the 2nd March, at current projected cost structure an EBITDA of around

$2 million would deliver an approximate breakeven net profit. We remain cautious about these estimates given the

ongoing economic uncertainty in parts of our EMEA region and developing uncertainties around trade agreements

between the USA and several countries where we have customers and suppliers.

14

ANNUAL REPORT 2016

The SuperLife loan facility expires in September 2017: current forecasts show that cash generated from operations
should be sufficient to repay SuperLife on the expiry date. To provide additional surety, and to ensure the Company

continues to have sufficient working capital to support its significant growth, which could put further pressure on

working capital, Wellington is seeking a bank line of credit and is in discussions with New Zealand trading banks. The

Company is also considering other options to support its growth capital needs.

The board and management team are proud to have delivered the Company’s first ever EBITDA profit. The

turnaround is clearly over but the job is not done. The next phase of the Company’s journey is to become a leader in

providing IoT solutions for commercial refrigeration customers, to further expand its ECR motor range and to focus

on solving customers airflow needs and in turn to deliver the revenue growth and net profit momentum that has now

begun.

We look forward to significantly higher EBITDA profits in 2017 and your continued support.


..................................... .....................................

Tony Nowell,

CNZM Greg Allen

Chairman Chief Executive Officer

Note 1: EBITDA (i.e. Earnings before Interest, Taxation, Depreciation, Amortisation and Impairment) is a non-GAAP earnings figure that equity analysts

tend to focus on for comparable company performance analysis. The Company considers that it is a useful financial indicator because it avoids

the distortions caused by the differences in amortisation and impairment policies. Adjusted EBITDA has been calclulated by removing from EBITDA

the currency revaluation impact of the preference shares (2016 - loss $121,000, 2015 - gain $565,000) which is not relevant when assessing trading

performance.

15

ANNUAL REPORT 2016

16
ANNUAL REPORT 2016

Tony Nowell, CNZM

Chairman

Mr Nowell was appointed

a director of Wellington in

March 2010 and Chairman

in December 2010. He is an

experienced company leader

in major New Zealand and

international businesses and

also Chairs Scion (the New

Zealand Forest Research Institute) and the Omega

Lamb Primary Growth Partnership between the

New Zealand Government and Primary Industry

participants. He is a board member of New Zealand

Food Innovation (Auckland) and Food Standards

Australia New Zealand. He represented New Zealand

on the APEC Business Advisory Council from 2006 to

2016 and also in 2016 completed a six year term as

a member of the Export Advisory Board of Business

New Zealand. Mr Nowell was formerly Chief Executive

of Zespri International, and Griffin’s Foods Limited, and

the Deputy Chair of Leadership New Zealand. Prior to

returning to New Zealand business in 2000 from an

extended period of international business experience,

Mr Nowell was Regional Vice President of Sara Lee

Asia, President Director of Sara Lee Indonesia and

President Director of L'Oreal Indonesia.

Dr Lisbeth Jacobs

Dr Jacobs, a native of Belgium,

holds a PhD in Materials

Engineering from the University

of Auckland and a Master of

Science in Materials Engineering

from the Katholieke Universiteit

Leuven, Belgium, where she

also completed a post graduate

degree in Business Studies. Dr

Jacobs has also completed the Executive General

Management programme at CEDEP- INSEAD, France.

Dr Jacobs is currently General Manager International

at UniServices, a wholly owned subsidiary of The

University of Auckland. In this role Dr Jacobs is

responsible for all commercial activities that the

University of Auckland undertakes outside of New

Zealand and Australia. She is a member of the board

of Energia Potior, a Joint Venture between UniServices

and Yunca which delivers technology solutions to the

global aluminium industry. Dr Jacobs is Chairwoman

and Legal Representative of “The University of

Auckland Innovation Institute China” in Hangzhou

China, a Wholly Foreign-Owned Entity operating as the

newly established commercialisation and innovation

branch of UniServices. Before taking up her current

role Dr Jacobs was Director Strategy & Development

at The Icehouse, following a 13 year career with global

corporate Bekaert, a world market and technology

leader in steel wire and steel cord products and

applications. Dr Jacobs held a range of positions at

Bekaert including in Business Development, Strategy,

Mergers & Acquisitions and R&D Management both in

Belgium and China. Dr Jacobs is Honorary Consul of

Belgium since August 2013.

Mr Gottfried Pausch

Pausch currently serves as

an independent director of

McKay Ltd in Whangarei,

Blackhawk Tracking Systems

Ltd in Auckland and as

Executive Chairman of Aucom

Electronics Ltd in Christchurch

and is a Director on one of the

National Science Challenges

an Initiative of the Ministry of Business, Innovation &

Employment (MBIE). The Science for Technological

Innovation National Science Challenge aims to tackle

New Zealand’s big high-tech challenges to grow

the economy. The research areas of focus cover

materials, manufacturing and design; sensors, robotics

and automation; and IT data analytics and modelling.

Mr Pausch was the former CEO at Actronic

Technologies and an Executive in Residence at

The Icehouse, following a 22 year career with

German engineering and electronics conglomerate

Siemens, one of the world’s leading suppliers of a

wide range of products, solutions and services in

the field of technology, which included the roles of

CEO Siemens Energy Services Ltd and Managing

Director of Siemens New Zealand. Mr. Pausch holds

an electrical engineering degree from Austria and a

master’s degree in Business Administration from Duke

University in the U.S.A.

Mr John McMahon

Mr McMahon has over twenty

years’ experience in the

Australasian equity markets,

predominantly as an equity

analyst covering a range

of industries including tele-

communications, media, gaming

transport and industrials. He

was a former Head of Research

and Head of Equities for ABN AMRO NZ and was

Managing Director of ASB Securities for three years.

John now manages his own investment portfolio

through Sydney-based Auro Investment Management

and is Chairman of NZAX-listed Solution Dynamics Ltd

(SDL). He has a Bachelor of Commerce (Honours),

an MBA and is a CFA (Chartered Financial Analyst)

charterholder.

Directors

17
ANNUAL REPORT 2016

Greg Allen – Chief Executive Officer

Mr Allen was appointed CEO of Wellington Drive in November 2011. Prior to joining

Wellington Mr Allen spent 23 years working internationally leading business development,

supply chain and manufacturing organisations in Europe, North America and Asia. He is

an experienced operational and business leader, having most recently been responsible

for the Industrial and Green Technology business unit for Celestica, a highly regarded

multinational supply chain services provider. Prior to Celestica Mr Allen led a Canadian

public company focused on VOIP products and also held senior roles with global contract

manufacturing and engineering services companies. Originally from New Zealand, and

with a technical background gained from six years in the New Zealand armed forces, Mr

Allen brings to Wellington a broad market experience covering many industrial segments

such as telecommunications, aerospace, capital equipment, consumer products and

enterprise computing.

Senior Management

David Howell – Chief Technical Officer

Mr Howell joined Wellington as Engineering Manager in 1999 and is currently responsible

for all aspects of Wellington’s future technology roadmap and the company’s product

development processes in his role as Chief Technology Officer. He has previously worked

in new product development roles for Rover Group (UK), Fisher and Paykel Healthcare

Corporation Ltd, and Tru-Test Ltd. David is a chartered (CPEng & IntPE) mechanical

engineer, holds a BE (Hons) and DipBus from The University of Auckland and an MSc

from Cranfield (UK), and is currently working towards a PhD in product development

management. Mr Howell is listed as inventor on 12 families of international patent

applications, including several of Wellington’s core patents.

Steve Hodgson – Senior Vice President Commercial

Mr Hodgson joined Wellington in August 2008 with initial responsibility for investor

relations, capital market activities, and all aspects of corporate strategy. On 2 April 2009,

Mr Hodgson was appointed Vice President Corporate Services (this title was changed

to Chief Financial Officer in 2010), with responsibility for supporting the Chief Executive

Officer and the Board in developing and executing strategic plans, leading the corporate

services team (finance, IT, legal, and human resource functions), and managing investor

relations and funding programmes. In July 2013 Mr Hodgson was appointed Senior Vice

President Commercial, to lead the Company’s sales and business activities. Prior to joining

Wellington, Mr Hodgson worked in equities research for 20 years and most recently was

the Head of Research for Macquarie Securities in New Zealand from 2003 to 2008. He

holds a BMS (Hons) from Waikato University with majors in accounting and economics.

Howard Milliner – Chief Financial Officer

Howard Milliner joined Wellington in November 2012. He holds a BCom from Auckland

University and is a Chartered Accountant. He was previously CFO of a N.Z. listed

engineering business for 14 years and was the CEO and CFO of that company for 7 of

those years.

18
ANNUAL REPORT 2016

Erick Layseca – Business Development Director, Americas

Mr Layseca graduated as an Industrial and Systems Engineer. He was a shareholder

in a Dairy Consulting Company, in which he actively participated and gained extensive

experience in business development. He then moved on to the world's fifth largest bottle

cooler manufacturers, where he was in charge of the areas of Supplier Development and

International Commerce. He has been working at Wellington, as a Business Development

Director of Latin America since 2006.

Clayton Thomas – Sales and Marketing Director, Asia Pacific

Mr Thomas was appointed to direct our key initiatives, in collaboration with customers, to

drive Wellington’s long term growth and sustainability in APAC. Prior to joining Wellington,

he worked with beverage dispensing technologies and sustainable energy solutions for the

Food and Beverage and Marine industries. Mr Thomas has lived in China since 2007.

Gerardo Gonzalez – Vice President and General Manager, Intelligent

Systems Business Unit

Mr. Gonzalez joined Wellington in February 2013 as Vice President and General Manager

of Intelligent Solutions Business. He will be responsible for the business development

and general management of the new Electronic Controls Business Unit. In addition, he

has been appointed as the executive accountable for the company’s relationship with

The Coca-Cola Company. Mr. Gonzalez has global business development and strategic

planning experience in the Carbonated Soft Drink and Beer Industry. Mr. Gonzalez resides

in Atlanta, Georgia, and holds a BS in Economics from Monterrey Institute of Technology,

and an MBA from Emory University.

Ali Karahasanoglu – Sales Director, Europe, Middle East and Africa

Mr Karahasanoglu has received his BS degree in Electrical Engineering on power

electronics division and studied Pre-MBA at Temple University, USA. He had worked

several industries; IT, heating, refrigeration, home appliances as Project Development

Engineer, Service Engineer, Regional Sales Manager and Sales & Marketing Manager.

Since joining Wellington in 2002 he has served in different functions within the organisation

– distribution, business development, Turkey/Eurasia subsidiary company setup and

management (since 2006), refrigeration business unit management and recently he has

been Sales director of Europe, Middle East and Africa region since 2008.

19
ANNUAL REPORT 2016

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2016

Note

2016

$000s

2015

$000s

Revenue2.235,27424,572

Cost of sales(26,821)(19,311)

Gross profit8,4535,261

Other income2.3206691

Operating expenses(8,455)(7,355)

Earnings before interest, taxation, depreciation & amortisation204(1,403)

Depreciation3.2(274)(251)

Amortisation3.3(1,234)(148)

Loss before interest & taxation(1,304)(1,802)

Finance income4.2849

Finance expenses4.2(1,131)(970)

Loss before income tax(2,427)(2,723)

Income tax expense2.5(51)(57)

Loss for the year(2,478)(2,780)

Other comprehensive income:

Items that may be reclassified subsequently to the profit or loss:

Exchange differences on translating operations4.5b(485)419

Cash flow hedge, net of tax4.5c(21)28

Other comprehensive (loss) / income for the year(506)447

Total comprehensive loss for the year($2,984)($2,333)

Loss for the year attributable to the Owners of the Company($2,478)($2,780)

Total comprehensive loss attributable to the Owners of the Company($2,984)($2,333)

Basic earnings per share – cents2.6(0.96)(1.29)

Diluted earnings per share – cents2.6(0.96)(1.29)

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying

notes.

20
ANNUAL REPORT 2016

Consolidated Statement of Movements in Equity

for the year ended 31 December 2016


2016

NoteShare

capital

$000s

Accumulated

losses

$000s

Other

reserves

$000s

Total

equity

$000s

Balance at 1 January 2016117,184(109,648)

(1,938)5,598

Comprehensive Income

Loss for year-(2,478)-(2,478)

Other comprehensive income

Exchange differences on translating operations4.5b--(485)(485)

Cash flow hedge4.5c--(21)(21)

Income tax relating to other comprehensive

income

----

Total comprehensive income-(2,478)(506)(2,984)

Share option compensation expensed4.5a--127127

Contributions of equity, net of costs4.38--8

Lapsed part paid shares4.3,4.5a----

Balance at 31 December 2016$117,192($112,126)($2,317)$2,749


2015

NoteShare

capital

$000s

Accumulated

losses

$000s

Other

reserves

$000s

Total

equity

$000s

Balance at 1 January 2015114,308(106,994)

(2,336)4,978

Comprehensive Income

Loss for year-(2,780)-(2,780)

Other comprehensive income

Exchange differences on translating operations4.5b--419419

Cash flow hedge4.5c--2828

Income tax relating to other comprehensive

income

----

Total comprehensive income-(2,780)447(2,333)

Share option compensation expensed4.5a--7777

Contributions of equity, net of costs4.32,887--2,887

Lapsed part paid shares4.3,4.5a(11)126(126)(11)

Balance at 31 December 2015$117,184($109,648)($1,938)$5,598

The above Consolidated Statement of Movements in Equity should be read in conjunction with the accompanying notes.

21
ANNUAL REPORT 2016

Consolidated Statement of Financial Position

as at 31 December 2016

Note

2016

$000s

2015

$000s

Current Assets

Cash and cash equivalents3.1a

2,0992,880

Trade and other receivables3.1b9,0155,918

Derivative financial instruments6.7-24

Inventories3.1c3,4613,700

Total current assets14,57512,522

Non-Current Assets

Plant and equipment3.29991,009

Intangible assets3.35,9145,300

Total non-current assets6,9136,309

Total assets21,48818,831

Current Liabilities

Trade and other payables3.1d10,9397,830

Provisions3.1e253215

Derivative financial instruments6.714-

Borrowings4.17,499-

Total current liabilities18,7058,045

Non-Current Liabilities

Borrowings4.1345,188

Total non-current liabilities

345,188

Total liabilities

18,73913,233

Net assets$2,749$5,598

Equity

Contributed equity4.3117,192117,184

Accumulated losses4.4(112,126)(109,648)

Other reserves4.5(2,317)(1,938)

Total equity$2,749$5,598

For and on behalf of the Board


..................................... .....................................

Director Director

1 March 2017 1 March 2017

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

22
ANNUAL REPORT 2016

Consolidated Cash Flow Statement

for the year ended 31 December 2016

Note

2016

$000s

2015

$000s

Cash flows from operating activities

Receipts from customers exclusive of GST/VAT32,80525,479

Payments to suppliers and employees exclusive of GST/VAT(32,789)(24,662)

Interest paid(345)(289)

Interest received839

Taxation paid(69)(68)

Net GST/VAT received342335

Net cash (outflow) / inflow from operating activities(48)834

Cash flows from investing activities

Payments for plant and equipment3.2(287)(233)

Payments for intangible assets3.3(1,930)(1,973)

Proceeds from sale of plant and equipment22

Net cash outflow from investing activities(2,215)(2,204)

Cash flows from financing activities

Cash proceeds from ordinary and preference share issues, net of refunds

and issue costs

4.382,876

SuperLife loan facility borrowing4.11,500-

Finance lease borrowing4.176-

Finance lease repayments4.1(17)-

Net cash inflow from financing activities1,5672,876

Net (decrease) / increase in cash and cash equivalents(696)1,506

Cash and cash equivalents at the beginning of the financial period2,8801,196

Effect of exchange rate movements on cash(85)178

Cash and cash equivalents at end of year

3.1$2,099$2,880

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

23
ANNUAL REPORT 2016

2016

$000s

2015

$000s

Reconciliation of loss for the year to net cash (outflow) / inflow

from operating activities

Loss for the year(2,478)(2,780)

Adjustments for:

Depreciation and amortisation1,508399

Gain on disposal of plant & equipment(2)(2)

Share based payments12777

Amortisation of borrowing786681

Change in fair value of embedded option-(10)

Inventory provision movement(251)(2)

Doubtful debts provision movement(4)11

Provision for warranty movement38(44)

Net foreign exchange differences(278)(350)

Increase in trade and other receivables(3,093)(619)

Decrease in inventories490976

Increase in trade and other payables3,1092,497

Net cash (outflow) / inflow from operating activities

($48)$834

The above reconciliation should be read in conjunction with the accompanying notes.

24
ANNUAL REPORT 2016

1. Basis of preparation

This section sets out the Group’s accounting policies that relate to the financial statements as a whole. Where

an accounting policy is specific to a note, that policy is stated in the note to which it relates.

1.1 General Information

Wellington Drive Technologies Limited (the “Company”) and its subsidiaries (together the “Group”) develop,

manufacture, market and sell energy saving, electronically commutated (EC) motors, controllers and fans for

worldwide use.

The Company is a limited liability company incorporated and domiciled in New Zealand. The Parent is

registered under the Companies Act 1993 and is an issuer in terms of the Securities Act 1978. The address of

its registered office is 21 Arrenway Drive, Rosedale, Auckland 0632, New Zealand.

The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (NZ GAAP) and the requirements of the Financial Markets Conducts Act

2013. The Group is a for-profit entity for the purposes of complying with NZ GAAP. The consolidated financial

statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS),

other New Zealand accounting standards and authoritative notices that are applicable to entities that apply

NZ IFRS. The consolidated financial statements also comply with International Financial Reporting Standards

(IFRS). Separate financial statements for the Parent are no longer required to be presented in accordance with

the Financial Markets Conduct Act 2013.

These consolidated financial statements have been approved for issue by the Board of Directors on 1 March

2017. The entity’s owners do not have the power to amend these financial statements after issue.

1.2 Summary of Significant Accounting Policies

These consolidated financial statements of the Group have been prepared in accordance with Generally

Accepted Accounting Practice in New Zealand (NZ GAAP). The Group is a for-profit entity for the purposes

of complying with NZ GAAP. The consolidated financial statements comply with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements

also comply with International Financial Reporting Standards (IFRS).

(a) Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Entities reporting

The financial statements are for the consolidated Group which is the economic entity comprising of Wellington

Drive Technologies Limited and its subsidiaries.

Historical cost convention

These financial statements have been prepared under the historical cost convention.

Going concern assumption

The Group reported a loss after tax of $2,478,000 (2015: $2,780,000) and cash flows outflows from operating

activities of $48,000 (2015: inflow of $834,000) for the year ended 31 December 2016. As at 31 December

2016, the Group has net assets of $2,749,000 (2015: $5,598,000) and net current liabilities of $4,130,000 (2015:

net current assets of $4,477,000). Included in current liabilities is a balance of $5,974,000 which relates to

convertible preference shares that have a conversion date in May 2017 (refer Note 4.1) and $1,500,000 which

25
ANNUAL REPORT 2016

relates to amounts owing to SuperLife Limited under a $2,000,000 facility that is scheduled to be repaid in

September 2017 (refer Note 4.1).

The Group is experiencing significant revenue growth, in the range of 30% to 40%, following the launch of

its new ECR2 motor and SCS Connect products. Management is exploring a number of financing options

including obtaining bank funding to replace the SuperLife facility.

In the unlikely event that sufficient external funding cannot be obtained, it is managements’ intention to defer

discretionary operating and capital expenditure and further improve supplier working capital processes.

The Group’s forecasts indicate that following deferral of this expenditure, it will be in a position to repay the

SuperLife facility when it falls due. However these cash flow forecasts include revenue growth projections and

other significant assumptions, including anticipated customer demand for new products, expected margins,

anticipated development costs, expected foreign currency exchange rate fluctuations and working capital

requirements. Actual results and cash flows may vary materially from forecast.

The ability of the Group to obtain sufficient external funding, if needed, and the judgements and assumptions

associated with forecasting future results and cash flows gives rise to the existence of material uncertainties

over the ability of the Group to repay its debt and continue to operate as a going concern, realise its assets and

meet its obligations in the normal course of business.

It is the considered view of the Directors that the Group will have access to adequate resources to meet its

ongoing obligations for at least a period of 12 months from the date of signing these financial statements.

On this basis, the Directors have assessed it is appropriate to adopt the going concern basis in preparing its

financial statements. The financial statements do not include any adjustments that would result if the Group

was unable to continue as a going concern.

(b) Principles of consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group

is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

these returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are

deconsolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

The cost of an acquisition is measured as the fair value of the assets given and equity instruments issued

and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and

contingent liabilities assumed in a business combination are measured initially at their fair values at the

acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over

the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of

acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised

directly in the Statement of Comprehensive Income.

Intercompany transactions, balances and unrealised gains on transactions between Group companies

are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset

transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency

with the policies of the Group.

(c) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency

of the primary economic environment in which the entity operates (‘the functional currency’). The Company’s

functional currency is US Dollars because its purchase and sale of product is mainly denominated in US

Dollars. Subsidiaries in Turkey, Mexico and Singapore use their local currency as the functional currency.

The consolidated financial statements are presented in New Zealand dollars, rounded to the nearest thousand,

which is the Group’s presentation currency. The presentation currency remains New Zealand dollars due to the

Company’s shareholder base being concentrated in New Zealand.

26
ANNUAL REPORT 2016

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing

at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated

in foreign currencies are recognised in the Statement of Comprehensive Income.

(iii) Foreign operations

The results and balance sheets of all foreign operations that have a functional currency different from New

Zealand dollars are translated into the presentation currency as follows:

• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the

Statement of Financial Position;

• income and expenses for each Statement of Comprehensive Income are translated at average exchange

rates, unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the

transaction dates, in which case income and expenses are translated at the dates of the transactions; and

• all resulting exchange differences are recognised in other comprehensive income as a separate component

of equity.

(d) Critical accounting estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will,

by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk

of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are

detailed in the following notes to the financial statements:

Area of estimation Note

• Development costs – capitalisation of expenses and impairment testing 3.3

• Inventory – determining net realisable value 3.1c

• Warranty provisions – determining the provision amount 3.1e

• Doubtful debt provisions – determining net recoverable value 3.1b

27
ANNUAL REPORT 2016

2. Results for the year

This section focuses on the results and performance for the Group and how those numbers are calculated.

2.1 Segment information

An operating segment is a component of an entity that engages in business activities from which it earns

revenues and incurs expenses, whose operating results are regularly reviewed by the chief operating decision

maker and for which discrete financial information is available.

The chief operating decision maker, who is responsible for allocating resources and assessing performance of

the operating segments, has been identified as the Chief Executive Officer supported by the Management Team

who report directly to the CEO.

(a) Reportable segments

The Group is organised on a global basis into one operating segment - marketing, sale, manufacture and

development of electric motors and associated electronics and software. The financial statements therefore

reflect the results and financial position of the segment.

(b) Geographical segments

The Group operates in three main geographical areas, although it is managed on a global basis.

Revenue from external customers by geographic areas

2016

$000s

2015

$000s

Americas27,25717,619

Asia / Pacific (APAC)3,3003,004

Europe / Middle East / Africa (EMEA)4,7173,949

Total$35,274$24,572

Revenue is allocated above based on the country in which the customer is located.

Total non-current assets

2016

$000s

2015

$000s

Americas114

Europe / Middle East / Africa810

New Zealand6,8946,295

Total$6,913$6,309

Total non-current assets are allocated based on where the owners of the assets are located.

Major Customers

Two major customers (defined as customers representing 10% or more of revenues), each account for revenues

of $10,656,000 and $9,388,000 of total revenues (2015: two customers each with revenues of $7,325,000 and

$6,534,000).

28
ANNUAL REPORT 2016

2.2 Revenue

2016

$000s

2015

$000s

Product revenue35,21124,543

Services revenue

6329

$35,274$24,572

Revenue is measured at the fair value of the consideration received or receivable for the sale of goods and

services, excluding GST / VAT, rebates and discounts and after eliminating sales within the Group.

Sale of Goods – sales are recognised when legal title or possession is transferred to the buyer which is usually

when delivery of the goods to the customer takes place.

Sale of services – revenue from the provision of services is recognised when services are rendered to the buyer.

2.3 Other Income

2016

$000s

2015

$000s

Net foreign exchange gains88568

Licence fees received55113

Grants received-8

Other income632

$206$691

Net foreign exchange gains includes a $121,000 loss in 2016 (2015 - $565,000 gain) arising from the revaluation of

the Mandatory Convertible Preference Shares (note 4.1).

2.4 Operating expenses

(a) Employee benefits

2016

$000s

2015

$000s

Wages and salaries and other short term benefits6,1815,076

Employee share options expense12777

Employee benefits$6,308$5,153

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave

expected to be settled within 12 months of the reporting date are recognised in other payables in respect of

employees’ services up to the reporting date and are measured at the amounts expected to be paid when the

liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and

measured at the rates paid or payable.

The Group recognises a liability and an expense for bonuses and creates a provision where contractually

obliged or where there is a past practice that has created a constructive obligation.

(b) Rental and operating leases

2016

$000s

2015

$000s

Rental and operating lease expenses$287$283

The Group is the lessee. Leases in which a significant portion of the risks and rewards of ownership are

retained by the lessor are classified as operating leases. Payments made under operating leases (net of any

29
ANNUAL REPORT 2016

incentives received from the lessor) are charged to the Statement of Comprehensive Income on a straight line

basis over the period of the lease.

The Group leases various offices, facilities and equipment. The leases have varying terms, escalation clauses

and renewal rights. On renewal, the terms of the leases are renegotiated.

Operating leases

2016

$000s

2015

$000s

Within one year272275

Later than one year but not later than five years520781

Later than five years--

$792$1,056

2.5 Income tax expense

Current and deferred income tax

The income tax expense or revenue for the year is the tax payable on the current period’s taxable income

(based on the national income tax rate for each jurisdiction) adjusted by changes in deferred tax assets and

liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying

amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to

apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or

substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of

deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is

made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred

tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other

than a business combination, that at the time of the transaction did not affect either accounting profit or taxable

profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is

probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount

and tax bases of investments in controlled entities where the parent entity is able to control the timing of the

reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable

future.

Goods and Services Tax (GST) and Value Added Tax (VAT)

The Statement of Comprehensive Income has been prepared so that all components are stated exclusive of

GST and VAT. All items in the Statement of Financial Position are stated net of GST and VAT, with the exception

of receivables and payables, which include GST and VAT invoiced.

(a) Income tax expense

The Company and Group have unrecognised tax losses available to carry forward and offset against current

year taxable income. Taxation of $51,000 (2015: $57,000) is payable in respect of some overseas subsidiaries.

30
ANNUAL REPORT 2016

(b) Unrecognised tax losses

2016

$000s

2015

$000s

Reported loss for period before tax

(2,427)(2,780)

Non-deductible / non assessable items1,091712

Less unrecognised timing differences863(794)

Net loss for tax purposes(473)(2,862)

Losses carried forward from prior years(98,681)(93,388)

Adjustment of prior periods(1,810)(1,318)

Expired losses--

Overseas taxable income(110)

Exchange adjustments600(1,113)

Losses available to carry forward to future years($100,474)($98,681)

Of the total consolidated losses available to carry forward to future years, $2,504,000 (2015 - $2,947,000) arises

in the USA and is subject to their continuity requirements. USA Federal tax losses expire after 15 to 20 years,

depending on when those losses were incurred. During the 2016 year no USA Federal tax losses expired (2015

- None).

(c) Unrecognised deferred tax balances

The Group has not recognised income tax losses and temporary differences as a future income tax benefit

due to the uncertainty of their recoverability in the immediate future. Losses available to be carried forward are

subject to the shareholder continuity requirements of the New Zealand Income Tax Act 1994 and the countries

in which the losses have arisen. Deferred income tax assets and liabilities are offset when there is a legally

enforceable right to offset and they relate to the same tax authority. The New Zealand corporate tax rate of 28%

has been used to determine the below unrecognised deferred tax assets:

2016

$000s

2015

$000s

Doubtful debts

3842

Inventory provisions and eliminations 5690

Employee benefits9454

Other timing differences72194

Tax losses to carry forward28,13327,559

Unrecognised net deferred tax asset$28,393$27,939

(d) Imputation credits

The Group has no imputation credits available (2015 – $nil) and no movements occurred in the Imputation

Credit Account (2015 – $nil).

31
ANNUAL REPORT 2016

2.6 Earnings per share

Earnings per share (‘EPS’) is the amount of post-tax profit attributable to each share.

Basic EPS of a loss of 0.96 cents (2015 – loss of 1.29 cents) is calculated by dividing the loss attributable to

equity holders of the Company of $2,478,000 (2015 - ($2,780,000)) by the weighted average number of ordinary

shares in issue during the year of 256,895,787 (2015 – 216,049,250).

Diluted EPS of a loss of 0.96 cents (2015 - loss of 1.29 cents) reflects any commitments the Group has to issue

shares in future that would decrease EPS. The weighted average number of ordinary shares is compared with

the number of shares that would have been issued assuming the exercise of share options. As at 31 December,

the following instruments existed that are, or were, potentially dilutive of future earnings per share, but were not

included in the calculation of diluted EPS for that year because the effect in that year would have been anti-

dilutive:

Number of shares

20162015

Part paid shares

12,904,6358,993,524

US employee share options1,914,6001,058,372

The weighted average number of ordinary shares on issue for the purpose of the basic and diluted EPS

calculation includes 25,211,740 preference shares (2015 - 25,211,740), being the minimum number of ordinary

shares that will be issued upon their conversion (note 4.1).

32
ANNUAL REPORT 2016

3. Operating assets and liabilities

This section focuses on the assets used to generate the Group’s trading performance and the liabilities incurred

as a result.

3.1 Working capital

Working capital represents the assets and liabilities the Group generate through its trading activities. The Group

therefore defines working capital as cash, trade and other receivables, inventory and trade and other payables.

(a) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other

short term and highly liquid investments with original maturities of three months or less that are readily

convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

2016

$000s

2015

$000s

Cash on hand and at bank8201,092

Call deposits1,2031,712

Short term bank deposit7676

$2,099$2,880

The carrying amount of the Group’s cash and cash equivalents is denominated in the following currencies:

NZD399805

USD1,6341,970

Other66105

$2,099$2,880

(b) Trade and other receivables

Trade receivables are recognised initially at the value of the invoice sent to the customer and subsequently

measured at the amounts considered recoverable. Trade receivables are generally due for settlement no more

than 120 days from the date of recognition.

A provision for impairment of trade receivables is established when there is objective evidence that the Group

will not be able to collect all amounts due according to the original terms of the receivable. This determination

requires significant judgement. In making this judgement, the Group evaluates amongst other factors whether

there is objective evidence of significant financial difficulty of the customer, whether there has been breach

of contract, whether it has become probable that the customer will enter into bankruptcy or other financial

reorganisation, whether there is an active market for that customer and the national or local economic

conditions that could impact on the customer.

2016

$000s

2015

$000s

Trade receivables8,5045,436

Provision for doubtful debts(148)(152)

Net trade receivables8,3565,284

Prepayments269361

VAT/GST refunds due274178

Income tax refund due3214

Other receivables8481

$9,015$5,918

33
ANNUAL REPORT 2016

The carrying amount of the Group’s trade and other receivables is denominated in the following currencies:

2016

$000s

2015

$000s

NZD5246

USD8,5135,495

EUR96100

Other354277

$9,015$5,918

Provision for doubtful debts

Carrying amount at start of year152141

Increase / (decrease) in provision2(12)

Exchange adjustment(6)23

Carrying amount at end of year$148$152

The decrease in provision is recognised within ‘Operating expenses’ in the Statement of Comprehensive

Income.

(c) Inventories

Inventories are stated at the lower of cost and net realisable value. Costs are assigned to individual items of

inventory on the basis of first in first out. Net realisable value is the estimated selling price in the ordinary course

of business less the estimated costs necessary to make the sale.

Management reviews inventory on a line by line basis. Judgements are made about expected selling prices

and obsolescence based on forecast sales. A provision is recognised for stock which is expected to sell for less

than cost.

2016

$000s

2015

$000s

Finished goods – at cost2,4323,029

Work in progress – at cost731526

Raw materials – at cost369467

Less inventory provisions(71)(322)

Total inventories$3,461$3,700

Certain inventories are subject to retention of title clauses.

Cost of inventories recognised as an expense and included in cost of sales $25,527,000 (2015: $18,284,000)

(d) Trade and other payables

Trade payables are recognised at the value of the invoice received from a supplier. These amounts represent

liabilities for goods and services provided to the Group prior to balance sheet date. The amounts are unsecured

and are usually paid within 90 days of recognition.

2016

$000s

2015

$000s

Trade payables9,5476,927

Employee entitlements 410330

Accrued expenses and deferred income982573

$10,939$7,830

34
ANNUAL REPORT 2016

The carrying amount of the Group’s trade and other payables is denominated in the following currencies:

2016

$000s

2015

$000s

NZD1,0581,035

USD9,7416,651

Other140144

$10,939$7,830

(e) Provisions

Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past

events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the

amount has been reliably estimated. Provisions are not recognised for future operating losses.

The Group sells electric motors with warranty periods of up to five years. The terms of the warranty provide that

the Group will repair or replace items that fail to perform satisfactorily. A provision has been recognised based

on historical data and average levels of repairs and warranty claims experienced by the Group. It is expected

that the provision will be utilised within one year as any product failures are typically exhibited within one year of

sale.

Warranty provision

2016

$000s

2015

$000s

Carrying amount at start of year215259

Additional provisions recognised9387

Amounts used(51)(184)

Exchange adjustment(4)53

Carrying amount at end of year$253$215

3.2 Plant & equipment

All plant and equipment is stated at historical cost less depreciation and impairments. Historical cost includes

expenditure that is directly attributable to the acquisition of the items.

Costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost

of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of

Comprehensive Income during the financial year in which they are incurred.

Depreciation on plant and equipment is calculated using the straight line method to allocate their cost net of

their residual values, over their estimated useful lives, as follows:

Useful Life

Plant and equipment 3 - 15 years

Office equipment, furniture and fittings 3 - 15 years

The assets’ residual values and useful lives are reviewed and adjusted as appropriate at each balance sheet

date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount.

35
ANNUAL REPORT 2016

Plant and equipment can be analysed as follows:

Plant &

equipment

$000s

Office

equipment,

furniture &

fittings

$000s

Total

$000s

At 31 December 2014

Cost4,8121,6606,472

Accumulated depreciation and impairment(3,970)(1,345)(5,315)

Exchange adjustment(141)(136)(277)

Net book amount$701$179$880

Year ended 31 December 2015

Opening net book amount

701179880

Additions

21518233

Depreciation

(198)(53)(251)

Exchange adjustment

12324147

Closing net book amount

$841$168$1,009

At 31 December 2015

Cost5,0271,6786,705

Accumulated depreciation and impairment(4,168)(1,398)(5,566)

Exchange adjustment(18)(112)(130)

Net book amount

$841$168$1,009

Year ended 31 December 2016

Opening net book amount

8411681,009

Additions

169118287

Depreciation

(212)(62)(274)

Exchange adjustment

(17)(6)(23)

Closing net book amount

$781$218$999

At 31 December 2016

Cost

5,1961,7966,992

Accumulated depreciation and impairment

(4,380)(1,460)(5,840)

Exchange adjustment

(35)(118)(153)

Net book amount

$781$218$999

Depreciation

2016

$000s

2015

$000s

Plant and equipment212198

Office equipment, furniture & fittings6253

$274$251

Sale of plant and equipment

Gain on disposal $2$2

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are

included in the Statement of Comprehensive Income.

36
ANNUAL REPORT 2016

Capital commitments

Capital commitments contracted for at 31 December 2016 amounted to $125,000 (2015 - $130,000).

3.3 Intangible assets

Research, development and patent costs

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical

knowledge and understanding, is recognised in the Statement of Comprehensive Income as an expense when

it is incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a

plan or design for the production of new or substantially improved products or services before the start of

commercial production or use, is capitalised if the product or service is technically and commercially feasible

and adequate resources are available to complete development. Development costs are capitalised once

it can be demonstrated that the asset is supported by future economic benefits. Management is required

to consider the following criteria when making its judgement as to when it is appropriate to commence

capitalisation of development costs:

• technical feasibility of completing the development so that it will be available for use or sale;

• intention to complete the development;

• ability to use the developed asset or sell it;

• existence of a market;

• availability of adequate technical, financial and other resources to complete and commercialise the

development; and

• ability to measure reliably the expenditure attributable to the development.

The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct

labour and an appropriate proportion of overheads.

Development expenditure which does not meet the criteria for capitalisation is recognised in the Statement of

Comprehensive Income as an expense as incurred. Capitalised development expenditure is stated at cost less

accumulated amortisation and any impairment losses.

Amortisation is calculated using the straight line method to allocate the cost over the period of the expected

benefit, up to a maximum of 5 years.

Capitalised patent costs are amortised on a straight line basis over the period of expected benefit no longer

than the life of the patent, up to a maximum of 20 years.

Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to

use the specific software. These costs are amortised over their estimated useful lives (3 to 5 years).

Costs associated with developing or maintaining computer software programmes are recognised as an

expense as incurred.

Impairment of non-financial assets

Intangible assets that have an indefinite useful life or intangible assets not ready for use are not subject to

amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For

the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash flows (cash generating units).

37
ANNUAL REPORT 2016

Intangible assets can be analysed as follows:

Internally

Generated

Development

costs

$000s

Patents

$000s

Software

$000s

Other

$000s

Total

$000s

At 31 December 2014

Cost6,5261,4424061758,549

Accumulated amortisation (3,999)(893)(383)(77)(5,352)

Exchange adjustment(85)(52)(11)(18)(166)

Net book amount$2,442$497$12$80$3,031

Year ended 31 December 2015

Opening net book amount2,44249712803,031

Additions1,8515138331,973

Amortisation(79)(57)(10)(2)(148)

Exchange adjustment36271-11444

Closing net book amount$4,576$562$40$122$5,300

At 31 December 2015

Cost8,3771,32044420810,349

Accumulated amortisation (4,078)(777)(393)(79)(5,327)

Exchange adjustment27719(11)(7)278

Net book amount$4,576$562$40$122$5,300

Year ended 31 December 2016

Opening net book amount4,576562401225,300

Additions1,86641-231,930

Amortisation(1,074)(145)(13)(2)(1,234)

Exchange adjustment(71)(6)(1)(4)(82)

Closing net book amount$5,297$452$26$139$5,914

At 31 December 2016

Cost10,2431,36144423112,279

Accumulated amortisation(5,152)(922)(406)(81)(6,561)

Exchange adjustment20613(12)(11)196

Net book amount$5,297$452$26$139$5,914

Included within internally generated development costs is $1,102,000 (2015: $4,448,000) under development.

This cost is not yet being amortised. An impairment assessment has been performed at 31 December 2016

taking into account costs to complete the developments, costs to set up the manufacturing capability, estimates

of market volume and price and estimated manufacturing unit costs.

Amortisation and impairment

2016

$000s

2015

$000s

Amortisation of intangible assets1,234148

Impairment of intangible assets--

Research and development

Research & development costs expensed648414

Development time capitalised(1,262)(1,342)

38
ANNUAL REPORT 2016

4. Capital and financing costs

This section sets out the Group’s capital structure and shows how it finances its operations and growth.

In order to finance the Group’s activities (now and in the future) the Board monitors and determines the

appropriate capital structure for Wellington to execute strategy and to deliver its business plan.

4.1 Borrowings

2016

$000s

2015

$000s

Current portion

Mandatory Convertible Preference Shares5,974-

Loan facility - SuperLife1,500-

Finance lease25-

Liability at end of year$7,499$-

Non-Current portion

Mandatory Convertible Preference Shares-5,188

Finance lease34-

$34$5,188

Mandatory Convertible Preference Shares

On 19 May 2015 the Company issued $5,042,346 mandatory convertible preference shares at an issue price of

$0.20 per share, bearing a fixed coupon rate of 5% per annum, payable six monthly in arrears. In May 2017 the

convertible preference shares convert to ordinary shares in accordance with a conversion ratio. If the ordinary

share price (at that time) is greater than $0.24, then each convertible preference share will convert to ordinary

shares on a 1:1 basis. If the ordinary share price is less than or equal to $0.24, then preference shares convert

at $0.20 divided by 80% of the then share price for each preference share held.

The preference shares were recognised initially as a liability at fair value, net of issue costs incurred, and are

subsequently carried at amortised cost; any difference between the proceeds (net of issue costs and the value

attributed to the embedded option) and the redemption value (being 25,211,740 shares at $0.25) is recognised

in the income statement over the period to conversion using the effective interest method. The coupon on these

shares will be recognised in the statement of comprehensive income as interest expense.

2016

$000s

2015

$000s

Liability at start of year5,1884,507

Amortisation786681

Liability at end of year$5,974$5,188

The proceeds from the 2014 issue were $5,042,000. Issue costs were $346,000 and the value attributed to the

embedded option was $565,000 so the liability at date of issue was $4,131,000.

The effective interest rate on the liability is 19.15% taking into account costs of issue. The liability has been

classified as current because the preference shares convert in 2017. The carrying amount of the Group’s

mandatory convertible preference shares is denominated in NZD.

Loan facility – SuperLife Limited

In September 2016 the Company secured a $2 million unsecured loan facility from SuperLife Limited, a

shareholder. The loan facility has a one year term. Interest is payable quarterly at 14.75% pa and a $20,000

annual revolver fee is payable.

39
ANNUAL REPORT 2016

Finance lease

In March 2016 the Company entered into a 36 month equipment lease. The amount financed was $76,000 and

repayments in the year ended 31 December 2016 amounted to $17,000.

4.2 Finance

2016

$000s

2015

$000s

Finance income

Change in fair value of embedded option (note 6.7)-10

Other interest income839

$8$49

Finance expenses

Amortisation of borrowing (note 4.1)786681

Preference shares coupon252252

Other interest expense9337

$1,131$970

4.3 Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

2016

Shares

2015

Shares

2016

$000s

2015

$000s

Ordinary shares – fully paid231,684,047231,684,047117,155117,155

Ordinary shares – partly paid12,904,6358,993,5243729

US employee share options1,914,6001,058,372--

Preference shares (note 4.1)25,211,74025,211,740--

Total shares and options on issue271,715,022266,947,683$117,192$117,184

(a) Ordinary shares – fully paid

Opening balance of ordinary shares on issue231,684,047126,373,117117,155114,273

Issues of ordinary shares during the year:

• May / June 2015 issues at 3 cents for cash-105,310,930-3,159

• Share issue costs---(277)

Ordinary fully paid shares on issue at year end231,684,047231,684,047$117,155$117,155

All ordinary shares are authorised and have no par value. Ordinary shares entitle the holder to participate in

dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid

on shares held.

(b) Ordinary shares – partly paid

Partly paid shares outstanding at start of year8,993,5246,941,4622935

Issues of partly paid shares during the year:3,911,1114,207,05685

Lapsed-(2,154,994)-(11)

Surrendered----

Ordinary part paid shares on issue at year end12,904,6358,993,524$37$29

For further details of part paid shares see 6.2c

40
ANNUAL REPORT 2016

(c) US employees share options (numbers)

2016

Share Options

2015

Share Options

Options outstanding at start of year1,058,372673,510

Issues of U.S. employee options during the year:856,228384,862

Lapsed--

Outstanding at end of year1,914,6001,058,372

4.4 Accumulated losses

2016

$000s

2015

$000s

Opening balance(109,648)(106,994)

Loss for the year(2,478)(2,780)

Surrendered & lapsed employee share option scheme benefits-126

Accumulated losses at end of year$112,126($109,648)

4.5 Other reserves

2016

$000s

2015

$000s

Share option compensation reserve248121

Currency translation reserve(2,568)(2,083)

Hedging reserve324

($2,317)($1,938)

(a) Share Option Compensation Reserve

2016

$000s

2015

$000s

Share based compensation recognised at start of year121170

Net compensation expensed12777

Surrendered & lapsed share option scheme transferred to accumulated losses-(126)

$248$121

(b) Currency Translation Reserve

2016

$000s

2015

$000s

Opening balance(2,083)(2,502)

Movements for the year(485)419

($2,568)($2,083)

(c) Hedging reserve

2016

$000s

2015

$000s

Opening balance24(4)

Cash flow hedge fair value gains / (losses) for the year(21)28

Tax on fair value gains / (losses)--

$3$24

41
ANNUAL REPORT 2016

5. Risk

This section presents information about the Group’s exposure to financial and commercial risks; the Group’s

objectives, policies and processes for managing those risks.

5.1 Key financial risks

The Group’s principal financial instruments comprise receivables, payables, cash and cash equivalents,

borrowings and derivatives.

The Group manages its exposure to the key financial risks – market risk (including foreign currency risk and

interest rate risk), credit risk, liquidity risk and capital risk. The Group enters into derivative transactions

(principally forward currency contracts) to manage currency risks.

(a) Financial market risk

Foreign currency risk

The Group operates internationally and is exposed to foreign currency risk arising from various currency

exposures. Presently the Group's revenue is based on USD pricing and invoicing is almost entirely USD

denominated. The majority of the Group's product, manufacturing and logistics cost is invoiced and settled in

USD. This provides a strong natural hedge position between revenues and costs. USD funds are converted to

NZD to meet New Zealand operational costs as required.

The Company’s functional currency is USD. Changes in exchange rates then will result in monetary assets

and liabilities denominated in currencies other than USD (the functional currency) being revalued at balance

date and the resulting unrealised revaluation gain / loss recognised in the statement of comprehensive income.

Any realised gain / loss arising from the settlement in cash of these non USD transactions recorded during the

period will also be recognised in the statement of comprehensive income.

A sensitivity analysis of foreign exchange rate risk on the Group’s monetary assets and liabilities at 31

December 2016 is provided in the table below. This shows the impact of a 10% strengthening in the USD

exchange rate relative to other currencies – a positive impact on the results because NZD denominated debt will

be less in USD terms.

Carrying

amount

$000s

Currencies

other than

USD

$000s

Profit

impact

$000s

Equity

impact

$000s

Monetary assets:

Cash2,099465(33)(33)

Trade and other receivables9,015502(36)(36)

Monetary liabilities:

Trade and other payables(10,939)(1,198)8686

Borrowings(7,533)(7,533)542542

Net impact$559$559

A weakening of the USD exchange rate relative to other currencies will have an adverse impact. 10% was

chosen as a reasonable sensitivity given the historically volatile markets for foreign exchange. Amounts are

shown net of income tax. All variables other than applicable exchange rates are held constant. The profit and

equity impact on the same basis at 31 December 2015 was $354,000.

42
ANNUAL REPORT 2016

The Company’s reporting currency is NZD. Changes in NZD exchange rates will therefore impact the reported

results. For example, a decrease in the NZD / USD exchange rate will mean higher reported revenues, gross

profits and operating expenses and also higher operating assets and liabilities (including cash) as a result of the

translation from functional currency to reporting currency.

The impact of a change in NZD exchange rates on the reported NZD result (excluding any gains / losses arising

on financial assets and liabilities summarised above) is demonstrated in the table below.

Reported

in NZD

$000s

If NZD /

USD rate

had been

0.60

$000s

If NZD /

USD rate

had been

0.80

$000s

Revenue35,27441,74831,577

Gross profit8,45310,0047,567

Operating income206216200

Operating expenses (excluding depreciation & amortisation)(8,455)(8,953)(8,169)

EBITDA$204$1,267($402)

Interest Rate Risk

The coupon attaching to the Mandatory Convertible Preference Shares is 5% pa. In 2016, the Group borrowed

$1,500,000 from SuperLife and entered into a finance lease. The interest rate on this debt is fixed. There is no

other interest bearing debt.

The Group has cash deposits in various currencies to facilitate trading in the countries in which it has a

presence. Most of the cash deposits are held in either NZD or USD.

The impact of a 1% increase / decrease in interest rates over a one year period on the closing cash balance is

not significant.

(b) Credit risk

The Group generally trades with customers and banking counterparties who are well established. While there

are individually significant customers, the Group takes out trade credit insurance in order to provide better

security. Receivables balances are managed by and reported regularly to senior management according to

credit management policies and procedures. The amount outstanding at balance sheet date represents the

maximum exposure to credit risk.

Individual receivables are assessed as impaired where customers have defaulted on payment terms and

management has assessed the likelihood of recovery as remote. A full provision has been made against those

individually impaired assets. For receivables that are neither past due nor impaired, management does not

foresee any likelihood of default as the receivables are due from long-standing customers.

At balance sheet date, trade receivables of $275,000 were past due but not considered impaired (2015 -

$1,146,000). Of this amount $44,000 (2015 - $113,000) was 3 months or more overdue.

The Group enters into forward foreign exchange contracts within specified policy limits and only with counter-

parties approved by directors.

Cash and cash equivalents are deposited with a number of trading banks in New Zealand and overseas.

$1,387,000 is deposited with a major NZ trading bank with a Standard and Poors rating of AA- (2015:

$1,417,000 AA-) and $345,000 (2015: $553,000) with Western Union. The remaining balance of $367,000

(2015: $910,000) is held across a number of territories and non-performance of obligations by the relevant

banks is not expected due to the credit rating of the counter parties considered.

43
ANNUAL REPORT 2016

(c) Liquidity risk

The Group maintain regular forecasts of liquidity based on expected cash flows. The table below analyses the

Group’s financial liabilities into relevant groups based on the remaining period at the reporting date to the end

of the contractual date. The amounts disclosed are the contractual undiscounted cash flows.

20162015


$000's

Less than

6 months

7 to 12

months

More than

12 months

Less than

6 months

7 to 12

months

More than

12 months

Trade and other payables10,236--7,589--

Borrowings1,5121334---

Coupon on preference shares126--126126126

$11,874$13$34$7,715$126$126

Trade and other payables above exclude any liabilities for tax (including payroll taxes), statutory liabilities and

deferred income. 2015 comparative figures have been restated.

(d) Capital risk management

The Company monitors capital on the basis of cash requirements and, in order to maintain or adjust the capital

structure, generally issues new shares to investors through rights issues or institutional placements.

The Company has not been subject to any externally imposed capital requirements during the period.

44
ANNUAL REPORT 2016

6. Other information

This section includes other information that must be disclosed to comply with accounting standards and other

pronouncements, but that is not immediately related to individual line items in the financial statements.

6.1 Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries

in accordance with the accounting policy described in Note 2b.

Country of

incorporation

Class of

Shares

20162015

Wellington Drive Sales LtdNew ZealandOrdinary100%100%

Wellington Drive Technologies US, Inc

USAOrdinary100%100%

Wellington Motor Teknolojileri San Tic Ltd Sti

TurkeyOrdinary100%100%

Wellington Italia Srl

ItalyOrdinary100%100%

Wellington Drive Technologies Pte Ltd

SingaporeOrdinary100%100%

Wellington Manufacturing Group Singapore Pte Ltd

SingaporeOrdinary100%100%

Wellington Latin America Services SA de CV

MexicoOrdinary100%100%

Wellington Mexico Tecnologia SA de CV

MexicoOrdinary100%100%

All subsidiaries have a common balance date of 31 December.

6.2 Related party transactions

(a) Directors

The names of persons who are directors of the Company are on page 61.

(b) Key management personnel and compensation

Key management personnel compensation is set out below. Key management personnel comprise the

Directors including the Chief Executive Officer (CEO) and all the senior executives who report directly to the

CEO.

2016

$000s

2015

$000s

Salaries, fees and other short term benefits1,6331,525

Share based remuneration9769

Directors’ remuneration158174

Total$1,888$1,768

(c) Employee share based remuneration

Equity settled, share based compensation is provided to employees via the Wellington Partly Paid Share

Scheme and Wellington Employees Share Option Plan. The fair value of the employee services received in

exchange for the grant of part paid shares or options are recognised as an expense over the vesting period.

The proceeds received net of any directly attributable transaction costs are credited to share capital when the

partly paid share proceeds are received or options are exercised.

45
ANNUAL REPORT 2016

Ordinary shares – partly paid

Issue DateEarliest date

to exercise

Expiry

exercise date

Share hurdle

price (cents)

Partly paid

share price

(cents)

Balance

payable on

exercise

(cents)

Outstanding

at 2016

(numbers)

Outstanding

at 2015

(numbers)

24 Jun 201324 Jun 201724 Jun 201816.2916.2915.791,635,6651,635,665

18 Jun 201418 Jun 201718 Jun 201814.2214.2213.721,260,5871,260,587

23 Jul 201423 Jul 201723 Jul 201914.7314.7314.231,890,2161,890,216

1 Jul 20151 Jul 20171 Jul 20195.215.215.112,316,8402,316,840

1 Jul 20151 Jul 20181 Jul 20205.655.655.531,890,2161,890,216

20 Apr 201631 Mar 201731 Mar 20199.439.439.233,489,131-

30 Sep 201630 Sep 201930 Sep 202118.1718.1717.81421,980-

12,904,6358,993,524

A Partly Paid Share Scheme was established in June 2008, to enable certain employees to acquire shares in

the Company. After the earliest date to exercise, provided the market price for the Company’s shares is, at that

date, equal to or greater than the hurdle price stated above (and on or before 2 years after the earliest exercise

date), employees can settle the unpaid balance of their part-paid shares and transfer the shares to their name

or the name of their nominated trustee.

The April 2016 issue of part paid shares is subject to the company achieving specific financial performance

targets in the 2016 financial year or at the discretion of the directors pursuant to the rules of the Scheme.

Wellington Drive Technologies Share Scheme Trustee Limited (WSST) acts as trustee holding the part-paid

shares on behalf of employees. These partly paid shares are not quoted on the NZX and are not tradable.

Mr Greg Allen, the Company’s Chief Executive, was issued 1,260,587 part paid shares in June 2014, 2,316,840

shares in 2015 that have a two year vesting period and a further 1,218,073 in April 2016 subject to terms

outlined above.

Fair value is assessed at the date that the partly paid shares or share options are granted using a binomial

option pricing model that takes into account the exercise price, the three year term of the partly paid shares or

options, the exercise criteria, the likelihood of staff turnover, the non-tradable nature of the partly paid share or

option, the share price at the issue or grant date, the volatility of the returns on the underlying share and the risk-

free interest rate for the term of the partly paid share or option.

The model inputs for partly paid shares issued were as follows:

2016 issues2015 issues2014 issues2013 issues

• Market price or “hurdle price” required

to enable the partly paid shares to be

exercised:

9.43 – 18.17

cents

5.21 – 5.65

cents

14.22 – 14.73

cents

16.29 – 17.25

cents

• Expected volatility of the Company’s shares:58.1 – 59.4%43.4%46.57%52.7%

• Risk-free interest rate:1.92 – 2.34%2.97 – 3.04%3.63 – 3.87%2.87%

• Expected term:1 – 3 years2 – 3 years2 – 3 years2 – 3 years

U.S. employee share options

The Annual Meeting held in June 2010 approved the establishment of the United States Share Option Plan

and authorised the Board to issue up to 3,000,000 options. All options must be exercised within 12 months

after a period of three years from the date on which the options are issued. The price at which options can be

exercised under the United States Share Option Plan is the closing sales price on the date of the grant plus a

30% premium. Further details of share options granted are summarised below:

46
ANNUAL REPORT 2016

Grant DateExpiry dateExercise price (cents)

Outstanding at 2016

(numbers)

Outstanding at 2015

(numbers)

24 Jun 201324 Jun 201716.9

288,647 288,647

23 Jul 201423 Jul 201814.3

288,647288,647

21 Aug 201421 Aug 201812.2

96,21696,216

1 Jul 20151 Jul 20195.59

384,862384,862

20 Apr 201631 Mar 201911.7

760,013-

30 Sep 201630 Sep 202018.2

96,215-

1,914,6001,058,372

The model inputs for partly paid shares issued were as follows:

2016 issue2015 issue2014 issues2013 issue

• Market price or “hurdle price” required (being

the issue price plus 30%) to enable the

options to be exercised:

18.2 cents5.59 cents12.2 – 14.3

cents

16.9 cents

• Expected volatility of the Company’s shares:58.1-59.4%43.4%46.57%52.7%

• Risk-free interest rate:1.92-2.34%3.04%3.87%2.87%

• Expected term:3 years3 years3 years3 years

6.3 Contingencies

There are no material contingent liabilities or assets (2015 - $nil).

6.4 Financial instruments by category

2016

$000s

2015

$000s

Assets per Statements of Financial Position

Loans and Receivables

Trade and other receivables8,1335,173

Cash and cash equivalents2,0992,880

Derivatives used for hedging (at fair value)

Derivative financial instruments-24

$10,232$8,077

Liabilities per Statements of Financial Position at amortised cost

Trade and other payables10,2797,631

Borrowings7,5335,188

Derivatives used for hedging (at fair value)

Derivative financial instruments--

At fair value14

Embedded option--

$17,826$12,819

Fair value estimation

The only financial instruments carried at fair value are derivatives comprising forward foreign exchange

contracts and the embedded option in the preference shares.

The forward exchange contract has been classified as Level 2 and the embedded option as Level 3.

47
ANNUAL REPORT 2016

The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)

• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (ie as prices) or indirectly (ie derived from prices) (Level 2)

• Inputs for the asset or liability that are not based on observable market data (ie unobservable inputs) (Level 3)

The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance

sheet date, with the resulting value discounted back to present value.

The fair value of the embedded option is described in more detail in note 6.7a.

6.5 Other disclosures

Auditors remuneration

2016

$000s

2015

$000s

PricewaterhouseCoopers:

- Audit of financial statements of the Group9085

- Procedures over interim financial statements of the Group76

Audit of subsidiaries by other auditors77

Total remuneration for audit services$104$98

6.6 New accounting standards

New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods

beginning after 1 January 2016 and have not been applied in preparing these financial statements

NZ IFRS 9, ‘Financial instruments’, addresses the classification, measurement and de-recognition of financial

assets, financial liabilities, impairment of financial assets and hedge accounting addresses the classification,

measurement and recognition of financial assets and financial liabilities. The standard is mandatory for

accounting periods beginning on or after 1 January 2018.

NZ IFRS 15, ‘Revenue from contracts with customers’ establishes the framework for revenue recognition. The

standard is mandatory for accounting periods beginning on or after 1 January 2018.

IFRS 16, ‘Leases’, requires a lessee to recognise a lease liability reflecting future lease payments and a 'right-

of-use asset' for virtually all lease contracts. The standard is mandatory for accounting periods beginning on or

after 1 January 2019.

Whilst the Group has not yet formally assessed the impact of these standards, IFRS15 is not expected to have

a significant impact on the Group’s revenue recognition policies and for IFRS16, the Group’s operating lease

commitments are disclosed in note 2.4(b) which would be subject to the requirements of IFRS16.

6.7 Derivative financial instruments

2016

$000s

2015

$000s

Option embedded in the preference shares-

-

Forward foreign exchange contracts(14)24

(Liability) / asset at end of year($14)$24

48
ANNUAL REPORT 2016

(a) Option embedded in the preference shares

The mandatory convertible preference shares have the characteristics of both a bond-like security and an

embedded option:

• The bond like component promises the preference shareholders the payment of a coupon of 5%, payable

on a 6 monthly basis, in arrears;

• The embedded option component provides the preference shareholders with the ability to benefit if the

share price of the Company’s ordinary shares is above $0.25 at the conversion date.

The embedded option derivative is initially recognised at fair value as determined by an independent valuer

using the Black-Scholes valuation model. It is subsequently remeasured by the Company at 31 December.

2016

$000s

2015

$000s

Liability at start of year-

(10)

New issue (note 4.1)--

Gains recognised in finance income (note 4.2)10

Exchange adjustments--

Liability at end of year$-$-

The embedded option is highly sensitive to the market share price at the date of valuation. All other key

variables do not have a significant impact on the fair value measurement.

(b) Forward foreign exchange contracts

The majority of the Group’s revenue is invoiced in USD and the majority of the Group’s product and logistics

costs are settled in USD. Head office and Engineering costs are largely NZD denominated. The Parent

may hedge highly probable forecast NZD costs that are expected to occur at various dates over the next 6

months. These contracts are timed to mature when the costs will be incurred. The forward currency contracts

are considered to be highly effective as they are matched against forecast cash outflows with any gain/

loss on contracts attributable to the hedged risk taken directly to equity and recycled to the Statement of

Comprehensive Income in the following year when the contract is settled.

49
ANNUAL REPORT 2016



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Wellington Drive Technologies Limited

Wellington Drive Technologies Limited’s consolidated financial statements as at and for the year

ended 31 December 2016 comprise:


 the consolidated statement of comprehensive income;

 the consolidated statement of movements in equity;

 the consolidated statement of financial position;

 the consolidated cash flow statement; and

 the notes to the consolidated financial statements, which include the significant accounting

policies.


Our opinion

In our opinion, the consolidated financial statements of Wellington Drive Technologies Limited (the

Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial

position of the Group as at 31 December 2016, its financial performance and its 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 opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

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

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

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

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out procedures over the interim financial statements of the Group. The provision of

this service has not impaired our independence as auditors of the Group.



49

50
ANNUAL REPORT 2016

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $353,000 which represents 1% of revenue.

We chose revenue as the benchmark because, in our view, it is a relatively

stable measure of performance relative to the size of the Group, and it is one of

the benchmarks against which the performance of the Group is most

commonly measured by users of the financial statements. It is also a key

business driver, the focus of management and the board.

Our key audit matters are:

Carrying amount of development costs; and

Inventory existence and valuation.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

Material uncertainty related to going concern

We draw attention to Note 1.2 (a) to the financial statements, which discloses that amounts owing to

SuperLife Limited are scheduled to be repaid in September 2017. Management is currently exploring a

number of financing options including obtaining bank funding to replace the SuperLife facility.

In the event that sufficient alternative external funding cannot be obtained, it is management’s

intention to defer discretionary operating and capital expenditure and further improve supplier

working capital processes in order to repay this facility when it falls due. However the Group’s cash

flow forecasts include a number of significant judgements and assumptions and as a result, actual

results and cash flows may vary materially from forecast.

These conditions, along with other matters as set forth in Note 1.2 (a), indicate the existence of a

material uncertainty which, in the event of management not being successful in executing its plans,

50

51
ANNUAL REPORT 2016

may give rise to significant doubt over the ability of the Group to continue to operate as a going

concern. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. 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.

In addition to the matters described in the material uncertainty related to going concern section, we

have determined the matters below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter

Carrying amount of development costs

At 31 December 2016, the Group has

capitalised product development costs

amounting to $5.3 million, net of

accumulated amortisation relating to SCS

Connect and ECR2, the Group’s new

products.

At the end of 2015, the ECR2 motor and

SCS Connect were complete. Further

development of SCS Connect was

incurred in 2016 to meet additional

customer needs.

The total development costs capitalised

amounting to $1.9 million comprised

internal labour time and other directly

attributable external costs.

The accounting standard on capitalising

such costs sets out a prescribed criteria

that needs to be met before the costs can

be capitalised. The requirements are that

the related products are technically and

commercially feasible, the project is

adequately resourced to completion and

future sales are expected to be sufficient

to recover the capitalised costs. Assessing

whether these criteria are met involves

significant judgement and estimation.

Refer to note 3.3 of the financial

statements - Intangible assets.

The carrying amount of development costs was a key

audit matter because it involves a significant amount

of audit effort and the determination on whether the

development costs capitalised meet the accounting

standard criteria for recognition involves judgement

and estimation.

We performed the following procedures:

We obtained an understanding of how co

sts

are identified relating to development

products and how management determines

which costs can be capitalised.

Through our testing of revenue, we were able

to determine that both the ECR2 motor and

SCS Connect have generated revenue since

January 2016 supporting the view that they

are both technically and commercially

feasible.

We tested, on a sample basis, capitalised costs

to either external invoices or payroll records.

From the procedures performed we have no

matters to report.

We were able to confirm management’s ability

to accurately forecast sales by comparing

the

sales achieved in 2016 relative to the 2016

forecasts. Based on this assessment, purchase

orders received and our review of the 2017

forecasts sales and gross profit on these

products appear sufficient to recover the

capitalised costs.

51

52
ANNUAL REPORT 2016

Key audit matter How our audit addressed the key audit matter

Inventory existence and valuation

As at 31 December 2016, the Group had

inventory of $3.5 million. Given the size

of the inventory balance as compared to

the total assets of the Group and that the

inventory is held at third party locations,

the existence and valuation of inventory

is a key audit matter.

Refer to note 3.1c of the financial

statements - Inventory.

We performed the following audit procedures over

inventory existence and valuation:

We gained an understanding of manage

ment’s

processes and controls for obtaining and

confirming the quantity and condition of

inventories held by third parties.

We obtained third party confirmations an

d

assessed the reliability of these confirmations,

by checking that the third party warehouses

are genuine companies and confirmations

were received directly from third party

warehouse personnel. We also reviewed the

Group’s contracts with these third party

warehouses.

We

tested the cost of inventory, on a sa

mple

basis, to supplier invoices.

We gained an understanding of the Group’s

inventory provisioning process, which

involves a monthly line by line review of

inventory. Judgement is involved in

determining the amount of provision assigned

to specific stock lines based on condition and

relative recovery value.

We considered the impact on older products

and the potential risk of obsolescence given

the introduction of newer models, such as the

ECR2 motor.

We tested the reliability of management’s

provisions by assessing the actual inventory

write off in 2016 against the provision.

From the procedures perfo

rmed, we have no

matters to report.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual 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 included in

the annual report and we do not express any form of assurance conclusion on the other information. In

connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

52

53
ANNUAL REPORT 2016

appears to be materially misstated. If, when we read the annual report, we conclude that there is a

material misstatement of this other information, we are required to report that fact.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, 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 for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

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

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

but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs 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 financial statements is located at the

External Reporting Board’s website at:

https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which 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 and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Julian Prior.

For and on behalf of:

Chartered Accountants

Auckland

1 March 2017

53

54
ANNUAL REPORT 2016

Statutory Information

Introduction

Directors have resolved that no dividend be declared payable.

The Company does not have a credit rating.

Remuneration of Directors

During the year the following remuneration was paid or payable to directors:

20162015

Mr T. Nowell$50,000$50,000

Dr L. Jacobs$30,000$30,000

Mr G. Pausch

1.

$30,000$30,000

Mr J. McMahon

2.

$30,000$30,000

Mr S. R. Beck

3.

$22,500$30,000

Note

1. Fees for Mr G. Pausch are paid to Board Advisory Services Ltd.

2. Fees for Mr J. McMahon are paid to Meta Capital Ltd.

3. Mr Beck resigned as a director on 30 September 2016.

Interested Transactions

The Directors have disclosed the following transactions with the Company:

• Interested Transactions – There have been no transactions during the year with interested or related parties.

• Directors’ Remuneration – Remuneration details of Directors are provided above.

• Indemnification and insurance of officers and directors – The Company indemnifies directors and executive

officers of the Group against all liabilities which arise out of the performance of their normal duties as director or

executive officer, unless the liability relates to conduct involving lack of good faith. To manage this risk, the Group

has indemnity insurance. The total cost of this insurance expensed during the year ended 31 December 2016 was

$50,769 (2015 - $51,975).

• Directors’ Share Transactions – Shawn Beck resigned from the board during the year and has retained his

shareholding interests in Wellington at year-end. Other than this, no changes in directors shareholding have

occurred during the year. Details of numbers of shares held by directors are shown below.

• Directors’ Loans - There were no loans by the Company to Directors.

• Key Management Share Transactions - In April 2016 key management were issued 2,798,139 part paid ordinary

shares and 414,650 US Share Options; In September 2016 key management were issued 192,431 part paid

ordinary shares; During 2016 changes in the organisation chart resulted in 50,000 part paid shares being deemed

to be held by key management.

Note Key management personal include the Directors, the Chief Executive Officer (CEO) and all the senior executives who report directly to the

CEO. For the purposes of these disclosures directors interests are disclosed separately to other key management.

• The Board received no notices during the year from directors requesting to use Company information received in

their capacity as directors which would not otherwise have been available to them.

55
ANNUAL REPORT 2016

Directors’ Shareholding

31 December 201631 December 2015

Ordinary sharesTotal Relevant InterestDirectTotal Relevant InterestDirect

Mr T. Nowell262,708-262,708-

Mr J. McMahon9,055,285-9,055,285-

Mr G. Pausch-1,000,000-1,000,000

Mr S. R. Beckn/an/a842,074-

Convertible preference shares

Mr T. Nowell17,750-17,750-

Mr J. McMahon911,057-911,057-

Notes: Mr Beck resigned as a director during the year – his 2016 balances are shown as n/a for this reason. Further details of the movements in the

shareholdings of directors are provided above under Interested Transactions.

Employees

The number of employees, other than Directors, within the Group receiving remuneration and benefits above

$100,000, as is required to be disclosed in accordance with section 211(1) (g) of the Companies Act 1993, is

indicated in the following table.

GROUP

20162015

$100,000 - $109,99931

$110,000 - $119,99935

$120,000 - $129,99952

$130,000 - $139,999-2

$160,000 - $169,999-1

$170,000 - $179,9992-

$180,000 - $189,9991-

$190,000 - $199,99912

$200,000 - $209,9991-

$210,000 - $219,99911

$220,000 - $229,999-1

$230,000 - $239,99911

$290,000 - $299,99911

$390,000 - $399,9991-

$450,000 - $459,999-1

NZX Waivers

In accordance with NZ Stock Exchange Listing Rule 10.5.3(f), there were no waivers granted by the NZ Exchange

during the year ended 31 December 2016.

Auditors

In accordance with Section 200 of the Companies’ Act 1993, the auditor, PricewaterhouseCoopers, continue in office.

For and on behalf of the Board


.....................................

T. Nowell,

CNZM

Chairman

14 March 2017

56
ANNUAL REPORT 2016

Shareholder Information

Shareholders

As at 31 December 2016 there were 2,440 shareholders holding 231,684,047 fully paid ordinary shares and 225

shareholders holding 25,211,740 convertible preference shares.

Share Issues

Issues to staff pursuant to the Company’s long term incentive scheme are outlined in notes 4.3 and 6.2 to the

Financial Statements.

There were no other issues of ordinary or preference shares in 2016.

Shareholder Details

The ordinary shares of Wellington Drive Technologies Limited are listed on the New Zealand Stock Exchange. The

information in the disclosures below has been taken from the Company’s registers at 3 March 2017:

20 largest shareholders

Ordinary Shares

Convertible

Preference

Shares

2.

1.N.Z. Central Securities Depository Ltd

1.

93,372,90321,663,593

2.East West Manufacturing LLC19,433,333-

3.Wairahi Trust10,100,000-

4.Investment Custodial Services Ltd9,846,0051,781

5.ASB Nominees Ltd (Account 574233)9,055,285911,057

6.Graham Trustees Ltd8,126,686372,000

7.Flynn No 2 Trustees Ltd4,874,291-

8.R.D. Armstrong4,487,030-

9.FNZ Custodians Ltd3,326,20414,033

10.Forsyth Barr Custodians Ltd2,195,29811,719

11.ASB Nominees (Account 317485)2,000,00030,000

12.G. Allen1,980,89719,231

13.Leveraged Equities Finance Ltd1,950,000-

14.Tane Nui Family Trust1,650,000-

15.H. D. Milliner1,589,27738,462

16Rivendale Trust1,486,846-

17.B.D Lobb1,310,38462,077

18.R.& S. Jackson Family Trust1,000,00050,000

19.G. Pausch1,000,000-

20.Shawn Beck Trust842,074-

Note 1. N.Z. Central Deposit Securities Depository Limited hold shares on trust for 11 different shareholders. The largest of these are: BNP Paribas

Nominees (N.Z.) Ltd – 67,848,862; N.Z. Permanent Trustees Ltd – 8,750,000 shares; TEA Custodians Ltd – 5,034,958 shares; Accident Compensation

Corporation – 3,597,804 shares; JPMorgan Chase Bank NA – 3,020,851 shares; Guardian Nominees No 2 Account – 2,077,078; and National

Nominees N.Z. Ltd – 1,558,437 shares.

Note 2. Holdings of convertible preference shares are not ranked largest to smallest.

57
ANNUAL REPORT 2016

Distribution of Equity Securities

ShareholdersFully Paid Ordinary Shares

Size of Holdings (at 3 March 2017)

Number %Number %

1-99999940.77337,8830.15

1,000-1,9992339.51312,5110.13

2,000-4,99933813.801,054,3860.45

5,000-9,9992299.351,591,8180.69

10,000-49,99940816.659,215,8913.98

50,000-99,999913.715,693,6342.46

100,000-499,9991134.6122,264,1639.61

500,000-999,999200.8213,013,9555.62

over1,000,000190.78178,199,80676.91

2,450100.00231,684,047100.00

2,326 (or 94.9%) shareholders, holding 203,552,640 shares (or 87.9%) reside in New Zealand.

Substantial Security Holders

Pursuant to section 26 of the Securities Markets Act 1988, details of substantial security holders and their total

relevant interests as per their most recent notices are:

NameNumber of shares

#

Date of Notice

Smartshares Limited (Custodian – BNP Paribas Nominees (NZ) Ltd)64,409,535

2 Nov 2016

East West Manufacturing LLC10,600,00017 Sep 2013

#

Number of shares is taken from notices received. No adjustments have been made for changes that may have subsequently occurred from the

dates of notices stated. The definition of “relevant interest” in the Securities Markets Act 1988 provides that more than one relevant interest can exist in

respect of the same securities.

During the year SuperLife Trustee Nominees Ltd and Harbour Asset Management Ltd ceased to be a Substantial Security Holder.

Shareholder Enquires

Shareholders should send changes of address to Computershare Investor Services Limited at the address noted

in the Directory on page 61. Notification must be in writing. Questions relating to shareholdings should also be

addressed to Computershare Investor Services Limited. For information about the group please contact the company

at the registered office by sending an email to info@wdtl.com or visit our website http:/www.wdtl.com.

Announcements to Shareholders

The company has established an email list of shareholders that want to receive announcements made by Wellington

Drive to the New Zealand Stock Exchange. Announcements are emailed to shareholders who wish to receive them

shortly after they are released. This will include the Annual Meeting addresses. If you want to be added to this listing,

please email info@wdtl.com and advise us of your email address. Your email details will be kept confidential.

Announcements are also posted on our website www.wdtl.com normally the day after they are released.

58
ANNUAL REPORT 2016

Corporate Governance

The Board of Wellington Drive Technologies Limited is committed to acting with integrity and expects high standards

of behaviour and accountability from all its officers and staff.

Role of the Board

The Board’s primary objective is the enhancement of shareholder value by following appropriate ethical strategies,

and ensuring effective and innovative use of available Company resources. The Board is responsible for the

management, supervision, and direction of the Group. Day-to-day management of the Group is delegated to the

Chief Executive.

Compliance

The governance principles adopted by the Board are designed to meet best practice recommendations for listed

companies to the extent that it is appropriate to the size and nature of Wellington’s operations. The Board endorses

the overall principles embodied in the N.Z. Stock Exchange Corporate Governance Best Practice Code and believes

the company’s corporate governance principles, policies and practices do not materially differ from best practice

principles.

Board Meetings

The Board normally meets nine to eleven times each year for scheduled meetings. Additional meetings are held

where specific matters require attention between scheduled meetings. Board meetings are used to monitor,

challenge, develop, and fully understand business and operational issues.

Composition of the Board

The Constitution provides that there will be not less than three and not more than eight directors. N.Z. Stock

Exchange requirements are that at least two directors or one-third, are independent directors. The Board has four

directors, all of whom are independent. Profiles of Directors are given on Page 16.

Criteria for Board Membership

When a vacancy arises, the Board identifies candidates with a mix of capabilities and perspectives considered

necessary for the Board to carry out its responsibilities effectively. A director appointed by the Board must stand for

election at the next Annual Meeting. At each Annual Meeting one-third of directors must retire by rotation. Retiring

directors are eligible for re-election.

Non-executive Directors’ Remuneration

The fees payable to non-executive directors are determined by the Board within the aggregate amount approved by

shareholders. The Board considers the advice of independent remuneration consultants when setting remuneration

levels. The current directors’ fee pool limit is $200,000 which was approved by the shareholders at the 14 November

2006 annual meeting of shareholders.

Details of the remuneration paid to directors are disclosed on Page 54 in the Annual Report.

Board Committees

The Board has established four committees to guide and assist the Board with overseeing certain aspects of

corporate governance. These committees are the Audit Committee, the Technology and Innovation Committee, the

Executive Appointment and Remuneration Committee and the Risk Committee. Each sub-committee is empowered

to seek any information it requires from employees in pursuing its duties and to obtain independent legal or other

professional advice. The Company has not established a nomination committee, believing these matters are best

dealt with by the full Board.

Audit Committee

The Audit Committee operates under a charter approved by the Board and is accountable to the Board for:

overseeing the quality and integrity of external financial reporting including the accuracy, completeness and timeliness

59
ANNUAL REPORT 2016

of financial statements; the appropriateness of accounting policies, areas of judgement, compliance with accounting

standards, stock exchange and legal requirements; and the business’s relationship with, and the independence of,

the external auditor.

The committee also approves any non-audit work carried out by the Company’s auditor and ensures that the lead

partner in the audit firm is rotated every five years.

The committee is composed of three non-executive directors, all of whom are independent.

The current members are Tony Nowell (Chairman), Lisbeth Jacobs and John McMahon.

Risk Committee

The Risk Committee operates under a charter approved by the Board and is accountable to the Board for the

maintenance of an effective business risk management framework including credit, liquidity, market, insurance,

operational, regulatory and reputational risks.

The current members are Tony Nowell (Interim Chairman) and Gottfried Pausch.

Executive Appointment and Remuneration Committee

The Executive Appointment and Remuneration Committee operates under a charter approved by the Board and

is accountable to the Board for: the remuneration and appointment of the senior executive team; management

succession planning; reviewing and approving compensation arrangements; establishing employee incentive

schemes; and the remuneration of the Board. The committee also advises on proposals for significant company-

wide remuneration policies and programmes. In carrying out this role, the sub-committee operates independently of

senior management of the Company, and obtains independent advice on the appropriateness of the remuneration

packages.

The current members are Gottfried Pausch (Chairman), Tony Nowell and John McMahon.

Technology & Innovation Committee

The Technology & Innovation Committee operates under a charter approved by the Board and is accountable to

the Board for overseeing and providing counsel on overall strategy, direction and effectiveness of technology and

innovation activities.

The current members are Lisbeth Jacobs (Chairwoman) and Gottfried Pausch.

Health and Safety

Wellington is committed to maintaining a safe and healthy workplace and believes all accidents are preventable.

To achieve this company has a Health and Safety Committee that meets monthly and reports to the Board. The

Committee is made up of a mix of senior management and staff from key operational areas. The Committee strives

to: maintain and continually improve our Health and Safety systems; proactively identify hazards and take all steps

to eliminate or mitigate these; consult and actively promote participation in Health and Safety matters throughout the

Company.

Trading in shares

Wellington is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring adherence

to all applicable laws and regulations.

Wellington has a detailed insider trading policy applying to all directors and employees. No director or employee

may use confidential unpublished price sensitive information in his or her position to engage in securities trading for

personal benefit or to provide benefit to any third party. Short term trading in Wellington shares and buying or selling

(while in possession of unpublished price-sensitive information) is strictly prohibited.

All directors and employees must obtain consent to trade in securities prior to trading. All members of the Board

need to consent to the application. Once these consents have been received the Chairman of the Wellington Board

or (where the Chairman is unavailable) the Chairman of the Board’s Audit Committee, will approve or decline the

application. The Company monitors trading and reports any share movements to the Board at every meeting.

60
ANNUAL REPORT 2016

Relationship with the Independent Auditor

The Company has adopted a policy to ensure that audit independence is maintained, both in fact and appearance,

such that Wellington’s external financial reporting is viewed as being reliable and credible. The policy covers the

following areas:

• The external auditor must remain independent of the Company at all times and comply with the New Zealand

Institute of Chartered Accountants’ (NZICA) Code of Ethics;

• The external auditor must monitor its independence and report to the Board that it has remained independent;

• Guidelines in relation to the provision of non-audit services by the external auditor in order that the provision of

such services does not impair the external auditor’s independence or objectivity; and

• The audit firm may be permitted to provide non-audit services that are not considered to be in conflict with the

preservation of the independence of the auditor subject to the approval of the Audit Committee.

The Audit Committee must approve significant permissible non-audit work assignments that are awarded to an

external auditor.

Diversity Disclosure

In accordance with Listing Rule 10.5.5(j) the Company makes the following diversity disclosures:

31 December 2016MaleFemaleTotal

All directors314

75%25%100%

Officers8-8

100%-100%

31 December 2015

All directors415

80%20%100%

Officers10-10

100%-100%

Officers (or key management personnel) comprise the directors, the Chief Executive Officer (CEO) and all the senior

executives who report directly to the CEO. For the purposes of the above table, directors are disclosed separately to

officers. The Company does not currently have a formal diversity policy.

61
ANNUAL REPORT 2016

Directors

Tony Nowell, Chairman

Dr Lisbeth Jacobs

John McMahon

Gottfried Pausch

Senior Staff

Greg Allen, Chief Executive Officer

Steven Hodgson, Senior Vice President Commercial

David Howell, Chief Technical Officer

Howard Milliner, Chief Financial Officer

Marc Tinsel, Head of Manufacturing

Peter Barnes, Global Quality Leader

Ali Karahasanoğlu, Sales Director, Europe / Eurasia

Erick Layseca-Flores, Business Development

Manager, Americas

Clayton Thomas, Sales & Marketing Director, Asia /

Pacific

Gerardo Gonzalez, VP Intelligent Systems

Business Unit

Ron Jackson, Secretary

Phone/Fax

Ph: 64-9-477 4500

Fax: 64-9-479 5540

Internet

Website: www.wdtl.com

Email: info@wdtl.com

Address

21 Arrenway Drive

Rosedale, Auckland 0632, New Zealand

PO Box 302-533, North Harbour

Auckland 0751, New Zealand

Registered Office

21 Arrenway Drive

Rosedale, Auckland 0632, New Zealand

Auditor

PricewaterhouseCoopers

188 Quay Street, Auckland 1142, New Zealand

Banker

Bank of New Zealand

Share Registry

Computershare Investor Services Ltd,

Private Bag 92119, Auckland 1142

New Zealand

Directory

www.sussexdesign.co.nz
Annual Report 2016

www.wdtl.com

WT8856

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.