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Wellington Drive Technologies 2017 Annual Report

Annual Report22 March 2018AOFFinancials

Annual Report 2017

2
ANNUAL REPORT 2017

Contents

Overview

1. The Wellington Business is Changing

3. Products and Solutions

4. Team Members

6. 2017 Business Highlights

7. Report of the Chairman and Chief Executive Officer

Our Company

15. Directors

16. Senior Management

Financial Statements

18. Consolidated Statement of Comprehensive Income

19. Consolidated Statement of Movements in Equity

20. Consolidated Statement of Financial Position

21. Consolidated Cash Flow Statement

22. Notes to the Consolidated Financial Statements

48. Independent Auditor's Report

55. Statutory Information

57. Shareholder Information

59. Corporate Governance

66. 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,

and challenge to, Wellington's intellectual property.

All references in this document to $ or "dollars" are references to New Zealand dollars unless otherwise stated.

Wellington's financial year is 31 December.

The Wellington Business is Changing
The Wellington business is changing rapidly, as customers’ needs and priorities change and the world moves ever

faster towards a digital future. Food and beverage customers, while still focused on energy efficiency and cost

reduction, are increasing their efforts to acquire technologies that will help them connect directly with consumers.

Food and beverage brands are increasingly leveraging connectivity solutions, software solutions and associated

products to improve sales revenues and margins.

Wellington is constantly adapting to these changing market

dynamics by developing new IoT (Internet of Things) solutions

such as SCS™ Connect, and energy efficient motors such as

ECR2, for existing and new customers. Revenue from these

new products has increased fourfold in the last two years as

the Company has diversified within the traditional bottle cooler

segment and in new markets such as supermarket display

and food service.

The board and management team continually review the

strategic direction of Wellington, informed by market trends,

changing customer needs and the capabilities needed to

support them. Over the past seven years the Company’s

strategy has progressed from an initial turnaround plan to a

focus on new products and market segments driven by these changing customer needs. The next five years will look

quite different to the last, with further new technologies, new products, new customers, new markets and stronger

growth projections.

The 2013 ‘Beyond the Motor’ vision has now been fully realised, with sales of connected IoT devices, such as SCS™

Connect, at scale to large food and beverage brands. Indeed, since 2014, the Wellington strategy has evolved from

‘Beyond the Motor’ to ’Beyond Hardware’: it is developing and growing a new IoT business that includes $1 million of

data services since inception in 2016. The forthcoming refreshed growth strategy will see the Company move forward

even faster in the data and digital solutions space. It will leverage the iProximity partnership and is also exploring

further relationships in this dynamic new space.

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ANNUAL REPORT 2017

2018
La unch Vision 2022

2022 Gro wth St ra tegy

2011 to 2013

Turnaround Focus

Restru cturi ng & Cost Reduction

2013 to 2014

Supply Chain Focus

Opera tional Excellence

2014 to 2016

Beyond the Motor

SCS & ECR2 Pl atforms

2017

Beyond the Motor

IoT & Data Services

Wellington is no longer simply a motor company. It is

developing and acquiring technologies that help food and

beverage brands better manage their point of sale equipment

(including coolers) and help them grow their sales by

enabling direct connection with the consumer.

New investments in IoT solutions and software services, and

a focus on EC motors outside of the traditional bottle cooler

market, has led to the exploration of opportunities in the

broader food and beverage segment.

The first half of 2018 will see the release of the Company’s

2022 Vision and a refreshed growth strategy, that will be

delivered through an expanding range of products and

services, underpinned by the Company’s core strengths

in execution, ‘customer first’ driven product development,

engineering expertise and customer service.

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ANNUAL REPORT 2017

Products and Solutions
Wellington continues to develop a broad range of products to serve the food and beverage market, ranging from

energy efficient motors, IoT hardware and data services, and the digital solutions needed for our customers to

connect directly with retailers and consumers.

Currently Wellington’s branded product offerings include:

IoT Hardware – IoT products designed to track and manage coolers and

connect wirelessly with the consumer in front of the cooler or food dispenser.

Products include SCS™ Connect, SCS™ Motion Sensor and SCS™ Click, all of

which are used to deliver fleet management and connectivity capability for food

and beverage brand customers. Over 212,000 devices were sold in 2017, up

from the 52,000 in 2016.

Proximity Technology – A range of industry standard connectivity solutions,

customised to meet customers’ needs and either embedded in Wellington

hardware or offered as standalone products through iProximity. The Company

is able to offer standalone Bluetooth beacons, Near Field Communication

(NFC) tags and QR codes based consumer engagement solutions. The

proximity technologies enable consumers to interact with the cooler, display

shelf or other point of sale equipment, and get information and promotions on

the product they wish to purchase.

Smarter Coolers Platform - Data and reporting services built around

mobile apps. SCS™ Field, SCS™ SalesForce and SCS™ Report provide the

management platform to deliver a range of point of sale fleet management

services to customers. Our newly released SCS™ Retailer is a retailer app

that enables store management to control and improve the performance of

customers’ in-store systems. This platform comes installed on every SCS™

Connect and SCS™ Click sold and is integrated with the iProximity mobile app

set. Wellington has an ‘App Centric’ approach to delivering tools to clients.

Software as a Service – the iProximity iPX™ IoT platform, built on the Cloud,

provides the enterprise system that gives customers the ability to engage

directly with the consumer, manage large promotion campaigns, and deliver

content at ‘point of sale’ in front of the cooler or food dispenser. During 2017

the primary focus was marketing and promoting the new iPX™ platform

offering. Sales are expected to commence in 2018.

Energy Efficient EC Motors – The next generation ECR2 platform and the

more mature ECR1, ECR82 and ECR92 platforms continue to deliver low cost,

highly reliable and efficient airflow solutions to refrigeration manufacturers.

These are electronic motors designed to improve reliability, reduce operating

costs and reduce the carbon footprint of commercial coolers. The new ECF™

Fanpack brand is focused on delivering a fully integrated airflow solution to

supermarket equipment manufacturers. A total of 1.3 million EC motors were

sold in 2017, a modest increase over the 1.2 million sold in 2016.

Standard shaded pole motors – For customers wanting the economy of

shaded pole motors, Wellington offers a range of Q frame shaded pole fan

motors under our AirMoVent™ (AMV) brand. These motors are designed for

lower cost bottle cooler applications and are often used as a precursor to a

customer investing in ECR™ motors. 109,000 total motors were sold in 2017,

down from the 165,000 sold in 2016 as some customers moved their AMV

demand to Wellington EC motors.

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ANNUAL REPORT 2017

Team Members
Wellington’s business is built around the strength of its team and the depth of its customer relationships. Wellington’s

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. Below are three key staff members who work every day to deliver value to customers.

Solomon - Manufacturing

Engineer, New Zealand

"I work in the New Zealand office

as part of the Manufacturing

Engineering team. We are

responsible for controlling all

hardware products that are

delivered to customers. This

includes ensuring that products

have the correct manufacturing

process instructions, bills of

material, and are assembled

correctly to the customer

requirements. All new engineering

requests and quotations come

through my team to assess whether

the new product is feasible. We

are very responsive to customer

needs and try very hard to meet

their expectations. We recently had

a request from a large supermarket

OEM for a centrifugal fan version

of our ECR2 motor. This requires

detailed drawing and assessments

of manufacturability including

discussions with the manufacturer

to determine how it can be made. If

we can figure out how to make this,

we can deliver increased sales for

Wellington – which makes my job

very exciting."

Roger Lee – Applications

Engineer, Singapore

“I am part of the global sales team

and support customers in South

East Asia. Much of my time is spent

training customers on Wellington’s

SCS™ Connect solution and

ensuring customer installations

are working well. I spend a great

deal of my time in the field, visiting

retail locations and assessing how

our SCS™ Connect will provide

the best information to the retailer

and the brand. Most of my work is

technical in nature and I always try

and find ways to add value to the

customer, giving them a reason to

adopt our solutions faster. When

not supporting field installations, I

am working closely with the APAC

sales team to win new business

for the Company. Being based in

Singapore means I can quickly be

at any customer in the region.”

Victoria Alegria – Quality

Engineer, New Zealand

“I recently transferred to work in the

Auckland office after many years

working in Queretaro, Mexico for

the Latin America Business Unit. In

Mexico my main role was to support

customer quality, helping customers

understand any quality issues and

provide solutions to their problems.

Moving to New Zealand, I am taking

my customer quality experience and

using it to help the team design and

manufacture better products. This

means I am part of the quality team

that analyses customer returns,

manufacturing quality data and

product improvement opportunities

and implement improvement

actions. If we continue to improve

our products then we can sell more

globally, so my quality role has a

direct impact on sales growth, cost

avoidance and the performance of

the Company.”

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ANNUAL REPORT 2017

Product flows
Americas Business Office

and Depots:

Queretaro, Mexico

Strategic Partner

East West

Manufacturing &

Distribution

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

Strategic Partner:

iProximity, Melbourne,

Australia

Distributors and

sales agents

Wellington Drive Technologies

Global Customer Solutions Network

Customer Solutions Network

Since 2004 Wellington has delivered over 8 million motors

and 260,000 SCS™ Connect controllers to customers

across 26 countries.

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.

Hardware and software design is supported from

Wellington’s Customer Innovation Centre in Auckland, New

Zealand, through East West Manufacturing’s Design for

Manufacturing team in Vietnam and by our digital solutions

business partner iProximity in Melbourne, Australia.

With 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.

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ANNUAL REPORT 2017

2017 Business Highlights
Revenue growth of 23%, increasing to $43m, with

significant growth in new IoT business

SCS™ Connect and ECR2 contributed US$15m

in new product sales, up from US$4m in 2016

IoT data services delivered US$0.7m of revenue,

demonstrating a strong start to the software &

services business

Positive EBITDA of $538,000

IoT Data revenues US$0.7m

$538,000 positive EBITDA

Revenue

increased

23%

New Products

contributed US$15m in sales

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ANNUAL REPORT 2017

Report of the Chairman and
Chief Executive Officer

Dear Shareholders

2017 was the year the Company consolidated its long term revenue growth trend, with 23% top line growth and further

EBITDA

1

improvement.

The ongoing shift towards providing IoT and digital products to food and beverage customers saw 25% of the

Company’s total revenues (around US$8 million) contributed by IoT business, comprised of SCS™ Connect and

data services. This contribution is expected to grow as the Company develops and acquires more IoT solutions.

The IoT and digital strategy will be further developed through 2018 and 2019, as can be seen with by signing of the

commercial reseller agreement with iProximity in February 2017 and the subsequent acquisition option in February

2018.

SCS™ Connect product sales grew 308% by volume and

supermarket focused ECR2 motor volume grew by 282%

although some of this growth was substitution for legacy EC

motors. Total EC motor volumes grew by 6% overall.

In volume terms this growth equated to 212,000 SCS™

Connect in 2017, up from 52,000 in 2016, and 72,000 EC

motors. ECR2 and ECR92 motor sales increased, whilst

ECR1 decreased (as ECR2 took some ECR1 share). The

Company’s overall revenue growth was achieved through

SCS™ adoption accelerating with major beverage brands,

and ECR2 new business wins with existing bottle cooler

customers and new supermarket and food service OEM’s.

Gross Margin of 24% was the same as 2016, below expectations of around 27%; however some delays were

experienced in moving SCS™ Connect manufacturing to the lower cost manufacturing facility in Vietnam, which

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ANNUAL REPORT 2017

impacted the ability to deliver lower product costs. The move of volume production to Vietnam was completed in
fourth quarter 2017 and is expected to deliver margin improvement on SCS™ Connect in the 2018 year.

Revenue performance from the IoT business, which is comprised of SCS™ Connect, data & reporting services and

iProximity software, was US$7.9 million. This was a 232% increase over the US$2.4 million in 2016. Upfront invoicing

of IoT Data services revenue included in this result grew by 190% from US$246,000 to US$713,000.

In 2017, a reseller agreement was signed with iProximity and business development activities started for the new

proximity marketing software service, expected to add to IoT business growth in 2018.

Revenue by Business

Wellington improved its EBITDA

1

result with an EBITDA

1

profit of $538,000 recorded, which is a $235,000 improvement

on 2016. The result was affected by a weaker than expected third quarter, late in the year demand deferrals, a sales

mix that oriented towards lower gross margin products and a deliberate decision to increase certain operating costs

in support of the rapid growth in the IoT business.

The loss for the year was $1.98 million after charging $603,000 million of non-recurring finance costs in respect of

preference shares settled in May 2017. This was a $498,000 improvement on the loss recorded in 2016.

The Company continued to work hard to improve working capital and cash flow performance, demonstrated by

its operating cash flow for the year being $1.3 million positive. The cash generative nature of the IoT data revenue

stream, where multi-year contracts are paid for in advance, continued to support improving cash flows.

The Company’s current strategy, to diversify revenues away from ‘just motors’ and provide new non-hardware related

revenue streams to complement the hardware business, is going from strength to strength. The confidence that the

board and management team places in its two new products, SCS™ Connect and ECR2 was confirmed and puts the

Company in a good place to continue to develop new products based on the ECR2 and SCS™ platforms.

Revenue Performance

In US Dollar terms, revenue in 2017 was US$31 million, compared to US$25 million in 2016. The Company has

delivered consistently positive quarterly CAGR’s over the last three years through adding new customers, driving

adoption of new products, and focusing on growing existing customer relationships.

2017

USD 000’s

2016

USD 000’s

2015

USD 000’s

CAGR

Q19,3156,1724,90724%

Q27,7946,5625,19414%

Q35,7794,5093,33420%

Q48,3207,3873,93028%

Total31,20824,63017,36522%

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ANNUAL REPORT 2017

The Company shipped product to eighteen new customers in 2017 with five of these customers buying SCS™
Connect products; ten buying EC motors and three buying the new line of AMV shaded pole motors. These new

customers are in a range of markets including carbonated soft drinks, beer, supermarket and medical refrigeration.

The customer base continues to diversify across a broad range of end market applications.

Latin America: Latin American business grew by 28% versus 2016, from US$16.9 million to US$21.7 million. Six new

customers were added, with the concentration of those customers being in the South America region. EC motor sales

to existing bottle cooler customers were relatively flat, while SCS™ Connect sales delivered the majority of the growth.

Mexico continues to be the largest market and whilst Wellington already has the major share of EC motor business

in that region, further growth is expected from SCS™ Connect. Several iProximity marketing software demonstrations

were made in 2017, so there is an expectation that this could support further growth in the software business.

USA/Canada: The USA and Canada region saw revenues

increase by 97% versus 2016. One new customer was added

in the region in the medical equipment space. The main

supermarket and food display OEM customer in that region

continued to adopt ECR2 in more of its cooling applications,

sales were increased through the East West sales channel and

growth was achieved with a global display case manufacturer,

headquartered in Asia but with volume in North America.

SCS™ Connect adoption was slower than anticipated due to

a major potential customer exploring options for their retrofit

needs. These options include a new connectivity product that

is on Wellington’s product roadmap and is being assessed as

a potential new product development.

APAC: Asia Pacific revenues grew 10% to US$2.5 million,

compared to the US$2.3 million recorded in 2016, with

eight new customers won. The region saw significant ECR2

motor growth from a new global display case manufacturer.

Customer adoption of SCS™ Connect in APAC is taking longer

than anticipated, due to differing customer needs around

hardware specification and software requirements. These

differing needs are requiring additional product development

to customise solutions for customers, which are expected

to be complete in 2018. Business development in the region

continues to focus on the IoT business, with developing

interest in iProximity marketing solutions.

EMEA: EMEA revenue was 17% lower than 2016, at US$2.7 million, reflecting a continuation of the difficult

competitive and political environment in the region; however three new customers were added. Our Turkish based

business was impacted by the ongoing regional business uncertainty as our main customers reassessed their supply

chain and purchasing strategies. Work is currently being undertaken on the release of a new version of the ECR2

motor to improve sales in EMEA and increased sales opportunities for this product are already being seen early in

2018.

Gross Profit Performance

With the backdrop of strong revenue growth, Wellington deliberately chose not to drive any major changes in the

supply chain during 2017. This will continue to be the default planning position for 2018, other than rebalancing

supply to gain access to lower costs. Supply chain cost reduction will be delivered mainly from volume efficiencies,

and given that approach, moving volume to our lower cost and/or most productive suppliers is the strategy. Our plans

to move more SCS™ Connect manufacturing to Vietnam in 2017 were delayed due to component availability and

the need to ensure capacity readiness. These delays have now been resolved and by the end of 2018 the majority of

SCS™ is expected to be produced in the Vietnam factory. This will deliver gross margin improvement in the latter half

of the 2018 year. Gross Margin for the year was 23.9%, consistent with 24.0% in 2016 given the above dynamic.

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ANNUAL REPORT 2017

Gross Margin
Productivity

Operating costs increased by 19%, from $8.5 million to $10 million. The Company continued to hire new skills to

support the growing IoT business, including SCS™ Connect software development, SCS™ customer field support

and customer sales staff. Six new staff in the sales and software team were added to the Company between fourth

quarter 2016 and the end of 2017 and there was also an increased spend on contractors to fill product development

skill gaps. The increase in operating expenses also included market-related salary adjustments to ensure retention

of key skills, increases in marketing costs (such as trade shows) and increased travel spend to support market

development and customer expansion, particularly in relation to the IoT business growth.

Operating cost as a percentage of revenue was 23%, an improvement on the 24% in 2016, showing that the

Company added skills and maintained efficiencies through revenue growth. Revenue per employee, increased from

$560,000 to $646,000.

Revenue per employee

Cash and working capital performance

During the year the Company borrowed US$400,000 from Meta Capital Limited (a company associated with one of

the directors) under a new short term facility due to expire and be repaid by the end of May 2018. This new facility

was used to bridge a short term working capital need in fourth quarter 2017. The final $500,000 was drawn from the

Smartshares Limited $2 million revolving facility that expires in March 2019. The cash balance at 31 December 2017

was $1.6 million.

Inventory performance continues to be a core strength of the Company, with inventory turns improving to 8.5 times

from 7.8 times in 2016. During the first half of 2017 the team positioned finished goods stock in anticipation of a

strong second half, and whilst the expected final quarter volume didn't fully materialise, the inventory management

process delivered impressive results.

Operating cash flow was a $1.3 million improvement on 2016. Wellington invested $2.4 million in capitalised new

product development, most of which related to the completion of new SCS™ Connect and SCS™ Click products, the

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ANNUAL REPORT 2017

addition of SCS™ Connect accessories and the 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 volume growth and new products), as well as improving development equipment in

the New Zealand Innovation Centre.

Continuous process improvement

Continuous process improvement remains a focus for

the Company. In 2017, this centered around the

growing software business. Accordingly, investments

were made in new software development and software

testing skills, resident in New Zealand, to develop new

test regimes around firmware and apps before they

are released to the market. The focus on software

development excellence will continue as this becomes

a larger part of the business mix.

Employee health, safety and wellbeing remain

a top priority with the health and safety committee reporting processes and system improvements to the board

on a monthly basis. This committee met regularly throughout the year, and continued to identify and implement

improvement ideas.

As part of its review of internal policies and procedures, the Company revised and created several new policies

during 2017; these included an updated Data Policy, updated Code of Business Conduct and Ethics and updated

Governance Manuals in line with the new NZX corporate governance code.

Strategic Partnerships

In February 2017, Wellington announced an exclusive reseller agreement with iProximity, an innovative proximity

marketing solutions and consumer intelligence company based in Australia. This relationship was extended in

February 2018 with an option agreement to acquire the

iProximity business.

Based in Melbourne Australia, iProximity delivers location

intelligence through technology platforms

and software that connect digital information

with physical spaces. Founded in 2013 by tech

entrepreneurs David Burden & Rohan Lean,

iProximity has developed the iPX™ cloud based IoT

management platform and products that include

Mobile Coupon Factory, HelloLocal, ScreenSmarts and

an IoT smart Hub – the iPR™.

In 2017, the new relationship focused on developing

and marketing Wellington’s new Smarter Coolers

platform by adding iProximity’s proximity marketing

technology to Wellington’s SCS™ Connect System. This development gives

customers the ability to move from simple consumer activation to true consumer engagement.

The Smarter Coolers management system is cloud-based, allowing for the simple management of proximity

based marketing campaigns on globally deployed coolers and other point of sale equipment used by global food and

beverage brands.

Selected examples of what a Wellington and iProximity Smarter Cooler platform can offer are:

P Waking a consumer’s phone with a branded message in-store from an SCS™ enabled Smarter Cooler

P Delivering contextual, personalised promotions based on consumer purchasing habits

P Delivering partnering opportunities by engaging with retail partner Apps

P Delivering messages to digital signage based on who is standing close by

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ANNUAL REPORT 2017

P Understanding marketing campaign attribution with complete end to end analysis
Wellington and iProximity successfully demonstrated the Smarter Coolers platform to prospective clients and expect

to continue customer trials in 2018, and to secure the first customer contract based on the iPX platform.

2017 Priorities – Performance Report

The Company’s priorities in 2017 were designed to set the business up for continued growth, seek partners to

broaden its IoT solution offering and continue to develop customer relationships outside of the carbonated soft drinks

market. Growing the top line by 20-30% year on year is our current target and the 23% growth in 2017, following on

from 44% growth in 2016, demonstrates the success of our sales approach. Of the 23% growth achieved in 2017,

19% came from the IoT business, and 4% from the motor business.

New Product Growth

The five priorities set for 2017, and the performance against them were:

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

With 308% volume growth the SCS™ Connect production programme was delivered as planned. The one issue

that needed to be managed was a delay in transitioning more volume to the East West Vietnam factory. Out of an

abundance of caution, this project was delayed by two quarters with customer deliveries prioritised ahead of cost

reduction.

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

Two new business development projects commenced in 2017 in the food and entertainment sectors, led by the

iProximity partner solution. Proximity marketing solutions are a value driver in these markets and if adopted can pull

through sales of SCS™ Connect or other similar IoT hardware.

SMART

RELIABLE

PERSONAL

RELENTLESS

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ANNUAL REPORT 2017

3. Seek technology & channel partnerships to broaden the SCS™ Connect digital services offering
The iProximity reseller agreement was signed in February 2017, with that relationship further progressing to the

acquisition option announced in February 2018. The relationship adds a comprehensive proximity marketing

platform to the existing SCS™ Connect and Data service offering. This allows Wellington to offer a complete IoT

solution, with Smarter Coolers not only enabling customers to better manage their commercial coolers, but taking

the Company beyond cooling to other point-of-sale applications.

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

This is the one area where the Company was challenged in 2017. The majority of engineering focus was

directed towards supporting the significant growth on ECR2 and SCS™ Connect, as several customers required

customization of existing products, which were supported by the team to deliver sales growth. It is expected that

the innovation team will re-focus on new product development in the first half of 2018. Development and innovation

capacity is a focus of the investment plan for 2018 and it is anticipated that engineering headcount will be added

globally to support this effort.

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

growth.

A plan to upgrade IT infrastructure was finalised and will be completed in mid 2018. This will be followed by a

complete review and upgrade of the Management Information System (MIS) and the Company’s Enterprise

Resource Planning (ERP) system in line with the expanding global and multi-product nature of the business.

2018 – Five Main Priorities

DELIVERING SALES

GROWTH

PROXIMITY

MARKETING

• Influence consumer's decision

at point of purchase

• Increase product sales

• Brand promotion

For 2018, the focus will be on a refresh of the Company’s long-range vision and strategy; one that best aligns

investment and growth plans with the changing nature of customers’ needs and further product offerings.

Sales performance and delivering on longer term aspirational growth objectives, with the appropriate management

operating systems to deal with high growth rates, will form the basis of actions and initiatives. Commencing the next

stage of Wellington’s product innovation programme, both software and hardware, will ensure future success and

ensure full leverage of the planned investment in iProximity.

The top priorities for 2018 will be:

1. Complete the development of Wellington’s 2022 vision

2. Complete and leverage the iProximity acquisition to support sales growth and end-market expansion

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ANNUAL REPORT 2017

3. Develop on market opportunities for Wellington’s IoT solutions beyond the carbonated soft drink market
4. Commence new product development projects for IoT hardware, software and EC motors

5. Complete the upgrade of the company-wide management information system to enable growth strategy

2018 Outlook

The Wellington business is changing, as more and more customers look for technologies and solutions that help

them connect with consumers and sell more of their food and beverage products; not just reduce their costs. Digital

transformation is happening fast across the global consumer brands that Wellington serves. Several years ago the

Company identified the emerging 'Digital Wave' and invested in SCS™ Connect and IoT Data Services. With the IoT

offering and with an ‘Everything Connected’ product strategy, the Company is recognising the pace of change in

end markets and adapting plans accordingly. Wellington will use the strong cash flows generated from its EC motor

business to support growth in new areas of IoT products and digital services.

With continued aggressive growth in the IoT business while delivering modest growth on the overall motor business,

2018 is expected to see a significant improvement on 2017.

Revenue for the first half of 2018 is forecast to more than 10% above the same period in 2017 with EBITDA above the

$1 million recorded in the first half of 2017.

Some uncertainty is still being experienced over silicon semiconductor component supply, however actions underway,

such as driving alternative sourcing strategies and product redesign, are expected to protect the Company from the

worst of the industry wide component shortages and ensure the ability to deliver for customers.

On 28 February 2018, the Company announced the signing of an option agreement to acquire iProximity. The impact

on earnings from an acquisition of iProximity is expected to be minimal for the 2018 year; however the relationship

is already benefiting Wellington’s IoT revenues with early indications that the first contract for iProximity’s iPX IoT

software business has been won.

2018 EBITDA

1

guidance of between $2 million to $4 million is being maintained and achievement of a net profit is

targeted. Achieving these targets means Wellington should generate positive operating cash flow in FY2018 to meet

its working capital needs, enable the repayment of the Meta Capital Limited loan and support the acquisition of

iProximity.

The combination of Wellington’s SCS™ hardware, Data Services and iProximity digital marketing solutions is providing

the Company with an IoT platform that is opening new growth options within new markets, customers and strategic

partners. Wellington has developed a new vision; one where the Company will establish long-term market leadership

as an Internet of Things technology provider to the food and beverage market.

The board and Wellington team would like to thank you for your support while working towards a successful 2018 and

a refreshed direction for the company over the next five years.


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

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.

14

ANNUAL REPORT 2017

15
ANNUAL REPORT 2017

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 retired in 2017 from the 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 Executive Director International

at UniServices, a wholly owned subsidiary of The

University of Auckland. In this role Dr Jacobs is

responsible for all international commercial activities

that the University of Auckland undertakes. She is

a member of the board of Energia Potior, a Joint

Venture between UniServices and Yunca that 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. Lisbeth was appointed as a director of

Wellington in May 2013.

Gottfried Pausch

Mr 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.

Gottfried was appointed a director of Wellington in

December 2013.

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.

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

telecommunications, 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 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. John was

appointed a director of Wellington in October 2014.

Directors

16
ANNUAL REPORT 2017

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.

17
ANNUAL REPORT 2017

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 manufacturer, 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 is 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 in

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.

18
ANNUAL REPORT 2017

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2017

Note

2017

$000s

2016

$000s

Revenue2.243,30835,274

Cost of sales(32,967)(26,821)

Gross profit10,3418,453

Other income2.3251206

Operating expenses2.4(10,054)(8,455)

Earnings before interest, taxation, depreciation, amortisation & impairment538204

Depreciation3.2(301)(274)

Amortisation & impairment3.3(1,245)(1,234)

Loss before interest & taxation(1,008)(1,304)

Finance income4.2458

Finance expenses4.2(934)(1,131)

Loss before income tax(1,897)(2,427)

Income tax expense2.5a(83)(51)

Loss for the year(1,980)(2,478)

Other comprehensive income:

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

Exchange differences on translating operations4.5b(121)(485)

Cash flow hedge, net of tax4.5c15(21)

Other comprehensive loss for the year(106)(506)

Total comprehensive loss for the year($2,086)($2,984)

Loss for the year attributable to the Owners of the Company($1,980)($2,478)

Total comprehensive loss attributable to the Owners of the Company($2,086)($2,984)

Basic earnings per share – cents2.6(0.77)(0.96)

Diluted earnings per share – cents2.6(0.77)(0.96)

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

notes.

19
ANNUAL REPORT 2017

Consolidated Statement of Movements in Equity

for the year ended 31 December 2017


2017

NoteShare

capital

$000s

Accumulated

losses

$000s

Other

reserves

$000s

Total

equity

$000s

Balance at 1 January 2017117,192(112,126)

(2,317)2,749

Comprehensive Income

Loss for year-(1,980)-(1,980)

Other comprehensive income

Exchange differences on translating operations4.5b--(121)(121)

Cash flow hedge4.5c--1515

Income tax relating to other comprehensive

income

----

Total comprehensive income-(1,980)(106)(2,086)

Share option compensation expensed4.5a--5656

Contributions of equity, net of costs4.36,416--6,416

Balance at 31 December 2017$123,608($114,106)($2,367)$7,135


2016

NoteShare

capital

$000s

Accumulated

losses

$000s

Other

reserves

$000s

Total

equity

$000s

Balance at 1 January 2016

117,184(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

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

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

20
ANNUAL REPORT 2017

Consolidated Statement of Financial Position

as at 31 December 2017

Note

2017

$000s

2016

$000s

Current Assets

Cash and cash equivalents3.1a

1,5632,099

Trade and other receivables3.1b11,6909,015

Derivative financial instruments6.46-

Inventories3.1c3,0253,461

Total current assets16,28414,575

Non-Current Assets

Plant and equipment3.2948999

Intangible assets3.36,9315,914

Total non-current assets7,8796,913

Total assets24,16321,488

Current Liabilities

Trade and other payables3.1d12,70310,348

Deferred income2.2526349

Provisions3.1e377253

Derivative financial instruments6.4-14

Borrowings4.15917,499

Total current liabilities14,19718,463

Non-Current Liabilities

Borrowings4.12,00734

Deferred income2.2

824242

Total non-current liabilities

2,831276

Total liabilities

17,02818,739

Net assets$7,135$2,749

Equity

Contributed equity4.3123,608117,192

Accumulated losses4.4(114,106)(112,126)

Other reserves4.5(2,367)(2,317)

Total equity$7,135$2,749

For and on behalf of the Board


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

Director Director

1 March 2018 1 March 2018

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

21
ANNUAL REPORT 2017

Consolidated Cash Flow Statement

for the year ended 31 December 2017

Note

2017

$000s

2016

$000s

Cash flows from operating activities

Receipts from customers exclusive of GST/VAT41,40632,805

Payments to suppliers and employees exclusive of GST/VAT(40,605)(32,789)

Interest paid(522)(345)

Interest received458

Taxation paid(24)(69)

Net GST/VAT received957342

Net cash inflow / (outflow) from operating activities1,257(48)

Cash flows from investing activities

Payments for plant and equipment3.2(260)(287)

Payments for intangible assets3.3(2,358)(1,930)

Proceeds from sale of plant and equipment-2

Net cash outflow from investing activities(2,618)(2,215)

Cash flows from financing activities

Cash proceeds / (costs) from ordinary shares4.3(13)8

New loan drawdowns4.11,0831,500

Finance lease borrowing4.1-76

Finance lease repayments4.1(25)(17)

Net cash inflow from financing activities1,0451,567

Net decrease in cash and cash equivalents(316)(696)

Cash and cash equivalents at the beginning of the financial period2,0992,880

Effect of exchange rate movements on cash(220)(85)

Cash and cash equivalents at end of year

3.1a$1,563$2,099

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

22
ANNUAL REPORT 2017

1. Basis of preparation

This section sets out the Group’s significant 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 incorporated and domiciled in New Zealand. The address of its registered

office is 21 Arrenway Drive, Rosedale, Auckland 0632 New Zealand. The Company is registered under the

Companies Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013.

The financial statements of the Company have been prepared in accordance with the requirements of Part 7 of

the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

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

2018.

1.2 Summary of Significant Accounting Policies

(a) Basis of preparation

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). Separate financial statements for the

Parent are not presented in accordance with the Financial Markets Conduct Act 2013.

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 with the exception of

derivative financial information which is measured at fair value.

Going concern assumption

The Group reported a loss after tax of $1,980,000 (2016: $2,478,000) and cash flows inflows from operating

activities of $1,257,000 (2016: outflow of $48,000) for the year ended 31 December 2017. As at 31 December

2017, the Group had cash of $1,563,000 (2016: $2,099,000) and net assets of $7,135,000 (2016: $2,749,000).

The Group is experiencing significant revenue growth following the launch of its new ECR2 motor and SCS

Connect products and is forecasting to be profitable in 2018 and generating cash flows from operations

that will support investing activities and repayment of borrowings on their due date. These forecasts include

judgements and estimates over key assumptions relating to future revenue growth, gross margins, operating

costs and capital expenditure. Management have considered a number of trading scenarios, including

mitigating actions that would be undertaken in the event actual results vary adversely from forecast. These

23
ANNUAL REPORT 2017

actions include deferring planned increases in operating costs, capital expenditure and other investments, if

required, where this expenditure does not adversely impact sale growth and margins. It should be noted that by

their very nature forecasts include inherent uncertainty and actual results may vary from those forecast.

Given the nature of the judgements and estimates noted above and the management’s ability to take mitigating

actions, 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 consolidated financial

statements.

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

financial statements.

(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.

(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;

24
ANNUAL REPORT 2017

• 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

• Going concern assumption 1.2a

25
ANNUAL REPORT 2017

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

2017

$000s

2016

$000s

Americas35,93927,257

Asia / Pacific (APAC)3,5623,300

Europe / Middle East / Africa (EMEA)3,8074,717

Total$43,308$35,274

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

Total non-current assets

2017

$000s

2016

$000s

Americas2011

Asia / Pacific (APAC) – mainly in New Zealand7,8536,894

Europe / Middle East / Africa68

Total$7,879$6,913

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

APAC revenue includes $7,000 (2016 – $85,000) from New Zealand customers.

Major Customers

The Group has two major customers (defined as customers representing 10% or more of revenues) which

account for invoiced revenues of $13,417,000 and $9,040,000 respectively (2016: two customers with revenues

of $10,656,000 and $9,388,000 respectively).

26
ANNUAL REPORT 2017

2.2 Revenue

2017

$000s

2016

$000s

Product revenue43,08135,211

Services revenue

22763

$43,308$35,274

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. The Company has received revenue in previous years amounting to $US 212,000 in connection with the

development of a new motor product. This revenue has been deferred and will be recognised in the income

statement when the motor development is completed and products are sold pursuant to a licence agreement.

The Company has also received revenue of $US 713,000 during the period (2016: $US 246,000) for the sale of

data services for its SCS Connect product. That income has also been deferred and will be recognised in the

income statement over the service period. Service periods range from 1 to 10 years.

2.3 Other Income

2017

$000s

2016

$000s

Net foreign exchange gains21588

Licence fees received2155

Grants received4-

Other income1163

$251$206

Net foreign exchange gains includes a $60,000 gain in 2017 (2016 - $121,000 loss) arising from the revaluation of the

Mandatory Convertible Preference Shares (note 4.1).

2.4 Operating expenses

(a) Employee benefits

2017

$000s

2016

$000s

Wages and salaries and other short term benefits7,7546,181

Employee share options expense56127

Employee benefits$7,810$6,308

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.

27
ANNUAL REPORT 2017

(b) Rental and operating leases

2017

$000s

2016

$000s

Rental and operating lease expenses$270$287

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

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

2017

$000s

2016

$000s

Within one year322272

Later than one year but not later than five years330520

Later than five years--

$652$792

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 $83,000 (2016: $51,000) is payable in respect of some overseas subsidiaries.

28
ANNUAL REPORT 2017

(b) Unrecognised tax losses

2017

$000s

2016

$000s

Reported loss for period before tax

(1,897)(2,427)

Non-deductible / non assessable items3551,091

Less unrecognised timing differences1,185863

Net loss for tax purposes(357)(473)

Losses carried forward from prior years(100,474)(98,681)

Adjustment of prior periods71(1,810)

Expired losses--

Overseas taxable income(401)(110)

Exchange adjustments(627)600

Losses available to carry forward to future years($101,788)($100,474)

Of the total consolidated losses available to carry forward to future years, $1,968,000 (2016 - $2,504,000) 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 2017 year no USA Federal tax losses expired (2016

- 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:

2017

$000s

2016

$000s

Doubtful debts

3038

Inventory provisions and eliminations 4556

Employee benefits26994

Other timing differences69972

Tax losses to carry forward28,50128,133

Unrecognised net deferred tax asset$29,544$28,393

(d) Imputation credits

The Group has no imputation credits available (2016 – $nil) and no movements occurred in the Imputation

Credit Account (2016 – $nil).

29
ANNUAL REPORT 2017

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 0.77 cents (2016 – loss of 0.96 cents) is calculated by dividing the loss attributable to

equity holders of the Company of $1,980,000 (2016 - ($2,478,000)) by the weighted average number of ordinary

shares in issue during the year of 257,041,576 (2016 – 256,895,787).

Diluted EPS of a loss of 0.77 cents (2016 - loss of 0.96 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

20172016

Part paid shares

12,703,07012,904,635

US employee share options1,914,6001,914,600

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

calculation for 2016 includes 25,211,740 preference shares, being the minimum number of ordinary shares that

were to be issued upon their conversion (note 4.1).

30
ANNUAL REPORT 2017

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 generates 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.

2017

$000s

2016

$000s

Cash on hand and at bank835820

Call deposits6521,203

Short term bank deposit7676

$1,563$2,099

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

NZD151399

USD1,3701,634

Other4266

$1,563$2,099

(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.

2017

$000s

2016

$000s

Trade receivables11,1468,504

Provision for doubtful debts(107)(148)

Net trade receivables11,0398,356

Prepayments325269

VAT/GST refunds due259274

Income tax refund due2232

Other receivables4584

$11,690$9,015

31
ANNUAL REPORT 2017

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

2017

$000s

2016

$000s

NZD4952

USD10,7068,513

EUR11296

Other823354

$11,690$9,015

Provision for doubtful debts

Carrying amount at start of year148152

(Decrease) / increase in provision(39)2

Exchange adjustment(2)(6)

Carrying amount at end of year$107$148

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 inventory which is expected to sell for

less than cost.

2017

$000s

2016

$000s

Finished goods – at cost2,2712,432

Work in progress – at cost549731

Raw materials – at cost267369

Less inventory provisions(62)(71)

Total inventories$3,025$3,461

Certain inventories are subject to retention of title clauses.

Cost of inventories recognised as an expense and included in cost of sales $31,434,000 (2016: $25,527,000).

(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 date. The amounts are unsecured and

are usually paid within 90 days of recognition.

2017

$000s

2016

$000s

Trade payables11,2339,547

Employee entitlements 1,179410

Income tax payable49-

Accrued expenses242391

$12,703$10,348

32
ANNUAL REPORT 2017

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

2017

$000s

2016

$000s

NZD1,6251,058

USD10,4689,150

Other610140

$12,703$10,348

Deferred income was previously included within trade and other payables. It is now disclosed separately in

the statement of financial position and analysed between current and non-current. Comparative amounts have

been reclassified to conform to the current year’s presentation.

(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

2017

$000s

2016

$000s

Carrying amount at start of year253215

Additional provisions recognised30093

Amounts used(175)(51)

Exchange adjustment(1)(4)

Carrying amount at end of year$377$253

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 of 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.

Plant and equipment can be analysed as follows:

33
ANNUAL REPORT 2017

Plant &

equipment

$000s

Office

equipment,

furniture &

fittings

$000s

Total

$000s

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

Cost5,1961,7966,992

Accumulated depreciation and impairment(4,380)(1,460)(5,840)

Exchange adjustment(35)(118)(153)

Net book amount

$781$218$999

Year ended 31 December 2017

Opening net book amount

781218999

Additions

23030260

Depreciation

(229)(72)(301)

Exchange adjustment

(11)1(10)

Closing net book amount

$771$177$948

At 31 December 2017

Cost

5,4261,8267,252

Accumulated depreciation and impairment

(4,609)(1,532)(6,141)

Exchange adjustment

(46)(117)(163)

Net book amount

$771$177$948

Depreciation

2017

$000s

2016

$000s

Plant and equipment229212

Office equipment, furniture & fittings7262

$301$274

Sale of plant and equipment

Gain on disposal $-$2

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

included in the Statement of Comprehensive Income.

Capital commitments

Capital commitments contracted for at 31 December 2017 amounted to $41,000 (2016 - $125,000).

34
ANNUAL REPORT 2017

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. This involves the use of judgement.

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 10 years. Judgement is involved in determining this period of benefit.

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 maintaining computer software programmes are recognised as an expense as incurred.

Impairment testing 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).

Intangible assets can be analysed as follows:

35
ANNUAL REPORT 2017

Internally

Generated

Development

costs

$000s

Patents

$000s

Software

$000s

Other

$000s

Total

$000s

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 and impairment(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

Year ended 31 December 2017

Opening net book amount5,297452261395,914

Additions2,31145-22,358

Amortisation and impairment(1,130)(102)(11)(2)(1,245)

Exchange adjustment(86)(9)1(2)(96)

Closing net book amount$6,392$386$16$137$6,931

At 31 December 2017

Cost12,5541,40644423314,637

Accumulated amortisation(6,282)(1,024)(417)(83)(7,806)

Exchange adjustment1204(11)(13)100

Net book amount$6,392$386$16$137$6,931

Included within internally generated development costs is $2,237,000 (2016: $1,102,000) for projects underway

and not complete at balance date. This cost is not yet being amortised. An impairment assessment has been

performed at 31 December 2017 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

2017

$000s

2016

$000s

Amortisation of intangible assets1,2211,234

Impairment of intangible assets24-

$1,245$1,234

Operating expenses includes the following items that relate to the Company’s development activities.

Research and development

Research & development costs expensed917648

36
ANNUAL REPORT 2017

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

2017

$000s

2016

$000s

Current portion

Mandatory Convertible Preference Shares-5,974

Loan facility – Smartshares Limited-1,500

Loan facility – Meta Capital Limited564-

Finance lease2725

Liability at end of year$591$7,499

Non-Current portion

Loan facility – Smartshares Limited2,000-

Finance lease734

Liability at end of year$2,007$34

Borrowings are initially recognised at fair value, net of transaction costs incurred, and are subsequently

measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised

in the Statement of Comprehensive Income over the period of the borrowings using the effective interest

method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer

settlement of the liability for at least 12 months after balance date. Borrowing costs are expensed when

incurred.

Mandatory Convertible Preference Shares

On 19 May 2014 the Company issued 25,211,740 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 mandatorily converted to ordinary shares on a 1:1 basis.

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

subsequently carried at amortised cost; the 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) was

recognised in the statement of comprehensive income over the period to conversion using the effective interest

method. The coupon on these shares was recognised in the statement of comprehensive income as interest

expense.

2017

$000s

2016

$000s

Liability at start of year5,9745,188

Amortisation329786

Change in fair value of embedded option126-

Conversion to Ordinary Shares(6,429)-

Liability at end of year$-$5,974

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

37
ANNUAL REPORT 2017

Loan facility – Smartshares Limited

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

(formerly SuperLife Limited), a shareholder. The loan facility initially had a one year term. In June 2017 the

Company agreed an extension of the facility to March 2019. $500,000 was borrowed during the year. Interest is

payable quarterly at 14.75% pa (until September 2017) and 15.75% thereafter. A $20,000 annual revolver fee is

payable.

Loan facility – Meta Capital Limited

In November 2017 the Company secured a $US 600,000 unsecured loan facility from Meta Capital Limited, a

company related to a director. $US 400,000 was drawn down in December 2017 amounting to $583,000. The

loan facility is due for repayment on 30 March 2018 but can be extended to 31 May 2018. Interest is payable at

12.5% (16.5% if the repayment date is extended) on repayment.

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 2017 amounted to $24,700. The effective interest rate is 9%.

4.2 Finance

2017

$000s

2016

$000s

Finance income

Other interest income458

$45$8

Finance expenses

Amortisation of borrowing (note 4.1)329786

Preference shares coupon82252

Change in fair value of embedded option126-

Other interest expense39793

$934$1,131

The mandatory convertible preference shares converted to ordinary shares in May 2017. The share price of

the Company’s ordinary shares at the time of conversion was $0.255 resulting in a $126,000 charge to the

statement of comprehensive income for the change in fair value of the embedded option (see note 4.1).

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.

2017

Shares

2016

Shares

2017

$000s

2016

$000s

Ordinary shares – fully paid257,097,352231,684,047123,571117,155

Ordinary shares – partly paid12,703,07012,904,6353737

US employee share options1,914,6001,914,600--

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

Total shares and options on issue271,715,022271,715,022$123,608$117,192

38
ANNUAL REPORT 2017

2017

Shares

2016

Shares

2017

$000s

2016

$000s

(a) Ordinary shares – fully paid

Opening balance of ordinary shares on issue231,684,047231,684,047117,155117,155

Issue of ordinary shares during the year:

• Conversion of Preference Shares25,211,740-6,429-

• Exercise of part paid shares201,565-19-

• Share issue costs--(32)-

Ordinary fully paid shares on issue at year end257,097,352231,684,047$123,571$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 year12,904,6358,993,5243729

Issue of partly paid shares during the year:-3,911,111-8

Exercise of part paid shares during the year(201,565)---

Ordinary part paid shares on issue at year end12,703,07012,904,635$37$37

For further details of part paid shares see 6.2c

(c) US employees share options (numbers)

2017

Share Options

2016

Share Options

Options outstanding at start of year1,914,6001,058,372

Issue of U.S. employee options during the year:-856,228

Outstanding at end of year1,914,6001,914,600

4.4 Accumulated losses

2017

$000s

2016

$000s

Opening balance(112,126)(109,648)

Loss for the year(1,980)(2,478)

Surrendered & lapsed employee share option scheme benefits--

Accumulated losses at end of year($114,106)($112,126)

4.5 Other reserves

2017

$000s

2016

$000s

Share option compensation reserve304248

Currency translation reserve(2,689)(2,568)

Hedging reserve183

($2,367)($2,317)

39
ANNUAL REPORT 2017

(a) Share Option Compensation Reserve

2017

$000s

2016

$000s

Share based compensation recognised at start of year248121

Net compensation expensed56127

Surrendered & lapsed share option scheme transferred to accumulated losses--

$304$248

(b) Currency Translation Reserve

2017

$000s

2016

$000s

Opening balance(2,568)(2,083)

Movements for the year(121)(485)

($2,689)($2,568)

(c) Hedging reserve

2017

$000s

2016

$000s

Opening balance324

Cash flow hedge fair value gains / (losses) for the year15(21)

Tax on fair value gains / (losses)--

$18$3

40
ANNUAL REPORT 2017

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 2017 is provided in the table below. This shows the impact of a 10% strengthening in the USD

exchange rate relative to other currencies – overall 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:

Cash1,563193(14)(14)

Trade and other receivables11,365984(71)(71)

Monetary liabilities:

Trade and other payables(12,703)(2,235)161161

Borrowings(2,598)(2,034)146146

Net impact$222$222

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 Group’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.

41
ANNUAL REPORT 2017

The impact of a change in NZD exchange rates on the reported NZD EBITDA 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

Revenue43,30850,97338,403

Gross profit10,34112,1719,170

Operating income251255248

Operating expenses (excluding depreciation & amortisation)(10,054)(10,586)(9,733)

EBITDA$538$1,840($315)

Interest Rate Risk

The interest rate on these borrowings 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 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 $187,000 were past due but not considered impaired (2016 -

$275,000). Of this amount $120,000 (2016 - $44,000) 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 financial institutions in New Zealand and overseas.

$637,000 is deposited with a major NZ trading bank with a Standard and Poors rating of AA- (2016: $1,387,000

AA-) and $656,000 (2016: $345,000) with Western Union. The remaining balance of $270,000 (2016: $367,000)

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.

(c) Liquidity risk

The Group maintains 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.

42
ANNUAL REPORT 2017

The amounts disclosed are the contractual undiscounted cash flows.

20172016


$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 payables12,577--10,236--

Borrowings7671722,0861,5121334

Coupon on preference shares---126--

$13,344$172$2,086$11,874$13$34

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

deferred income.

(d) Capital risk management

The Company closely monitors its cash requirements. During the year the Company negotiated an extension

of the repayment date of its loan from Smartshares Limited, secured a short term loan from Meta Capital

Limited and negotiated flexibility in its payment terms with major suppliers. It has also deferred some capital

expenditure investment to 2018.

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

43
ANNUAL REPORT 2017

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 1.2b.

Country of

incorporation

Class of

Shares

20172016

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 15.

(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.

2017

$000s

2016

$000s

Salaries, fees and other short term benefits1,7671,633

Share based remuneration4097

Directors’ remuneration139158

Total$1,946$1,888

(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.

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ANNUAL REPORT 2017

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 2017

(numbers)

Outstanding

at 2016

(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 20199.439.439.233,287,5663,489,131

30 Sep 201630 Sep 201930 Sep 202118.1718.1717.81421,980421,980

12,703,07012,904,635

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 partly 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.

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:

Grant dateExpiry dateExercise price (cents)

Outstanding at 2017

(numbers)

Outstanding at 2016

(numbers)

24 Jun 201324 Jun 201816.9

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

760,013760,013

30 Sep 201630 Sep 202018.2

96,21596,215

1,914,6001,914,600

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ANNUAL REPORT 2017

(d) Meta Capital Limited loan

During the year the Company entered into a loan agreement with Meta Capital Limited, a company associated

with a director, Mr J McMahon (see note 4.1). US$400,000 was owing at balance date and interest due but

unpaid was US$5,000.

6.3 Contingencies

There are no material contingent liabilities or assets (2016 - $nil).

6.4 Financial instruments by category

2017

$000s

2016

$000s

Assets per Statements of Financial Position

Loans and Receivables

Trade and other receivables11,0848,440

Cash and cash equivalents1,5632,099

Derivatives used for hedging (at fair value)

Derivative financial instruments6-

$12,653$10,539

Liabilities per Statements of Financial Position at amortised cost

Trade and other payables12,57710,279

Borrowings2,5987,533

Derivatives used for hedging (at fair value)

Derivative financial instruments-14

At fair value

Embedded option--

$15,175$17,826

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.

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 (i.e. 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 4.1.

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ANNUAL REPORT 2017

6.5 Other disclosures

Auditors remuneration

2017

$000s

2016

$000s

PricewaterhouseCoopers:

- Audit of financial statements of the Group10490

- Procedures over interim financial statements of the Group77

Audit of subsidiaries by other auditors – Thong & Lim117

Total remuneration for audit services$122$104

6.6 Reconciliation of loss for the year to net cash inflow / (outflow) from operating activities

2017

$000s

2016

$000s

Loss for the year

(1,980)(2,478)

Adjustments for:

Depreciation, amortisation & impairment1,5461,508

Gain on disposal of plant & equipment-(2)

Share based payments56127

Amortisation of borrowing329786

Change in fair value of embedded option126-

Inventory provision movement(9)(251)

Doubtful debts provision movement(41)(4)

Provision for warranty movement12438

Net foreign exchange differences181(278)

Increase in trade and other receivables(2,634)(3,093)

Increase in deferred income759442

Decrease in inventories445490

Increase in trade and other payables2,3552,667

Net cash inflow / (outflow) from operating activities$1,257($48)

6.7 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 2018 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.

NZ 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.

The Group is currently reviewing the impact of these standards. NZ IFRS 15 is expected to impact the

recognition of revenue associated with providing warranties to customers and contracts where the Group

makes sales via agents. At this stage, the above is not expected to have a significant impact on the Group’s

revenue and revenue recognition policies.

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ANNUAL REPORT 2017

NZ IFRS 9 is anticipated to impact the impairment provision for trade receivables, which will be measured at an

amount equal to lifetime expected credit losses. At this stage, the above is not expected to have a significant

impact on the Group’s provision.

NZ IFRS 16, the Group’s operating lease commitments are disclosed in note 2.4(b) which would be subject to

the requirements of NZ IFRS 16. At this stage, we do not expect any other contracts to be in scope of NZ IFRS

16.

6.8 Subsequent events

On 28 February 2018 the Company signed an agreement with iProximity, an Australian based innovative

proximity marketing solutions and consumer intelligence company. The agreement is an option which expires

28 August 2018 and allows the Company to acquire all the shares in iProximity. The consideration for the

acquisition if the Company exercises its option includes both up-front payments and three year cash and share-

based earn out targets as follows:

a. Payment of a non-refundable deposit of A$150,000, in consideration of the option;

b. A$1.1m in cash on closing (i.e. at exercise of the option);

c. Payment of up to a further A$500,000 based on meeting specified EBIT targets (for iProximity’s existing

business) for FY2018 and FY2019; and

d. The future issue to the Vendors of fully paid ordinary shares (“Consideration Shares”) in the capital of

Wellington in tranches based on meeting specified EBIT targets for the business purchased for the period

ending 31 December 2020 (as to 50% of the shares) and also based on Wellington’s SCS™ Connect

System controller sales performance for the same period (as to the other 50% of the shares). Consideration

Shares not “earned” by 31 December 2020 are forfeited.

The maximum number of Consideration Shares that may be issued to the Vendors (i.e. assuming 100%

achievement of EBIT and SCS™ sales objectives) is the number of shares in Wellington having an aggregate

value of A$2,500,000 as at the close of trading on the New Zealand Exchange on the trading day immediately

prior to the Closing Notice (i.e. the day when the option is exercised under note 1 above) by Wellington, based

on the 60 day volume-weighted average price of shares and the average A$/$NZ exchange rate over the same

period.

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ANNUAL REPORT 2017


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

The consolidated financial statements comprise:

• the consolidated statement of financial position as at 31 December 2017;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of movements in equity for the year then ended;

• the consolidated cash flow statement for the year then ended; and

• the notes to the consolidated financial statements, which include a summary of 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 2017, 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 agreed upon procedures over the interim financial statements of the Group.

The provision of this service has not impaired our independence as auditors of the Group.

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ANNUAL REPORT 2017


PwC 34

Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $433,000, which represents approximately 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. It is a key

business driver which is the focus of management and the board and is one

of the benchmarks against which the performance of the Group is most

commonly measured by users of the financial statements.

We have determined that there are two key audit matters:

• Forecasts used in assessing the Group’s basis of preparation of its

consolidated financial statements;

• Carrying value of development costs.

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.


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ANNUAL REPORT 2017


PwC 35

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.

Key audit matter

How our audit addressed the key audit

matter

Forecasts used in assessing the Group’s basis of

preparation of its consolidated financial

statements

As described in note 1.2(a) Basis of preparation

of the consolidated financial statements, the

Group has adopted the going concern basis

when preparing its consolidated financial

statements.

Management prepared cash flow forecasts for

the period to March 2019 and considered known

events or conditions beyond this forecast period.

The forecasts include a number of judgements

and estimates as follows:

• Growth in revenue, in particular growth

relating to new products launched in the

2017 and previous years;

• Gross margins based on contractual

arrangements and product mix;

• Ability to manage operating costs, capital

expenditure, and other investments and

respond to changes that might arise

between actual cash flows and forecast cash

flows over the forecast period; and

• Levels of development spend and capital

expenditure.

Management concluded that it was appropriate

to adopt the going concern basis in preparing

the consolidated financial statements.

As the forecasts used in this assessment include

judgements and assumptions with estimation

uncertainty, the audit of the forecasts is an area

of significance in the audit of the consolidated

financial statements.



We performed the following procedures:

• We gained an understanding of the Group’s

strategy, business plan and the controls and

process in preparing and approving the cash

flow forecasts. We also understood the

processes and controls adopted by the

directors in determining the appropriate basis

of preparation of the consolidated financial

statements.

• We obtained the cash flows forecasts for the

period to March 2019 that were approved by

the board and undertook the following

procedures:

o Tested the mathematical accuracy of the

cash flow model by agreeing the FY2017

cash position to the audited cash balance

and manually checking the calculations of

the cash flow movement up to March

2019;

o Assessed the reliability of the Group’s

forecasting process by comparing the

actual financial performance of the Group

against budget for the years ended 31

December 2015 and 2016 and both the

total and quarterly financial performance

against budget for the Group for the year

ended 31 December 2017. We further

disaggregated our assessment focusing on

revenue for each product to assess the

products performance in terms of

volume, sales and gross margin against

the 2017 budget;

• Given that revenue growth is one of the main

features of the cash flows forecasts, we

performed the following procedures:

o We compared the forecast revenue

growth to historic growth from 2016 to

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ANNUAL REPORT 2017


PwC 36

Key audit matter

How our audit addressed the key audit

matter



























2017 in total and by product and assessed

the reasonableness of these growth rates

continuing into the future;

o Where available, we compared forecast

product sales to signed contracts and/or

purchase orders received by the Group

and compared this to forecast revenue

and volumes, in particular in the first

three months of 2018;

o For the remaining unconfirmed volumes

in the forecast, we performed enquiry

with management in business operations

and planning, a department separate

from the finance team, to understand the

source of the volume forecasts (i.e. new

customers, and anticipated volumes from

existing customers).

• For the remaining forecast assumptions, our

procedures included the following:

o Compared the gross margin in total and

by product to historic margins and,

where the gross margins are forecast to

change, we have assessed the change

against contractual pricing arrangements

with customers and suppliers;

o Compared operating costs to prior year

and identified staff costs to be a major

component. We considered the staff cost

increases against forecast employee

numbers;

o Reviewed forecast capital expenditure

and gained an understanding of the

nature of capital expenditure and where

available, compared the forecast costs to

third party pricing;

o Confirmed the forecast repayment of

loans from Smartshares Limited and

Meta Capital Limited and interest costs to

the associated loan agreements;

o Performed sensitivity analysis over

reasonable changes in key assumptions

and considered the impact of these

sensitivities on the cash flow forecasts,

taking into consideration the minimum

revenue growth required to generate

sufficient cash to pay the loans on their

5151

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ANNUAL REPORT 2017


PwC 37

Key audit matter

How our audit addressed the key audit

matter

due dates;

o Considered any discretionary operating

costs, capital expenditure and other

investments included in the forecast and

obtained an understanding of

management’s plans, specifically whether

management has control to defer certain

costs or investments if necessary to settle

the loans on their due dates. We used

look back procedures to assess

management’s representations that they

have the ability to such costs.

We have no matters to report.

Carrying value of development costs

During the year, the Group capitalised

development costs amounting to $2.3 million.

At 31 December 2017, the carrying value of

capitalised product development costs

amounted to $6.3 million, as disclosed in note

3.3 Intangible assets of the consolidated

financial statements. A significant proportion of

these development costs relate to the new ECR2

and SCS Connect products.


A number of judgements have been made by

management in meeting the required

accounting standards, and therefore

capitalisation of development costs is an area of

audit focus. These judgements include:

• Identifying the proportion of time and

associated costs incurred on development

activities during the year which meet the

capitalisation criteria;

• For new products where development is in

progress, evaluating whether these products

continue to be technically feasible and will

be completed and commercialised in future

years;

• Considering whether the capitalised product

development costs will be recovered

through future sales;

• Determining the appropriate amortisation

period for completed projects reflecting the

useful life of the product being sold.

We performed the following procedures:

• Gained an understanding of the processes and

controls over capitalising development costs

and also understood each development project

and their associated business plans;

• For costs capitalised during the year, obtained

an understanding of how these costs are

identified and the basis of capitalisation;

• Tested, on a sample basis, capitalised costs to

either external invoices or payroll records,

including timesheets;

• For completed projects where costs have been

capitalised, we reviewed sales made in 2017 and

forecast sales for 2018 and compared these to

original business plans or budgets;

• For projects in progress, through enquiries of

management, we gained an understanding of

the project, the associated business plan and

strategy. We also gained an understanding of

the expected completion date and how the

product would be commercialised, including

estimates of sales volumes where available;

• Reviewed the amortisation period of each

completed project in the year for

reasonableness based on management’s

assessment of estimated useful lives and

comparison to the useful life of existing

products sold by the Group.

From the procedures performed, we have no

matters to report.


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ANNUAL REPORT 2017


PwC 38

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not,

and will not, express any form of assurance conclusion on other information. At the time of our

audit, there was no other information available to us.

In connection with our audit of the consolidated financial statements, if other information is

included in the annual report, 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 appears to be

materially misstated. If, based on the work we have performed on the other information that we

obtained prior to the date of our auditor’s 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.


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ANNUAL REPORT 2017


PwC 39

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://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

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 2018

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ANNUAL REPORT 2017

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:

20172016

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

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 – In November 2017 the Company obtained a US$600,000 unsecured loan facility from

Meta Capital Limited, a company related to John McMahon, a director. Further details of the loan are in note 4.1.

There have been no other 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 2017 was

$38,333 (2016 - $50,769).

• Directors’ Share Transactions – In May 2017, 928,807 preference shares held by directors were converted to

ordinary shares on a one-for-one basis. In July 2017, Gottfried Pausch sold 114,600 shares. 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 2017, Key Management personnel exercised their entitlements

to 201,565 ordinary shares that were previously held in the Partly Paid Share Scheme, settling the balance due

in respect of those shares. In May 2017, 67,693 preference shares held by Key Management personnel were

converted to ordinary shares on a one-for-one basis. In May and June, Key Management personnel sold 130,000

ordinary shares. During 2017, changes in the organisation chart resulted in 445,000 ordinary shares and 1,280,591

US Options being deemed to be no longer held by Key Management personnel.

Note Key Management personnel 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 personnel.

• 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.

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ANNUAL REPORT 2017

Directors’ Shareholding

31 December 201731 December 2016

Ordinary sharesTotal Relevant InterestDirectTotal Relevant InterestDirect

Mr T. Nowell280,458-262,708-

Mr J. McMahon9,966,342-9,055,285-

Mr G. Pausch-885,400-1,000,000

Convertible preference shares

Mr T. Nowell--17,750-

Mr J. McMahon--911,057-

Notes: 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

20172016

$100,000 - $109,99943

$110,000 - $119,99923

$120,000 - $129,99935

$130,000 - $139,9995-

$140,000 - $149,9991-

$170,000 - $179,99912

$180,000 - $189,99921

$190,000 - $199,99911

$200,000 - $209,99911

$210,000 - $219,99912

$230,000 - $239,9991-

$290,000 - $299,999-1

$310,000 - $319,9991-

$390,000 - $399,99911

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 2017.

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

22 March 2018

57
ANNUAL REPORT 2017

Shareholder Information

Shareholders

As at 31 December 2017 there were 2,447 shareholders holding 257,097,352 fully paid ordinary shares.

Share Issues

In April 2017 201,565 part paid shares (issued in accordance the Company’s long term incentive scheme as outlined

in notes 4.3 and 6.2) were exercised and the balance due ($19,000) settled by staff.

In May 2017 25,211,740 mandatory convertible preference shares (MCPS) converted to ordinary shares on a 1:1

basis in accordance with the terms of their issue as set out in the MCPS Offer Document dated April 2014. Further

details of this conversion are outlined in notes 4.1 and 4.3. The fair value for the MCPS recognised as equity in May

2017 was $6,397,000 net of costs of conversion.

Other than the above changes, there were no new issues of shares in 2017.

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 register at 12 March 2018:

20 largest shareholders

Ordinary Shares

1.N.Z. Central Securities Depository Ltd

1.

113,856,534

2.East West Manufacturing LLC19,433,333

3.Wairahi Trust11,000,000

4.ASB Nominees Ltd (Account 574233)9,966,342

5.Investment Custodial Services Ltd9,847,786

6.Graham Trustees Ltd8,593,253

7.Flynn No 2 Trustees Ltd4,874,291

8.R.D. Armstrong3,887,030

9.FNZ Custodians Ltd3,773,493

10.G. Allen2,000,128

11.ASB Nominees (Account 317485)2,000,000

12.Leveraged Equities Finance Ltd1,866,117

13.Tane Nui Family Trust1,650,000

14.H. D. Milliner1,627,739

15.Rivendale Trust1,486,846

16B.D Lobb1,372,461

17.FNZ Custodians Ltd1,131,708

18.R.& S. Jackson Family Trust1,050,000

19.Carpe Diem Family Trust1,000,000

20.Forsyth Barr Custodians Ltd986,740

Note 1. N.Z. Central Securities Depository Limited hold shares on trust for 11 different shareholders. The largest of these are: BNP Paribas Nominees

(N.Z.) Ltd – 83,011,387; N.Z. Permanent Trustees Ltd – 8,095,000 shares; TEA Custodians Ltd Client Property Trust – 5,765,543 shares; Accident

Compensation Corporation – 3,960,031 shares; HSBC Nominees (NZ) Ltd – 3,923,864 shares; JPMorgan Chase Bank NA – 3,479,739 shares; BNP

Paribas Nominees (N.Z.) Ltd – 2,291,656 shares; BNP Paribas Nominees (N.Z.) Ltd – 1,671,561 shares.

58
ANNUAL REPORT 2017

Distribution of Equity Securities

ShareholdersFully Paid Ordinary Shares

Size of Holdings (at 12 March 2018)

Number %Number %

1-999

97039.80327,0080.13

1,000-1,9992399.81318,1900.12

2,000-4,99934113.991,057,7000.41

5,000-9,9992188.951,496,9190.58

10,000-49,99941617.079,293,2933.62

50,000-99,999943.866,045,3722.35

100,000-499,9991164.7622,681,9228.82

500,000-999,999240.9816,088,2206.26

over1,000,000190.78199,788,72877.71

2,437100.00257,097,352100.00

2,311 (or 94.8%) shareholders, holding 228,872,085 shares (or 89%) 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)82,950,217

22 May 2017

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.

Shareholder Enquires

Shareholders should send changes of address to Computershare Investor Services Limited at the address noted

in the Directory on page 66. 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.

59
ANNUAL REPORT 2017

Corporate Governance

The Board and Management of Wellington Drive Technologies Limited are 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 a set of core principles,

appropriate governance and ethical strategies, and ensuring effective and innovative use of Company resources.

The Board is responsible for the management oversight, 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 they are appropriate to the size and nature of Wellington’s operations. The Board

endorses the overall principles embodied in the NZX Corporate Governance Code 2017 (the NZX Code) and believes

the Company’s corporate governance principles, policies and practices are appropriately aligned with the NZX Code.

Wellington takes a ‘continuous-improvement’ approach to corporate governance. Our governance programme

over the last year has reviewed and updated all policies and committee charters in light of the NZX Code

recommendations which apply from 1 October 2017. The Company is reporting against those recommendations by

describing the corporate governance policies and practices Wellington has in place. We have identified areas of the

NZX Code where we have not fully followed the Code’s recommendations and have provided an explanation as to

why a different approach has been taken.

This statement is current to 22 March 2018, and has been approved by the directors of Wellington.

Board and committee charters, codes and policies referred to in this section are available to view at www.wdtl.com

NZX Code

Principle 1 – Code of Ethical Behaviour

The Company expects its directors, officers, and employees to maintain

high standards of ethical conduct and expects employees to act legally,

ethically and with integrity in a manner consistent with the policies and

guiding principles that are in place. These include the following:

• Code of Business Conduct and Ethics for Wellington team

members and directors: Wellington team members are committed to being ethically and socially responsible

and our business decisions should reflect our values, acting within the laws of the countries in which it operates.

The Code provides a guide to these general principles of conduct and ethics. It brings together all of our

policy principles and provides a working guide for directors and employees to do the right thing when making

decisions in our daily activities, and to:

P Act safely, ethically and responsibly;

P Act in Wellington’s best interests at all times;

P Protect the confidentiality of Wellington’s business information;

P Comply at all times with the principles in this Code, the legal and regulatory obligations in their country and the

spirit of the law;

P Hold their colleagues accountable for behaving ethically and following this Code;

P Not engage in any activity whether within or outside of the workplace that is likely to bring Wellington into disrepute;

P Deal honestly with Wellington's people, customers, shareholders, suppliers and other stakeholders;

P Ensure that they do not knowingly enter into transactions or make commitments on behalf of Wellington that the

Company cannot or does not intend to fully honour;

P Undertake their duties with care and diligence;

P Ensure that any personal opinions Wellington people express are clearly identified as their own and are not

represented to be the views of the Company;

P Value individuals' differences and treat people with respect;

P To the best of their ability, ensure that Wellington's records and documents, including financial reports, are true,

correct and conform to Wellington's reporting standards and internal controls;

P Not accept or offer bribes or improper inducements; and

P Speak up about unsafe or unethical behaviours.

The Code includes a policy regarding a respectful workplace and diversity, requiring equal opportunity for all.

“Directors should set high standards of

ethical behaviour, model this behaviour

and hold management accountable

for these standards being followed

throughout the organisation.”

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ANNUAL REPORT 2017

Wellington is committed to attracting, developing and advancing the best person for the role. Selection processes

for recruitment and employee development are unbiased and based on merit. Wellington values diversity and has

a workforce consisting of individuals with diverse skills, values, backgrounds, gender, ethnicity and experience. Any

form of discrimination, bullying or harassment is not tolerated.

Wellington takes the Code seriously. It is the responsibility of all Wellington people globally to promptly bring

suspected violations to the attention of the Company, for the benefit of all.

• Rules for Trading in Wellington Securities: The Company is committed to transparency and fairness in dealing

with all of its stakeholders and to ensuring adherence to all applicable laws and regulations. The Rules for Trading

in Wellington Securities require all staff and directors to seek approval in accordance with the Rules before buying

or selling any Wellington Securities. The policy details “blackout periods” where trading is forbidden, as well as a

process for authorisation at all other times.

The Company has an ongoing programme to maintain employee awareness and understanding of these ethical

standards and policies.

Principle 2 – Board Composition & Performance

The Wellington Board comprises directors with an appropriate range and

mix of skills and experience; who have a proper understanding of, and

competence to deal with, current and emerging issues of the business;

and who can effectively review and challenge the performance of

management and exercise judgment independent of management. The

Board’s structure and governance arrangements are set out in the Wellington Board Charter.

The Wellington 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

Charter requires that a majority of directors are independent and sets out circumstances in which a director will not

be regarded as independent. We assess director independence as a Board against the criteria in the Charter. The

Board currently has four directors, all of whom are considered independent.

Profiles of all directors and their dates of appointment are set out in the Directors section of this Annual Report on

page 15 and are available on the Company’s website.

As the Board is small, the Company has not established a separate nomination committee, believing these matters

are best dealt with by the full Board of Directors. Periodically the Board evaluates its performance, composition,

size, diversity and mix of skills. The method of review is determined by the chairperson annually and may include

interviews, questionnaires and/or external review. The Board is satisfied that it is operating well and that the

performance processes we have used are both effective and suited to the Company.

When a decision is made to recruit a new director, the Board identifies candidates with a mix of capabilities and

perspectives considered necessary for the Board to carry out its responsibilities effectively. The Board also considers

the skills of the existing directors to ensure that the skills of the new director will complement and add to the

effectiveness of decision making. We make appropriate pre-appointment checks on the background and suitability

of all directors. New Board members enter into a written agreement establishing the terms of their appointment. 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.

Directors undertake appropriate education to remain current in how to best perform their duties as directors. Directors

are encouraged to attend courses and maintain membership of relevant bodies, such as the Institute of Directors.

Directors receive information independently from management in relation to specific issues relevant to Wellington,

the markets in which the Company operates and to NZX listed companies generally. All directors have access to

management for any additional information they consider necessary for informed decision making.

The Company recognises our people are critical to our business. However, Wellington has a very small number of

employees, a significant number of which are based outside of New Zealand, which makes it very challenging for the

Company to adopt any formal targets in relation to diversity as is recommended by the NZX Code. While we do not

have any such formal targets, Wellington values and respects the contributions, ideas and experiences of people from

all backgrounds and is proud to have a diverse company with staff from around the world and from many cultures.

As stated, the Company has a diversity policy included in its Code of Business Conduct & Ethics, and is committed

to attracting, developing and advancing the best person for the role. Attracting the best person for a role may involve

a global search for a suitable candidate and that selection may add to our diversity. Wellington recognises diversity

brings a range of ideas, skills and innovation to the Company, which is important to the achievement of our objectives.

During 2018 the Company will continue to strive to ensure the best person for the role is identified in the recruitment

process for all positions becoming available, ensuring gender or other bias are not present in hiring decisions. It

recognises recruitment of female staff, particularly in the engineering sector (in which we operate), is not always

possible due to the shortage of suitably qualified staff. The Company also aims to further encourage development of

its existing staff through global re-deployment and training.

“To ensure an effective board, there

should be a balance of independence,

skills, knowledge, experience and

perspectives.”

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ANNUAL REPORT 2017

Diversity by gender statistics

In accordance with Listing Rule 10.5.5(j) the Company makes the following diversity disclosures:

31 December 2017

MaleFemale

Total

#%#%

Board375%125%4

Senior management team*6100%--6

Other staff4980%1220%61

Total Company5882%1318%71

31 December 2016

MaleFemale

Total#%#%

Board375%125%4

Senior management team*8100%--8

Other staff4480%1120%55

Total Company5582%1218%67

*The senior management team comprises of the Chief Executive Officer (CEO) and all the senior executives who report directly to the CEO. The senior

management team are “officers” for the purpose of the NZX Listing Rules.

Principle 3 – Board Committees

The Board has established a number of committees to guide and assist

the Board with overseeing certain aspects of corporate governance.

These committees are the Audit and Risk Committee, the Technology

and Innovation Committee and the Executive Appointment and

Remuneration Committee. Other Committees may be formed to manage

projects. 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.

Audit and Risk Committee

The Audit and Risk Committee operates under a charter approved by the Board and assists the Board in: taking

reasonable steps to acquire and maintain up-to-date knowledge of enterprise risk management; overseeing the

quality and integrity of external financial reporting including the accuracy, completeness and timeliness 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 Lisbeth Jacobs (Chairwoman), Tony Nowell and John McMahon.

The Audit and Risk Committee charter can be found http://www.wdtl.com/governance

Executive Appointment and Remuneration Committee

The Executive Appointment and Remuneration Committee operates under a charter approved by the Board and

assists the Board in: 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.

The Executive Appointment and Remuneration Committee charter can be found http://www.wdtl.com/governance

Technology & Innovation Committee

The Technology & Innovation Committee operates under a charter approved by the Board and assists the Board

in 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.

The Technology & Innovation Committee charter can be found http://www.wdtl.com/governance

“The board should use committees

where this will enhance its effectiveness

in key areas, while still retaining board

responsibility.”

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ANNUAL REPORT 2017

Other Committees

From time-to-time the Board may establish a committee to assist in the management of a matter or project. In 2017 a

Capital Planning Committee operated to oversee the strategic investment and funding requirements for the Company.

The Company has established protocols for dealing with a takeovers should an offer be received.

Health and Safety

Whilst not a Committee of board members, Wellington has a Health and Safety Committee that meets monthly

and reports to the Board. The Company is strongly committed to maintaining a safe and healthy workplace and

believes all accidents are preventable. 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.

The Health and Safety policy can be found http://www.wdtl.com/governance

Principle 4 – Reporting & Disclosure

The Company is committed to ensuring integrity and timeliness of

its financial reporting and in providing information to the market and

shareholders.

Financial reporting

The Board has overall responsibility for ensuring the integrity of the

Company’s reporting to shareholders, including for financial statements that comply with generally accepted

accounting practice. The Audit and Risk Committee exists to assist the Board to fulfil its responsibilities in this

area. The Committee makes enquiries of management and the external auditors (including requiring management

representations) so that the Company can be satisfied as to the validity and accuracy of all aspects of Wellington’s

financial reporting.

The CEO and CFO certify to the Board that: the Annual Report is true and the statements therein are not materially

misleading; and no matters in the Annual Report (as a result of subsequent events) would make any of the

statements untrue or materially misleading.

Wellington strives to improve the clarity and readability of its financial statements, while continuing to comply with

all the requirements of the financial reporting standards including the Companies Act 1993, the Financial Markets

Conduct Act 2013, and the Listing Rules.

Continuous disclosure

The Company has a formal Group Market Disclosure Policy that can be found http://www.wdtl.com/governance.

The policy seeks to promote investor confidence by ensuring that dealing in its securities takes place in an efficient,

competitive and informed market. The Company strives to ensure that all investors have equal and timely access

to market sensitive information. That disclosure be evenly balanced (during good times and bad) and this is

fundamental to building shareholder value and earning the trust of staff, customers, suppliers, communities and

shareholders.

The Board reviews and approves material announcements and specifically considers with management at each

board meeting whether there are any issues which might require disclosure to the market under the NZX continuous

disclosure requirements.

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 and Risk Committee, will approve or decline

the application. The Company monitors trading and reports share movements to the Board at every meeting.

Information for investors

Wellington’s investor website http://www.wdtl.com/news-and-information includes the Company’s reports, investor

communications, audio and video releases and the Policies and Charters referred to in this section. The Annual and

Interim Report is available in electronic and hard copy format.

The Annual Meeting is planned to be held on 30 May 2018. All shareholders are welcome to attend and ask

“The board should demand integrity in

financial and non-financial reporting,

and in the timeliness and balance of

corporate disclosures.”

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ANNUAL REPORT 2017

questions. The external auditor, PricewaterhouseCoopers will be in attendance to answer questions about the audit

and their audit report. A Notice of Meeting will be sent to shareholders in April 2018.

Principle 5 – Remuneration

The Executive Appointment and Remuneration Committee is responsible

for ensuring Directors and Executives receive the appropriate rewards to

support Wellington in achieving its commercial and stakeholder goals.

The Executive Appointment and Remuneration Committee has a formal

charter. Its membership and role are set out under Principle 3 above.

Director Remuneration

Directors’ fees are currently set at a maximum of $200,000 per annum. This was approved by shareholders at the

2006 Annual Meeting. The actual amount of directors fees paid in the last year was $140,000. Full disclosure of

Director Remuneration is set out on page 55. Other than from directors’ fees no director is entitled to any other

remuneration or retirement benefits from Wellington. Directors are entitled to be reimbursed for reasonable travel,

accommodation and other expenses incurred by them in connection with their attendance at board or shareholder

meetings or otherwise in connection with Wellington business.

The Executive Appointment and Remuneration Committee conducts an annual review of director fees, to ensure that

the level of fees paid to its Chair and other non-executive directors is aligned with other organisations of similar scale

and scope.

Remuneration

Wellington’s approach is to pay a base salary and a performance-based bonus that includes a short-term and a long-

term incentive component. This ensures executive motivation is aligned with the goals of the Company in the short

and long term.

Base salary

As stated, the Company recognises our people are critical to our business and its growth strategies. Wellington’s

remuneration strategy is to pay executives a remuneration that is fair and reasonable in a competitive market for

the skills, knowledge and experience required by the Company. Salaries are determined for their current position

in the market using relevant and up to date market benchmark data and an individual’s performance and are

reviewed annually. Many of our employees are based outside of New Zealand and remuneration varies by location in

accordance with the local market.

Short-Term Incentive

Our Short-Term Incentive (STI) model is focused on delivering financial and business improvement performance

goals, predicated on measurable outcomes, differentiating high performance, and rewarding delivery. The STI

program’s applies only to key management and other selected staff members. STI values are calculated as a

percentage of base salary, ranging between 10% for eligible employees and up to 65% for the CEO. Executive team

STI payments are determined following a board level review of the Company’s and the individual’s performance and

may be paid out at between zero to 100% of an individual’s STI target.

Employee Share Purchase Plans

Wellington has two Long Term Incentive (LTI) share purchase plans. A Partly Paid Share Scheme which has been

operating since 2008. The other LTI plan is the United States Share Option Plan which has operated since 2010.

Details of both plans and the partly paid share issues or options currently outstanding are on page 44. Both schemes

involve the issue of either part paid shares or options at a 20% to 30% premium to the market price of Wellington

shares at the time of their issue or grant. Selected employees are offered shares or options. The shares or options

vest in either two or three years following their grant, if the share price hurdle price is met and can be exercised one to

two years after that date by paying the balance due for the part paid shares or options.

CEO Remuneration

Greg Allen joined the Company as CEO on 28 November 2011.

In FY2017 the CEO earned a base salary of $392,800. The CEO’s base salary is reviewed annually and has not been

adjusted since joining the company.

In addition to base salary, the CEO is eligible for an annual short term incentive (STI) based on a combination of

financial and business improvement objectives being achieved. This short term incentive (STI) is targeted at 50%

of base salary for full achievement of board approved objectives, with 60% of that target being against measured

financial objectives and 40% of that target against business improvement objectives. The CEO employement contract

allows for an over-achievement payment on the financial portion of the objectives according to the table below. The

Board of Directors will approve any STI payment and such payment will only be made if a mininimum EBITDA level is

achieved.

The STI objectives for FY2017 were based on achievement of revenue growth, gross margin SCS

TM

Connect and

“The remuneration of directors and

executives should be transparent, fair

and reasonable.”

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ANNUAL REPORT 2017

ECR motor sales objectives, derived from the Company’s annual operating plan and business objectives. The table

below shows the structure of the CEO’s STI for FY2017:

Measureable

Outcome

WeightingTotal if all

objectives

achieved

Overachieve %

Revenue35%60%(60%X50%)X1.5

Gross Margin25%

ECR unit sales20%40%nil

SCS unit sales20%nil

Note: Partial achvievement of objectives and thus partial payment is possible under the STI programme.

The Board will determine the STI payment for FY2017 in April 2018 based on achievement of the agreed objectives.

The STI bonus for 2017 is estimated to be an 80% payout of the 50% STI bonus amount.

In FY2016, due to the constrained cash situation of the Company and the limited ability to support STI for the

preceding year despite achievement of targeted objectives, the Board of Directors approved a one time issue of partly

paid shares in lieu of the STI cash program. There was no cash entitlement in respect of the FY2016 year. In April

2016, 1,218,073 partly paid shares were issued to the CEO in respect of this one time issue. These shares vested in

April 2017 based on achievement of performance hurdles. The hurdle price was 9.43 cents.

No STI bonus cash payment was made to the CEO in 2017.

In accordance with the LTI plan for the CEO and the one time STI equity award described above, 4,795,500 part paid

shares have been issued to the Share Trustee on behalf of the CEO under the Partly Paid Share Scheme. These were

issued: 18 June 2014 - 1,260,587 shares with a hurdle price of 14.22 cents; 1 July 2015 - 2,316,840 shares with a

hurdle price of 5.21 cents; and 1,218,073 issued on 20 April 2016 with a hurdle price of 9.43 cents. Further details of

these part paid shares can be found on page 44.

Principle 6 – Risk Management

The identification and effective management of the Company’s risks are

a priority of the Board.

As discussed previously, the Board has established an Audit and Risk

Committee to assist the Board in oversight, monitoring and review

of risk. Bi-annually there is a review of the entire risk landscape to

establish a forward-looking perspective on business risks in both the

internal and external environment. The Committee provides a forum for

discussion of risk, including the Board’s appetite for risk, with the CEO

and management. The CEO and Senior Management team are required to regularly identify the major risks affecting

the business and to develop strategies to mitigate these risks. Significant risks are discussed at each Board meeting,

or as required.

The Company maintains insurance policies that it considers adequate to meet the insurable risks of the Group.

Exposure to any foreign exchange risk is managed in accordance with policies laid down by the Directors.

The Health and Safety Committee meets monthly and reports to the Board on health, safety and wellbeing matters.

Minutes of the Health and Safety Committee are a priority agenda item at all Board meetings and specific reviews

are sought as required. The Committee continuously reviews health and safety risks and systems used to identify

and manage those risks, ensuring they are fit for purpose, are being effectively implemented, regularly reviewed and

improved. The frequency of incidents has been low and no Accident Compensation claims involving the Company

have been recorded for a number of years. The Board undertakes ongoing Health and Safety education and visits

key operational sites on a regular schedule.

Principle 7 – Auditors

Oversight of Wellington’s external audit arrangements is the responsibility

of the Audit and Risk Committee.

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;

“Directors should have a sound

understanding of the material risks

faced by the issuer and how to manage

them. The Board should regularly

verify that the issuer has appropriate

processes that identify and manage

potential and material risks.”

“The board should ensure the quality

and independence of the external audit

process.”

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ANNUAL REPORT 2017

• 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;

• 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 and Risk Committee; and

• The Audit and Risk Committee must approve significant permissible non-audit work assignments that are awarded

to an external auditor.

PricewaterhouseCoopers have been the external auditor of Wellington and its subsidiaries for more than 20 years.

Julian Prior of PricewaterhouseCoopers is the engagement partner for the Company, and has been since the start of

FY2014.

During 2017 other services provided by PricewaterhouseCoopers comprises of $7,000 (2016: $7,000) relating to the

agreed procedures performed over the interim financial statements.

To ensure full and frank dialogue amongst the Audit and Risk Committee and the auditors, the auditor’s senior

representatives meet separately with the Committee (without management present) at least twice a year, including

immediately before finalisation and release of our half-year and full-year financial results to the market.

Due to its size, the Company does not have an internal audit function as is recommended by the NZX Code. As

discussed above, the CEO is accountable for all operational and compliance risks across all of the Company’s

operations and businesses. The CFO has management accountability for the effective implementation and

improvement of internal systems and controls.

Representatives of the Company’s external auditor, PricewaterhouseCoopers are invited to attend the Annual

Shareholders Meeting where they are available to answer shareholders’ questions relevant to the audit.

Principle 8 – Shareholder Rights & Relations

The Board’s policy is to ensure (in an open and transparent manner)

that shareholders are informed of all major and strategic developments

affecting the Company.

We provide information about who we are, including our governance

policies, on our website for investors to access at any time.

The Company releases all material information via the NZX website under its continuous disclosure requirements. All

major disclosures are posted on the Company’s website (http://www.wdtl.com/news-and-information) on a timely

basis. Audio files of quarterly investor conference calls held with institutional and large investors are also available on

the Company’s website.

Shareholders can directly communicate with the Company via http://www.wdtl.com/contact-investors. Our CEO and

CFO also respond directly to shareholder phone calls and emails.

Shareholders are encouraged to receive all shareholder communications by email. The Company provides a printed

copy of its Interim and Annual Reports to shareholders who have elected to receive printed copies. Interim and

Annual Reports are available on the company's website in accordance with the requirements of the NZ Companies

Act 1993.

The Company’s share register is managed and maintained by Computershare. Shareholders can access their

shareholding details or make enquiries about their current shareholding interests electronically.

Notices of Annual Meetings are made available as soon as possible and posted on the website of the Company

usually more than one month prior to the meeting.

Shareholders are encouraged to attend, participate and vote at meetings or appoint a proxy on their behalf, or submit

a postal vote, if they are unable to attend. Results of proxies and postal votes are summarised and disclosed at the

meeting. Voting at shareholder meetings is usually by a show of hands to encourage members to participate fully in

the discussions at the meeting. If the voting at the meeting is inconsistent with the results of proxies and postal votes

the Chairman of the meeting will, and shareholders at the meeting can, request a poll. This is not fully aligned with

the NZX Code recommendation for voting to be by way of a poll for each separate resolution. Results of meetings

are announced as soon as possible following the closure of the shareholder meeting.

“The board should respect the rights

of shareholders and foster constructive

relationships with shareholders that

encourage them to engage with the

issuer.”

Annual Report 2017
www.wdtl.com

WT9019

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

Paul Gillard, General Counsel

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

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.

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