Wellington Drive Technologies 2017 Annual Report
Annual Report 2017
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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
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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.
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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.
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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.
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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).
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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.
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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.
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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
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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
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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:
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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
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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.
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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.
53
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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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