Solution Dynamics Limited logo

SDL FY2018 Financial Results

Full Year Results29 August 2018SDLConsumer Discretionary

30 August 2018
MANAGEMENT DISCUSSION AND ANALYSIS

FY2018 Result Overview

Solution Dynamics Limited (“SDL” or “Company”) has produced an audited net profit after tax of

$1.332 million for FY2018 (growth of 1.7%). This profit includes costs and losses from acquisitions

made late in the financial year, which acted as a significant drag on the Company’s profit. A like-for-

like comparison (backing out the costs and losses from acquisitions) against the prior year saw

pleasing growth in net profit after tax of 18.8%. Highlights of the result are:

• revenue growth of 13.7% to $22.7 million, with revenue from the UK and Europe up $1.0

million or 33.9% to $4.0 million

• EBITDA growth of 8.9% to $2.27 million (growth was 17.1% to $2.44 million excluding the

effects of acquisition costs and losses)

• net cash on hand at 30 June balance date was $1.96 million

• the Directors have declared a final, fully imputed dividend of 3.50 cents per share (FY2017:

3.25 cents), taking the total dividend for FY2017 to 7.50 cents per share (FY2017: 6.75

cents), an increase of 11.1%

In late FY2018, SDL acquired Auckland-based Scantech (scanning and scanning/workflow software)

and US-based DigitalToPrint Inc. (“DTP”), which provides a globally distributed print and mail

solution.


Business Overview

SDL operates in the Customer Communications market (essential mail, interactive marketing

communications and on-demand communications). The Company’s products and services are

represented by two revenue streams:

• Services (itself separated into digital print & document handling services, outsourced

services and scanning); and

• Software & Technology.

Services includes digital print and mail house processing for mail items such as invoices, statements

and promotional material. These are then distributed through New Zealand Post’s (“NZ Post”) mail

delivery system. A number of the components included in this service, such as envelopes and

postage, form part of outsourced service revenues. This service differs from traditional printing in

that each document printed is typically personalised and unique. The revenue from Scantech is

primarily included in Services (document handling services), while consulting and software revenues

that are related to Scantech’s software technology are included in the Software & Technology

revenue stream.



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Software & Technology develops and markets SDL’s own software products related to a) multi-

channel marketing communications, which includes: a) digital asset management, communication

templates and campaign management, b) document archiving, c) document composition, d) desktop

mail solutions, e) scanning and scanning workflow, and f) international cross-border print-on-

demand management software. A range of further technology services are also offered relating to

SDL’s own software and the management of client data around the formatting, electronic output

and archiving of customer communications. The US business, DTP, acquired by SDL in May 2018 is

wholly included in Software & Technology.

Despite the ongoing erosion of transactional mail volumes, the Directors believe that SDL’s key point

of difference is in offering integrated solutions incorporating both physical print and digital

technology. Some communications are better suited to print and will likely remain so for the

foreseeable future. In other cases, use of software technology such as DéjarMail (SDL’s desktop mail

solution) can improve the handling efficiency, management and cost of physical mail. The

Company’s integrated range of print and software technologies means it is able to offer a holistic

and distribution channel/platform-agnostic approach to managing its customers’ communications

needs.

The Company operates from leased premises in Albany, Auckland.


Acquisitions

SDL made two acquisitions late in the financial year, Scantech in April 2018 and DTP in May 2018.

Scantech is largely a “bolt-on” incremental transaction for the Company. SDL has offered scanning

services to its customers for some time and then subcontracted this work to Scantech and taken a

small margin in the process. Scantech has developed its own, in-house scanning workflow software,

which means it is not reliant on click-cost-based external software to manage its scanning. There are

opportunities to sell Scantech’s software in the UK and customer pilot projects are currently

underway.

DTP is a riskier acquisition for SDL as it is currently unprofitable and is likely to remain so in the

coming financial year. In that sense, the purchase price for SDL is a combination of what has been

paid (plus likely vendor earn-out) plus the cost to fund near-term losses. However, DTP opens two

new opportunities for SDL; cross border printing and a toe-hold into the US market. Cross-border

printing is where a company needs to print and mail for offshore markets. Companies typically have

two options: either print-and-mail from their home country (expensive with international mail rates)

or print in foreign countries (cheaper, but problematic around the logistics of managing a network of

foreign printers, many of whom will have differing print composition requirements). DTP’s software

and network of printer relationships enables cross border printing and SDL was aware from

discussions with existing UK customers that there was a market need for this functionality. Stepping

– carefully – into the US market is an opportunity, but one that will require additional sales and

technical support overhead over time. The Company is already bidding on a sizeable pipeline of

work and the scale of potential revenue from individual opportunities is large, although we are

under no illusions about the difficulty of succeeding in this market. Our initial observation is that the



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switch to electronic in the US, while underway, appears much slower and at a far earlier stage than

in New Zealand.

Both acquisitions are structured with cash upfront payments and subsequent vendor earn-outs for

reaching profit targets. Note that accounting rules now require intangibles to be allocated to items

such as intellectual property and the value of customer contracts, rather than goodwill. Unlike

goodwill, which remains on the balance sheet subject to annual impairment testing, the intangibles

must be written off by amortisation through the Income Statement. SDL is opting to write down

acquired intangibles over a relatively short four to five year period. This means the Company will

incur a non-cash, amortisation charge against profit of around $0.23 million each year for the next

four years. Furthermore, a portion (relating to customer contracts and some of the acquired

software) of this charge is not tax deductible. For the purposes of calculating the dividend, the

Directors have determined that acquisition-related amortisation will be added back to net profit

after tax before determining the dividend.


Description and Review of Revenue Streams

SDL Services

SDL Services predominantly provides mail house operations to high-volume postal mail users, mainly

those in the business-to-consumer sector. DéjarMail has expanded the market for SDL’s print and

post service down to the SME (small to medium enterprise) sector although the Company does not

sell directly to SMEs but reaches this market through channel partners.

SDL Services operates leased, high-speed digital colour and monochrome printers. In addition to

digital printing, Services also provides the usual ancillary document handling operations such as

automated envelope inserting and flowrap.

Services revenue also includes a variety of outsourced functions or components such as postage,

offset printing, freight, paper and envelopes. The Company has an access agreement with NZ Post

which provides bulk mail discounts off NZ Post’s retail rates, subject to SDL meeting minimum

volumes requirements over a twelve month period. SDL continues to exceed NZ Post’s minimum

volumes under this agreement. The profit margins on many of these outsourced components,

especially postage, are slim.

With general mail volumes continuing to decline, SDL’s FY2018 mail lodgement volumes fell 8.6%

although the Company’s digital print volumes rose 7.6% as a result of new business wins offsetting

declining volumes from existing clients. The differing growth outcome for mail lodgement versus

print volumes is accounted for by two effects. The first is that not all SDL’s digital print volumes are

related to mail, and secondly, changes in the average number of printed sheets of paper per mail

item means that print and mail volumes are not one-to-one correlated. Note that part of the decline

in physical mail volumes is offset by an increase in email volumes processed by SDL; these rose by

just over 30% during FY2018. SDL has continued to increase its market share of declining mail

volumes albeit at a lower rate of gain than in prior years. Note that the growth in Outsourced

Services revenue in the following table is a combination of both very low margin postage and the

outsourced printing for DéjarMail volumes in the UK.



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SDL Services Revenue Breakdown

(all figures $000)

FY2018 FY2017 Percentage

Change

Digital Printing and Document Handling 6,773 6,712 0.9%

Outsourced Services 9,907 8,213 20.6%

Total Services Revenue 16,680 14,925 11.8%



Growth in digital printing was largely the result of adding new business and several non-mailing

digital print clients. Last year’s result commentary noted one of the Company’s major customers

had rationalised its print output during FY2017, and SDL’s FY2018 saw the full annualised effect of

that change.

The Directors remain cautious about acquisitions and will only proceed on the basis that any

transaction is expected to be value adding for shareholders, and with manageable financial and

operational risk profiles. While SDL’s net cash position provides financial capacity for further

acquisitions, the Company is conscious of first ensuring the two recent acquisitions are well

integrated and adding value.

SDL Software & Technology

Digital tools and the ensuing digital transformation mean communication channels and the customer

engagement model in most businesses has needed to adapt and become nimble and personalised.

Organisations increasingly need to employ more “pull” marketing tactics, drawing people in to their

brands with interesting, informative and engaging content. Communication channels are no longer

“one size fits all”; customers should receive messaging through an omni-channel or multi-media

approach. SDL treats every form of communication – whether a customer email, an invoice or

account statement, or a piece of marketing collateral – as a means to enrich and deepen the

personalised relationships that our customers have with their customers.

The Company’s history in mailhouse and fulfilment means we fully understand the importance of

data accuracy, timely delivery, and cost efficiency. The ongoing investment in software and

technology demonstrates the SDL’s commitment to making the most of the digital transformation

opportunities available to our clients.

SDL Software has developed four software engines that are used as required to develop customer

solutions. The acquisition of DTP in late FY2018 added further software capability with that

company’s Jupiter product and the Scantech acquisition has added scanning workflow software:

1. Déjar

Déjar is a digital archival system that provides the ability to efficiently store and retrieve

electronic documents created from most formatting tools. Déjar allows users to exactly

reproduce the original document and access these via a browser over the local network or

via the Internet. The reproduced document can be printed, faxed or emailed and Déjar’s



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security and history features ensure every document created and subsequent access event is

recorded by User ID and date/time stamp.

2. Composer

Composer is SDL’s electronic document creation software. It is flexible and allows

customised documents to be built on the fly, based on information retrieved from

databases. Based on templates it automatically creates templates, documents and letters

with dynamic, customised content, formatted to each customer’s requirements. Composer

allows companies to easily standardise corporate documentation formats for all users,

including regional and legal variations. Templates, documents, emails, letters and

newsletters created by Composer are automated, ready to archive, print, publish online, or

electronically distribute to customers in one step.

3. Bremy

Bremy is an integrated, multi-channel publishing and distribution solution for businesses

across a broad spectrum of industries. It manages the work flow of digital assets, from

document creation and revision, to final email or print-ready files and distribution through

multiple channels, including print, email, web, digital signage and mobile. It helps

streamline and provides integrity to document proofing and integrates with data sources to

produce complex documents such as online or physical catalogues. It also has a Campaign

Manager module to assist companies in creating and managing specific advertising

programmes.

4. DéjarMail

DéjarMail is a web browser-based desktop mail management solution which allows

customers to route mail correspondence, by file transfer or web browser portal (Post On

Demand), to SDL or any other service provider for printing and delivery via post or any other

medium. This delivers costs savings for smaller businesses and for larger companies’ ad hoc

mail.

5. Jupiter

Jupiter, acquired as part of the DTP acquisition, is a global print and mail solution that

benefits Postal Administrations, senders and recipients, all via a “Managed Print and Mail

Solution”. Jupiter provides a technology platform which links together customer

communication origin points such as ERP, transactional and marketing output with

production and fulfilment on a globally distributed basis. Closely integrated with over 300

service providers globally, customers can use a highly flexible web service API to achieve

simultaneous concurrent fulfilment across five continents, all while retaining visibility and

control of the process via an intuitive and mobile friendly, web portal.

The scope for integration of the SDL product set with Jupiter’s global fulfilment network

opens the door to expansion of the markets that the range of SDL solutions can apply to.

6. Scantech software



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Scantech’s suite of software solutions include scanning applications to digitise physical

documents, automated extraction of data from documents (both physical and digital)

including workflows for the processing of this data and the automation of business

processes such as accounts payable and accounts receivable. These are also integrated into

SDL products, such as Déjar for archival and retrieval.

Software & Technology revenue is earned from three sources.

SaaS (Software as a Service) is an alternative to the traditional, now largely defunct, licensing of

software. Under SaaS, rather than pay an upfront fee, customers opt to run SDL’s software on a pay-

as-you-go model, typically by way of a per-document or per-electronic transaction charge. Under

this model, SDL will usually host the software (using third party hosting infrastructure, such as

Amazon Web Services) and related data on behalf of the client. While SDL forgoes the benefit of any

large up-front licence revenue, the SaaS approach does build an annuity revenue base that then

generates value over a longer term. The trend in recent years has been for customers to prefer SaaS

rather than acquiring a software licence, to the point where the Company no longer expects to sell

licences.

Secondly, the company offers bespoke software development services where this is related to a

customer using SDL’s software. An example is a customer requiring a front end, web-based access

portal to allow its clients to access the underlying data being stored or managed by SDL’s software.

The third is the provision of programming, consulting, business analysis and design services that help

clients to manage essential and marketing communications both by mail and electronic transfer.

Software encompasses all international software revenue and all revenue from all of our software

products and services. It also includes Déjar revenue in New Zealand for digital document archival

and management for SDL Services’ customers. Note that a significant part of the revenue from

DéjarMail is generated in SDL Services from the printing and postage component of the service.

In addition to New Zealand and Australia, both Déjar and Composer are sold internationally, mainly

in the UK and Europe. Bremy is predominantly a New Zealand product, with several Australian and

UK customers and the Company sees potential for ongoing and potentially strong growth in the UK,

albeit from a low base. DéjarMail is continuing to see solid growth in the UK and given the early-

stage client base in that region we expect this will be a secular growth trend that will run for a

number of years. The roll out of Bremy to UK dental practices commenced during FY2017, although

there was a period of additional development required, which constrained growth during the year.

We continue to expect growth from Bremy, although as with DéjarMail, the speed of the take-up

rate and eventual penetration levels is difficult to assess.

SDL sees a general trend for organisations to internally generate and self-store PDF files; this is likely

to reduce demand for the Company’s Déjar archival product over time.

In the UK, SDL has added additional sales and support personnel, as well as staff in Europe during

FY2017 and incurred the full annualised impact on profitability from these costs during FY2018.

Additional UK-based sales staff are currently being added.

Software & Technology generated revenue of $6.05 million in FY2018, an increase of 19.5% on the

prior year’s revenue of $5.07 million (and an acceleration of growth from 13.9% the prior year),



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largely the result of DéjarMail growth in the UK. There were no large, one-off licence revenues

achieved, with some software development work undertaken and SaaS revenues continuing to build.

Scandinavian postal operator, Post Nord’s digital solutions arm, Stralfors, was added as a new

customer in the second half, generating FY2018 revenue from setup and implementation, plus some

software customisation.


Financial Performance

Revenue growth in FY2018 was generated by both Software and Technology, and Outsourced

Services, both of which grew around 20% year-on-year, while Digital Imaging and Document

Handling remained largely flat. Outsourced Services revenue gains are predominantly the effect of

printing for DéjarMail volumes in the UK. Postage margins remain very low and this is unlikely to

change as the wholesale rates and hence margin that New Zealand Post is able to offer is regulated

by the Postal Network Access Committee, although changes to NZ Post’s rebate requirements will

negatively affect FY2019 margins.

Summary Financial Performance

(all figures $000)

FY2018 FY2017 Percentage

Change

Total Revenue 22,732 19,991 13.7%

Less: Cost of Goods Sold 14,315 12,274 16.6%

Gross Margin 8,417 7,717 9.1%

Gross Margin (%) 37.0% 38.6%


Less: Selling, General & Admin 6,144 5,630 9.1%

EBITDA 2,273 2,087 8.9%

EBITDA margin (%) 10.0% 10.4%


Depreciation 208 208 n.m.

Amortisation 161 78 n.m.


EBIT 1,904 1,801 5.7%


Net Interest (5) (1) n.m.

Income Tax 577 492 17.3%.

Net Profit after Tax 1,332 1,310 1.7%

Tax rate 30.2% 27.3%


FY2018 earnings were reduced by the Company’s decision to make two acquisitions: Scantech, and

DTP. The following table highlights the main costs involved from the acquisitions and provides a like-

for-like comparison to SDL’s results in the absence of these acquisitions.



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Adjusted Financial Performance

(all figures $000)

FY2018 FY2017 Percentage

Change

Reported Net Profit After Taxation 1,332 1,310 1.7%

Acquisition-related costs (net of any tax):

Acquisition costs (e.g. legal, due diligence) 118

Post-purchase trading losses (ex-amortisation) 58

Amortisation (of acquired intangibles) 49


SDL like-for-like profit 1,557 1,310 18.8%


Earnings per Share like-for-like basis (cents) 10.69 9.32 14.7%

Dividend per Share (cents) 7.50 6.75 11.1%


Dividend Payout ratio like-for-like basis 70.1% 72.4%


The effect of the acquisition drag on SDL’s profitability was compounded by the fact that DTP losses

are quarantined in a US entity for tax purposes and thus not available to be offset against profits in

other areas of SDL. Also, amortisation of acquired intangibles (other than a portion of the software)

is not deductible for tax purposes. These factors pushed up the Company’s headline tax rate to

30.2% for the year and 32.2% in 2H (these factors will continue in FY2019).

The second half remains the seasonally the quieter half of the year, especially in New Zealand,

although growth in software (and directly associated Outsourced Services) revenue is now beginning

to produce a more balanced profit split.

The FY2018 result includes a pre-tax benefit of $0.23 million from the Company’s market

development agreement with NZ Trade and Enterprise (“NZTE”). This agreement expired in June

2018. SDL intends applying for further NZTE market development support for its US expansion

efforts through DTP, however, this application is not able to be made prior to January 2019 and

there is no certainty the Company’s application will be successful.

The change in mix of revenue towards a greater component of low margin, outsourced services is

causing SDL’s percentage Gross Margin to compress, although the dollar Gross Margin is continuing

to grow. This trend is likely to persist as DéjarMail’s offshore revenue grows at a faster rate than the

rest of the Company’s business. Nevertheless, despite the percentage Gross Margin compression,

SDL’s ongoing focus on cost control saw the Company’s EBITDA margin decline only slightly, to

10.0%. Part of the reduction is the deliberate and ongoing addition to sales and support staff in

offshore markets, particularly the UK, and during FY2019 probably also in the US.

The following table highlights first and second half performance for the last two financial years.

Note that 2H FY2018 EBITDA contains approximately $0.15 million of costs and operating losses

related to the two acquisitions made late in FY2018 (the positive EBITDA generated by Scantech was

well outweighed by the EBITDA loss from DTP).



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SDL Half Financial Years

(all figures $000)

2H

FY2018

2H

FY2017

Percent

Change

1H

FY2018

1H

FY2017

Percent

Change

Total Revenue 11,440 9,804 16.7% 11,292 10,187 10.8%


EBITDA 949 1,009 -5.9% 1,324 1,078 22.8%

EBITDA margin 8.3% 10.3% 11.7% 10.6%


Tax rate 32.2% 29.9% 28.9% 24.9%



Balance Sheet, Liquidity and Debt

Capital expenditure in FY2018 was $0.188 million, a drop of around 9% on the prior year ($0.206

million). The capex spend mainly related to IT equipment, a specialised booklet-making piece of

print finishing equipment for which we see strong customer demand, and upgrading SDL’s

accounting and print job management systems.

The Company’s net cash (i.e. cash net of interest bearing debt) position declined marginally, by $0.12

million or 6.0%, to $1.96 million, with the reduction a result of SDL investing $0.712 million in

acquiring Scantech and DTP. Further payments for these two acquisitions are likely in FY2019 under

vendor earnout arrangements.

At balance date the Company’s sole remaining bank facility was an unused overdraft arrangement

from ANZ Bank with a $200,000 limit.


Selected Balance Sheet and Cashflow Figures

(all figures $000)

FY2018 FY2017 Change

Net Bank Cash/(Debt & Borrowings) 1,956 2,080 (124)

Non-Current Assets 2,871 2,008 863

Net Other Liabilities (816) (569) (247)

Net Assets 4,011 3,519 492


Cashflow from Trading 1,677 1,599 78

Movement in Working Capital (55) 82 (137)

Cash Inflow from Operations 1,622 1,681 (59)


Cash dividends paid 1,039 808 231



Net Assets includes goodwill related to the original purchases of the software products Déjar and

Bremy. Bremy accounts for around three quarters of the $1.06 million carrying value of goodwill.

An impairment test is conducted against the carrying value of these assets each year and the

Directors believe the current value of these products remains comfortably in excess of their carrying

values.

The acquisitions of Scantech and DTP have resulted in additional intangible assets of $1.047 million,

mainly related to the value of software IP plus customer contracts these companies have in place.

Unlike goodwill, these intangibles are required to be amortised under accounting rules and the



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directors have determined they should be written off over periods of four to five years depending on

the type of intangible asset. This will mean an additional, non-cash, amortisation charge of around

$0.23 million to the Income Statement for the next four years.

While SDL’s balance sheet shows a positive net-cash position, the Company is also carrying leases on

its premises and much of its printing and document handling equipment. The annual cost of rentals

and leases was $0.72 million in FY2018 ($0.69 million in FY2017) and represents off balance sheet

leverage. We note that in FY2020 the accounting standards relating to leases will change. Finance

leases will be capitalised and shown as a debt liability, increasing the amount of debt on the balance

sheet, as well as altering the Income Statement by mandating that part of the lease payment be

accounted for as a financing (i.e. interest cost) charge.

Excluding the net cash balance from SDL’s working capital, the Company currently operates with a

slightly negative working capital balance. The Company adopts a positive view to this aspect of its

balance sheet. It means SDL can generally continue to grow revenue without particular requirement

to fund any additional working capital needs. Note that SDL’s Other Current Liabilities figure

included $0.335 million as a provision for the earnout liability in relation to Scantech and DTP. To

the extent that the actual earnout varies from this provision, the difference will affect the FY2019

Income Statement (and will be disclosed a separate item).


Taxation and Dividends

Aside from minor timing issues and non-deductible expenses, the Company pays full New Zealand

tax on locally generated earnings. SDL completely utilised its remaining UK tax losses during the year

and is now paying UK tax. The recently acquired DTP business in the US is currently making losses.

These are effectively ring fenced within the US and SDL is not able to group them to offset other

profits. Until the Company is able to improve trading performance of DTP it will therefore show an

abnormally high tax rate although this position will reverse if SDL is able to return DTP to profitability

and utilise any US tax losses that are then available (note that the losses may possibly be recognised

earlier for accounting purposes but this will not affect the cash tax position). Further, a portion

(relating to customer contracts and some of the acquired software) of amortisation of acquired

intangibles is not tax deductible and this will also bias the reported tax rate upwards until these are

fully written down.

SDL only intends to pay dividends to the extent that it can fully impute them and also subject to SDL

not experiencing any one-off requirements for abnormal capital expenditure or any significant

acquisition activity.



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Earnings and Dividends per Share FY2018 FY2017 Percentage

Change

Shares on Issue (‘000) 14,560 14,059 3.6%


Earnings per Share (cents) 9.15 9.32 -1.8%

Adjusted Earnings per Share (cents) (a) 10.69 9.32 14.7%


Dividend per Share (cents) 7.50 6.75 11.1%

Dividend Proportion Imputed 100.0% 100.0%


Dividend Payout ratio 82.0% 72.4%

Dividend Payout ratio on Adjusted EPS 70.1%


(a) Adjusted earnings per share is a non-GAAP accounting measure that is calculated by adding back the

costs and losses relating to SDL’s two recent acquisitions. It is provided to provide investors with a

more meaningful like-for-like comparison against the prior year earnings per share.


Shares on issue rose slightly (+3.6%) over FY2018, entirely the result of SDL staff exercising Employee

Share Option Programme (“ESOP”) options that were issued in 2014. The bulk of ESOP options have

been exercised with only 80,000 options now outstanding under this programme.

Operational Performance

The industry-wide decline in general mail volume is continuing and anecdotal industry comments

suggest that the rate of decline increased in FY2018. SDL’s mail volumes dropped 8.6%, partly

cushioned by some new business gain. The Company’s digital print volumes increased 7.6% on last

year. SDL’s print equipment has significant capacity, particularly from a high-speed, continuous

printer under the DMS agreement with FXNZ. The Company has progressively transitioning a greater

proportion of its print jobs from cut sheet printers onto the continuous printer as this provides

efficiency benefits. Any material growth in continuous print volume under the DMS agreement

would likely require a modest increase in the level of production staff and possibly some additional

document handling equipment.

New Zealand Postal Market

The domestic postal services market continues to evolve, and changes in 2018 are not positive for

physical mail volumes. Previously, in July 2015, NZ Post commenced the process of reducing the

number of delivery days per week for standard letter mail in major towns and cities to three days,

although it is continuing to provide six-day-per-week delivery for premium mail. Earlier in 2018, NZ

Post announced a substantial increase in the price of mail that took effect from 1 July 2018. The

price of a standard letter increased by 20 cents from $1.00 to $1.20, and bulk mail prices also

increased along with tighter conditions to achieve bulk pricing.

There are examples of one-off sizeable mail price increases overseas, including Australia, in recent

years. The experience has tended to result in a one-off step down in mail volumes, subsequently

followed by ongoing volume erosion then continuing from the lower base. SDL has no reason to

assume anything other than a similar experience is likely in New Zealand, with the main uncertainty



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around how quickly the Company’s customers react and begin the push to digitise more of their

communications.

These price changes by NZ Post may create opportunities for SDL as it may force some customers to

accelerate moves towards greater use of digital communications solutions. The Company tracks

how its major customers utilise print versus electronic delivery for transactional mail. FY2018 has

already seen a pick-up in the rate at which customers are switching to digital and we expect a

further, probably significant, step up in that rate during FY2019. SDL is well positioned to capitalise

on this, given its breadth of technology offerings with solutions for digitally communicating with and

servicing customers (these can also deliver significant communications and document creation cost

savings).

Nevertheless, if the Company’s customers opt in FY2019 to more rapidly switch towards greater

electronic communications, SDL will inevitably suffer margin loss from lower utilisation of its printing

assets and any revenue and margin gained from SDL Software & Technology will not be sufficient to

offset this decline.


Risk Factors

The physical mail market will continue to decline in volume with the probability of a one-off more

sizeable decline in FY2019 resulting from recent NZ Post price increases. This has several industry-

wide implications. First, excess printing capacity in the mail house physical print sector, already a

problem, will inevitably worsen. Secondly, increased competition for lower volumes may spill over

into pricing and margin pressure. The risk is partly mitigated by SDL’s ability to add value through its

technology offerings although excessive price discounting of printing services would affect

profitability across the entire industry and SDL would not be immune to this threat. Additionally,

pressure on marginal print operators is likely to cause industry rationalisation, although SDL may

benefit from being able to acquire distressed print volumes (without buying the associated print

assets).

SDL’s top five customers provided 40% of the Company’s revenue in FY2018 with the largest

customer accounting for 12% of revenue. Loss of one or more of those customers could cause

financial results to differ materially from those outlined in the FY2019 Outlook section below. This

risk is partly mitigated by having a number of these clients under contract, as well as the offset of

expecting revenue growth outside these clients, particularly from DéjarMail.

The Company’s software provides critical document management and storage functions for its

clients. SDL needs to ensure it continues to maintain adequate levels of software quality control.

SDL also regards IT and data security as a potential risk area and regularly reviews its IT and data

security arrangements.

The Company operates a single site facility, albeit with an offsite for data and server backup. The

Directors are conscious of the operational risk a single site implies for digital imaging operations.

SDL has investigated reciprocal disaster recovery (“DR”) plans with other printers, and the Company

has some capability with Fuji Xerox, however, in general, print capacity mismatches have meant

there are few possible solutions. SDL continues to explore DR options.



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The Company relies on several third party distributors to market and support its software products,

especially in international markets. There is no certainty that these arrangements will be successful

in meeting revenue expectations and SDL may be required to devote more time and funds to

support its existing international distribution structures.


Technology Innovation

SDL operates in both the old economy print/mail house business and the new economy document

management business. While there are many areas where printed mail is continuing to decline,

some elements (e.g. direct marketing) of print and mail remain reasonably resilient. Nevertheless,

SDL is continuing to innovate and develop its software offerings to ensure the Company is agnostic in

the communication channels it is able to offer its clients to communicate with their customers.

SDL has been progressively managing its portfolio of digital document software IP to ensure the

Company is capable of making this progressive transition towards the growing emphasis on digital

customer communications. This involves increasing internationalisation of SDL’s revenues, both

through software product development and acquisitions such as DTP, as well as the development of

channel partners to build distribution.


Share Trading Liquidity

The Directors are conscious that the Company’s shares trade infrequently and that this is likely to

result in higher than desired share price volatility and limited ability for investors to enter or exit a

holding. There are likely several factors behind this, but predominantly two main ones; the high

extent to which large blocks of SDL’s shares are held by parties who do not normally trade them,

reducing the effective free float, and the fact that SDL is listed on NZX’s secondary, NZAX, board.

There is no action the Company can take in respect of the first factor.

On the second factor, NZX has commenced a process to review and simplify its Listing Rules, and as

part of that is also looking to simplify its equity market structure and consolidate the NZAX and NXT

markets into a single NZSX Main Board. The NZX Listing Rule review is well advanced but is still

subject to FMA approval. Subject to timing of the approval of the new Rules, the window for the

Company to transition from NZAX to the main board should open in early 2019. With the caveat

that the Directors are yet to see and take advice on the updated Listing Rules, SDL intends to

transition to a NZSX Main Board listing as soon as practical in 2019 and then review liquidity to see if

further actions are warranted.


FY2019 Outlook

After a good result for FY2018, the Company is cautious for FY2019. The mail pricing actions by NZ

Post will inevitably mean volume and margin erosion in SDL’s print and mail house operations.

While there will be some offsetting volume switch into SDL’s digital revenues, the amount of dollar



14


margin achieved for a digital communication processed by SDL is significantly less than for a similar

print and mail communication.

Software revenues in the UK are continuing to increase and we expect this trend to continue in

FY2019. In Europe, Post Nord is expected to begin progressively utilising SDL’s technology, although

the rate of customer take up is uncertain at this stage and the FY2018 result benefitted from one-off

setup and customisation revenues for Post Nord. Furthermore, SDL has added additional support

and business development infrastructure in the UK and the market development cost subsidy

programme from NZTE expired at 30 June, meaning UK costs will show a sizeable net increase in

FY2019.

The acquisition of Scantech will make a positive addition to earnings and that business is currently

operating to expectations. However, the Scantech contribution will be partially offset by expected

losses from DTP in the US. DTP has a number of very significant customer opportunities, but even if

some of these are successfully closed, the lead times to fully implement and bring the customers on

board may mean that little benefit is gained in FY2019.

Lastly, the accounting rules around amortisation of acquisition intangibles mean that SDL will incur

an additional non-cash charge of around $0.205 million (after tax) per annum for the next four years.

The Directors have determined that the non-cash charge for amortisation related to acquired

intangibles will be ignored for the purposes of SDL’s dividend payout policy.

The combined effect of NZ Post price changes on margins, expiry of NZTE market development

contribution, intangibles amortisation and DTP losses are sufficiently large that it is only broadly

offset by the addition of Scantech earnings and Software & Technology growth in the UK and

Europe.

Consequently, SDL’s outlook for FY2019 is for a modest decline of around 5-10% in reported net

profit after tax. Note that this forecast includes the full year impact of amortising the intangible

assets that were acquired with Scantech and DTP and if these are excluded, then FY2019 earnings

are expected to show a low single digit percentage increase. The Company’s forecast does include

some moderate growth in new business assumptions and is subject to the usual risks that the print

and mail house market remain extremely competitive and in decline.


For further information, please contact:

John McMahon Nelson Siva

Chairman Director & Chief Executive Officer

+61-410-411 806 +64-21-415 027

---

Simplifying Business
Simplifying Business

Annual Report 2018

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ANNUAL

SHAREHOLDERS

MEETING

will be held at

10.30am

Wednesday 24 October 2018

in the

Jupiter Meeting Room

Solution Dynamics Limited

18 Canaveral Drive

Albany

Auckland

2018 KEY POINTS

Net Profit after Tax up 1.7% to

$1.33 million

l up 18.8% adjusted for impact of acquisitions

Dividend per share of 7.5 cents

(prior year 6.75 cents)

Revenue up 13.7% to $22.7 million

European revenue up 33.9% to


$4.0 million

EBITDA up 8.9% to $2.27 million

l up 17.2% adjusted for impact of acquisitions

Cash from operations flat at

$1.62 million

Net cash on hand down 6.0%


to $1.96 million

Two acquisitions late in the


financial year


Entered international Hybrid Mail

market and established presence


in USA

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CONTENTS

2018 Key Points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Management Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Statement of Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Consolidated Financial Statements for the Year Ended 30 June 2018

> Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

> Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

> Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

> Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

> Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

> Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Company Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50

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MANAGEMENT DISCUSSION AND ANALYSIS

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Solution Dynamics Limited

FY2018 Result Overview

Solution Dynamics Limited (“SDL” or “Company”) has produced an audited net profit after tax of $1 .332 million

for FY2018 (growth of 1 .7%) . This profit includes costs and losses from acquisitions made late in the financial

year, which acted as a significant drag on the Company’s profit . A like-for-like comparison (backing out the loss

effect from acquisitions) against the prior year saw pleasing growth in net profit after tax of 18 .8% . Highlights of

the result are:

• revenue growth of 13 .7% to $22 .7 million, with revenue from the UK and Europe up $1 .0 million or 33 .9%

to $4 .0 million

• EBITDA growth of 8 .9% to $2 .27 million (growth was 17 .1% to $2 .44 million excluding the effects of

acquisition costs and losses)

• net cash on hand at 30 June balance date was $1 .96 million

• the Directors have declared a final, fully imputed dividend of 3 .50 cents per share (FY2017: 3 .25 cents),

taking the total dividend for FY2017 to 7 .50 cents per share (FY2017: 6 .75 cents), an increase of 11 .1%

In late FY2018, SDL acquired Auckland-based Scantech (scanning and scanning/workflow software) and US-

based DigitalToPrint, Inc . (“DTP”), which provides of a globally distributed print and mail solution .

Business Overview

SDL operates in the Customer Communications market (essential mail, interactive marketing communications

and on-demand communications) . The Company’s products and services are represented by two revenue

streams:

• Services (itself separated into digital print & document handling services, outsourced services and

scanning); and

• Software & Technology .

Services includes digital print and mail house processing for mail items such as invoices, statements and

promotional material . These are then distributed through New Zealand Post’s (“NZ Post”) mail delivery system .

A number of the components included in this service, such as envelopes and postage, form part of outsourced

service revenues . This service differs from traditional printing in that each document printed is typically

personalised and unique . The revenue for Scantech is primarily included in Services (document handling

services), although consulting and software revenues that are related to Scantech’s software technology are

included in the Software & Technology revenue stream .

Software & Technology develops and markets SDL’s own software products related to a) multi-channel

marketing communications, which includes: a) digital asset management, communication templates and

campaign management, b) document archiving, c) document composition, d) desktop mail solutions, e)

scanning and scanning workflow, and f) international cross-border print-on-demand management software .

A range of further technology services are also offered relating to SDL’s own software and the management

of client data around the formatting, electronic output and archiving of customer communications . The US

business, DTP, acquired by SDL in May 2018 is wholly included in Software & Technology .

Despite the ongoing erosion of transactional mail volumes, the Directors believe that SDL’s key point of

difference is in offering integrated solutions incorporating both physical print and digital technology . Some

communications are better suited to print and will likely remain so for the foreseeable future . In other cases,

use of software technology such as DéjarMail (SDL’s desktop mail solution) can improve the handling efficiency,

management and cost of physical mail . The Company’s integrated range of print and software technologies

means it is able to offer a holistic and distribution channel/platform-agnostic approach to managing its

customers’ communications needs .

The Company operates from leased premises in Albany, Auckland .

Acquisitions

SDL made two acquisitions late in the financial year, Scantech in April 2018 and DTP in May 2018 .

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MANAGEMENT DISCUSSION AND ANALYSIS

Scantech is largely a “bolt-on” incremental transaction for the Company . SDL has offered scanning services

to its customers for some time and then subcontracted this work to Scantech and taken a small margin in the

process . Scantech has developed its own, in-house scanning workflow software, which means it is not reliant

on click-cost-based external software to manage its scanning . There are opportunities to sell Scantech’s

software in the UK and customer pilot projects are currently underway .

DTP is a riskier acquisition for SDL as it is currently unprofitable and is likely to remain so in the coming

financial year . In that sense, the purchase price for SDL is a combination of what has been paid (plus likely

vendor earn-out) plus the cost to fund near-term losses . However, DTP opens two new opportunities for SDL;

cross border printing and a toe-hold into the US market . Cross-border printing is where a company needs to

print and mail for offshore markets . Companies have two options here: either print-and-mail from their home

country (expensive with international mail rates) or print in foreign countries (cheaper, but problematic around

the logistics of managing a network of foreign printers, many of whom will have differing print composition

requirements) . DTP’s software and network of printer relationships enables cross border printing and SDL

was aware from discussions with existing UK customers that there was a market need for this functionality .

Stepping – carefully – into the US market is an opportunity, but one that will require additional sales and

technical support overhead over time . The Company is already bidding on a sizeable pipeline of work and the

scale of potential revenue from individual opportunities is large, although we are under no illusions about the

difficulty of succeeding in this market . Our initial observation is that the switch to electronic in the US, while

underway, appears much slower and at a far earlier stage than in New Zealand .

Both acquisitions are structured with cash upfront payments and subsequent vendor earn-outs for reaching

profit targets . Note that accounting rules now require intangibles to be allocated to items such as intellectual

property and the value of customer contracts, rather than goodwill . Unlike goodwill, which remains on the

balance sheet subject to annual impairment testing, the intangibles must be written off by amortisation

through the Income Statement . SDL is opting to write down acquired intangibles over a relatively short four

to five year period . This means the Company will incur a non-cash, amortisation charge against profit of

around $0 .23 million each year for the next four years . Furthermore, a portion (relating to customer contracts

and some of the acquired software) of this charge is not tax deductible . For the purposes of calculating the

dividend, the Directors have determined that acquisition-related amortisation will be added back to net profit

after tax before determining the dividend .

Description and Review of Revenue Streams

SDL Services

SDL Services predominantly provides mail house operations to high-volume postal mail users, mainly those in

the business-to-consumer sector . DéjarMail has expanded the market for SDL’s print and post service down to

the SME (small to medium enterprise) sector although the Company does not sell directly to SMEs but reaches

this market through channel partners .

SDL Services operates leased, high-speed digital colour and monochrome printers . In addition to digital

printing, Services also provides the usual ancillary document handling operations such as automated envelope

inserting and flowrap .

Services revenue also includes a variety of outsourced functions or components such as postage, offset

printing, freight, paper and envelopes . The Company has an access agreement with NZ Post which provides

bulk mail discounts off NZ Post’s retail rates, subject to SDL meeting minimum volumes requirements over a

twelve month period . SDL continues to exceed NZ Post’s minimum volumes under this agreement . The profit

margins on many of these outsourced components, especially postage, are slim .

With general mail volumes continuing to decline, SDL’s FY2018 mail lodgement volumes fell 8 .6% although

the Company’s digital print volumes rose 7 .6% as a result of new business wins offsetting declining volumes

from existing clients . The differing growth outcome for mail lodgement versus print volumes is accounted for

by two effects . The first is that not all SDL’s digital print volumes are related to mail, and secondly, changes

in the average number of printed sheets of paper per mail item means that print and mail volumes are not

one-to-one correlated . Note that part of the decline in physical mail volumes is offset by an increase in email

volumes processed by SDL; these rose by just over 30% during FY2018 . SDL has continued to increase its

market share of declining mail volumes albeit at a lower rate of gain than in prior years . Note that the growth in

Outsourced Services revenue in the following table is a combination of both very low margin postage and the

outsourced printing for DéjarMail volumes in the UK .

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Solution Dynamics Limited

Déjar is a digital archival system that provides

the ability to efficiently store and retrieve

electronic documents created from most

formatting tools . Déjar allows users to exactly

reproduce the original document and access

these via a browser over the local network or

via the Internet . The reproduced document

can be printed, faxed or emailed and Déjar’s

security and history features ensure every

document created and subsequent access event

is recorded by User ID and date/time stamp .

Composer is SDL’s electronic document

creation software . It is flexible and allows

customised documents to be built on the fly,

based on information retrieved from databases .

Based on templates it automatically creates

templates, documents and letters with dynamic,

customised content, formatted to each

customer’s requirements . Composer allows

companies to easily standardise corporate

documentation formats for all users, including

regional and legal variations . Templates,

documents, emails, letters and newsletters

created by Composer are automated, ready to

archive, print, publish online, or electronically

distribute to customers in one step .

SDL Services Revenue Breakdown Percentage

(all figures $000) FY2018 FY2017 Change

Digital Printing and Document Handling 6,773 6,712 0 .9%

Outsourced Services 9,907 8,213 20 .6%

Total Services Revenue 16,680 14,925 11.8%


Growth in digital printing was largely the result of adding new business and several non-mailing digital print

clients . Last year’s result commentary noted one of the Company’s major customers had rationalised its print

output during FY2017, and SDL’s FY2018 saw the full annualised effect of that change .

The Directors remain cautious about acquisitions and will only proceed on the basis that any transaction is

expected to be value adding for shareholders, and with manageable financial and operational risk profiles .

While SDL’s net cash position provides financial capacity for further acquisitions, the Company is conscious of

first ensuring the two recent acquisitions are well integrated and adding value .

SDL Software & Technology

Digital tools and the ensuing digital transformation mean communication channels and the customer

engagement model in most businesses has needed to adapt and become nimble and personalised .

Organisations increasingly need to employ more “pull” marketing tactics, drawing people in to their brands

with interesting, informative and engaging content . Communication channels are no longer “one size fits all”;

customers should receive messaging through an omni-channel or multi-media approach . SDL treats every

form of communication – whether a customer email, an invoice or account statement, or a piece of marketing

collateral – as a means to enrich and deepen the personalised relationships that our customers have with their

customers .

The Company’s history in mailhouse and fulfilment means we fully understand the importance of data accuracy,

timely delivery, and cost efficiency . The ongoing investment in software and technology demonstrates the SDL’s

commitment to making the most of the digital transformation opportunities available to our clients .

SDL Software has developed four software engines that are used as required to develop customer solutions .

The acquisition of DTP in late FY2018 added further software capability with that company’s Jupiter product

and the Scantech acquisition has added scanning workflow software:

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Software & Technology revenue is earned from three sources .

SaaS (Software as a Service) is an alternative to the traditional, now largely defunct, licensing of software .

Under SaaS, rather than pay an upfront fee, customers opt to run SDL’s software on a pay-as-you-go model,

typically by way of a per-document or per-electronic transaction charge . Under this model, SDL will usually

host the software (using third party hosting infrastructure, such as Amazon Web Services) and related data on

behalf of the client . While SDL forgoes the benefit of any large up-front licence revenue, the SaaS approach

does build an annuity revenue base that then generates value over a longer term . The trend in recent years has

been for customers to prefer SaaS rather than acquiring a software licence, to the point where the Company no

longer expects to sell licences .

Secondly, the company offers bespoke software development services where this is related to a customer

using SDL’s software . An example is a customer requiring a front end, web-based access portal to allow its

clients to access the underlying data being stored or managed by SDL’s software .

Bremy is an integrated, multi-channel publishing

and distribution solution for businesses across

a broad spectrum of industries . It manages

the work flow of digital assets, from document

creation and revision, to final email or print-

ready files and distribution through multiple

channels, including print, email, web, digital

signage and mobile . It helps streamline and

provides integrity to document proofing and

integrates with data sources to produce

complex documents such as online or physical

catalogues . It also has a Campaign Manager

module to assist companies in creating and

managing specific advertising programmes .

DéjarMail is a web browser-based desktop mail

management solution which allows customers

to route mail correspondence, by file transfer

or web browser portal (Post On Demand), to

SDL or any other service provider for printing

and delivery via post or any other medium . This

delivers costs savings for smaller businesses

and for larger companies’ ad hoc mail .

Jupiter, acquired as part of the DTP acquisition,

is a global print and mail solution that benefits

Postal Administrations, senders and recipients,

all via a “Managed Print and Mail Solution” .

Jupiter provides a technology platform which

links together customer communication origin

points such as ERP, transactional and marketing

output with production and fulfilment on a

globally distributed basis . Closely integrated with

over 300 service providers globally, customers

can use a highly flexible web service API to

achieve simultaneous concurrent fulfilment

across five continents, all while retaining visibility

and control of the process via an intuitive and

mobile friendly, web portal .

The scope for integration of the SDL product set

with Jupiter’s global fulfilment network opens the

door to expansion of the markets that the range

of SDL solutions can apply to .

Scantech Software; Scantech’s suite of

software solutions include scanning applications

to digitise physical documents, automated

extraction of data from documents (both

physical and digital) including workflows for the

processing of this data and the automation of

business processes such as accounts payable

and accounts receivable . These are also

integrated into SDL products, such as Déjar for

archival and retrieval .

Jupiter

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Solution Dynamics Limited

The third is the provision of programming, consulting, business analysis and design services that help clients to

manage essential and marketing communications both by mail and electronic transfer .

Software encompasses all international software revenue and all revenue from all of our software products and

services . It also includes Déjar revenue in New Zealand for digital document archival and management for SDL

Services’ customers . Note that a significant part of the revenue from DéjarMail is generated in SDL Services

from the printing and postage component of the service .

In addition to New Zealand and Australia, both Déjar and Composer are sold internationally, mainly in the

UK and Europe . Bremy is predominantly a New Zealand product, with several Australian and UK customers

and the Company sees potential for ongoing and potentially strong growth in the UK, albeit from a low base .

DéjarMail is continuing to see solid growth in the UK and given the early-stage client base in that region we

expect this will be a secular growth trend that will run for a number of years . The roll out of Bremy to UK dental

practices commenced during FY2017, although there was a period of additional development required, which

constrained growth during the year . We continue to expect growth from Bremy, although as with DéjarMail, the

speed of the take-up rate and eventual penetration levels is difficult to assess .

SDL sees a general trend for organisations to internally generate and self-store PDF files; this is likely to reduce

demand for the Company’s Déjar archival product over time .

In the UK, SDL has added additional sales and support personnel, as well as staff in Europe during FY2017 and

incurred the full annualised impact on profitability from these costs during FY2018 . Additional UK-based sales

staff are currently being added .

Software & Technology generated revenue of $6 .05 million in FY2018, an increase of 19 .5% on the prior

year’s revenue of $5 .07 million (and an acceleration of growth from 13 .9% the prior year), largely the result

of DéjarMail growth in the UK . There were no large, one-off licence revenues achieved, with some software

development work undertaken and SaaS revenues continuing to build . Scandinavian postal operator, Post

Nord’s digital solutions arm, Stralfors, was added as a new customer in the second half, generating FY2018

revenue from setup and implementation, plus some software customisation .

Financial Performance

Revenue growth in FY2018 was generated by both Software and Technology, and Outsourced Services, both

of which grew around 20% year-on-year, while Digital Imaging and Document Handling remained largely flat .

Outsourced Services revenue gains are predominantly the effect of printing for DéjarMail volumes in the UK .

Postage margins remain very low and this is unlikely to change as the wholesale rates and hence margin that

New Zealand Post is able to offer is regulated by the Postal Network Access Committee, although changes to

NZ Post’s rebate requirements will negatively affect FY2019 margins .

Summary Financial Performance Percentage

(all figures $000) FY2018 FY2017 Change

Total Revenue 22,732 19,991 13 .7%

Less: Cost of Goods Sold 14,315 12,274 16 .6%

Gross Margin 8,417 7,717 9.1%

Gross Margin (%) 37 .0% 38 .6%

Less: Selling, General & Admin 6,144 5,630 9 .1%

EBITDA 2,273 2,087 8.9%

EBITDA margin (%) 10 .0% 10 .4%

Depreciation 208 208 n .m .

Amortisation 161 78 n .m .

EBIT 1,904 1,801 5.7%

Net Interest (5) (1) n .m .

Income Tax 577 492 17 .3% .

Net Profit after Tax 1,332 1,310 1.7%

Tax rate 30 .2% 27 .3%

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

FY2018 earnings were reduced by the Company’s decision to make two acquisitions: Scantech, and DTP . The

following table highlights the main costs involved from the acquisitions and provides a like-for-like comparison

to SDL’s results in the absence of these acquisitions .

Adjusted Financial Performance

(all figures $000) FY2018 FY2017 Change

Reported Net Profit After Taxation 1,332 1,310 1 .7%

Acquisition-related costs (net of any tax):

Acquisition costs (e .g . legal, due diligence) 118

Post-purchase trading losses (ex-amortisation) 58

Amortisation (of acquired intangibles) 49

SDL like-for-like profit 1,557 1,310 18.8%

Earnings per Share like-for-like basis (cents) 10 .69 9 .32 14 .7%

Dividend per Share (cents) 7 .50 6 .75 11 .1%

Dividend Payout ratio like-for-like basis 70 .1% 72 .4%

The effect of the acquisition drag on SDL’s profitability was compounded by the fact that DTP losses are

quarantined in a US entity for tax purposes and thus not available to be offset against profits in other areas of

SDL . Also, amortisation of acquired intangibles (other than a portion of the software) is not deductible for tax

purposes . These factors pushed up the Company’s headline tax rate to 30 .2% for the year and 32 .2% in 2H

(these factors will continue in FY2019) .

The second half remains the seasonally the quieter half of the year, especially in New Zealand, although

growth in software (and directly associated Outsourced Services) revenue is now beginning to produce a more

balanced profit split .

The FY2018 result includes a pre-tax benefit of $0 .23 million from the Company’s market development

agreement with NZ Trade and Enterprise (“NZTE”) . This agreement expired in June 2018 . SDL intends

applying for further NZTE market development support for its US expansion efforts through DTP, however, this

application is not able to be made prior to January 2019 and there is no certainty the Company’s application

will be successful .

The change in mix of revenue towards a greater component of low margin, outsourced services is causing

SDL’s percentage Gross Margin to compress, although the dollar Gross Margin is continuing to grow . This

trend is likely to persist as DéjarMail’s offshore revenue grows at a faster rate than the rest of the Company’s

business . Nevertheless, despite the percentage Gross Margin compression, SDL’s ongoing focus on cost

control saw the Company’s EBITDA margin decline only slightly, to 10 .0% . Part of the reduction is the

deliberate and ongoing addition to sales and support staff in offshore markets, particularly the UK, and during

FY2019 probably also in the US .

The following table highlights first and second half performance for the last two financial years . Note that

2H FY2018 EBITDA contains approximately $0 .15 million of costs and operating losses related to the two

acquisitions made late in FY2018 (the positive EBITDA generated by Scantech was well outweighed by the

EBITDA loss from DTP) .

SDL Half Financial Years

(all figures $000) 2H 2H Percent 1H 1H Percent

FY2018 FY2017 Change FY2018 FY2017 Change

Total Revenue 11,440 9,804 16 .7% 11,292 10,187 10 .8%

EBITDA 949 1,009 -5 .9% 1,324 1,078 22 .8%

EBITDA margin 8 .3% 10 .3% 11 .7% 10 .6%


Tax rate 32 .2% 29 .9% 28 .9% 24 .9%

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Solution Dynamics Limited

Balance Sheet, Liquidity and Debt

Capital expenditure in FY2018 was $0 .188 million, a drop of around 9% on the prior year ($0 .206 million) . The

capex spend mainly related to IT equipment, a specialised booklet-making piece of print finishing equipment

for which we see strong customer demand, and upgrading SDL’s accounting and print job management

systems .

The Company’s net cash (i .e . cash net of interest bearing debt) position declined marginally, by $0 .12 million

or 6 .0%, to $1 .96 million, with the reduction a result of SDL investing $0 .712 million in acquiring Scantech and

DTP . Further payments for these two acquisitions are likely in FY2019 under vendor earnout arrangements .

At balance date the Company’s sole remaining bank facility was an unused overdraft arrangement from ANZ

Bank with a $200,000 limit .

Selected Balance Sheet and Cashflow Figures

(all figures $000) FY2018 FY2017 Change

Net Bank Cash/(Debt & Borrowings) 1,956 2,080 (124)

Non-Current Assets 2,871 2,008 863

Net Other Liabilities (816) (569) (247)

Net Assets 4,011 3,519 492

Cashflow from Trading 1,677 1,599 78

Movement in Working Capital (55) 82 (137)

Cash Inflow from Operations 1,622 1,681 (59)

Cash dividends paid 1,039 808 231


Net Assets includes goodwill related to the original purchases of the software products Déjar and Bremy .

Bremy accounts for around three quarters of the $1 .06 million carrying value of goodwill . An impairment test is

conducted against the carrying value of these assets each year and the Directors believe the current value of

these products remains comfortably in excess of their carrying values .

The acquisitions of Scantech and DTP have resulted in additional intangible assets of $1 .047 million, mainly

related to the value of software IP plus customer contracts these companies have in place . Unlike goodwill,

these intangibles are required to be amortised under accounting rules and the directors have determined they

should be written off over periods of four to five years depending on the type of intangible asset . This will mean

an additional, non-cash, amortisation charge of around $0 .23 million to the Income Statement for the next four

years .

While SDL’s balance sheet shows a positive net-cash position, the Company is also carrying leases on its

premises and much of its printing and document handling equipment . The annual cost of rentals and leases

was $0 .72 million in FY2018 ($0 .69 million in FY2017) and represents off balance sheet leverage . We note

that in FY2020 the accounting standards relating to leases will change . Finance leases will be capitalised and

shown as a debt liability, increasing the amount of debt on the balance sheet, as well as altering the Income

Statement by mandating that part of the lease payment be accounted for as a financing (i .e . interest cost)

charge .

Excluding the net cash balance from SDL’s working capital, the Company currently operates with a slightly

negative working capital balance . The Company adopts a positive view to this aspect of its balance sheet .

It means SDL can generally continue to grow revenue without particular requirement to fund any additional

working capital needs . Note that SDL’s Other Current Liabilities figure included $0 .335 million as a provision

for the earnout liability in relation to Scantech and DTP . To the extent that the actual earnout varies from this

provision, the difference will affect the FY2019 Income Statement (and will be disclosed a separate item) .

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MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Taxation and Dividends

Aside from minor timing issues and non-deductible expenses, the Company pays full New Zealand tax on

locally generated earnings . SDL completely utilised its remaining UK tax losses during the year and is now

paying UK tax . The recently acquired DTP business in the US is currently making losses . These are effectively

ring fenced within the US and SDL is not able to group them to offset other profits . Until the Company is able

to improve trading performance of DTP it will therefore show an abnormally high tax rate although this position

will reverse if SDL is able to return DTP to profitability and utilise any US tax losses that are then available (note

that the losses may possibly be recognised earlier for accounting purposes, but this will not affect the cash tax

position) . Further, a portion (relating to customer contracts and some of the acquired software) of amortisation

of acquired intangibles is not tax deductible and this will also bias the reported tax rate upwards until these are

fully written down .

SDL only intends to pay dividends to the extent that it can fully impute them and also subject to SDL not

experiencing any one-off requirements for abnormal capital expenditure or any significant acquisition activity .

Percentage

Earnings and Dividends per Share FY2018 FY2017 Change

Shares on Issue (‘000) 14,560 14,059 3 .6%

Earnings per Share (cents) 9 .15 9 .32 -1 .8%

Adjusted Earnings per Share (cents) (a) 10 .69 9 .32 14 .7%

Dividend per Share (cents) 7 .50 6 .75 11 .1%

Dividend Proportion Imputed 100 .0% 100 .0%

Dividend Payout ratio 82 .0% 72 .4%

Dividend Payout ratio on Adjusted EPS 70 .1%


(a) Adjusted earnings per share is a non-GAAP accounting measure that is calculated by adding back the costs and losses relating to SDL’s two

recent acquisitions. It is provided to provide investors with a more meaningful like-for-like comparison against the prior year earnings per share.

Shares on issue rose slightly (+3 .6%) over FY2018, entirely the result of SDL staff exercising Employee Share

Option Programme (“ESOP”) options that were issued in 2014 . The bulk of ESOP options have been exercised

with only 80,000 options now outstanding under this programme .

Operational Performance

The industry-wide decline in general mail volume is continuing and anecdotal industry comments suggest that

the rate of decline increased in FY2018 . SDL’s mail volumes dropped 8 .6%, partly cushioned by some new

business gain . The Company’s digital print volumes increased 7 .6% on last year . SDL’s print equipment has

significant capacity, particularly from a high-speed, continuous printer under the DMS agreement with FXNZ .

The Company has progressively transitioning a greater proportion of its print jobs from cut sheet printers onto

the continuous printer as this provides efficiency benefits . Any material growth in continuous print volume

under the DMS agreement would likely require a modest increase in the level of production staff and possibly

some additional document handling equipment .

New Zealand Postal Market

The domestic postal services market continues to evolve, and changes in 2018 are not positive for physical

mail volumes . Previously, in July 2015, NZ Post commenced the process of reducing the number of delivery

days per week for standard letter mail in major towns and cities to three days, although it is continuing to

provide six-day-per-week delivery for premium mail . Earlier in 2018, NZ Post announced a substantial increase

in the price of mail that took effect from 1 July 2018 . The price of a standard letter increased by 20 cents from

$1 .00 to $1 .20, and bulk mail prices also increased along with tighter conditions to achieve bulk pricing .

There are examples of one-off sizeable mail price increases overseas, including Australia, in recent years . The

experience has tended to result in a one-off step down in mail volumes, subsequently followed by ongoing

volume erosion then continuing from the lower base . SDL has no reason to assume anything other than a

similar experience is likely in New Zealand, with the main uncertainty around how quickly the Company’s

customers react and begin the push to digitise more of their communications .

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These price changes by NZ Post may create opportunities for SDL as it may force some customers to

accelerate moves towards greater use of digital communications solutions . The Company tracks how its major

customers utilise print versus electronic delivery for transactional mail . FY2018 has already seen a pick-up in

the rate at which customers are switching to digital and we expect a further, probably significant, step up in

that rate during FY2019 . SDL is well positioned to capitalise on this, given its breadth of technology offerings

with solutions for digitally communicating with and servicing customers (these can also deliver significant

communications and document creation cost savings) .

Nevertheless, if the Company’s customers opt in FY2019 to more rapidly switch towards greater electronic

communications, SDL will inevitably suffer margin loss from lower utilisation of its printing assets and any

revenue and margin gained from SDL Software & Technology will not be sufficient to offset this decline .

Risk Factors

The physical mail market will continue to decline in volume with the probability of a one-off more sizeable

decline in FY2019 resulting from recent NZ Post price increases . This has several industry-wide implications .

First, excess printing capacity in the mail house physical print sector, already a problem, will inevitably

worsen . Secondly, increased competition for lower volumes may spill over into pricing and margin pressure .

The risk is partly mitigated by SDL’s ability to add value through its technology offerings although excessive

price discounting of printing services would affect profitability across the entire industry and SDL would

not be immune to this threat . Additionally, pressure on marginal print operators is likely to cause industry

rationalisation, although SDL may benefit from being able to acquire distressed print volumes (without buying

the associated print assets) .

SDL’s top five customers provided 40% of the Company’s revenue in FY2018 with the largest customer

accounting for 12% of revenue . Loss of one or more of those customers could cause financial results to differ

materially from those outlined in the FY2019 Outlook section below . This risk is partly mitigated by having a

number of these clients under contract, as well as the offset of expecting revenue growth outside these clients,

particularly from DéjarMail .

The Company’s software provides critical document management and storage functions for its clients . SDL

needs to ensure it continues to maintain adequate levels of software quality control . SDL also regards IT and

data security as a potential risk area and regularly reviews its IT and data security arrangements .

The Company operates a single site facility, albeit with an offsite for data and server backup . The Directors

are conscious of the operational risk a single site implies for digital imaging operations . SDL has investigated

reciprocal disaster recovery (“DR”) plans with other printers, and the Company has some capability with Fuji

Xerox, however, in general, print capacity mismatches have meant there are few possible solutions . SDL

continues to explore DR options .

The Company relies on several third party distributors to market and support its software products, especially

in international markets . There is no certainty that these arrangements will be successful in meeting revenue

expectations and SDL may be required to devote more time and funds to support its existing international

distribution structures .

Technology Innovation

SDL operates in both the old economy print/mail house business and the new economy document

management business . While there are many areas where printed mail is continuing to decline, some elements

(e .g . direct marketing) of print and mail remain reasonably resilient . Nevertheless, SDL is continuing to innovate

and develop its software offerings to ensure the Company is agnostic in the communication channels it is able

to offer its clients to communicate with their customers .

SDL has been progressively managing its portfolio of digital document software IP to ensure the Company

is capable of making this progressive transition towards the growing emphasis on digital customer

communications . This involves increasing internationalisation of SDL’s revenues, both through software

product development and acquisitions such as DTP, as well as the development of channel partners to build

distribution .

MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

Solution Dynamics Limited

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Share Trading Liquidity

The Directors are conscious that the Company’s shares trade infrequently and that this is likely to result in

higher than desired share price volatility and limited ability for investors to enter or exit a holding . There are

likely several factors behind this, but predominantly two main ones; the high extent to which large blocks of

SDL’s shares are held by parties who do not normally trade them, reducing the effective free float, and the fact

that SDL is listed on NZX’s secondary, NZAX, board . There is no action the Company can take in respect of the

first factor .

On the second factor, NZX has commenced a process to review and simplify its Listing Rules, and as part of

that is also looking to simplify its equity market structure and consolidate the NZAX and NXT markets into a

single NZSX Main Board . The NZX Listing Rule review is well advanced but is still subject to FMA approval .

Subject to timing of the approval of the new Rules, the window for the Company to transition from NZAX to the

main board should open in early 2019 . With the caveat that the Directors are yet to see and take advice on the

updated Listing Rules, SDL intends to transition to a NZSX Main Board listing as soon as practical in 2019 and

then review liquidity to see if further actions are warranted .

FY2019 Outlook

After a good result for FY2018, the Company is cautious for FY2019 . The mail pricing actions by NZ Post

will inevitably mean volume and margin erosion in SDL’s print and mail house operations . While there will be

some offsetting volume switch into SDL’s digital revenues, the amount of dollar margin achieved for a digital

communication processed by SDL is significantly less than for a similar print and mail communication .

Software revenues in the UK are continuing to increase and we expect this trend to continue in FY2019 . In

Europe, Post Nord is expected to begin progressively utilising SDL’s technology, although the rate of customer

take up is uncertain at this stage and the FY2018 result benefitted from one-off setup and customisation

revenues for Post Nord . Furthermore, SDL has added additional support and business development

infrastructure in the UK and the market development cost subsidy programme from NZTE expired at 30 June,

meaning UK costs will show a sizeable net increase in FY2019 .

The acquisition of Scantech will make a positive addition to earnings and that business is currently operating

to expectations . However, the Scantech contribution will be partially offset by expected losses from DTP in the

US . DTP has a number of very significant customer opportunities, but even if some of these are successfully

closed, the lead times to fully implement and bring the customers on board may mean that little benefit is

gained in FY2019 .

Lastly, the accounting rules around amortisation of acquisition intangibles mean that SDL will incur an

additional non-cash charge of around $0 .205 million (after tax) per annum for the next four years . The Directors

have determined that the non-cash charge for amortisation related to acquired intangibles will be ignored for

the purposes of SDL’s dividend payout policy .

The combined effect of NZ Post price changes on margins, expiry of NZTE market development contribution,

intangibles amortisation and DTP losses are sufficiently large that it is only broadly offset by the addition of

Scantech earnings and Software & Technology growth in the UK and Europe .

Consequently, SDL’s outlook for FY2019 is for a modest decline of around 5-10% in reported net profit

after tax . Note that this forecast includes the full year impact of amortising the intangible assets that were

acquired with Scantech and DTP and if these are excluded, then the FY2019 earnings are expected to show

a low single digit percentage increase . The Company’s forecast does include some moderate growth in new

business assumptions and is subject to the usual risks that the print and mail house market remain extremely

competitive and in decline .

Yours sincerely

John McMahon Nelson Siva

Director (Chairman) Director (CEO)

MANAGEMENT DISCUSSION AND ANALYSIS CONTINUED

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STATEMENT OF CORPORATE GOVERNANCE

The corporate governance processes set out in this statement do not materially differ from the principles set

out in the New Zealand Stock Exchange Corporate Governance Best Practice Code issued on May 2017 .

Financial Statements

It is the Directors’ responsibility to ensure preparation of consolidated financial statements that present

fairly the financial position of the Group as at the end of the financial year and the results of operations and

cash flows for the year . The external auditors are responsible for expressing an independent opinion on the

consolidated financial statements .

The consolidated financial statements set out in this report have been prepared by management in accordance

with generally accepted accounting practice in New Zealand . They are based on appropriate accounting

policies which have been consistently applied and which are supported by reasonable judgements and

estimates .

After reviewing internal management financial reports and budgets the Directors believe that the Group will

continue to be a going concern in the foreseeable future . For this reason they continue to adopt the going

concern basis in preparing the consolidated financial statements .

Board of Directors

The Group’s constitution requires a minimum of three Directors, of whom two must be ordinarily resident in

New Zealand . The maximum number of Directors is seven .

At least one third of Directors shall retire from office each year at the annual general meeting but shall be

eligible for re-election . The retiring Directors must be those Directors who have been longest serving since they

were last elected .

Directors who are appointed by the Board rather than by ordinary resolution by shareholders must retire at the

next annual general meeting but will be eligible for re-election .

The Board currently comprises four Directors, being a non-executive chairman, two non-executive Directors

and the Chief Executive .

The Directors have a wide range of skills and expertise that they use to the benefit of the Group .

The primary responsibilities of the Board include:

• to establish the vision of the Group

• to establish the long-term goals and strategies of the Group

• to approve annual and half-year financial reports

• to approve annual budgets

• to approve corporate policies

• to ensure the Group has good internal controls and keeps adequate records

• to ensure legislative compliance

• to monitor executive management

• to ensure appropriate communication to stakeholders

Board procedures are governed by the Constitution .

Conflicts of Interest and Related Parties

All Directors must disclose any general and specific interests that could be in conflict with their obligations to

the Group . Transactions with related parties and balances outstanding relating to the year ended 30 June 2018

are disclosed in Note 12 of the Notes to the Consolidated Financial Statements .

Risk Management

The Board is responsible for the Group’s system of internal controls . The Board monitors the operational and

financial aspects of the Group and considers recommendations from external auditors and advisors on the

risks that the Group faces .

Solution Dynamics Limited

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STATEMENT OF CORPORATE GOVERNANCE

The Board ensures that recommendations made are assessed and appropriate action is taken where

necessary to ensure risks are managed appropriately .

Internal Controls

It is the responsibility of the Directors to ensure adequate accounting records are kept . Directors are also

responsible for the Group’s system of internal financial controls .

Internal financial controls have been implemented to minimize the possibility of material misstatement . They

can provide only reasonable assurance and not absolute assurance against material misstatements or loss .

No major breakdowns of internal controls were identified during the year .

Committees

The Board operates no committees .

Audit Committee

The Board does not have an audit committee . The entire Board carries out reviews of the half-yearly and annual

financial reports .

Attendance at meetings

During the period 1 July 2017 to 30 June 2018 attendance at meetings was:

Board Meetings Board Meetings

Held Attended

John McMahon (Chairman) 11 11

Julian Beavis 11 11

Nelson Siva (CEO) 11 11

Elmar Toime 11 11

Directors’ Remuneration

Directors’ remuneration during the year is disclosed in Note 29 of the Notes to the Consolidated Financial

Statements .

Executives’ Remuneration

Executives’ remuneration greater than $100,000 per annum received in their capacity as employees during the

year is disclosed in Note 22 of the Notes to the Consolidated Financial Statements .

Entries in the Interests Register

In addition to the interests and related party transactions disclosures in Note 12 of the Notes to the

Consolidated Financial Statements, there were no interests disclosed to the Board during the year .

Directors’ Share Dealings and Shareholding

Directors’ disclose the following relevant interests in shares in the Group at 30 June 2018 and transactions in

relevant interests in shares during the financial year ended 30 June 2018 .

Shareholder Balance 30 June 2017 Additions Disposals Balance 30 June 2018

John McMahon 1,504,801 - - 1,504,801

Nelson Siva 830,000 140,000 - 970,000

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Grant Thornton New Zealand

Audit Partnership



L4, Grant Thornton House


152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570


F +64 9 309 4892

www.grantthornton.co.nz






Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report


Grant Thornton New Zealand

Audit Partnership



L4, Grant Thornton House


152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570


F +64 9 309 4892

www.grantthornton.co.nz






Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report


Grant Thornton New Zealand

Audit Partnership



L4, Grant Thornton House


152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570


F +64 9 309 4892

www.grantthornton.co.nz






Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report


Grant Thornton New Zealand

Audit Partnership


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

F +64 9 309 4892

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report


To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx

to yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement

of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,

the financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its

financial performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards Board .

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board . 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 are independent of the Group in accordance with Professional and Ethical Standard

1 (Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these requirements .

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion .

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice . The firm has no other interests in the Group .

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements of the current period . These matters were addressed in the context of

our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters .

|
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KEY AUDIT MATTER

OUR PROCEDURES TO ADDRESS

THE KEY AUDIT MATTER

Carrying Value of Goodwill

The Group has significant goodwill of $1,061,000 of

which $938,000 derives from historical acquisitions

of businesses controlled by Dejar Holdings Ltd and

Bremy Ltd . We considered the goodwill relating to these

business acquisitions to be a key audit matter . Goodwill

is allocated across its software cash generating units .

Any risk of downturn in the macroeconomic environment

could result in an indicator of impairment in goodwill .

The inherent uncertainty involved in forecasting

and discounting future cash flows is one of the key

judgement areas that the audit is concentrated on . The

uncertainty is affected by a number of factors including

general market trends, the number of new customs for

the technology solutions, expectation of future growth in

demand for the software solutions, which form the basis

for the assessment of recoverability .

Goodwill additions of $123,000 during the year arose

from two new business acquisitions . Note 19 and note

33 provides disclosures on the business combinations .

In this area our audit procedures included assessment of

forecast and budgeting procedures as a basis for value

in use calculations . We also compared management’s

historical budget to actual performance and future

projections compared to prior year actual and testing

reasonableness of forecasting assumptions . In addition,

we performed our own assessments in relation to key

inputs such as projected revenue growth, cost and

overhead inflation and discount rates . We have used our

own valuation specialist to evaluate the reasonableness

of the assumptions and methodologies adopted

including discount rates used by the Group . We also

assessed whether the Group’s disclosures about the

value in use calculation including sensitivity in key

assumptions reflected the risks inherent in the valuation

of goodwill .

For newly acquired goodwill refer to the key audit matter

on Business Combinations .

Accuracy of revenue

The Group has revenue of approximately $23m

principally comprising sale of goods and rendering of

services under contract . The principal risk associated

with revenue associated with its commercial operations,

relates to its recognition and recoverability . There are a

number of factors that could affect this amount .

• Delivery may not have occurred before year end

which would allow the goods to be recorded as a

sale in line with the revenue recognition policy .

• Revenues recognised from contracts may not

be appropriate with reference to the stage of

completion . Stages of completion may include

estimates and judgements that impact the amount

of revenue recognised .

In this area our audit procedures included evaluating

the Group’s recognition of revenue by assessing the

procedures and controls that the Group has in place

and that appropriate revenue recognition policies have

been applied . In relation to sales cut-off, we performed

detailed substantive testing on sales recognised or

adjusted either side of year end to substantiate that the

appropriate terms of the relevant contracts had been

satisfied . Our audit work included assessing the stage

of completion of any significant projects including the

delivery of the goods to ensure that the risks and rewards

associated with the contract had been passed to the

customer, including obtaining evidence of post year end

cash which provided evidence as to validity of debtors at

the year end .

Business Combinations

- valuation of investments in new businesses

During the reporting year 30 June 2018 the Group

acquired two new businesses, Scantech Limited and

DigitalToPrint Inc . Net assets acquired of $1 .0m

and other disclosures can be seen in Note 33 . We

considered the measurement, recognition and

disclosure of these business acquisitions to be a key

audit matter .

The procedures we performed to conclude on the

business combinations included:

Understanding the sale and purchase agreements for

each acquisition, critically assessing the approach and

assumptions used to identify and value all the intangible

assets present in these business combinations as well

as the other tangible assets . We evaluated and tested

the Directors estimates and judgements surrounding

contingent consideration elements arising from future

expected payments ‘earn-out’ to vendors based upon

achieving specific sales targets over the following

12 month period from the acquisition date . We also

assessed a range of possible outcomes and challenged

assumptions made by Directors and whether there

are indicators of impairment in respect of any of these

investments .

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Chartered Accountants

Member of Grant Thornton International Ltd




An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates, as well as evaluating the overall presentation of the

consolidated financial statements.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it

controlled in the area of taxation advice. The firm has no other interest in Solution

Dynamics Limited and the entities it controlled.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion.

Opinion

In our opinion, the accompanying consolidated financial statements on pages 15 to 45

present fairly, in all material respects, the financial position of Solution Dynamics Limited

and the entities it controlled as at 30 June 2016 and their financial performance and cash

flows for the year then ended in accordance with New Zealand Equivalents to International

Financial Reporting Standards.


Restriction on use of our report

This report is made solely to the Company’s shareholders, as a body. Our audit work has

been undertaken so that we might state to the Company’s shareholders, as a body 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 opinion we have formed.


Grant Thornton New Zealand Audit Partnership

Auckland, New Zealand

19 September 2016

Grant Thornton New Zealand

Audit Partnership



L4, Grant Thornton House


152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570


F +64 9 309 4892

www.grantthornton.co.nz






Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report


Other Information

The directors are responsible for all other information included in the Group’s Annual Report . The other

information comprises the management discussion and analysis and the statement of corporate governance

included in the annual report, but does not include the financial statements and our auditor’s report thereon .

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of audit opinion or assurance conclusion thereon .

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated . If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact . We have nothing to report in this regard .

Directors’ responsibilities for the consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International Financial

Reporting Standards issued by the New Zealand Accounting Standards Board, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or error .

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for

assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to liquidate the

Group or to cease operations, or have no realistic alternative but to do so .

Auditor’s responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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) 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 the auditor’s responsibilities for the audit of the financial statements is located on the

External Reporting Board’s website at: https://www .xrb .govt .nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1/

Restriction on use of our report

This report is made solely to the Group’s shareholders, as a body . Our audit work has been undertaken so that

we might state to the Group’s shareholders, as a body 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 Group and its shareholders, as a body, for our audit work, for

this report or for the opinion we have formed .

Grant Thornton New Zealand Audit Partnership

K T Price

Partner

Auckland, New Zealand

30 August 2018

Grant Thornton New Zealand

Audit Partnership



L4, Grant Thornton House


152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570


F +64 9 309 4892

www.grantthornton.co.nz






Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd












To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the Group) on pages xx to

yy which comprise the consolidated statement of financial position as at 30 June 2018 and the consolidated

statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

financial position of Solution Dynamics Limited and the entities it controlled as at 30 June 2018 and its financial

performance and cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards

Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))

issued by the New Zealand Audit and Assurance Standards Board. 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 are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Our firm carries out other assignments for Solution Dynamics Limited and the entities it controlled in the area of

taxation returns and advice. The firm has no other interests in the Group.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements of the current period. These matters were addressed in the context of our

audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.




Independent Auditor’s Report

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the year ended 30 June 2018

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

for the year ended 30 June 2018

$000

$000

2012

2012

NOTE

$000

$000

$000

$000

Revenue 4 22,383 19,788

Other revenue 4 349 203

22,732 19,991

Expenses 5 20,459 17,904

Earnings before interest, tax, depreciation & amortisation (EBITDA) 2,273 2,087


Depreciation 17 208 208

Amortisation of intangible assets (software) 18 161 78

Net interest (income) 7 (5) (1)

Profit before income tax 1,909 1,802


Income tax 8 577 492

Net profit after income tax 1,332 1,310

Cents Cents

Basic earnings per share 9 9 .3 9 .3

Diluted earnings per share 9 9 .1 8 .9

2017

2017

2018

2018

The accompanying notes on pages 21 - 45 form part of the consolidated financial statements .

Solution Dynamics Limited

Solution Dynamics Limited

Net profit after income tax 1,332 1,310

Items that may be reclassified subsequently to profit and loss:

Exchange gain on translation of foreign operations (9) 1

Other comprehensive (loss)/income net of tax (9) 1

Total comprehensive income for the year 1,323 1,311

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$000

2012

NOTE

$000 $000

Current Assets

Cash and cash equivalents 10 1,956 2,080

Trade & other receivables 13 2,902 2,366

Inventories and work in progress 11 183 152

Prepayments 131 96

Total Current Assets 5,172 4,694

Current Liabilities

Trade creditors 1,871 1,428

Other current liabilities 14 1,245 903

Other non-financial liabilities 15 444 405

Employee benefit liabilities 16 472 447

Total Current Liabilities 4,032 3,183

Working Capital 1,140 1,511

Non-Current Assets

Deferred tax (liability) asset 8 (24) 108

Capital works in progress 61 73

Property, plant & equipment 17 594 595

Intangible assets 18 1,179 294

Goodwill 19 1,061 938

Total Non-Current Assets 2,871 2,008

Net Assets 4,011 3,519

Equity

Share capital 20 5,357 5,169

Employee share option plan 31 28 113

Foreign currency translation reserve (8) 1

Accumulated losses 21 (1,366) (1,764)

Total Equity 4,011 3,519

For and on behalf of the Board who approved these consolidated financial statements for issue on 30 August 2018 .


John McMahon – Director (Chairman) Nelson Siva – Director (CEO)

20172018

The accompanying notes on pages 21 - 45 form part of the consolidated financial statements .

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2018

Solution Dynamics Limited

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21

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$000 $000 $000 $000 $000

ACCUMULATED

LOSSES

EMPLOYEE

SHARE PLAN

CURRENCY

TRANSLATION

RESERVE

SHARE

CAPITAL

TOTAL

EQUITY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2018

The accompanying notes on pages 21 - 45 form part of the consolidated financial statements .

Solution Dynamics Limited

Balance 1 July 2016 5,169 77 - (2,266) 2,980

Issue of shares to employees - 36 - - 36

Transactions with owners - 36 - - 36

Profit for the year after tax - - - 1,310 1,310

Dividend paid - - - (808) (808)

Other comprehensive income - - 1 - 1

Total comprehensive income - - 1 502 503

Balance 30 June 2017 5,169 113 1 (1,764) 3,519

Exercise of employee share options 188 (108) - 108 188

Issue of shares to employees - 23 - - 23

Transactions with owners 188 (85) - 108 211

Profit for the year after tax - - - 1,332 1,332

Dividend paid - - - (1,042) (1,042)

Other comprehensive (loss) - - (9) - (9)

Total comprehensive income - - (9) 290 281

Balance 30 June 2018 5,357 28 (8) (1,366) 4,011

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The accompanying notes on pages 21 - 45 form part of the consolidated financial statements .

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 30 June 2018

$000

2012

NOTE

$000 $000

Cash Flow From Operating Activities

Cash was provided from:

Receipts from sales 25,041 22,339

Other revenue 293 131

25,334 22,470

Cash was applied to:

Payments to suppliers 15,830 13,543

Payments to employees 6,621 6,091

GST paid to Inland Revenue 1,261 1,155

23,712 20,789

Net Cash Inflow From Operating Activities 23 1,622 1,681

Cash Flow From Investing Activities

Cash was applied to:

Purchase of property, plant and equipment & capital works in progress 120 112

Purchase of software & intangible assets 68 94

Payments for businesses acquired 33 712 -

900 206

Net Cash Outflow From Investing Activities (900) (206)

Cash Flow from Financing Activities

Cash was provided from:

Exercise of employee share options 188 -

Interest received 5 6

193 6

Cash was applied to:

Payment of dividends 1,039 808

Interest paid - 5

Finance lease liabilities secured on equipment - 10

1,039 823

Net Cash (Outflow) From Financing Activities (846) (817)

Net change in cash and cash equivalents (124) 658

Add cash and cash equivalents held at beginning of year 2,080 1,422

Cash and cash equivalents at end of year 10 1,956 2,080

20172018

Solution Dynamics Limited

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1 . CORPORATE INFORMATION

The consolidated financial statements of Solution Dynamics Limited (SDL or Company) and its subsidiaries,

Solution Dynamics International Limited, Solution dynamics Incorporated and Déjar International Limited

(collectively the Group) for the year ended 30 June 2018 were authorised for issue in accordance with a

resolution of directors on 30 August 2018 .

Solution Dynamics Limited is a public company incorporated and domiciled in New Zealand and is listed

with the New Zealand Stock Exchange on the NZAX . The registered office is located at 18 Canaveral Drive,

Albany in Auckland .

The Group offers a range of integrated solutions encompassing data management, electronic digital printing,

document distribution, web presentment and archiving, fulfilment, traditional print services, scanning, data

entry and document management .

2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of Compliance

The consolidated financial statements of the Group comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) .

2.2 Basis of Preparation

2.2.1 Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis but modified,

where applicable, by the measurement of fair value of selected financial assets and financial liabilities . The

consolidated financial statements have also been prepared on the basis that the Group operates on a going

concern basis . Accounting policies are selected and applied in a manner which ensures that the resulting

financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of

the underlying transactions or other events is reported . The principal accounting policies are set out below .

2.2.2 Basis of Consolidation

The financial statements have been prepared in compliance with generally accepted accounting practice in

New Zealand (NZ GAAP), the Companies Act 1993, The financial Reporting Act 2013 and other authoritative

pronouncements issued by the New Zealand Accounting Standards Board (NZ ASB) . For the purposes of

complying with NZ GAAP the Group is a for-profit entity that has followed the Tier 1 for – profit reporting

requirements set out by the External Reporting Board, in its “Accounting Standards Framework .”

All subsidiaries have a 30 June reporting date and consistent accounting policies are applied .

The acquisition method is used to prepare the consolidated financial statements, which involves adding

together like items of assets, liabilities, income and expenses on a line-by-line basis . All transactions and

balances between Group companies are eliminated on consolidation, including unrealised gains and losses

on transactions between Group companies .

2.2.3 Rounding of Amounts

Amounts in the consolidated financial statements have been rounded off to the nearest $000 unless

otherwise specified .

SPECIFIC ACCOUNTING POLICIES

The following specific accounting policies, which significantly affect the measurement of financial performance,

financial position and cash flows, have been applied .

2.3 Foreign Currency

2.3.1 Functional and Presentation Currency

Items included in the consolidated financial statements are measured using the currency of the primary

economic environment in which the entity operates (the ‘functional currency’) . The consolidated financial

statements are presented in New Zealand dollars, which is the Group’s functional and presentational

currency .

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 June 2018

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

2.3.2 Transaction and Balances

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

the dates of the transactions . Monetary assets and liabilities denominated in foreign currencies at the reporting

date are retranslated to the functional currency at the exchange rate at that date . Foreign exchange gains and

losses resulting from the settlement of such transactions are accounted for in the Consolidated Statement of

Comprehensive Income .

2.4 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable . Revenue is reduced for

estimated customer returns, rebates and other similar allowances .

2.4.1 Sale of Goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

• the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

• the Group retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the entity; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably .

2.4.2 Rendering of Services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the

contract . The stage of completion of the contract is determined with reference to the contractual rates, labour

hours and direct expenses as these are incurred .

2.4.3 Interest Revenue

Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective

interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the

expected life of the financial asset to that asset’s net carrying amount .

2.4.4 Government Grants

Government grants are recognised as revenue when the conditions attached to the grant have been met .

Where there are unfilled conditions attaching to the grant, the amount relating to the unfilled condition is

recognised as a liability and released to revenue as the conditions are met .

2.5 Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and

rewards of ownership to the lessee . All other leases are classified as operating leases .

2.5.1 The Group as Lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease .

Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount

of the leased asset and recognised on a straight-line basis over the lease term .

2.5.2 The Group as Lessee

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the

inception of the lease or, if lower, at the present value of the minimum lease payments . The corresponding

liability to the lessor is included in the Consolidated Statement of Financial Position as a finance lease

obligation .

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to

achieve a constant rate of interest on the remaining balance of the liability . Finance charges are charged

directly to the Consolidated Statement of Profit or Loss .

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except

where another systematic basis is more representative of the time pattern in which economic benefits from the

leased asset are consumed .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

In the event that lease incentives are received to enter into operating leases, such incentives are recognised

as a liability . The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-

line basis, except where another systematic basis is more representative of the time pattern in which

economic benefits from the leased asset are consumed .

2.6 Employment Benefits

The Group recognises liabilities for benefits accruing to employees in respect of wages and salaries, annual

leave, long service leave and sick leave when it is probable that settlement will be required, and they are

capable of being measured reliably .

Provisions made in respect of employee benefits expected to be settled within 12-months of each reporting

date are measured at their nominal values using the remuneration rate expected to apply at the time of

settlement .

Provisions made in respect of employee benefits which are not expected to be settled within 12-months of

each reporting date are measured as the present value of the estimated future cash outflows to be made by

the Group in respect of services provided by employees up to the reporting date .

2.7 Share-based Payments

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments

at the grant date . Details regarding equity settled share-based transactions is set out in note 31 .

The fair value determined at the grant date of the equity settled share-based payments is expensed on a

straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will

eventually vest . At each reporting date, the Group revises its estimate of the number of equity instruments

expected to vest .

The impact of the revision of the original estimates, if any, is recognised in the Consolidated Statement of

Profit or Loss over the remaining period, with a corresponding adjustment to the equity-settled employee

benefits reserve .

2.8 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax .

2.8.1 Current Tax

The tax currently payable is based on the taxable profit for each reporting period . The taxable income or

loss differs from the amount as reported in the Consolidated Statement of Profit or Loss because it excludes

items of income or expense that are taxable or deductible in other years and it further excludes items that are

never taxable or deductible . The Group’s liability for current tax is calculated using tax rates that have been

enacted or substantively enacted by the financial year end, and any adjustment to tax payable in respect of

previous years .

2.8.2 Deferred Tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit and is

accounted for using the liability method . Deferred tax liabilities are generally recognised for all taxable

temporary differences, and deferred tax assets are generally recognised for all deductible temporary

differences to the extent that it is probable that taxable profits will be available against which those

deductible temporary differences can be utilised . Such assets and liabilities are not recognised if

the temporary difference arises from goodwill or from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit .

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in

subsidiaries and associates, except where the Group is able to control the reversal of the temporary

difference and it is probable that the temporary difference will not reverse in the foreseeable future . Deferred

tax assets arising from deductible temporary differences associated with such investments and interests are

only recognised to the extent that it is probable that there will be sufficient taxable profits against which to

utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future .

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26

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that

it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be

recovered .

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in

which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or

substantively enacted at each reporting date . The measurement of deferred tax liabilities and assets reflects

the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to

recover or settle the carrying amount of its assets and liabilities .

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax

assets against current tax liabilities and when they relate to income taxes levied by the same taxation

authority and the Group intends to settle its current tax assets and liabilities on a net basis .

2.8.3 Current and Deferred Tax for Each Reporting Period

Current and deferred tax are recognised as income or an expense within the Consolidated Statement of Profit

or Loss, except when they relate to items credited or debited directly to equity, in which case the tax is also

recognised directly in equity, or where they arise from the initial accounting for a business combination . In the

case of a business combination, the tax effect is taken into account in calculating goodwill or in determining

the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and

contingent liabilities over the cost of the business combination .

2.9 Goods and Services Tax (GST)

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and service tax (GST),

except:

• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of

the cost of acquisition of an asset or as part of an item of expense; or

• for receivables and payables which are recognised inclusive of GST .

The net amount of GST recoverable from, or payable to, Inland Revenue is included as part of receivables or

payables .

2.10 Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment

losses, if any . Cost includes all expenditure that is directly attributable to the acquisition of the asset . Software

that is integral to the functionality of the related equipment is capitalised as part of the asset .

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the

straight-line method . The estimated useful lives, residual values and depreciation method are reviewed at the

end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis .

The principal depreciation rates used in the reporting periods are:

• Leasehold Improvements 6 .5 – 7 .8%

• Furniture and Fittings 8 .5 – 39 .6%

• Plant and Machinery 7 .0 - 30 .0%

• Computer Equipment 20 .0 – 36 .0%

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned

assets or, where shorter, the term of the relevant lease .

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is

determined as the difference between the sales proceeds and the carrying amount of the asset and is

recognised in the Consolidated Statement of Profit or Loss .

2.11 Intangible Assets

2.11.1 Intangible Assets Acquired with a Finite Life

Intangible assets with a finite life, acquired separately are reported at cost less accumulated amortisation and

accumulated impairment losses . Amortisation is charged on a straight-line basis over their estimated useful

lives . The estimated useful life and amortisation method are reviewed at the end of each annual reporting

period, with the effect of any changes in estimate being accounted for on a prospective basis .

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27

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

2.11.2 Internally-Generated Intangible Assets with a Finite Life

Expenditure on research activities is recognised as an expense in the Consolidated Statement of Profit or

Loss in the period in which it is incurred .

An internally-generated intangible asset arising from development (or from the development phase of an

internal project) is recognised if, and only if, all of the following have been demonstrated:

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

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

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

use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development .

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure

incurred from the date when the intangible asset first meets the recognition criteria listed above . Where no

internally generated intangible asset can be recognised, development expenditure is charged as an expense

to the Consolidated Statement of Profit or Loss in the period in which it is incurred .

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less

accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets

acquired separately .

Amortisation is charged on a straight-line basis over the estimated useful lives of internally generated

intangible assets . The estimated useful life and amortisation method are reviewed at the end of each annual

reporting period, with the effect of any changes in estimate being accounted for on a prospective basis .

2.11.3 Subsequent Measurement

All intangible assets, including capitalised internally developed software, are accounted for using the cost

model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives, as

these assets are considered finite . Residual values and useful lives are reviewed at each reporting date . In

addition, they are subject to impairment testing as described in Note 2 .13 . The following useful lives are

applied:

• Software 3-5 years .

2.11.4 Intangible Assets Acquired in Business Combination

Intangible assets acquired in a business combination are identified and recognised separately from goodwill

where they satisfy the definition of an intangible asset, are identifiable and their fair values can be measured

reliably . The cost of such intangible assets is their fair value at the acquisition date .

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost

less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets

acquired separately .

• Customer contracts 3-4 years .

2.12 Goodwill

Goodwill arising on the acquisition of a “business” as defined in NZ IFRS 3 Business Combinations

represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the

identifiable assets and liabilities of the business recognised at the date of acquisition . Goodwill is initially

recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment

losses .

2.13 Impairment of Assets

At each reporting date, the Group reviews the carrying amounts of its tangible and finite life intangible assets

to determine whether there is any indication that those assets have suffered an impairment loss . If any such

indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the

impairment loss (if any) . Where it is not possible to estimate the recoverable amount of an individual asset,

the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs .

|
28

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

Intangible assets with indefinite useful lives, goodwill and intangible assets not yet available for use are

tested for impairment annually, and whenever there is an indication that the asset may be impaired .

Recoverable amount is the higher of fair value less costs to sell and value in use . In assessing value in use,

the estimated future cash flows are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset for which

the estimates of future cash flows have not been adjusted .

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying

amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount .

An impairment loss is recognised immediately as an expense within the Consolidated Statement of Profit or

Loss .

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating

unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no impairment loss

been recognised for the asset (or cash-generating unit) in prior years . Any impairment loss associated with

goodwill will not be reversed in a subsequent reporting period .

2.14 Cash and Cash Equivalents

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

term, 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 .

2.15 Inventories

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

method most appropriate to the particular class of inventory, with the majority being valued on a first-in-first-

out basis . Net realisable value represents the estimated selling price for inventories less all estimated costs

of completion and costs necessary to make the sale .

2.16 Financial Assets

Financial assets are recognised and derecognised on trade date where the purchase or sale of a financial

asset is under a contract whose terms require delivery within the timeframe established by the market

concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets

classified as at fair value through profit or loss, which are initially measured at fair value .

2.16.1 Loans and Receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in an active

market are classified as loans and receivables . Loans and receivables are measured at amortised cost using

the effective interest method, less any impairment . Interest revenue is recognised by applying the effective

interest rate .

2.16.2 Impairment of Financial Assets

Financial assets are assessed for indicators of impairment at each reporting date . Financial assets are

impaired where there is objective evidence that, as a result of one or more events that occurred after

the initial recognition of the financial asset, the estimated future cash flows of the investment have been

impacted .

For certain categories of financial assets, such as trade and other receivables, assets that are assessed

not to be impaired individually are subsequently assessed for impairment on a collective basis . Objective

evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting

payments, an increase in the number of delayed payments in the portfolio past the average credit period of

60 days, as well as observable changes in national or local economic conditions that correlate with default

on receivables .

For financial assets carried at amortised cost, the amount of the impairment is the difference between the

asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial

asset’s original effective interest rate .

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets

with the exception of trade and other receivables, where the carrying amount is reduced through the use

of an impairment allowance account . When trade and other receivables are considered uncollectible, they

|
29

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

are written off against the allowance account . Subsequent recoveries of amounts previously written off

are credited against the allowance account . Changes in the carrying amount of the allowance account are

recognised as an expense in the Consolidated Statement of Profit or Loss .

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related

objectively to a change in estimate after the impairment was recognised, the previously recognised

impairment loss is reversed through the Consolidated Statement of Profit or Loss to the extent that the

carrying amount of the investment at the date the impairment is reversed does not exceed what the

amortised cost would have been had the impairment not been recognised .

2.17 Share Capital

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 from the proceeds, net of tax .

2.18 Trade Payables and Other Current Liabilities

These amounts represent liabilities for goods and services provided to the Group prior to the end of the

annual reporting period which are unpaid . The amounts are unsecured and are usually paid within 60 days

of recognition . These are measured initially at fair value net of transaction costs, subsequently at amortised

cost using the effective interest rate method .

2.19 Statement of Cash Flows

The following terms are used in the Statement of Cash Flows:

Operating activities: are the principal revenue producing activities of the Group and other activities that are

not investing or financing activities .

Investing activities: are the acquisition and disposal of long-term assets and other investments not included

in cash equivalents .

Financing activities: are activities that result in changes in the size and composition of the contributed

equity and borrowings of the entity .

Non-cash financing and investing activities: There were no transactions which have had a material effect

on assets and liabilities that did not involve cash flows and are disclosed in the statement of cash flows .

2.20 Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous reporting period, and no new or

amended Standards since 1 July 2017 have affected these consolidated financial statements .

2.21 New IFRS standards and interpretations issued but not yet adopted

At the date of authorisation of these financial statements, certain new standards and interpretations to

existing standards have been published but not yet effective and have not been adopted early by the Group .

Management anticipates that all pronouncements will be adopted in the first accounting period beginning

on or after the effective date of the new standard . Information on new standards, amendments and

interpretations that are expected to be relevant to the Group financial statements is provided below . Certain

other new standards and interpretations issued but not yet effective, that are not expected to have a material

impact on the Group financial statements have not been disclosed .

(a) NZ IFRS 16 – Leases (effective date from 1 January 2019)

In February 2016 the New Zealand Accounting Standards Board approved the issue of NZ IFRS 16 Leases .

NZ IFRS 16 changes the relevant information to be reported by lessors and lessees with a view to faithful

representation of information to the users of financial statements so they can assess the effect leases have

on cash flow, financial performance and the financial position of the entity . The standard requires the lessee

to recognise assets and liabilities for the rights and obligations created by those leases . Lessors reporting

requirements are similar to the previous standard NZ IAS 17 Leases . Management has made a preliminary

assessment of the impact of adopting this policy on the Group financial statements and has determined that

it will be material . Management expects to recognise a lease asset and lease liability for all lease contracts

such as premises rent and equipment lease .

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30

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

(b) NZ IFRS 15 – Revenue from Contracts with Customers (effective date from 1 January 2018)

NZIFRS 15 establishes principles for reporting useful information to users of financial statements about the

nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with

customers . The core principle of NZ IFRS 15 is that an entity recognises revenue to depict the transfer of

promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled in exchange for those goods or services .

Due to the nature of revenue and short life cycle of the majority of contract revenues, Directors preliminary

evaluation has indicated that there is no material effect on the Group’s results, but additional disclosures may

be required .

(a) NZ IFRS 9 – Financial instruments – classification and measurement

(effective date from 1 January 2018)

The New Zealand Accounting Standards Board (NZASB) issued the completed version of NZ IFRS 9

Financial Instruments, bringing together the classification and measurement, impairment and hedge

accounting to replace NZ IAS 39 Financial Instruments: Recognition and Measurement and all previous

versions of NZ IFRS 9 .

Management does not expect a significant change to the way in which the Group recognises and measures

its financial instruments as a result but has not performed a full assessment .

3 . CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2, the Directors are

required to make judgements, estimates and assumptions about the carrying amounts of assets and

liabilities that are not readily apparent from other sources . The estimates and associated assumptions are

based on historical experience and other factors that are considered to be relevant . Actual results may differ

from these estimates .

The estimates and underlying assumptions are reviewed on an on-going basis . Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that period,

or in the period of the revision and future periods if the revision affects both current and future periods .

3.1 Annual Goodwill Impairment Testing

Determining whether goodwill is impaired requires an estimation of the value in use of the Electronic Content

Management cash-generating unit which is also known as SDL Software . The value in use calculation

requires the Directors to estimate the future cash flows expected to arise from this cash generating unit and

a suitable discount rate in order to calculate present value .

The carrying value of goodwill at each reporting date was $1,061,000 (2017: $938,000) .

The recoverable amount of $938,000 of goodwill has been determined based on a value in use model

applying the budget, approved by the Directors covering the reporting period to 30 June 2018, and forecast

sales based on assessments of the current market opportunities through existing distribution channels net

of forecast costs, through to the end of 2022, at a post-tax discount rate of 5 .6% (2017: 5 .6%) . Cash flows

beyond 2022 have not been taken into account and no terminal value was determined .

The revenue assumptions used for the forecast period are based on management expectations supported

by existing prospects for the budget period and allow for growth of 2 .5% (2017: 2 .5%) per annum over the

balance of the forecast period . The assumptions are subject to fundamental uncertainties, particularly those

surrounding future license sales which comprise a substantial portion of projected revenues and hence only

inflationary growth rates have been applied . Gross margin is forecast to be consistent through the budget

and forecast period .

In determining whether there was any impairment of goodwill associated with the SDL Software operations,

forecasts were prepared based on estimates for all the products sold in each market .

Goodwill of $123,000 arises this reporting period from deferred tax on business combinations . Refer to note

19 and 33 for Directors judgements and estimates .

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31

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

3.2 Business Combinations

During the year the Group acquired two new businesses as detailed in note 33 . The acquisition of the

businesses involved assessments and judgements by Directors surrounding the fair value of assets acquired

in the business combination, including identification of intangible assets .

The purchase price required judgement and estimate by directors of contingent consideration due to the

vendor based upon achieving future sales targets over the 12-month period following acquisition date .

Judgement included considering a range of possible outcomes in order to determine the most likely payable

for earn out .

4 . REVENUE & OTHER INCOME

2018 2017

$000 $000

Sales income 22,383 19,788

Revenue 22,383 19,788

Government grant revenue 293 131

Rent 56 72

Other Revenue 349 203

5 . EXPENSES

2018 2017

Note $000 $000

Acquisition related costs 118 -

Auditor’s remuneration 6 89 76

Freight, postage & external print 8,826 6,892

Directors remuneration - directors fees 30 513 523

Loss / (gain) on foreign exchange (39) (10)

Rental and operating lease expenses 715 692

Redundancy costs 26 34

Research & development 473 334

Salaries 5,630 5,226

Superannuation (KiwiSaver) 152 138

Employee entitlements – share based payments 17 28

Donations 3 3

Other expenses 3,936 3,968

Total Operating Expenses 20,459 17,904

6 . AUDITOR’S REMUNERATION

2018 2017

$000 $000

Audit fees – statutory audit 61 52

Tax compliance and advisory services 28 24

Total auditor’s remuneration 89 76

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32

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

7 . INTEREST

2018 2017

$000 $000

Interest received (5) (6)

Interest on borrowings under finance facilities

Interest on borrowings - 5

Net interest received (5) (1)

8 . INCOME TAX EXPENSE

8.1 Current Tax

2018 2017

$000 $000

Income tax expense comprises:

Current tax expense 586 517

Deferred tax expense relating to the origination and reversal of temporary differences (9) (25)

Total tax expense 577 492

The total charge for the reporting period can be reconciled to the accounting loss as follows:

Net profit before income tax 1,909 1,802

Income tax at company tax rate

(1)

534 504

Permanent differences 34 10

Under / over provision in prior years (8) (25)

Benefit of tax losses not recognised 17 -

Other 6 3

Utilisation of previously unrecognised tax losses (6) -

Income tax expense 577 492

(1)

The Group tax rate of 28% (2017: 28%) has been used. This is the tax rate applicable to the territory where Solution Dynamics

Limited, the primary tax paying entity, is domiciled.

At 30 June 2018 there are imputation credits available of $407,000 (2017: $472,000) for use in subsequent

reporting periods .

8.2 Deferred Tax Balances

2018 2017

$000 $000

Temporary differences

Depreciable and amortisable assets (121) (7)

Accruals and provisions 97 115

(24) 108

Net deferred tax asset not recognised - -

Deferred tax recognised (24) 108

Deferred tax assets arising from deductible temporary differences are only recognised to the extent that it

is probable that taxable profits will be available against which the deductible temporary differences can be

utilised .

|
33

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

2018 2017

$000 $000

Deferred tax movement

Balance at beginning of period 108 133

Current year movement through profit or loss (9) (25)

Deferred tax recognised on business acquisitions (123) -

Balance at end of period (24) 108

9 . EARNINGS PER SHARE (EPS)

2018 2017

$000 $000

Net profit for the year attributable to ordinary shareholders 1,332 1,310

Basic


Weighted average number of ordinary shares (000’s) 14,296 14,060

Cents Cents

Basic earnings per share 9 .3 9 .3


Basic earnings per share is calculated by dividing the net profit after tax attributable to equity holders of

the Company by the weighted average number of ordinary shares outstanding during the reporting period,

adjusted for bonus elements in ordinary shares issued during the reporting period .

Diluted

Weighted average number of ordinary shares (000’s) 14,300 14,060

Adjustment for share options 340 580

Weighted average 14,640 14,640

Cents Cents

Diluted earnings per share 9 .1 8 .9

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all potentially dilutive ordinary shares . Options are convertible into the

Company’s shares and are therefore considered dilutive securities for diluted earnings per share .

10 . CASH AND CASH EQUIVALENTS

2018 2017

$000 $000

Cash and cash equivalents 1,956 2,080

Total 1,956 2,080

Solution Dynamics has an overdraft facility in place with the ANZ Bank at an interest rate of 12 .35% p .a .

(2017: 12 .35%) . This facility is to support the operational requirements of the Group, is interest only and is

secured by first ranking debenture over the assets of the Group .

At period end, the ANZ Bank has imposed no financial covenants to secure the existing facilities . The Group

maintains a $200,000 overdraft facility that was unused at the reporting date 2017: $200,000) . The Group

now holds a net cash position with no bank debt (2017: $Nil) .

At the end of the reporting period the Bank provided commercial guarantees totalling $65,000 (2017:

$65,000) to the Group’s suppliers .

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34

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

11 . INVENTORIES AND WORK IN PROGRESS

2018 2017

$000 $000

Work in Progress 94 73

Inventory 89 79

Total Inventories and Work in Progress 183 152


12 . RELATED PARTIES TRANSACTIONS

Transactions between related parties include transactions with subsidiaries, shareholders, directors and

their companies and senior executives . Transactions with SDL’s subsidiary Solution Dynamics International

Limited are completed under a supplier agreement on similar terms to those previously struck with third party

channel partners .

Related party transactions from 1 July 2017 to 30 June 2018 were as follows:

• Key management were paid $783,835 (as employees of Solution Dynamics Limited and including the

calculated benefit of the employee share option plan) during the reporting period (2017: $818,267) and

were owed $62,939, including annual leave, at 30 June 2018 (2017: $73,615) .

• During the year ended 30 June 2018 there were sales of $213,649 (2017: $361,005) between Solution

Dynamics Limited and its wholly owned UK subsidiary Solution Dynamics International Limited . Solution

Dynamics International traded at a profit of $153,434 (2017: $90,714) . At the reporting date there was a

receivable of $126,770 (2017: $126,770) due to the Company .

• Solution Dynamics Incorporated traded at a (loss) of ($61,625) (2017: n/a) . At the reporting date there

was a receivable of $87,861 (2017: n/a) due to the Company .

13 . TRADE & OTHER RECEIVABLES

2018 2017

$000 $000

Trade receivables 2,791 2,283

Allowance for doubtful debts - -

2,791 2,283

Allowance for credit notes (11) (10)

Total trade receivables 2,780 2,273

Sundry debtors 122 93

Total Trade & Other Receivables 2,902 2,366

Trading terms & aging of past due trade receivables

The Group’s trading terms require settlement by the 20th of the month following the date of invoice . At the

reporting date the Group had past due debtors of $407,000 (2017: $156,000) for which an allowance of $Nil

(2017: $Nil) was made . There has not been a significant change in credit quality therefore the amounts are

considered recoverable . The Group does not hold any collateral over these balances .

2018 2017

$000 $000

30 – 60 days 192 130

60 – 90 days 187 10

90 – 120 days 28 16

Total overdue trade receivables 407 156

|
35

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Movement in allowance for doubtful debts

2018 2017

$000 $000

Balance at the beginning of the reporting period - -

Accounts written off as uncollectable - -

Total allowance for doubtful debts - -

In assessing the recoverability of trade receivables, the Group considers any change in the quality of

the trade receivables from the date that the credit was initially granted up to the reporting date . The

concentration of credit risk is limited with the largest customer comprising 11% (2017: 11%) of the gross

trade receivable balance, 92% of the outstanding balance is less than 60 days old (2017: 99%) . Accordingly,

the directors believe that no further adjustments for credit are required in excess of the allowance for

doubtful debts .

For the reporting period there are no provisions against third parties (2017: $Nil) .

14 . OTHER CURRENT LIABILITIES

2018 2017

$000 $000

Sundry creditors 211 226

Payroll accruals 224 236

Provision for tax 256 192

Provision for deferred income 151 188

Provision for earnout (note 33) 335 -

Audit fees accrued 68 61

Total Other Current Liabilities 1,245 903

15 . OTHER NON-FINANCIAL LIABILITIES

2018 2017

$000 $000

PAYE 126 104

GST 318 301

Total Non-Financial Liabilities 444 405

16 . EMPLOYEE BENEFIT LIABILITIES

2018 2017

$000 $000

Provision for sick pay 3 5

Provision for long service leave 82 84

Provision for holiday pay 387 358

Total Employee Benefit Liabilities 472 447

Provisions for sick and long service leave are based on the Group’s estimate of the present value of future

costs assuming payroll inflation rate of 2 .0% .

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36

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

17 . PROPERTY, PLANT AND EQUIPMENT

Plant & Finance Furniture Leasehold Total

Machinery Leased & Fittings Improvements

Plant &

Machinery

$000 $000 $000 $000 $000

Cost

Balance 1 July 2016 2,053 55 141 537 2,786

Transfers 55 (55) - - -

Additions 72 - 4 25 101

Disposals - - - - -

Balance 30 June 2017 2,180 - 145 562 2,887

Transfers - - - - -

Additions 100 - 6 26 132

Acquisitions through business combinations 44 - - 31 75

Disposals - - - - -

Balance 30 June 2018 2,324 - 151 619 3,094

Accumulated depreciation

Balance 1 July 2016 1,677 35 131 241 2,084

Transfers 35 (35) - - -

Depreciation expense 126 - 6 76 208

Disposals - - - - -

Balance 30 June 2017 1,838 - 137 317 2,292

Transfers - - - - -

Depreciation expense 137 - 2 69 208

Disposals - - - - -

Balance 30 June 2018 1,975 - 139 386 2,500

Carrying amount

Balance 1 July 2016 376 20 10 296 702

Balance 30 June 2017 342 - 8 245 595

Balance 30 June 2018 349 - 12 233 594

|
37

|

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

18 . IDENTIFIABLE INTANGIBLES, FINITE LIFE

Software Software Software Customer Finance Total

- Déjar

(i)

- Bremy Contracts

(ii)

Leased

Software

$000 $000 $000 $000 $000 $000

Cost

Balance 1 July 2016 2,090 110 998 - 7 3,205

Transfers - - 7 - (7) -

Additions - purchased - - 94 - - 94

Balance 30 June 2017 2,090 110 1,099 - - 3,299

Transfers - - - - - -

Additions - purchased - - 74 - - 74

- acquisitions through

business combinations - - 531 441 - 972

Balance 30 June 2018 2,090 110 1,704 441 - 4,345

Accumulated amortisation

Balance 1 July 2016 2,088 110 724 - 5 2,927

Transfers - - 5 - (5) -

Amortisation expense 2 - 76 - - 78

Balance 30 June 2017 2,090 110 805 - - 3,005

Transfers - - - - - -

Amortisation expense - - 135 26 - 161

Balance 30 June 2018 2,090 110 940 26 - 3,166

Carrying amount

Balance 1 July 2016 2 - 274 - 2 278

Balance 30 June 2017 - - 294 - - 294

Balance 30 June 2018 - - 764 415 - 1,179

(i) Déjar software (intellectual property) includes software costs of $1,400,000 purchased from Efactor and

Déjar Holdings .

(ii) Additions acquired through business combinations arose from the Scantech and DTP acquisitions (note 33) .

19 . GOODWILL

Scantech DTP Déjar Bremy Total

$000 $000 $000 $000 $000

Balance at beginning of year - - 215 723 938

Deferred tax on acquisition of customer contracts 66 57 - - 123

Net carrying amount 66 57 215 723 1,061

Goodwill has arisen on the acquisition of a business previously controlled by Déjar Holdings Limited and

Bremy Limited . For impairment testing purposes, goodwill is determined to be associated with the SDL

Software cash generating unit .

No accumulated impairment losses have been recognised against the goodwill .

|
38

|

Solution Dynamics Limited

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2017

The carrying value of goodwill is tested on an annual basis through assessment of the value-in-use of the

SDL Software cash generating unit . The cash flows used in the value-in-use calculations are based firstly

on the management budget for the 2019 year followed by management forecasts over a further three-year

period . Cash flows after 2022 have not been taken into account . Management has projected growth in sales

for the Déjar and Bremy products at 2 .5% per annum for the 2019-2022 forecast period because it reflects

inflation . Growth above inflation has not been projected due to there being uncertainty around this .

The pre-tax discount rate used in the impairment calculation is 26 .0% (2017: 24 .5%) . The equivalent post-

tax nominal rate for the forecast cash flows is 5 .6% (2017: 5 .6%) . In the Directors’ view this represents the

rate that the market would expect on an investment of equivalent risk . There has been no impairment in the

reporting period (2017: $Nil) .

Goodwill of $123,000 arises this period from deferred tax on business combinations . The Directors’

judgement is that there are no indicators of impairment at reporting date or since the business acquisition

date (note 33) .

19.1 Sensitivity to Changes in Assumptions

As at 30 June 2018, the date of the Group’s annual impairment test, the estimated recoverable amount of the

indefinite life intangible assets exceeded their carrying amount by $1,450,000 (2017: $2,195,000) .

It is the judgement of Directors that reasonable changes in the foreseeable future to growth rates and

discount rates (sensitivity analysis) does not result in an impairment loss at 30 June 2018 .

20 . SHARE CAPITAL

2018 2017

$000 $000

Ordinary Shares

Balance at beginning of year 5,169 5,169

Exercise of employee share options 188 -

Share Capital at End of Year 5,357 5,169

The Company had 14,559,810 (2017: 14,059,810) ordinary shares on issue as at 30 June 2018 . All ordinary

shares ranked equally with one vote attached to each fully paid ordinary share and share equally in dividends

and surplus on winding up .

21 . ACCUMULATED LOSSES

2018 2017

$000 $000

Balance at beginning of reporting period (1,764) (2,266)

Net operating profit after income tax 1,332 1,310

Exercise of employee share options 105 -

Payment of dividends (1,039) (808)

Accumulated Losses at end of reporting period (1,366) (1,764)

|
39

|

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2017

22 . EMPLOYEE REMUNERATION

Remuneration includes salaries, bonuses and other benefits including non-cash benefits . The number of

employees with total remuneration exceeding $100,000 in each of the following bands was:

2018 2017

$000 $000

$100,000 to $109,999 4 3

$110,000 to $119,999 - 2

$130,000 to $139,999 - 1

$140,000 to $149,999 1 -

$160,000 to $169,999 - 1

$170,000 to $179,999 2 -

$180,000 to $189,999 - 1

$190,000 to $199,999 1 -

$200,000 to $209,999 1 1

$210,000 to $219,999 - 1

$410,000 to $419,999 1 1

Total staff with remuneration exceeding $100,000 10 11

23 . RECONCILIATION OF NET LOSS AFTER INCOME TAX FOR YEAR WITH NET CASH INFLOW

FROM OPERATING ACTIVITIES

2018 2017

$000 $000

Net profit / (loss) after income tax 1,332 1,310

Adjustments:

Depreciation and amortisation of assets 369 286

Loss / (gain) on foreign exchange (39) (10)

Interest expense (reclassified as financing activity) - -

Interest income (reclassified as financing activity) (5) (1)

Other non-cash items 20 14

Cash flow from trading 1,677 1,599

Add movements in working capital:

(Increase) in trade & other receivables (536) (295)

(Increase) in inventories and work in progress (31) (43)

(Increase) in prepayments (35) (20)

Increase / (decrease) in other current liabilities 28 (30)

Increase in other non-financial liabilities 39 48

Increase in trade creditors 443 347

Increase / (decrease) in employee benefit liabilities 37 75

(55) 82

Net Cash Flows From Operating Activities 1,622 1,681


|
40

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

24 . OPERATING LEASE COMMITMENTS

Operating leases include the property at 18 Canaveral Drive and other equipment . Operating leases have

remaining lease terms of 1- 6 years . The initial term of the 18 Canaveral Drive lease has been varied and

now terminates in September 2022 with a right, subject to penalty, to terminate from September 2020 . The

Canaveral Drive lease has a biennial inflationary rent review clause . The Group does not have an option to

purchase the leased assets at the expiry of the lease period .

At each reporting date the Group had the following operating lease commitments:

2018 2017

$000 $000

Less than 1 year 943 891

1 to 2 years 947 903

2 to 5 years 1,553 2,215

More than 5 years - 102

Total Operating Lease Commitments 3,443 4,111

A portion of the Canaveral Drive premises lease are sub-leased on month to month terms . This results in a

reduction in rental expense . Rental income during the 2018 year totalled $56,017 (2017: $71,644) associated

with these rental agreements . The current full year rental on the Canaveral Drive property is $546,336 (2017:

$530,452) .

25 . SEGMENT INFORMATION

The Group operates in one business segment, the supply of customer communication solutions . These

include a range of integrated document management products and services separated into four streams;

outsource services, technology & development services, intelligent imaging and output services . Specific

elements of these streams are as follows:

• Software & Technology, Solution Dynamics owns the intellectual property in five products;

◊ Déjar, an online digital archival and retrieval system sold stand-alone under licence agreements and

also as a hosted service in New Zealand and Internationally .

◊ Bremy, Digital asset management, workflow and multichannel publishing software sold as a

licenced product and also as a hosted service in New Zealand, Australia and the UK .

◊ Composer, “On-Demand” content creation software .

◊ DéjarMail, is a web browser-based desktop mail management solution which allows customers to

route mail correspondence to SDL or any other service provider for printing and delivery .

◊ Jupiter is a hybrid mail application that was acquired through the purchase of the DigitalToPrint

business . The application routes data received from clients for international distribution of

communications to the destination country for print production and lodgement as local mail .

In addition to owning the intellectual property for the above products, Solution Dynamics provides

programming, consulting and design services that help clients to distribute marketing and essential

communications by mail and electronically . The provision of these services is covered under this category .

• Digital Printing & Document Handling Services, the printing of client’s information digitally using high

speed laser printers followed by the lodgement and distribution of those documents using a variety of

machine and other processes .

• Outsourced Services, not all components of Solution Dynamics’ solutions are produced internally .

External elements such as post, freight, paper and envelopes are sourced from external suppliers and

included in this service stream . Solution Dynamics has long term arrangements with a number of key

suppliers such as NZ Post for the provision of these services .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

An overhead structure including sales, marketing and administration departments provides services for all of

the above revenue streams .

There are no reconciling items in this note due to the management information provided to the Chief

Operating Decision Maker, the CEO Nelson Siva, being compiled using the same standards and accounting

policies as those used to prepare the consolidated financial statements .


Segment Consolidated Statement of Profit or Loss

2018 2017

$000 % $000 %

Software & Technology 6,052 27% 5,066 25%

Digital Printing & Document Handling Services 6,773 30% 6,712 34%

Outsourced services 9,907 43% 8,213 41%

Total revenue 22,732 100% 19,991 100%

Less cost of sales 14,315 63% 12,274 61%

Gross margin 8,417 37% 7,717 39%

Selling, general & administration 6,144 27% 5,630 28%

Earnings before interest, tax,

depreciation & amortisation 2,273 10% 2,087 11%

Less:

Depreciation 208 1% 208 1%

Amortisation 161 1% 78 0%

Interest (5) 0% (1) 0%

Tax 577 2% 492 3%

Operating profit 1,332 6% 1,310 7%

Segment Assets

Assets are not segmented between service streams .

Information about Major Customers

Included in revenues for the Group of $22 .7 million (2017: $20 .0 million) are services revenues of $2 .80million

(2017: $2 .16 million) which arose from sales to the Group’s largest customer .

Geographical Information

The Group has customers in New Zealand, Australia and Europe .

Revenue from

External Customers Non-current Assets

2018 2017 2018 2017

$000 $000 $000 $000

New Zealand 17,604 16,658 2,434 2,008

Australia 1,111 380 - -

United States of America 62 - 140 -

Europe 3,955 2,953 1 -

Total 22,732 19,991 2,575 2,008

26 . CONTINGENT LIABILITIES

There were no contingent liabilities at reporting date for the Group (2017: $Nil) .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

27 . CAPITAL COMMITMENTS

The Group had no capital commitments at the reporting date (2017: $Nil) .

28 . FINANCIAL INSTRUMENTS

28.1 Credit Risk

Financial instruments that potentially subject the Group to concentrations of credit risk consist principally

of trade & other receivables . The maximum credit risk is the carrying value of these financial instruments;

however, the Group does not consider the risk of non-recovery of these accounts to be material .

In the normal course of its business the Group incurs credit risk from trade receivables and transactions

with financial institutions . The Group has a credit policy, which is used to manage this exposure to credit

risk . As part of this policy, credit evaluations are performed on all customers requiring credit . The Group

does not have any significant concentrations of credit risk, excluding the single largest customer referred

to in Note 13 . This customer is not viewed as a credit risk due to trading and payment history . The Group

does not require any collateral or security to support financial instruments as it only deposits with, or loans

to banks and other financial institutions with credit ratings of no less than AA- . It does not expect the non-

performance of any obligations that are not provided for at reporting date .

28.2 Categories of Financial Instruments

2018 2017

$000 $000


Financial Financial Financial

Liabilities at Assets at Liabilities at

Loans & Amortised Amortised Amortised

Receivables Cost Total Cost Cost Total

Assets

Cash & cash equivalents (Note 10) 1,956 - 1,956 2,080 - 2,080

Trade & other receivables (Note 13) 2,902 - 2,902 2,366 - 2,366

Total Financial Assets 4,858 - 4,858 4,446 - 4,446

Total non-financial assets 3,185 2,256

Total Assets 8,043 6,702

Liabilities

Trade creditors - 1,871 1,871 - 1,428 1,428

Other current liabilities (Note 14) - 1,245 1,245 - 903 903

Borrowings (Note 17) - - - - - -

Total Financial Liabilities - 3,116 3,116 - 2,331 2,331

Total non-financial liabilities 916 852

Total Liabilities 4,032 3,183

The carrying values of the financial instruments above are equivalent to their fair values .

28.3 Maturity Date of Financial Instruments

Weighted Gross

Average Effective Less than 1 - 3 3 Months 1 - 5 Nominal Carrying

Interest Rate 1 Month Months to 1 Year Years Outflow Value

$000 $000 $000 $000 $000 $000

2018

Non-interest bearing n/a 1,623 932 220 - 2,775 2,775

1,623 932 220 - 2,775 2,775

2017

Non-interest bearing n/a 1,551 747 33 - 2,331 2,331

1,551 747 33 - 2,331 2,331

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

28.4 Interest Rates

The following table details the Group’s weighted average effective interest rates for financial liabilities at

reporting date .

2018 2017

Financial Liabilities:

Finance facility (overdraft rate) 12 .35% 12 .35%

28.5 Foreign Currency Risk Management

Hosting and license sales linked to the Group’s Software operations are denominated in foreign currency

and sold under standard terms and conditions . Any variation in exchange rate between the date of sale and

the date cash is received is accounted for as a foreign exchange gain/loss in the period in which it occurs .

For material individual transactions in foreign currencies the Group has a policy of taking forward exchange .

At 30 June 2018 of total trade receivables of $2,791,000 (2017: $2,283,000) a total of $974,000 (2017:

$470,000) was in foreign currencies . $784,000 (2017: $398,000) of the foreign currency receivables were

denominated in European currencies, $63,000 in US $ with the remainder of the balance in AUD $ .

In addition to the trade receivables of $974,000 (2017: $470,000) held in foreign currencies at the end of the

reporting period, a further $352,000 (2017: $194,000) in cash was also held in foreign currencies, a total of

$1,326,000 (2017: $664,000) . Adjusted for offsetting payables balances, a movement in the exchange rate of

10% would give rise to an exchange fluctuation of $4,700 (2017: $14,100) .

Trading operations for the UK and Europe are largely undertaken through SDL’s UK subsidiary Solution

Dynamics International Limited (SDIL) . At period end the net assets for SDIL, comprising largely working

capital, was a credit balance of NZ$110,000 (2017: NZ$36,000) with cash and receivable balances as noted

above .

At 30 June 2018, the reporting date no forward exchange contracts were held (2017: $Nil) . The Directors

believe that any sensitivity to foreign exchange risk is not material .

The foreign exchange gains or losses disclosed in Note 5 relate to trade and other receivables .

28.6 Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an

appropriate liquidity risk management framework for the management of the Group’s short, medium and

long-term funding and liquidity management requirements . The Group manages liquidity risk by maintaining

adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast

and actual cash flows and matching the maturity profiles of financial assets and liabilities . With positive cash

inflows the Group’s liquidity risk is considered by the Directors to be low .

28.7 Interest Rate Sensitivity Analysis

Interest on finance leases is on fixed rates with no exposure to fluctuations in interest rates . There are no

borrowings associated with the finance facility as at the end of the reporting period (2017: -) .

At 30 June 2018 the interest rate on the overdraft facility was 12 .35% (2017: 12 .35%) . With a net cash

position of $1 .96 million (2017: $2 .08 million) at the end of the reporting period a material change in the

interest expense is not expected .

28.8 Capital Management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation of the debt and equity balances .

Earnings in the Group has again improved on the prior year . The Group is in a net cash position of $1 .96

million (2017: $2 .08 million) and a net cash inflow from operations of $1 .63 million (2017: $1 .68 million) .

There was an operating profit of $1 .37 million in the current year (2017: $1 .31 million) and no material change

in financial performance is forecast for the 2018 year . The Group has no externally imposed covenants to

manage .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

2018 2017

$000 $000

Cash & Finance facility (Note 10) 1,956 2,080

Net cash (debt) 1,956 2,080

Equity (all capital and reserves) 4,011 3,519

Net (cash) debt to equity ratio (49%) (59%)

29 . DIRECTORS’ REMUNERATION

The following fees and salaries were paid to Directors during the reporting period:

2018 2017

$000 $000

John McMahon (Chairman) 45 45

Nelson Siva (CEO) 413 419

Mike Smith (resigned 3 November 2017) - 9

Julian Beavis 25 25

Elmar Toime 30 25

Total Directors’ Remuneration 513 523

30 . EMPLOYEE OPTIONS

On 17 February 2014 the Group announced the introduction of an equity settled employee share option plan .

The general principles of the scheme were:

• The maximum aggregate number of share options to be granted pursuant to the plan is 5% of the total

number of shares on issue .

• Options of no more than 1% of the total number of SDL’s shares on issue can be granted to an

individual staff member .

• The exercise price will be determined by the Board based on the market price at the time of issue .

• The options may be exercised by the participant (in whole or part) after three years from the date that

they are granted . The key employees have 18-months from the date of eligibility and must be employed

by SDL at the date the option is exercised .

2018 2017

Number of Number of

Shares Shares

$000 $000

Unvested shares at 1 July 580 580

Granted - -

Vested (500) -

Unvested shares at 30 June 80 580

Percentage of total ordinary shares 0 .5% 4 .1%

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

The fair value of the options granted during the reporting period was $Nil (2017: $Nil) . This cost is recognised

over the vesting period .

Grant Date Options Share Price Exercise Options Option

Issued at Grant Date Price Expire Value $

March 2014 500,000 $0 .450 $0 .375 Sept 2018 $107,660

November 2015 80,000 $0 .800 $0 .700 May 2019 $29,395

The fair value was determined using a Black-Scholes option pricing model that takes into account the

exercise price, the term of the option, the share price at grant date and expected price volatility of the

underlying share, the dividend yield and the risk-free interest rate for the term of the option .

In addition to the factors as noted in the table above further inputs for the model included:

• Standard deviation of stock returns 50% . This is based on an analysis of share price movements over

the 12-months prior to the issue of the options .

• Dividend yield of 0% .

• Annual risk-free rate of 4 .08% .

32 . SHAREHOLDERS AND SUBSTANTIAL SECURITY HOLDERS

32.1 The 20 largest shareholders as at 19 July 2018 were:

Shareholder % of Total Shares

New Zealand Permanent Trustees Limited - NZCSD <NZPT43> 11 .33% 1,649,343

ASB Nominees Limited <574233 A/C> 10 .34% 1,504,801

Philip Hadfield Hardie Boys <P & K Hardie Boys Family A/C> 8 .59% 1,250,000

Indrajit Nelson Sivasubramaniam + Tracey Lee Sivasubramaniam 6 .66% 970,000

Custodial Services Limited <A/C 4> 5 .66% 823,650

Michael Charles Hare 4 .88% 710,000

Accident Compensation Corporation - NZCSD <Acci40> 4 .87% 708,500

Colin Glenn Giffney 3 .78% 550,000

Christopher Veale + Penny Veale 3 .41% 496,270

Jillian Bernadette Winstanley 2 .23% 325,000

Investment Custodial Services Limited <990025995> 1 .93% 280,881

Custodial Services Limited <A/C 3> 1 .71% 248,472

Custodial Services Limited <A/C 1> 1 .68% 245,000

Don Nominees Limited 1 .61% 234,944

Roger Dixon Armstrong 1 .59% 231,665

Deirdre Elizabeth Tallott 1 .47% 214,444

FNZ Custodians Limited <DRP NZ A/C> 1 .32% 192,143

Investment Custodial Services Limited <990027046> 1 .24% 180,000

Zealandia Associates Limited 1 .11% 162,000

Anna Lake 1 .10% 160,000

Grand Total 76.51% 11,137,113

A total of 14,559,810 shares were on issue (2017: 14,059,810) .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

Solution Dynamics Limited

32.1 Size of Shareholding as at 18 July 2018

Holdings Shareholders Shares Held % of Total

1-999 63 7,110 0 .0%

1,000-4,999 39 82,031 0 .6%

5,000-9,999 28 170,152 1 .2%

10,000-49,999 47 880,698 6 .0%

50,000-99,999 16 1,123,597 7 .7%

100,000 and over 29 12,296,222 84 .5%

TOTAL 222 14,559,810 100.0%

32.2 Substantial Security Holders

According to notices given under the Financial Markets Conduct Act 2013, the following persons were

substantial shareholders in Solution Dynamics Limited as at 21 July 2018:

Shareholder % of Total Shares

New Zealand Permanent Trustees Limited (The Aspiring Fund) 11 .33% 1,649,343

Meta Capital Limited (John McMahon) 10 .34% 1,504,801

Philip Hadfield Hardie Boys (P & K Hardie Boys Family A/C) 8 .59% 1,250,000

Indrajit Nelson Sivasubramaniam & Tracey Lee Sivasubramaniam 6 .66% 970,000

Michael Charles Hare (& others) 5 .08% 740,000

33 . BUSINESS COMBINATIONS

During the year ended 30 June 2018, the Group acquired the business and assets of Auckland-based

scanning services and technology provider Scantech Limited (Scantech) acquired 1 April 2018 and of United

States-based technology company DigitalToPrint Inc . and its related companies (DTP) acquired 1 May 2018

for an aggregate purchase consideration of $1 .05 million .

The Company obtained full control of these businesses by acquiring the assets of the Company, including

property leases and some staff .

The acquisition includes contingent consideration determined by the Directors to be $335,000 based upon

achieving sales targets within 12-months of acquisition date . The range of possible contingent consideration

is nil to $1 .21 million .

Details of the assets and liabilities acquired for these acquisitions are as follows:

$000

Purchase Consideration

Cash paid during the period 712

Estimate of earnout related to acquisitions (payable within 12-months of acquisition) 335

Total Estimated Consideration 1,047

Fair value of assets arising from the acquisitions -

Property plant and equipment 75

Intangible assets software 531

Intangible assets customer contracts 441

Goodwill – arising on deferred tax 123

Less liabilities assumed:

Deferred tax liability on customer contracts (123)

Total 1,047

|
47

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

for the year ended 30 June 2018

The contribution of these businesses to the Group results for the year ended 30 June 2018 was revenue of

$248,000 and an operating loss before interest, income tax and amortisation of intangibles of $60,000 . Legal

and other costs incurred during the year ended 30 June 2018 related to these acquisitions (note 5) totalled

$118,000, these are non-deductible for tax purposes .

Had the business combinations taken place at the beginning of the accounting period 1 July 2017, Group

revenues would have increased to $25 .4 million and profit before income tax would have been $1 .8 million .

34 . EVENTS AFTER THE REPORTING DATE

On 30 August 2018, the directors approved the payment of a fully imputed dividend of 3 .50 cents per share

amounting to $509,593 to be paid on 21 September 2018 (2017: The directors approved the payment of a

fully imputed dividend of 3 .25 cents per share, amounting to $456,944 .

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Nature of Business

Data management, electronic digital printing, document distribution, web presentment and archiving,

fulfilment, print services, scanning, data entry and document management .

Directors

John McMahon – Chairman

Elmar Toime

Julian Beavis

Indrajit Nelson Sivasubramaniam (Nelson Siva) –

Chief Executive Officer


Auditors

Grant Thornton New Zealand Audit Partnership

Grant Thornton House

152 Fanshawe Street

AUCKLAND

Bankers

ANZ National Bank Limited

Level 20, ANZ Centre

23 - 29 Albert Street

AUCKLAND

Legal Representative

Stephen Layburn

Commercial Barrister

Level 3, 175 Queen Street

AUCKLAND

Share Registry

Computershare Investor Services

Level 2, 159 Hurstmere Rd

Takapuna

AUCKLAND

Private Bag 92119

Auckland Mail Centre

AUCKLAND 1142

Registered Office and address for service

18 Canaveral Drive

Albany

AUCKLAND

PO Box 301248

Albany

AUCKLAND 0752

Tel: +64 (9) 970-7700

Solution Dynamics (International) Limited

Lancaster Court, 8 Barnes Wallis Road,

Fareham, PO15 5TU

Hampshire

UNITED KINGDOM

Tel: +44 1489 668219

Solution Dynamics Incorporated

260 Madison Avenue, 8th floor

New York, New York 10016

UNITED STATES of AMERICA

Tel: +1 (917) 319 5625

Déjar International Limited

18 Canaveral Drive

Albany

AUCKLAND

PO Box 301248

Albany

AUCKLAND 0752

Tel: +64 (9) 970-7700


COMPANY DIRECTORY

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51

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SOLUTION DYNAMICS

ON THE WEB

www.solutiondynamics.com

www.dejar.com

www.bremy.com

www.digitaltoprint.com

www.scantech.co.nz

www.solutiondynamics.com

---

Reporting Period12 months to 30 June 2018
Previous reporting period12 months to 30 June 2017

Amount NZ$ 000'sPercentage change

$22,732Up by 13.7%

$1,332Up by 1.7%

$1,323Up by 0.92%

Amount per securityImputed amount

Final$0.03500$0.01361

17 September 2018

21 September 2018

FY2018FY2017

$0.39856$0.38905

Dividend payment date

Comments

Net Tangible Assets per Share

Please read this in conjunction with the attached results release and audited

financial statements for the 12 months ended 30 June 2018.

Interim / Final Dividend

Solution Dynamics Limited (SDL)

Results for announcement to market

Revenue from ordinary activities

Profit (loss) from ordinary activities after tax attributable to security holder

Net profit (loss) attributable to security holders

Record Date

---

APPENDIX 4 – NZAX Listing Rules
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NZAX Listing Rule 7.11.2. For rights, NZAX Listing Rules 7.9.8 and 7.9.9. details on additional pages)

For change to allotment, NZAX Listing Rule 7.10.1, a separate advice is required.

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of Issuer

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Authority for event,

make this notice

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Contact phone

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numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

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change


whether:

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If more than one security is affected by the event, use a separate form.

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class of securities

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Payable or Exercise Date

Tick if

provide an

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ORexplanation

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Monies Associated with Event

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Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZAX Listing Rule 7.11.4

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

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Withholding Tax(Give details)

Timing

(Refer Appendix 5 in the NZAX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

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Notice DateAllotment Date

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conversion notices mailedMust be within 5 business days

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OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

17 September 201821 September 2018

$$0.002431$0.013611

$

NZ$

$509,593

Date Payable

Enter N/A if not

applicable

NZSDLE0001S8

In dollars and cents

RETAINED EARNINGS

$0.0350

ORDINARY SHARES

+ 64 9 970 7781+64 9 970 780030082018

EMAIL: announce@nzx.com

Notice of event affecting securities

SOLUTION DYNAMICS LIMITED

CHRIS VEALEDIRECTORS RESOLUTION

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.