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Wellington Drive 2018 Interim Report

Earnings Results27 September 2018AOFFinancials

Interim Report
June 2018

Contents
Overview

1. The Wellington Business is Changing

3. Chairman and CEO Report

9. Interim Consolidated Statement of Comprehensive Income

10. Interim Consolidated Statement of Movements in Equity

12. Interim Consolidated Statement of Financial Position

13. Interim Consolidated Cash Flow Statement

14. Notes to the Interim Consolidated Financial Statements

24. Directory

® is a registered Trade Mark of Wellington Drive Technologies Ltd

There are statements in this document that are “forward-looking statements”. As these forward-looking

statements are predictive in nature, they are subject to a number of risks and uncertainties relating to

Wellington, its operations, the markets in which it competes and other factors (some of which are beyond the

control of Wellington).

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

Wellington's financial year is 31 December.

1
INTERIM REPORT JUNE 2018

The Wellington business is changing

The Wellington business is changing rapidly, as customers’ needs and priorities progress and the

world moves ever faster towards a digital future. Food and beverage customers, while still focused

on energy efficiency and cost reduction, are increasing their efforts to acquire technologies that

will help them connect directly with consumers. Food and beverage brands are increasingly

leveraging connectivity solutions, software solutions and associated products to improve sales

revenues and margins.

Wellington is constantly adapting to these changing market

dynamics by developing new IoT (Internet of Things) solutions

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

ECR2™, for existing and new customers. Revenue from these

new products has increased fourfold in the last two years

as the company has developed IoT product lines within the

traditional bottle cooler segment and in new markets such as

supermarket display and food service.

Wellington is no longer simply a motor company. It is

developing and acquiring IoT technologies that help food and

beverage brands better manage their point of sale equipment

(including coolers) and help them grow their sales by

enabling direct connection with the consumer. Wellington is

providing actionable insights into point of sale equipment that

directly improves business performance for food and beverage customers.

New investments in IoT solutions and software services, and a focus on EC motors outside of the

traditional bottle cooler market, has led to the exploration of opportunities in the broader food and

beverage segment.

2018 will see the finalisation of the company’s 2022 Vision and a refreshed growth strategy. This

will be delivered through an expanding range of products and services, winning customers in

new adjacent markets. All of this is underpinned by the company’s core strengths in execution,

‘customer first’ driven product development, engineering expertise and customer service.

An ecosystem that delivers

Actionable Insights

2. DELIVERY INFORMATION

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1. SMART MAINTENANCE:

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3. ASSET UTILISATION

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4. SALES MEASUREMENT & IMPROVEMENT

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Wellington’s purpose is to deliver

actionable insights and solutions

that assist our customers to improve

their business performance. We

achieve this with the development

of Internet of Things (IoT) solutions

and energy-efficient motors

for leading food and beverage

brands as well as refrigerator

manufacturers. Our personal

service, reliable products, smart

solutions and relentless pursuit of

excellence drives us and continues

to lead in the market.

2
INTERIM REPORT JUNE 2018

Products and Solutions

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

ranging from energy efficient motors, IoT hardware and data services, and the digital solutions

needed for our customers to connect directly with retailers and consumers.

Currently Wellington’s branded product offerings include:

IoT Hardware – IoT products designed to track and manage

coolers and connect wirelessly with the consumer in front of

the cooler or food dispenser. Products include SCS™ Connect,

SCS™ Motion Sensor and SCS™ Click, all of which are used to

deliver fleet management and connectivity capability for food

and beverage brand customers.

Proximity Technology – A range of industry standard

connectivity solutions, customised to meet customers’ needs

and either embedded in Wellington hardware or offered

as standalone products through iProximity. The Company

is able to offer standalone Bluetooth beacons, Near Field

Communication (NFC) tags and QR codes based consumer

engagement solutions. The proximity technologies enable

consumers to interact with the cooler, display shelf or other

point of sale equipment, and get information and promotions

on the product they wish to purchase.

Smarter Coolers Platform - Data and reporting services

built around mobile apps. SCS™ Field, SCS™ SalesForce and

SCS™ Report provide the management platform to deliver a

range of point of sale fleet management services to customers.

Our newly released SCS™ Retailer is a retailer app that enables

store management to control and improve the performance of

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

every SCS™ Connect and SCS™ Click sold and is integrated

with the iProximity mobile app set. Wellington has an ‘App

Centric’ approach to delivering tools to clients.

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

built on the Cloud, provides the enterprise system that gives

customers the ability to engage directly with the consumer,

manage large promotion campaigns, and deliver content at

‘point of sale’ in front of the cooler or food dispenser.

Energy Efficient EC Motors – The next generation ECR2

platform and the more mature ECR1, ECR82 and ECR92

platforms continue to deliver low cost, highly reliable and

efficient airflow solutions to refrigeration manufacturers.

These are electronic motors designed to improve reliability,

reduce operating costs and reduce the carbon footprint of

commercial coolers. The new ECF™ Fanpack brand is focused

on delivering a fully integrated airflow solution to supermarket

equipment manufacturers.

Standard shaded pole motors – For customers wanting the

economy of shaded pole motors, Wellington offers a range of

Q frame shaded pole fan motors under our AirMoVent™ (AMV)

brand. These motors are designed for lower cost bottle cooler

applications and are often used as a precursor to a customer

investing in ECR™ motors.

3
INTERIM REPORT JUNE 2018

Chairman and CEO Report

Financial Highlights

ü Significant revenue growth – New Zealand dollar revenue for the 6 months ended 30

June 2018 was $28.1 million, an 18% increase compared to the same period last year. This

compared to previous guidance of an increase of around 10%. Revenue in the second quarter

was $16.3 million, compared to $11.1 million for the same quarter in 2017, a 47% increase.

Second quarter revenue was the largest single quarter revenue in the company’s history.

ü Gross margin increased by $1m - Gross margin increased from $5.9 million in first half 2017,

to $6.9 million this half year at a consistent 25% rate.

ü Earnings improvement - Earnings before interest, taxation, depreciation, amortisation and

impairment (EBITDA) for the first half improved to $1.1 million compared to $1.0 million for the

same period in 2017. Earnings before interest and taxation (EBIT) improved to $0.3 million

compared to $0.2 million in 2017.

ü Loss reduced – The company made a net loss of $0.2 million for the half, an improvement on

the $0.5 million loss for the same period last year. The improvement in net loss is more than

the relative EBITDA improvement due to the cessation of preference share interest costs in May

2017.

ü Cash at $2.6 million – The company generated operating and investing cash inflows in the

first half of $0.5 million, compared to a cash outflow of $0.9 million for the same period in 2017,

a $1.4 million improvement. Cash at 30 June 2018 was $2.6 million compared to $1.6 million

at 31 December 2017. Net debt at 30 June was $0.6 million versus net debt of $1.0 million at

December 2017.

4
INTERIM REPORT JUNE 2018

ü iProximity acquisition completed – The acquisition of iProximity, an Australian based digital

marketing company, was completed on 2 July 2018.

ü IOT & New products drive growth – New products continued to gain strong uptake,

contributing 65% of sales during the half. IoT hardware grew 45% and IoT data 88% during the

half.

ü Customer wins - The company added its first dairy products customer to the portfolio,

with deliveries of the SCS Connect IoT platform starting in the first quarter. This customer is

expected to reach US$1 million of revenue by early 2019 and is an indicator of how Wellington’s

IoT solutions are being used beyond carbonated soft drink brands. The dairy sector is an

important target market for the IoT platform. This platform will help improve management of in-

store dairy coolers and facilitate improved management of food quality and loss for the industry.

Revenue

Overall revenues grew a pleasing 18% this half year. Wellington’s US$ revenue for the largest

region (the Americas) grew by 28% due to strong sales of ECR2 motors and the SCS Connect IoT

platform. The main supermarket and food display OEM customer in the USA continued to adopt

ECR2 in more of its cooling applications. Asia-Pacific revenue was flat year-on-year as regional

customers moved more slowly than expected towards IoT adoption and brands reduced their

cooler placements. EMEA region US$ revenue was down 12%, driven by lower volumes from

bottle cooler customers in markets impacted by macro-economic difficulties, such as Turkey and

Southern Europe. EMEA did, however, see significant growth in its supermarket display customer

base as ECR2 motor US$ revenues increased by 83% over the comparable period in 2017.

Revenue growth continues to

be driven by IoT and ECR2

motor product sales. In

first quarter 2018, motors

represented 66% of the

company’s US$ revenue

while IoT solutions were 29%.

In second quarter, motors

were 64% of the company’s

total US$ revenue while IoT

solutions were 32%.

Wellington is continuing to

diversify beyond its historic

reliance on the bottle cooler

EC motor market. SCS

Connect hardware sales

were 45% higher than for the

comparable period in 2017.

SCS Data revenues continued

to grow with US$0.7 million

invoiced in the half, an 88%

increase versus 2017. The ECR2 motor unit sales were 46% higher and they now surpass ECR01

motor volumes, which while lower than ECR2, did increase by 12%. Sales to the company’s two

largest supermarket and food service refrigeration customers continued to grow - together they

contributed 31% of total ECR2 motor sales.

Consistent Growth

Revenue by Business

5
INTERIM REPORT JUNE 2018

Gross profit

The company came under

price pressure in its EC motor

business towards the end of

2017 and responded to remain

competitive. Additional one-

time costs of $0.2 million, a

0.9% impact on gross margin,

were incurred to successfully

manage the global electronic

component shortage situation.

These incremental spot buying

costs ensured alternate

components were secured and

that all customer demand in the

period was met. Component

shortages are easing, but are

expected to continue well into

2019.

Operating costs

Operating costs for the period were consistent in percentage terms at 21% of revenue (1H18:

$5.9m; 1H17: $5.1m). Operating spending increased as the company continued to invest in the

skills and infrastructure required to realise strategic opportunities. This supports a broadening

product range and diversifying customer base. To support further growth an investment has been

made in talent in key areas such as customer management, marketing and software development.

Profitability was also affected by capitalisation of development time reducing by $0.4 million

as some development engineers were redeployed to modifying existing products to resolve

component shortage issues rather than development of future products.

Balance Sheet

The company generated cash in the first half. Cash at 30 June 2018 was $2.6 million compared

to $1.6 million at 31 December 2017. Net debt at 30 June was $0.6 million versus net debt of $1.0

million at December 2017. Operating cash flows for the six months amounted to $1.8 million, up

from $0.3 million for the corresponding period in 2017. Net operating and investing cash flows (or

free cash flow) amounted to $0.5 million for the six months, a $1.4 million improvement.

Inventory management continued to be a highlight with 7.6 inventory turns achieved in the six

months, compared to 4.6 turns for the same period last year. However, several customers have

recently mandated higher levels of locally held inventory to support shorter lead-times and

increased product mix, which will increase Wellington’s stock levels during the second half of the

year. In the second quarter, one of the company’s larger customers decided to extend payment

terms for all its suppliers, because of beverage brands extending their terms. This extended

payment cycle is expected to continue for the foreseeable future.

The US$0.6m loan from Meta Capital Limited was repaid on 31 May 2018. A new loan for US$0.6m

from Meta Capital was advanced on 29 June 2018 to partially fund the iProximity acquisition

settlement and support extended terms with selected customers. After the period end, a $2.5

million loan was secured from Onimeg Investments (refer detail in Outlook section below).

Margin Expansion

Gross margin $ continues to increase

6
INTERIM REPORT JUNE 2018

2018 Strategic Priorities Update

The focus for 2018 is a refresh of the company’s long-range vision and growth strategy; one that

best aligns investment and plans with the changing nature of customers’ needs and further product

offerings. Initiatives and actions are being worked on to deliver sales growth and position the

business to achieve its long term aspirational growth objectives.

The top priorities for 2018 are:

1 Complete the development of Wellington’s 2022 vision

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

expansion

3 Develop new market opportunities for Wellington’s IoT solutions beyond the carbonated soft

drink market

4 Commence new product development projects for IoT hardware, software and EC motors

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

growth strategy

The company’s updated growth vision for 2022 is being finalised as part of its fourth quarter

planning cycle. The growth plans that accompany this vision are expected to include the

development new IoT and EC Motor products, developing new customers in existing food and

beverage markets and accessing new adjacent markets. IoT and digital solutions will be key

themes in the updated growth plan, underpinned by EC Motors.

iProximity field trails continue into the second half of 2019, with projects ranging from helping

customers in the ambient food sector track and manage their display shelf assets to partnering

with refrigeration manufacturers and brands on providing Apps to connect with consumers and

storekeepers.

After working through the first half on an important customer collaboration projects, in September

2018 the company was pleased to announce a collaboration with New Zealand based Skope

Industries in the development of its new ActiveCore™ Refrigeration Product range. Wellington

supported Skope in the development of its Skope Connect App and Skope enhanced

ActiveCore’s™ energy efficient credentials by using Wellington’s ECR2 motors.

Possible Adjacent MarketsCurrent Markets

Consumer Facing Refrigeration

What's next?

7
INTERIM REPORT JUNE 2018

The company has now completed an upgrade of its IT systems, include upgraded security for its

servers and data storage and a migration to Microsoft 365 Cloud based IT services. This is a first

step in ensuring the company utilises the latest and most advanced IT and information systems as

it continues to grow its revenues and provide IoT and Data services to its customers, services that

require robust data storage and security systems.

Our Apps Drive Customer Adoption

8
INTERIM REPORT JUNE 2018

Outlook 2018

Revenue for the second half of 2018 is expected to be consistent with the first half, with EBITDA


around $1 million. The previous guidance of EBITDA between $2 to 4 million is being narrowed to

between $2 to $3 million, and the achievement of a net profit remains a target. Wellington should

generate a positive operating cash flow in FY2018.

The extension of

customer payment

terms, the increased

demand for higher levels

of locally-held inventory,

the opportunity to

accelerate investment in

several high growth IoT

projects and repayment

of existing debt caused

the board to explore and

review a range of funding

alternatives to ensure a

significant rate of growth

continues.

As a result of this review,

on 3 September the

company announced

that it had secured a $2.5

million loan from Onimeg

Investments. This loan is for a 12-month term and will be used to fund the repayment of the $2

million loan from Smartshares Limited that is due to be repaid in March 2019. The Meta Capital

Limited loan of US$600,000 has also been extended to a June 2019 repayment date. With these

new facilities in place the company is well positioned to repay existing debt, manage changes in

customer payment terms and locally-held customer inventory, and to commence investment in new

IoT projects.


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

Tony Nowell,

CNZM Greg Allen

Chairman Chief Executive Officer

Footnote:

EBITDA (Earnings before interest, taxation, depreciation, amortisation and impairment) and EBIT (Earnings

before interest and taxation) are non-GAAP earnings figures that equity analysts tend to focus on for

comparable company performance analysis. The company considers that EBITDA is a useful financial indicator

because it avoids the distortions caused by the differences in amortisation and impairment policies and the

impact of fair value changes. The calculation of EBITDA is set out on page 9.

Gross margin is the gross profit percentage calculated from revenue and gross profit.

Improved Earnings and Cashflow

Guidance tightened to NZ$2-3m

1.


Consolidated Interim Statement of Comprehensive

Income




Six months ended

Unaudited

Year ended

Audited

30 Jun 2018 30 Jun 2017 31 Dec 2017

Note $000s $000s $000s

Revenue

2.1,2.2

28,042 23,775 43,308

Cost of goods sold (21,127) (17,865) (32,967)

Gross profit 6,915 5,910 10,341

Other income

2.3

108 151 251

Operating expenses

2.4

(5,928) (5,060) (10,054)

Earnings before interest, taxation,

depreciation, amortisation and impairment

1,095 1,001 538

Depreciation

3.5

(153) (142) (301)

Amortisation

3.6

(673) (654) (1,245)

Impairment

3.6

- (24) -

Earnings before interest and taxation 269 181 (1,008)

Finance income

4.2

2 5 45

Finance expenses

4.2

(364) (700) (934)

Loss before income tax (93) (514) (1,897)

Income tax expense (88) (8) (83)

Loss for the period


(181) (522) (1,980)

Other comprehensive income:

Items that may be reclassified subsequently

to the profit or loss:



Exchange differences on translating operations

262 (268) (121)

Cash flow hedge

(18) 92 15

Income tax relating to comprehensive income

- - -

Other comprehensive income / (loss) for the

period

244 (176) (106)

Total comprehensive gain (loss) for the period

$63 ($698) ($2,086)


Loss for the period attributable to the

Owners of the Company

($181) ($522) ($1,980)

Total comprehensive gain (loss) attributable

to the Owners of the Company


$63 ($698) ($2,086)


Basic earnings per share – cents

2.5

(0.07) (0.20) (0.77)

Diluted earnings per share – cents

2.5

(0.07) (0.20) (0.77)



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

accompanying notes.

9
INTERIM REPORT JUNE 2018

1.


Consolidated Interim Statement of Comprehensive

Income




Six months ended

Unaudited

Year ended

Audited

30 Jun 2018 30 Jun 2017 31 Dec 2017

Note $000s $000s $000s

Revenue

2.1,2.2

28,042 23,775 43,308

Cost of goods sold (21,127) (17,865) (32,967)

Gross profit 6,915 5,910 10,341

Other income

2.3

108 151 251

Operating expenses

2.4

(5,928) (5,060) (10,054)

Earnings before interest, taxation,

depreciation, amortisation and impairment

1,095 1,001 538

Depreciation

3.5

(153) (142) (301)

Amortisation

3.6

(673) (654) (1,245)

Impairment

3.6

- (24) -

Earnings before interest and taxation 269 181 (1,008)

Finance income

4.2

2 5 45

Finance expenses

4.2

(364) (700) (934)

Loss before income tax (93) (514) (1,897)

Income tax expense (88) (8) (83)

Loss for the period


(181) (522) (1,980)

Other comprehensive income:

Items that may be reclassified subsequently

to the profit or loss:



Exchange differences on translating operations

262 (268) (121)

Cash flow hedge

(18) 92 15

Income tax relating to comprehensive income

- - -

Other comprehensive income / (loss) for the

period

244 (176) (106)

Total comprehensive gain (loss) for the period

$63 ($698) ($2,086)


Loss for the period attributable to the

Owners of the Company

($181) ($522) ($1,980)

Total comprehensive gain (loss) attributable

to the Owners of the Company


$63 ($698) ($2,086)


Basic earnings per share – cents

2.5

(0.07) (0.20) (0.77)

Diluted earnings per share – cents

2.5

(0.07) (0.20) (0.77)



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

accompanying notes.

10
INTERIM REPORT JUNE 2018

2.


Consolidated Interim Statement of Movements in Equity

Share Accumulated Other Total

capital losses reserves equity


Note $000s $000s $000s $000s

Unaudited for the six months ended 30 June 2018

Equity at beginning of period 123,608 (114,106) (2,367) 7,135

Adjustment arising on adoption of NZ

IFRS 15

- (19) - (19)

Comprehensive income:

Loss for period

- (181) - (181)

Other comprehensive income:

Exchange differences on translation

operations

- - 262 262

Cash flow hedge

- - (18) (18)

Income tax relating to other

comprehensive income

- - - -

Total comprehensive income - (181) 244 63

Share option compensation expensed - - 8 8

Contributions of equity net of costs

4.3

- - - -

Equity at end of period $123,608 ($114,306) ($2,115) $7,187



Unaudited for the six months ended 30 June 2017

Equity at beginning of period 117,192 (112,126) (2,317) 2,749

Comprehensive income:

Loss for period

- (522) - (522)

Other comprehensive income:

Exchange differences on translation

operations

- - (2 68) (268)

Cash flow hedge - - 92 92

Income tax relating to other

comprehensive income

- - - -

Total comprehensive income - (522) (176) (698)

Share option compensation expensed


- - 47 47

Contributions of equity net of costs

4.3

6,416 - - 6,416

Equity at end of period $123,608 ($112,648) ($2,446) $8,514



3.


Consolidated Interim Statement of Movements in Equity - continued

Share Accumulated Other Total

capital losses reserves equity


Note $000s $000s $000s $000s

Audited for year ended 31 December 2017

Equity at beginning of period 117,192 (112,126) (2,317) 2,749

Comprehensive income:

Loss for period

- (1,980) - (1,980)

Other comprehensive income:

Exchange differences on translation

operations

- - (121) (121)

Cash flow hedge - - 15 15

Income tax relating to other

comprehensive income

- - - -

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

Share option compensation expensed


- - 56 56

Contributions of equity net of costs


6,416 - - 6,416

Equity at end of period $123,608 ($114,106) ($2,367) $7,135




The above Consolidated Interim Statement of Movements in Equity should be read in conjunction with the

accompanying notes.

11
INTERIM REPORT JUNE 2018

3.


Consolidated Interim Statement of Movements in Equity - continued

Share Accumulated Other Total

capital losses reserves equity


Note $000s $000s $000s $000s

Audited for year ended 31 December 2017

Equity at beginning of period 117,192 (112,126) (2,317) 2,749

Comprehensive income:

Loss for period

- (1,980) - (1,980)

Other comprehensive income:

Exchange differences on translation

operations

- - (121) (121)

Cash flow hedge - - 15 15

Income tax relating to other

comprehensive income

- - - -

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

Share option compensation expensed


- - 56 56

Contributions of equity net of costs


6,416 - - 6,416

Equity at end of period $123,608 ($114,106) ($2,367) $7,135




The above Consolidated Interim Statement of Movements in Equity should be read in conjunction with the

accompanying notes.

12
INTERIM REPORT JUNE 2018

4.


Consolidated Interim Statement of Financial Position





Unaudited


Audited

30 Jun 2018 30 Jun 2017 31 Dec 2017

Note $000s $000s $000s

Current Assets

Cash and cash equivalents 2,589 1,157 1,563

Trade and other receivables

3.1

17,822 11,450 11,690

Derivative financial instruments


- 57 6

Inventories

3.2

3,486 4,133 3,025

Total current assets 23,897 16,797 16,284


Non-Current Assets

Plant and equipment

3.5

1,228 918 948

Intangible assets

3.6

7,337 6,076 6,931

Investments

3.7

175 - -

Total non-current assets 8,740 6,994 7,879


Total assets 32,637 23,791 24,163


Current Liabilities

Trade and other payables

3.3

19,472 12,426 12,703

Deferred income

2.2

1,426 446 526

Provisions

3.4

423 316 377

Borrowings – current portion

4.1

2,980 26 591

Derivative financial instruments


125 - -

Total current liabilities 24,426 13,214 14,197

Non-Current Liabilities

Borrowings

4.1

177 1,521 2,007

Deferred income

2.2

847 542 824

Total non-current liabilities 1,024 2,063 2,831

Total liabilities 25,450 15,277 17,028



Net assets $7,187 $8,514 $7,135


Equity


Contributed equity

4.3

123,608 123,608 123,608

Accumulated losses


(114,306) (112,648) (114,106)

Other reserves


(2,115) (2,446) (2,367)

Total equity $7,187 $8,514 $7,135




The above Consolidated Interim Statement of Financial Position should be read in conjunction with the

accompanying notes.

13
INTERIM REPORT JUNE 2018

5.


Consolidated Interim Cash Flow Statement




Six months ended

Unaudited

Year ended

Audited

30 Jun 2018 30 Jun 2017 31 Dec 2017

Note $000s $000s $000s

Cash flows from operating activities

Receipts from customers exclusive of

GST/VAT

23,313 22,361 41,406

Payments to suppliers and employees

exclusive of GST/VAT

(21,134) (21,540) (40,605)

Interest received 2 5 45

Interest paid (290) (288) (522)

Taxation (paid) / received (101) 23 (24)

Net GST/VAT received / (paid) 4 (250) 957

Net cash inflow from operating activities 1,794 311 1,257

Cash flows from investing activities

Payments for plant and equipment (374) (108) (260)

Payments for intangible assets (725) (1,134) (2,358)

Payment – deposit for iProximity acquisition (163) - -

Proceeds from sale of plant and equipment - 4 -

Net cash outflow from investing activities (1,262) (1,238) (2,618)

Cash flows from financing activities

Cash proceeds from share issues, net of

issue costs


- (12) (13)

New loan drawdowns

4.1

1,143 - 1,083

Loan repayments

4.1

(848) - -

Finance lease borrowing


251 - -

Finance lease repayments


(20) (14) (25)

Net cash inflow from financing activities 526 (26) 1,045


Net increase / (decrease) in cash and cash

equivalents

1,058 (953) (316)

Cash and cash equivalents at the beginning of

the financial period

1,563 2,099 2,099

Effect of exchange rate movements on cash (32) 11 (220)

Cash and cash equivalents at end of period $2,589 $1,157 $1,563




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

notes.

14
INTERIM REPORT JUNE 2018

6.


Notes to the Interim Financial Statements

for the six months ended 30 June 2018


1. Basis of preparation


1.1 General Information

Wellington Drive Technologies Limited (the “company”) and its subsidiaries (together the “group”) develop,

manufacture, market and sell energy saving, electronically-commutated (EC) motors, connected controllers and

fans for worldwide use.

The company is a limited liability company incorporated and domiciled in New Zealand. The address of its

registered office is 21 Arrenway Drive, Rosedale, Auckland 0632. The company is registered under the Companies

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

statements have been prepared in accordance with the requirements of Part 7 of the Financial Markets Conduct Act

2013 and the NZX Main Board Listing Rules.

These interim financial statements do not include all the notes and disclosures set out in the annual report. As a

result, this report should be read in conjunction with the annual financial statements for the year ended 31

December 2017.

These consolidated interim financial statements have been approved for issue on 29 August 2018 and have not

been audited.


1.2. Accounting Policies

These consolidated interim financial statements have been prepared in accordance with generally accepted

accounting practice in New Zealand. They comply with New Zealand International Accounting Standard 34: Interim

Financial Reporting and International Accounting Standard 34: Interim Financial Reporting. The group is a for-profit

entity for the purposes of financial reporting.


Other than as disclosed below, all significant accounting policies adopted in the preparation of these consolidated

interim financial statements have been applied on a basis consistent with those used in the audited financial

statements of the group for the year ended 31 December 2017.


Application of NZIFRS 15 Revenue from Contracts from Customers – Application of NZIFRS 15 which

became effective on 1 January 2018 resulted in a contract with an overseas distributor being treated as an

agency service contract instead of a principal goods purchase and sale contract. This resulted in a reduction

in revenue and cost of sales for the six months ended 30 June 2018 with an adjustment to accumulated

losses brought forward for the impact on prior periods.


Application of NZIFRS 9 Financial Instruments – Application of NZIFRS 9 which became effective on 1

January 2018 had no impact on these financial statements.


(a) Going concern convention

The group reported a loss after tax of $181,000 (2017: $522,000) and cash flows inflows from operating activities of

$1,794,000 (2017: $311,000) for the six months ended 30 June 2018. As at 30 June 2018, the group had cash of

$2,589,000 (2017: $1,157,000) and net assets of $7,187,000 (2017: $8,514,000). As at 30 June 2018, the group

had excess current liabilities over current assets of $529,000. On 2 July 2018 the group paid A$1.1 million on

closing the acquisition of iProximity.

The group is forecasting to be EBITDA profitable in 2018, is targeting the achievement of a net profit and is

forecasting to generate cash inflows from its operating activities. Forecasts include judgements and estimates over

key assumptions relating to future revenue growth, gross margins, operating costs and capital expenditure. It

should be noted that by their very nature forecasts include inherent uncertainty and actual results may vary from

those forecasts.

15
INTERIM REPORT JUNE 2018

7.


The company has since balance date received an offer of funding which will enable the repayment of the

Smartshares Limited loan on due date. The offer is for a $2.5 million loan repayable in September 2019. Meta

Capital has also offered to extend the repayment date of its loan into 2019. It is the considered view of the

Directors that the Group will have access to adequate resources to meet its ongoing obligations for at least a period

of 12 months from the date of signing these consolidated financial statements.

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

financial statements.


(b) Functional and presentation currency

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

primary economic environment in which the entity operates (“the functional currency”). The company’s functional

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

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

thousand, which is the group’s presentation currency. The presentation currency remains New Zealand dollars due

to the company’s shareholder base being concentrated in New Zealand.

16
INTERIM REPORT JUNE 2018

8.


2. Results for the period


2.1 Segment information

(a) Reportable segments

At 30 June 2018, the group is organised on a global basis into one operating segment – the marketing, sale,

manufacture and development of electric motors and associated electronics and software. The interim financial

statements therefore reflect the results and financial position of the segment.

(b) Geographical segments

The group operates in three main geographical areas, alt hough it is managed on a global basis.


Six months ended Year ended

30 Jun 2018 30 Jun 2017 31 Dec 2017

Revenue by Destination $000s $000s $000s

Americas

24,043 19,395 35,939

Asia / Pacific (APAC)

1,962 2,005 3,562

Europe / Middle East / Africa (EMEA)

2,037 2,375 3,807

Total

$28,042 $23,775 $43,308

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


2.2 Revenue

Six months ended Year ended

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Product revenue

27,858 23,633 43,081

Services revenue

184 142 227

Total

$28,042 $23,775 $43,308


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

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

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

when delivery of the goods to the customer takes place.

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

The company has received income in previous years amounting to USD 212,000 in connection with the

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

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

company has also received revenue of USD 672,000 in the period (June 2017: USD 372,000) from the sale of data

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

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


2.3 Other income

Six months ended Year ended

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Net foreign exchange gains

106 126 215

Other

2 25 36

Total

$108 $151 $251


Net foreign exchange gains arise from normal trading activities except for the 6 months to 30 June 2017 when the

amount included a $61,000 gain arising from the revaluation of the mandatory convertible preference shares which

converted into ordinary shares in May 2017 (Year ended 31 December 2017 – a $60,000 gain).

17
INTERIM REPORT JUNE 2018

9.


2.4 Operating expenses


Six months ended Year ended

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Employee benefits

4,258 3,882 7,810

Rental expense relating to operating leases

159 143 270


2.5 Earnings per share


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

Basic EPS of a loss of 0.07 cents (June 2017 – loss of 0.20 cents) is calculated by dividing the loss attributable to

equity holders of the company of $181,000 (June 2017 - $522,000) by the weighted average number of ordinary

shares on issue during the year of 257,041,576 (June 2017 – 256,939,967).

Diluted EPS of a loss of 0.07 cents

* (June 2017 - loss of 0.20 cents) reflects any commitments the group has to

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

with the number of shares that would have been issued assuming the exercise of share options.

As at 30 June, the following instruments existed that are, or were, potentially dilutive of future earnings per share,

but were not included in the calculation of diluted EPS for that year because the effect in that year would have been

antidilutive:


Numbers of shares 30 Jun 2018 30 Jun 2017 31 Dec 2017

Part paid shares

12,703,070 12,703,070 12,703,070

US employee share options

1,914,601 1,914,601 1,914,601

* The June 2018 weighted average number of ordinary shares on issue for the purpose of the diluted EPS calculation includes

18,897,928 ordinary shares being the maximum number of ordinary shares that may be issued for deferred consideration

pursuant to the acquisition of iProximity (refer to note 5.3).

18
INTERIM REPORT JUNE 2018

10.


3. Operating assets and liabilities


3.1. Trade and other receivables


30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Trade receivables

16,948 10,608 11,146

Provision for doubtful debts

(113) (104) (107)

Net trade receivables

16,835 10,504 11,039

Prepayments

316 239 325

VAT/GST refunds due

585 620 259

Income tax refund due

14 1 22

Other receivables

72 86 45


$17,822 $11,450 $11,690


3.2. Inventories


30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Finished goods – at cost

2,661 2,726 2,271

Work in progress – at cost

639 1,176 549

Raw materials – at cost

281 299 267

Less inventory provisions

(95) (68) (62)

Total inventories

$3,486 $4,133 $3,025


3.3 Trade and other payables

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Trade payables

17,840 11,375 11,233

Employee entitlements

887 807 1,179

Income tax payable

- - 49

Accrued expenses

745 244 242


$19,472 $12,426 $12,703


3.4 Provisions

30 Jun 2018 30 Jun 2017 31 Dec 2017

Warranty provisions $000s $000s $000s

Carrying amount at start of period

377 253 253

Additional provisions recognised

118 168 300

Amounts used

(95) (93) (175)

Exchange adjustment

23 (12) (1)

Carrying amount at end of period

$423 $316 $377


The group sells products with warranty periods of up to five years. The terms of the warranty provide that the group

will repair or replace items that fail to perform satisfactorily. A provision is recognised based on historical data and

average levels of repairs and warranty claims experienced by the group. It is expected that the provision will be

utilised within one year as any product failures are typically exhibited within one year of sale.


19
INTERIM REPORT JUNE 2018

11.


3.5 Plant and equipment

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Net book amount at start of period

948 999 999

Additions

374 108 260

Depreciation

(153) (142) (301)

Disposals

- - -

Exchange adjustment

59 (47) (10)

Net book amount at end of period

$1,228 $918 $948



Depreciation

Plant and equipment

117 107 229

Office equipment, furniture & fittings

36 35 72


$153 $142 $301


Sale of plant and equipment

Gain on disposal

$- $4 $-


Capital commitments

Capital commitments contracted for at 30 June 2018 amounted to $169,000 (June 2017 $179,000)



3.6 Intangible assets

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Net book amount at start of period

6,931 5,914 5,914

Additions

725 1,134 2,358

Amortisation

(673) (654) (1,245)

Impairment

- (24) -

Exchange adjustment

354 (294) (96)

Net book amount at end of period

$7,337 $6,076 $6,931



Amortisation and impairment

Amortisation of intangible assets

$673 $654 $1,221

Impairment of intangible assets

- $24 $24



3.7 Investments

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

marketing solutions and consumer intelligence company. The agreement is an option expiring 28 August 2018 and

allows the company to acquire all the shares in iProximity. On 22 May 2018 the company gave notice that it will

exercise its option. See also note 5.3 for the impact.

20
INTERIM REPORT JUNE 2018

12.


4. Capital and financing costs


4.1 Borrowings


30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Current portion


Loan facility – Smartshares Limited

2,000 - -

Loan facility – Meta Capital Limited

890 - 564

Finance leases

90 26 27


$2,980 $26 $591



Non-Current portion


Loan facility – Smartshares Limited

- 1,500 2,000

Finance leases

177 21 7


$177 $1,521 $2,007


Loan facility – Smartshares Limited

In September 2016 the company secured a $2 million unsecured loan facility from Smartshares Limited (formerly

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

with the lender an extension of the facility to March 2019. Int erest is payable quarterly at 15.75% pa (14.75% until

September 2017). The facility has been drawn down to $2.0 million at balance date. A $20,000 annual revolver fee

is payable.


Loan facility – Meta Capital Limited

In November 2017 the company secured a USD 600,000 unsecured loan facility from Meta Capital Limited, a

company related to a director. USD 400,000 was drawn down in December 2017 and USD 200,000 in January

2018. The loan was repaid in May 2018. A new unsecured loan facility was entered into in May 2018 and USD

600,000 drawn down in June 2018. The loan is repayable in December 2018. Interest is payable at 12.5%.


4.2 Finance income and expenses

Six months ended Year ended

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s

Finance income


Change in fair value of embedded option

- - -

Other interest income

2 5 45


$2 $5 $45

Finance expense


Convertible preference shares:


-Amortisation of liability

- 329 329

-Preference shares coupon

- 125 82

-Change in fair value of embedded option

- 126 126


- 580 587

Interest payable to Smartshares Limited

155 110 244

Interest payable to Meta Capital Limited

49 - 8

Other interest

160 10 145


$364 $700 $934


21
INTERIM REPORT JUNE 2018

13.


4.3 Contributed equity



30 Jun 2018

Shares

30 Jun 2017

Shares

30 Jun 2018

$000s

30 Jun 2017

$000s

Ordinary shares – fully paid (a)

257,097,352 257,097,352 123,571 123,571

Ordinary shares – partly paid (b)

12,703,070 12,703,070 37 37

US employee share options (c)

1,914,601 1,914,601 - -

Total shares and options on issue

271,715,023 271,715,023 $123,608 $123,608



(a) Ordinary shares – fully paid


30 Jun 2018

Shares

30 Jun 2017

Shares

30 Jun 2018

$000s

30 Jun 2017

$000s

Opening balance of ordinary shares on issue

257,097,352 231,684,047 123,571 117,155

- Mandatory convertible preference shares that

converted to ordinary shares in May 2017 at

25.5 cents each

- 25,211,740 - 6,429

- Part paid shares exercised

- 201,565 - 19

- NZX charges relating to these transactions

- - - (32)

Ordinary fully paid shares on issue at period end

257,097,352 257,097,352 $123,571 $123,571

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

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

shares held.



(b) Ordinary shares – partly paid


Six months ended


30 Jun 2018

Shares

30 Jun 2017

Shares

30 Jun 2018

$000s

30 Jun 2017

$000s

Partly paid shares on issue at start of period

12,703,070 12,904,635 37 37

Issued

- - - -

Exercised

- (201,565) - -

Ordinary part paid shares on issue at period end

12,703,070 12,703,070 $37 $37


(c)

US employee share options (numbers)


30 Jun 2018 30 Jun 2017

Options outstanding at start of period

1,914,601 1,914,601

Granted / Exercised

- -

Outstanding at end of period

1,914,601 1,914,601



22
INTERIM REPORT JUNE 2018

14.


5. Other information


5.1 Related party transactions

(a) Directors

The names of persons who are directors of the company are on page 24.


(b) Key management personnel and compensation

Key management personnel compensation is set out below.

Key management personnel comprises of the

Directors, the Chief Executive Officer (CEO) and all the senior executives that report directly to the CEO.

Six months Six months

ended ended

30 Jun 2018 30 Jun 2017

$000s $000s

Salaries, fees and other short term benefits

987 1,007

Share based remuneration

4 35

Directors remuneration

70 70

Total

$1,061 $1,112


(c) Employee share based remuneration

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

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

grant of part paid shares or options are recognised as an expense over the vesting period. The proceeds received

net of any directly attributable transaction costs are credited to share capital when the partly paid share proceeds

are received or options are exercised.


(d) Meta Capital Limited loan

Meta Capital Limited is a company associated with a director, Mr J McMahon. Note 4.1 sets out details of the

agreements with Meta Capital Limited and the amounts outstanding at balance dates. Interest paid / payable to

Meta Capital Limited is disclosed in note 4.2.


(e) Smartshares Limited loan

Smartshares Limited is a substantial security holder. Note 4.1 sets out details of the agreements with Smartshares

Limited and the amounts outstanding at balance dates. Interest paid / payable to Smartshares Limited is disclosed

in note 4.2.


5.2 Contingencies and commitments

There are no material contingent liabilities or assets (June 2018).


5.3 Subsequent events

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

marketing solutions and consumer intelligence company. The agreement is an option expiring 28 August 2018 and

allows the company to acquire all the shares in iProximity. The consideration for the acquisition if the company

exercises its option includes both up-front payments and three year cash and share-based earn out targets as

follows:

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

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

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

business) for FY2018 and FY2019; and

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

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

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

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

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

23
INTERIM REPORT JUNE 2018

15.


On 22

nd

May the company gave notice that it will exercise its option to acquire all the shares in iProximity Pty

Limited (iPX) on 2 July 2018. A$1,100,000 was paid on 2 July 2018. The maximum number of Consideration

Shares that may be issued to the Vendors (i.e. assuming 100% achievement of EBIT and SCS™ sales objectives)

is 18,897,928.

The acquisition was completed on 2 July 2018. The accounting for the acquisition is currently under review and is

not completed.


5.4 Reconciliation of loss for the period to net cash inflow from operating activities




Six months ended

Unaudited

Year ended

Audited

30 Jun 2018 30 Jun 2017 31 Dec 2017

$000s $000s $000s



Loss after taxation for the period (181) (522) (1,980)


Adjustments for:

Depreciation, amortisation and impairment 826 820 1,546

Gain on disposal of plant & equipment - (4) -

Share based payments 8 47 56

Amortisation of borrowing - 329 329

Change in fair value of embedded option - 126 126

Inventory provision movements 33 (3) (9)

Doubtful debt provision movements 6 (44) (41)

Provision for warranty movements 46 63 124

Net foreign exchange differences (4) (313) 181

Increase in trade and other receivables (6,138) (2,391) (2,634)

Increase in deferred income 923 397 759

(Increase) / decrease in inventories (494) (669) 445

Increase in trade and other payables 6,769 2,475 2,355

Net cash inflow from operating activities 1,794 $311 $1,257


24
INTERIM REPORT JUNE 2018

16.


Directory

Directors

Tony Nowell, Chairman

Dr Lisbeth Jacobs

John McMahon

Gottfried Pausch

Senior Staff

Greg Allen, Chief Executive Officer

Steven Hodgson, Senior Vice President Commercial

David Howell, Chief Technical Officer

Howard Milliner, Chief Financial Officer

Marc Tinsel, Head of Manufacturing

Peter Barnes, Global Quality Leader

David Burden, VP IoT Products and Marketing Solutions

Ali Karahasanoğlu, Sales Director, Europe / Eurasia

Erick Layseca-Flores, Business Development Manager, Americas

Gerardo Gonzalez, VP Intelligent Systems Business Unit

Clayton Thomas, Sales and Marketing Director Asia-Pacific

Ron Jackson, Secretary

Phone/Fax

Ph: 64-9-477 4500

Fax: 64-9-479 5540

Internet

Website: www.wdtl.com

Email: info@wdtl.com

Addresses

21 Arrenway Drive, Rosedale

North Shore City 0632, New Zealand

PO Box 302-533, North Harbour

Auckland 0751, New Zealand

Registered Office

21 Arrenway Drive, Rosedale

North Shore City 0632, New Zealand

Auditor

PricewaterhouseCoopers

188 Quay Street, Auckland, New Zealand

Share Registry

Computershare Investor Services Ltd

Private Bag 92119, Auckland 1142

New Zealand



25
INTERIM REPORT JUNE 2018

Interim Report June 2018
www.wdtl.com


WT9080

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