Wellington Drive Technologies 2018 Annual Report
Wellington
Annual Report
2019
ANNUAL REPORT 2018
2
Overview
1. Wellington's business is evolving
4. Products and solutions
6. Team members
8. 2018 Business highlights
9. Report of the Chairman and Chief Executive Officer
Our Company
18. Directors
20. Management
Financial Statements
22. Consolidated Statement of Comprehensive Income
23. Consolidated Statement of Movements in Equity
24. Consolidated Statement of Financial Position
25. Consolidated Cash Flow Statement
26. Notes to the Consolidated Financial Statements
56. Independent Auditor's Report
61. Statutory information
63. Shareholder information
65. Corporate governance
73. Directory
Contents
® is a registered Trade Mark of Wellington Drive Technologies Ltd
There are statements in this document that are “forward-looking statements”. As these forward-looking statements are predictive in nature, they
are subject to a number of risks and uncertainties relating to Wellington, its operations, the markets in which it competes and other factors (some of
which are beyond the control of Wellington). As a result of the foregoing, actual results and conditions may differ materially from those expressed
or implied by such statements. In particular, Wellington's operations and results are significantly influenced by the extent to which energy efficient
motor technology is promoted in Wellington's key markets, competitor product development and demand and pricing, fluctuations in key commodity
prices or costs in the countries of Wellington's suppliers, availability of key components, relative exchange rates and profitability of customers, all of
which can have a substantial impact on Wellington's results of operations and financial condition. Other risks include customer concentration risk
and misuse of, and challenge to, Wellington's intellectual property.
All references in this document to $ or "dollars" are references to New Zealand dollars unless otherwise stated.
Wellington's financial year is 31 December.
As the world moves ever faster towards a digital
future, Wellington’s business is evolving to support
the changing needs and priorities of its broadening
customer base.
Wellington is seeing an increased effort by customers
to utilise technologies that will connect them wirelessly
to their point-of-sale refrigeration equipment and also
connect directly to consumers to drive sales revenue
and margin growth. This includes the adoption
of Internet of Things (IoT) connectivity solutions,
embedded software solutions and associated
products.
Wellington’s food and beverage customers also
remain focused on energy efficiency and cost
reduction solutions that will help them to achieve their
sustainability goals.
The mega-trend of a rapidly growing and broadly
developing IoT technology market, in areas such as
Intelligent Retail, Industrial IoT, Smart Homes and
Smart Cards, Smart Cities and Commercial Transport,
is one that Wellington is seeking to participate in with
its Wellington Connect IoT Platform.
Wellington’s growth as a supplier to the broader food
and beverage market, beyond its historic focus on the
carbonated soft drink cooler market, is being enabled
by increased investment in IoT hardware and software
and continued development of its range of energy
efficient electronically commutated (EC) motors.
Wellington's business is evolving
The global market for
IoT is expected to grow
from $151B in 2018 to
$1.567T by 2025.
Source:
Columbus, L. (2018). 2018 Roundup
of Internet of Things Forecasts and
Market Estimates.
Lueth, K.L (2018). State of the IoT
2018: Number of IoT devices now at 7B
– Market accelerating.
ANNUAL REPORT 2018
1
Growth strategy
Wellington’s vision is to deliver revenue above $100m within the next five years. To achieve this vision, the
company is committed to a growth strategy that delivers the best user experience to its customers through a
combination of advanced hardware, software and services.
Over the past three years the company has expanded its focus towards IoT products and software solutions,
shipping more than 500,000 Wellington Connect SCS™ units to a range of global food and beverage brands. The
next five years will see the company continue to adapt to the fast-changing digital needs of its customers, with new
IoT solutions being offered, and new customers and markets being developed.
Wellington’s growth strategy consists of five strategic pillars:
Growth Vision 2023 $100m Revenue
Wellington Team
Members
Wellington Operating
Processes and Systems
Wellington
Business Model
Voice of Customer
Innovation
High Touch
Customer Service
Wellington Connect
IoT Platform
Multi-Market
Customer
Strategy
Wellington Success
Metrics
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ANNUAL REPORT 2018
1. Wellington business model
Wellington’s business is developed around a cash
generative operating model, with a fully out-sourced
supply chain to reduce working capital and deliver high
inventory turns. It features multi-year data and digital
contracts paid for upfront, with a working capital structure
that optimises and aims to balance customer and supplier
payment terms.
2. Voice of customer innovation
Wellington’s approach to innovation is about solving
customer problems. Continued investment in research,
development and technical marketing skills is critical
to achieving long-term growth. Wellington will continue
to work on new IoT and EC motor technologies that its
customers need to improve their food and beverage
cooler and point of sale (POS) solutions.
3. ‘High Touch’ customer service
The company develops products that ultimately touch the consumer.
The company is investing in world-class talent to support product
development, product delivery and quality, product implementation
and after-market service. Support teams are located near customers
in every region in which the company operates.
4. Wellington Connect IoT platform
Digital products at Wellington are not just about technology, they are
also about people and processes. The company has developed the
Wellington Connect IoT platform, a services-based architecture built
on the Cloud with an interoperable set of applications and services
to help customers better manage their food and beverage POS
equipment.
5. Multi-market customer strategy
Wellington is focused on investing in and growing its IoT business
with large food and beverage brands, and exploring adjacent markets
outside carbonated soft drink (CSD) bottle coolers. This has resulted
in new customer wins in the dairy, beer and food sectors and new
ECR2™ motor customers within supermarket display and food
service sectors. The company continues to explore adjacent market
opportunities in areas such as food quality, snacks and groceries and
transport.
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ANNUAL REPORT 2018
Wellington has three business verticals: Wellington Connect™ IoT, Smart Cities and Wellington ECR
®
motors.
Wellington Connect IoT platform
A comprehensive eco-system of hardware, wireless and digital
solutions for coolers, freezers and ambient displays, Wellington’s
IoT ecosystem offers cooling equipment control, cooler fleet
management, POS and maintenance insights and proximity-based
marketing direct to the consumers mobile device.
Wellington’s IoT platform consists of:
• Applications (apps) and software tools: A range of apps that
deliver digital services, such as the Promotions App powered by
iProximity software, and the Insights App that provides analysis
and reporting on cooler fleet data captured by Wellington’s
platform;
• Wirelessly connected hardware: The Wellington Connect
hardware family, such as the Connect SCS and Connect
Monitor, ensures POS equipment is connected to the internet;
• API’s (Application Programming Interface Software) and SDK’s (Software Development Kits): Developed
to ensure Wellington’s platform connects with third party apps and enterprise platforms. An expanding range of
APIs ensure seamless operation with an expanding number of customer enterprise systems; and
• Cloud-based operational infrastructure: Wellington Connect Cloud and Wellington Marketing Cloud provide
the data platform to ensure that a food and beverage retail brand can monitor and manage the performance of
its equipment.
The company’s research activity is focused on new areas of technology such as artificial intelligence (AI), machine
learning, image recognition and wireless sensors.
Wellington Connect IoT platform
Customer
Solutions
Apps
Hardware
Field
Track
Retailer
Promotions
Insight
SCS
Click
Q-Tag
Monitor
Network
Beacon
SDKs & APIs
Operational
Infrastructure
Marketing
Tracking
Import/Export
Connect cloud
Marketing cloud
Wellington Connect
TM
IoT Ecosystem
Products and solutions
4
ANNUAL REPORT 2018
Wellington ECR
®
motors
Wellington’s ECR2, ECR1™, ECR82™ and ECR92™ platforms continue to deliver low-cost, highly reliable and
efficient airflow solutions to refrigeration manufacturers.
These electronic motors are
designed to improve reliability,
reduce operating costs and
reduce the carbon footprint of
commercial coolers. The ECF™
Fanpack brand is focused on
delivering a fully integrated airflow
solution to supermarket equipment
manufacturers.
The Wellington ECR2 motor started
shipping to customers in mid 2015,
with 50,000 units sold in that first
year. In 2018, one major North
American customer in the beverage
and food service market, which had
started with the company in 2015,
scaled its use of ECR2 to over
200,000 units. The total amount of ECR2 units sold to all customers in 2018 was 650,000 units. Given the success
of the ECR2 platform, Wellington intends to broaden the ECR2 range to include a higher power version and cost-
optimised models.
Smart Cities
iProximity, which Wellington acquired in July 2018,
has a small but growing IoT business directed at
helping cities engage with citizens and tourists through
the delivery of contextual proximity information and
marketing services.
Wellington’s Smart Cities business provides technology
platforms and software that connects digital information
with physical spaces. This technology manages
beacons, near field communication (NFC), radio
frequency identification (RFID) and IoT devices, IoT
platforms, smartphones and digital signs through
an iProximity developed cloud-based management
platform.
Wellington Smart Cities is providing solutions to several
Australian city councils and is exploring a number of
new tourism and city related projects.
Using Bluetooth technology and the iProximity platform,
the company is helping connect tourists and citizens to
city council information.
5
ANNUAL REPORT 2018
Team members
Wellington’s business is built around the strength of its team and the depth of its customer relationships.
Wellington’s people work hard to develop compelling products, solve customers’ problems and reduce supply
chain costs. The team is dedicated to ensuring that Wellington continually improves its performance and ultimately
delivers a positive return for shareholders. Below are three key staff members who work every day to deliver value
to customers.
Jorge Civeira – Commercial Manager,
Andean Zone and Central America
“I have been with Wellington for two years, and have
commercial responsibility for the Andean zone, Caribe
and Central America.
My key duties are to scout prospects and run the
commercial process to create opportunities for new clients.
I also implement the Connect SCS solutions in the field and
provide after-sale activities.
I work very closely with our talented engineering department
to achieve the best results, as well as our new business unit,
iProximity Marketing, in commercial and forecast areas. We
have had a great reception for our connectivity solutions and
are working on big accounts that will allow us to expand to
new areas.”
Andoni Cosgaya – Engineering and Customer Implementation Manager, Mexico
“I work out of the Mexico office managing the American engineering team. This team implements the Connect SCS
solutions and supports the use and adoption of our motors and controllers. They are also the main point of contact
for service requests, training and quality issues.
I assist the business development team by providing technical support for trial programmes with potential
customers. I like to think of my team as a key part of Wellington’s business. We provide first-line contact to
our customers and help develop and adapt our offerings to real market applications, strengthening our market
presence and facilitating future growth.”
Andre Groen – Software Team Lead, New Zealand
“I’m a recent addition to the Wellington software team in Auckland and I understand
that our customers are our business and need to be our main priority. I have a
background in embedded systems programming and related electronics systems.
I’ve diversified my experience to include full-stack web and Cloud systems,
as well as mobile app development. I use this experience to help the growing
software team plot our course and provide our customers with better value.”
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ANNUAL REPORT 2018
Customer solutions network
Wellington Office
Distributor
Supplier
Wellington’s customer-focused teams are dispersed
throughout the world – from New Zealand, Mexico,
Brazil and China, to Singapore, Turkey, Italy, Canada,
Australia and the USA. They work around the clock
to ensure the best possible results for Wellington’s
customers.
Hardware and software solutions are developed
at Wellington’s customer innovation centre in
Auckland, New Zealand with the support of East West
Manufacturing’s design and manufacturing team in
Vietnam and Match-Well in Changzhou, China.
With supply-chain partner factories in Vietnam, China
and Malaysia specialising in mechanical assembly,
plastics design, injection moulding and electronics
manufacture, plus regional distribution partners in
the UK and USA, Wellington has global reach. This
ensures that customers receive personal attention and
a high-quality product range that is manufactured and
delivered on time.
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ANNUAL REPORT 2018
2018 Business highlights
Positive EBITDA
of $2.5m
Positive EBIT
of $0.5m
Revenue
growth of
36%
Wellington IoT revenue increased
67% to $17.2m
Revenue contribution from Wellington IoT and
ECR2 was $35.1m, up from $20.3m in 2017
Successful acquisition and integration of iProximity,
an Australian digital marketing solutions company.
increasing to $58.8m,
with significant
growth in new
IoT business
IoT data services invoiced revenue was $2.1m,
up from $1.0m in 2017. First purchase orders for
digital marketing software.
8
ANNUAL REPORT 2018
Report of the Chairman and
Chief Executive Officer
2018 was a transformational year for the company that saw improvements across all of its key performance and
financial metrics.
Metric $20182017Change
Revenue$58.8m$43.3m+36%
Wellington Connect IoT revenue$17.2m$10.3m+67%
ECR motor revenue$38.6m$30.3m+27%
Gross profit$14.3m$10.3m+38%
Gross margin %24.3%23.9%+1.6%
EBITDA$2.5m$0.5m+358%
EBIT$0.5m($1.0m)+145%
Loss for the year($0.7m)($2.0m)+64%
Operating cash flows$1.8m$1.3m+47%
These results are the consequence of a strategy that correctly identified the opportunity presented by the global
IoT mega-trend and also diversified the customer base for EC motors beyond CSD bottle coolers.
The company achieved an Earnings Before Interest and Taxation (EBIT) result of $0.5m compared to a loss of
$1.0m in 2017. This first positive EBIT result represented an important milestone for the company as it fully funded
the amortisation of its capitalised R&D investment.
Earnings Before Interest, Tax, Depreciation, Amortisation and Impairment (EBITDA ) was a profit of $2.5m. This
EBITDA result includes a $0.3m gain due to the adoption of NZ IFRS 16 accounting requirements for leases. The
net loss for the year was $0.7m, a $1.3m improvement on the $2.0m loss in 2017.
The company’s growth trend continued with $58.8m of revenue, a 36% improvement and a $2m improvement in
EBITDA on 2017.
IoT revenue continued to grow rapidly at a rate of 67%, and EC motor revenues also grew 27%, mostly due to
ECR2 growth, and some one-time demand dynamics with one regional customer. IoT contributed $17.2m in
revenue, compared to $10.3m in 2017.
Wellington is now moving more of its resources and customer focus to the development of its Wellington Connect
IoT solutions for food and beverage brands. The Wellington Connect IoT platform is an integral part of food
9
ANNUAL REPORT 2018
and beverage customers’ cooler fleet management
systems, with over 500,000 connected devices
installed (with data services) today and projected to
reach close to 1,000,000 in 2020.
In 2018 the company secured further high interest debt
financing with Onimeg Investments and Meta Capital,
and more recently successfully secured much lower
cost retail bank finance from the Bank of New Zealand
(BNZ). Debt was the preferred funding source, rather
than equity, to meet short to medium term working
capital and new growth project needs. No new equity
capital has been raised since 2015. In 2018, the
company was also impacted by unusual component
shortages, which resulted in additional costs of $0.5m. With a $0.5m pre-tax loss, and taking into account $0.9m
of interest costs and $0.5m of extraordinary component costs, the company’s operating and profit performance
improvement is well on track.
In 2018, Wellington launched the next exciting phase of its growth journey, with five strategic pillars underpinning
its aspirational five-year revenue goal. This revenue goal will deliver expanding margins and a clear path to
profitability, built on the success of the Wellington Connect IoT strategy and ECR2 motor platform.
In the achievement of this goal, the business will be guided by success metrics including revenue growth, margin
expansion, revenue per customer, revenue per employee, software dollar contribution and new customer additions
for both IoT products and EC motors.
Revenue
New Zealand dollar revenue for the year ended 31 December 2018 was $58.8m, compared to $43.3m in 2017, a
36% increase. Wellington’s earnings guidance for the 2018 year was for H2 revenue to be consistent with the first
half. Actual H2 revenue was $30.7m, a 9% improvement compared to H1 revenue of $28.0m.
2017
12,699
11,093
7,787
11,729
43,308
2016
9,205
9,488
6,335
10,246
35,274
2015
6,555
7,031
5,080
5,906
24,572
CAGR
16%
23%
26%
32%
24%
Q1
Q2
Q3
Q4
Total
2018
11,849
16,200
12,642
18,070
58,761
$000s$000s$000s$000s
Revenue in the fourth quarter was $18.1m, compared to $11.7m for the same quarter in 2017 - a 54% increase.
December was the company's highest ever revenue month.
10
ANNUAL REPORT 2018
Business performance
Revenue by business
US$m
10
0
30
40
50
20
20 142015201620172018
IoT AMV Motors & AccessoriesEC Motors
Wellington IoT
Revenue billings from IoT products, comprising Connect SCS hardware, data and reporting services, and
iProximity, software was $17.2m. This was a $6.9m increase over 2017. Invoicing of IoT data services revenue
increased 105% from $1.0m to $2.1m. Wellington Connect SCS hardware revenue was 67% higher than for
the comparable period in 2017. The amount of SCS data revenue held on the balance sheet is $2.5m, to be
recognised over the period of customers’ data contracts, which vary from one to ten years in duration.
Wellington ECR motors
ECR2 motor unit sales were 75% higher and they now surpass ECR1 motor volumes, which while lower than
ECR2, did increase by 5%. Sales to the company’s two largest supermarket and food service refrigeration
customers continued to grow, together contributing 42% of total ECR2 motor sales. ECR growth rates in 2018
were positively impacted by higher than normal demand from a Brazilian customer, expected to be one-off in
nature.
Sales regions
Latin American revenue increased 34% with the business benefiting from new Wellington Connect IoT customers
in Central and South America. Growth in this region was also assisted by higher than normal motor sales in Brazil,
as a result of helping a customer resolve short term issues with a competitive motor provider and supporting a
customer with restocking following a factory fire.
Wellington’s revenue from the USA and Canada increased 66% to $10.1m, compared to $6.1m last year. ECR2
sales were particularly strong in the USA with a large beverage and food service manufacturer and through the
distribution channel of the company’s strategic partner East West. IoT sales are not yet significant in the USA
and Canada region, however several advanced trials and low level deployments are underway with two global
beverage brands.
Revenue from the Asia-Pacific (APAC) and Europe, Middle East and Africa (EMEA) regions also grew year-on-
year at 20% and 10% respectively, albeit from a lower base.
The APAC region contains most of the the company’s non-electronic (shaded pole) motor business and this
remained steady with a large global cooler manufacturer in South East Asia. Several IoT projects are underway
in the Asia region, however the company was impacted by some compatibility issues between Connect SCS
Hardware and Customer coolers. These issues are being resolved and it is possible that the projects will re-gather
pace over the coming year.
11
ANNUAL REPORT 2018
The EMEA region benefited from significant growth with a relatively new customer for the ECR2 product. This
region is at a much earlier stage of IoT adoption and is the most competitive region for IoT solutions due to
European based competitors located close to key customers. This region remains a key target for future IoT and
motor growth, and will require further investment in sales and technical marketing skills located close to target
customers.
Gross margin
Gross margin for 2018 was 24.3% compared to 23.9% in 2017. While the gross margin percentage was slightly
lower than the company expected, gross profit dollars improved by $3.9m. This reflects increasing sales of more
profitable IoT solutions and the marginal contribution of lower priced, but higher volume, EC motors.
Gross profit performance
$2.55%
$0.00%
$7.515%
$10.020%
$12.525%
$15.030%
$5.010%
20 142015201620172018
$3.2
$5.3
$8.5
$10.3
GM%
$m
$14.3
18.0%
21.4%
24.0%
23.9%
24.3%
The company came under price pressure in its EC motor business towards the end of 2017 and through 2018, and
responded accordingly to remain competitive. In addition, one-time costs of $0.5m were incurred to successfully
manage supply constraints in the global electronic components market. These component shortages also had
the effect of diverting development resources from new product development to product redesign necessary to
incorporate alternative components. This reduction in available time for development activities contributed to a
reduction in capitalised time from $2.2m in 2017 to $1.6m in 2018. Component shortages are easing somewhat
but are expected to continue into 2019.
Innovation
The company’s innovation, customer and supply chain teams continued to grow, adding 12 new members in
2018, taking the total Wellington team to 79. This strategic investment has added skills and expertise, focused
on software development, software testing, electronics engineering, marketing and customer programme
management.
The company’s product development roadmap in 2018 was focused on several key areas:
IoT:
• new Wellington Connect hardware devices to broaden the IoT platform;
• IoT platform upgrades to improve useability and deployment in the field;
• new software functionality to support customers’ cooler fleet management needs;
• new map-based location and digital marketing software development; and
• Smart Cities upgrades to support new projects in Australia.
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ANNUAL REPORT 2018
EC motors:
• expansion of the successful ECR2 platform; and
• development of a low-cost motor platform specifically designed for smaller coolers and freezers.
Operating costs
Operating spending increased as the company continued to invest in the skills and infrastructure required to
support a broadening product range and diversifying customer base. This has required additional personnel in
areas such as customer management, marketing and software development. Wellington expects to continue
investing in IoT software engineering and customer-facing skills to facilitate the ongoing expansion of its software
services and hardware product offerings.
Operating costs for the period amounted to $11.9m, or 20% of revenue, compared to $10.1m and 23% of revenue
last year. Revenue per employee increased from $646,000 to $744,000.
Productivity performance
$800
$600
$400
$200
$0
20142015201620172018
$324
$447
$560
$646
$744
$000's
Cash and working capital performance
Cash at 31 December 2018 was $0.9m compared to $1.6m at 31 December 2017. Extended payment terms for
key customers in the third and fourth quarters was the main reason for this unusually low cash balance, a situation
which is improving in the early part of 2019. Net debt (being borrowings excluding lease liabilities less cash) at 31
December 2018 was $3.0m versus net debt of $1.0m at December 2017. Adoption of the new accounting standard
for leases resulted in a $1.7m increase in borrowings in 2018 for leases previously treated as operating expenses.
Operating cash flows for the twelve months amounted to $1.8m, up from $1.3m for the corresponding period in
2017. Net operating and investing cash flows amounted to a $2.0m outflow for the twelve months, including $1.4m
paid on acquisition of iProximity.
Inventory management continued to be a highlight in 2018, with 11 inventory turns achieved in the year to 31
December, compared to 10 turns for the same period last year. The company’s advanced supply chain and
customer demand management processes have underpinned this transformation in working capital, from low
single digit inventory turns only a few years ago.
The average number of days sales in trade receivables during 2018 was generally in the 70-80 days range, with
some customers requiring up to 120 days terms. Extended payment cycles are expected to continue with some
customers for the foreseeable future.
13
ANNUAL REPORT 2018
Debt
In October 2017, the company secured a loan from Meta Capital Limited, a company owned and controlled by
a director of Wellington, John McMahon. This US$0.6m loan was repaid on 31 May 2018, and a new loan for
US$0.6m was advanced on 29 June 2018. The loan is unsecured and interest is currently payable at 12.5% per
annum. This was used to partially fund settlement of the iProximity acquisition and to support extended terms with
selected customers.
In September 2018, to support short-term working capital requirements for expected growth in fourth quarter 2018
and first quarter 2019, the company secured a $2.5 million loan from Onimeg Investments Limited, a company
owned and controlled by the family interests of Michael Chamberlain. The loan has a 12-month term and is to be
repaid on 17 September 2019. This is an unsecured loan, with interest payable at 16% per annum, on a quarterly
basis in arrears.
The company has also secured a $1.5m trade finance facility from the BNZ, which was undrawn at 31 December
2018. The interest cost for this facility is at the BNZ base rate, plus a margin of 300 basis points. The facility has
no expiry, but the facility limit can be reduced by the bank at any time and an EBITDA gross interest covenant
applies.
With respect to short-term debt due to mature in the current financial year, the company expects to be able to meet
its repayment obligations in 2019.
Acquisitions
The acquisition of iProximity was completed on 2 July 2018. The company paid a total cash amount of AU$1.3m.
In addition, the consideration for the purchase of the iProximity shares included the future issue of fully paid
ordinary shares in the capital of Wellington in tranches based upon meeting specified EBIT targets and Wellington
SCS controller sales performance targets for the period to 31 December 2020.
This was the company’s first acquisition and was completed to enhance the Wellington Connect IoT platform
with proximity-based digital marketing tools. The combination of Wellington and iProximity allows Wellington’s
customers to directly engage with consumers “at the point of purchasing decision”, in front of the cooler or
food dispenser. The integration of iProximity’s software was completed in fourth quarter 2018 and was in part
responsible for securing a large new win with a global beer brand.
The impact on earnings from iProximity was not significant for the 2018 year. However, in 2019, Wellington will
earn revenue from food and beverage customers starting to use its marketing solutions.
14
ANNUAL REPORT 2018
Performance against 2018 priorities
For 2018, the focus was a refresh of the company’s growth vision and growth strategy, ensuring continued
momentum in the winning of new customers and the growth of its newer ECR2 and Wellington Connect IoT
products. As a result, those new products continued to be an increasing share of the company’s revenues.
Product contribution
5
0
15
20
25
30
35
40
45
10
2017
20182016201520 14
Legacy ProductsNew Products
US$m
The year’s sales performance established a platform from which the company can deliver on longer term growth
objectives. The company also made significant investments in the skills and the management information systems
necessary to accelerate its growth strategy and support future operational scalability.
Performance against priorities:
1. Complete the development of the next phase of Wellington’s growth vision
In 2018 the company set an aspirational goal of achieving revenues of $100m within the next five years.
Achieving a CAGR of around 15% would deliver this vision, and over the last three years that run-rate has
been achieved. Whilst 2019 will likely see growth rates at lower levels and possibly even flat compared to 2018
because of a pull-back in the EC motor business, the company believes that due to continued high growth rates
in IoT, the longer-term growth momentum allows it to set this overall goal for growth.
2. Complete and leverage the iProximity acquisition to support sales growth and end-market expansion
In 2018, the iProximity digital marketing software platform was fully integrated into the Wellington Connect IoT
eco-system. The digital marketing platform was directly responsible for helping secure a new customer win
with a large global beer brand. The company also commenced a trial with a North American food retailer and
received its first orders for iProximity software.
3. Develop new market opportunities for Wellington’s IoT solutions beyond the CSD market
The winning of a global beer brand for Wellington’s Connect IoT platform was a major milestone in diversifying
the business to be less reliant on the CSD market. A proof-of-concept IoT connectivity and asset management
for retail shelf project was also implemented with a snacks brand, in partnership with a retail chain. This project
developed additional learnings on solutions needed for the groceries and snacks market.
15
ANNUAL REPORT 2018
4. Commence new product development projects for IoT hardware, software and EC motors
R&D projects were hindered by the need to re-design existing products to accommodate new components
required to resolve global electronic shortages. These re-design projects were successful with no customer
revenue being lost because of component shortages. The knock-on impact of this was progress on new
products slowed and some product activity delayed into 2019. Some progress was made on the design of a
new ECR2 motor derivative, a new Connect SCS device, and research on a new wireless product. During 2018,
many new software features were introduced into the Wellington Connect IoT platform.
5. Complete the upgrade of the company-wide management information system to enable growth strategy
The company invested in an upgrade of its Information Technology (IT) systems, moving to Microsoft 365
cloud-based IT services. This upgrade included improvements to its data storage and security infrastructure. In
2019, the company will commence an upgrade of its Enterprise Resource Planning (ERP) system to ensure its
financial, planning and delivery tools are scalable to support customer and product growth.
In 2019, the team will continue to implement the Wellington growth strategy with the following priorities:
1. Successful execution of several new customer IoT adoption programs, including an expansion of the successful
OEM program launched with SKOPE Industries;
2. Expansion of engineering resources to ensure the development of new IoT hardware and software and EC
motor products necessary to fuel top line growth;
3. Add expertise that enables the company to deploy and support digital marketing in its main customer market
and enter new adjacent markets;
4. Develop new customers for the Wellington Smart Cities platform; and
5. Plan and commence implementation of a new company-wide ERP system.
Governance
At the 2018 Annual Shareholder Meeting, Chairman Tony Nowell announced his decision to retire at the
completion of the 2018 financial year. Wellington subsequently embarked on a review of its Board structure to
bring in additional new skills in support of achieving the company’s new growth strategy. The recently announced
appointments of John Scott and Keith Oliver to the Board of Directors are a result of this review.
The Board and Wellington team would like to recognise outgoing Chairman Tony Nowell, Director of Wellington for
the last 9 years and Chairman for 8 of those years. Mr. Nowell’s leadership has helped guide the company through
its financial turn-around and has seen the start of the new Wellington Connect IoT business that is underpinning
its future direction and growth. The Board and Wellington team wish Mr. Nowell every success in his next
endeavours.
Business risks and opportunities
The company views the uncertain global macroeconomic back-drop, highlighted by continued global trade
challenges and recent downgrades by large global tech companies, as reasons to be prudent about its 2019
outlook. Initial demand forecasts for EC motors from some major customers have been muted and are showing
signs of being lower than in 2018. Accordingly, the company is forecasting lower volumes and revenue for motors
in 2019. Margin pressure is also likely to continue in the EC motor market because of competitive pricing, partly
offset by some easing of component supply constraints that affected production costs in 2018.
The Wellington team is working on various strategies to continue the growth of its bottle cooler EC motor business,
including new cost optimised EC motor products and new supply chain strategies. However, in the short-to-
medium term, pricing in the lower margin end of the bottle cooler EC motor market could cause the company to
proactively reduce its market share.
Conversely, Wellington’s IoT business is expected to continue its strong growth in 2019 with several new
programmes underway with new customers and new IoT products being developed. The company will ensure
it continues to invest in software and hardware engineering and customer project skills to support these new
products and customers. While the overall demand picture for IoT remains healthy, this is an evolving area for
many businesses and the company is therefore subject to timing risks as individual customers adapt their IoT roll-
out plans.
16
ANNUAL REPORT 2018
2019 outlook
The first quarter of 2019 is looking relatively strong and Wellington anticipates revenues higher than the same
period in 2018, coupled with improved EBITDA performance.
IoT demand forecasts continue to look robust, with this part of the business expecting continued full year revenue
growth of around 30%. IoT is anticipated to contribute close to 41% of total revenues. Gross margin for the IoT
business is expected to increase due to an improved product mix, and in part due to the expanding nature of
higher margin data and software revenue.
During 2019, Wellington will continue to focus on investment in new software development, customer-facing skills,
new customer IoT programmes and expanding its ECR2 motor platform. Wellington’s revenue diversification
strategy will continue by broadening IoT growth beyond its historical CSD beverage market focus and obtaining
new customers for its ECR2 motor range.
With initial forecast weakness in EC motor demand and planned competitive strategies in the lower end of the
bottle cooler market negatively impacting volumes, countered somewhat by expected growth in IoT, the company’s
total revenue in 2019 is expected to be flat to slightly up when compared to 2018. The company’s business mix is
changing and increasingly targeted to its higher margin IoT software and hardware products. Accordingly, EBITDA,
net profit and operating cashflow are expected to be higher in 2019 when compared to 2018.
The Board and Wellington team would like to thank you for your support. We look forward to a successful 2019
and continued growth for the company over the next several years.
..................................... .....................................
Tony Nowell,
CNZM Greg Allen
Chairman Chief Executive Officer
Note 1: EBITDA (i.e. Earnings before Interest, Taxation, Depreciation, Amortisation and Impairment) is a non-GAAP earnings figure that equity
analysts tend to focus on for comparable company performance analysis. The company considers that it is a useful financial indicator because it
avoids the distortions caused by the differences in amortisation and impairment policies.
17
ANNUAL REPORT 2018
Directors
18
ANNUAL REPORT 2018
Tony Nowell, CNZM - Independent Chairman
Non-executive
Appointed March 2010 - Chairman December 2010.
Mr Nowell was appointed a director of Wellington in March 2010, and chairman in
December 2010. He is an experienced company leader in major New Zealand and
international businesses, chairs the Omega Lamb primary growth partnership between
the New Zealand government and primary industry participants, and completed an eight-
year term as chair of Scion (the New Zealand Forest Research Institute) in August 2018. He is a Board member
of New Zealand Food Innovation (Auckland) and retired in 2017 from Food Standards Australia New Zealand. He
represented New Zealand on the APEC Business Advisory Council from 2006 to 2016; in 2016 he also completed
a six-year term as a member of the Export Advisory Board of Business New Zealand. Mr Nowell was formerly chief
executive of Zestril International, and Griffin’s Foods Limited, and the deputy chair of Leadership New Zealand.
Prior to returning to New Zealand business in 2000, from an extended period working with international business,
Mr Nowell was regional vice president of Sara Lee Asia, president director of Sara Lee Indonesia and president
director of L’Oréal Indonesia.
Dr Lisbeth Jacobs - Independent Director
Non-executive
Appointed May 2013.
Dr Jacobs, a native of Belgium, holds a PhD in Materials Engineering from the University
of Auckland and a Master of Science in Materials Engineering from the Katholieke
Universiteit Leuven, Belgium, where she also completed a post-graduate degree
in business studies. Dr Jacobs has completed the Executive General Management
programme at CEDEP-INSEAD, France. Dr Jacobs is currently Executive Director
International at UniServices, a wholly owned subsidiary of the University of Auckland. In this role Dr Jacobs is
responsible for all commercial activities that the University of Auckland undertakes outside of New Zealand and
Australia. She is a member of the Board of Energia Potior, a joint venture between UniServices and Yunca, which
delivers technology solutions to the global aluminium industry. Dr Jacobs is chairwoman and legal representative
of the University of Auckland Innovation Institute China in Hangzhou, China, a wholly foreign-owned entity
operating as the newly established commercialisation and innovation branch of UniServices. Before taking up
her current role, Dr Jacobs was director of strategy and development at The Icehouse, following a 13-year career
with global corporate Bekaert, a world market and technology leader in steel wire and steel cord products and
applications. Dr Jacobs held a range of positions at Bekaert including business development, strategy, mergers
and acquisitions and research and development management, both in Belgium and China. Dr Jacobs is Honorary
Consul of Belgium since August 2013.
Mr Gottfried Pausch - Independent Director
Non-executive
Appointed December 2013.
Mr Pausch currently serves as an independent director of McKay Ltd in Whangarei,
Blackhawk Tracking Systems Ltd in Auckland and as executive chairman of Aucom
Electronics Ltd in Christchurch. He is a director for one of the National Science
Challenges, an initiative of the Ministry of Business, Innovation and Employment (MBIE).
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ANNUAL REPORT 2018
The Science for Technological Innovation National Science Challenge aims to tackle New Zealand’s big high-tech
challenges and to grow the economy. The research areas include materials, manufacturing and design, sensors,
robotics and automation, plus IT data analytics and modelling.
Mr Pausch was the former CEO at Actronic Technologies and an executive in residence at The Icehouse. This
follows a 22-year career with German engineering and electronics conglomerate Siemens, one of the world’s
leading suppliers of products, solutions and services in the field of technology. During this period, he held the
positions of CEO Siemens Energy Services Ltd and managing director of Siemens New Zealand. Mr Pausch
holds an electrical engineering degree from Austria and a master’s degree in business administration from Duke
University in the USA.
Mr John McMahon - Independent Director
Non-executive
Appointed October 2014.
Mr McMahon has over 20 years’ experience in the Australasian equity markets,
predominantly as an equity analyst covering industries including telecommunications,
media, gaming, transport and industrials. He was a former head of research and head
of equities for ABN AMRO NZ and was managing director of ASB Securities for three
years. John now manages his own investment portfolio through Sydney-based Auro Investment Management and
is chairman of NZAX-listed Solution Dynamics Ltd (SDL). He has a Bachelor of Commerce (Honours), an MBA
and is a CFA (Chartered Financial Analyst) charterholder.
Mr John Scott - Independent Director
Non-executive
Appointed February 2019.
Mr Scott is currently executive vice president, product management vice president and
a member of the corporate executive committee for Navico, a specialist electronics
company and a world leader in marine electronics for the recreational market. He is
concurrently chief operating officer, Asia Pacific region for Navico. Previous roles include
global marketing, global operations and global product management roles with Navico,
Brunswick Navman, plus business development engineering and project engineering roles with Ericsson/Volex
(communications). He graduated from University of Auckland in 1997 with a Bachelor of Engineering, majoring
in mechanical engineering. Mr Scott has 20 years of global experience in managing large multi-site supply chain
operations, including design, technical support, procurement and delivery, with global pricing, maintenance and
margin responsibility. He has been actively involved in multiple acquisition events and fundraising activities.
He has an in-depth knowledge of the rapidly developing dynamics of global electronics supply, big data and IoT
growth opportunities, and experience of Asia, European and North American markets.
Mr Keith Oliver - Independent Director
Non-executive
Appointed March 2019.
Mr Oliver was appointed director at Wellington in March 2019. He is also an independent
director at Rakon Limited, Chairman of Blackhawk Tracking Limited, and Chairman of
Healthvision (New Zealand) Limited. He has worked for more than 20 years’ in CEO,
director and chairman roles, and has extensive experience expanding technology
businesses in USA, South America, Europe, `Asia and Australia. Mr Oliver was Chairman
of Actronic Technologies for 10 years, and Chairman of Compac Sorting Equipment Limited, where he also held
leadership and board director roles. Mr Oliver has crown company governance experience in science and health,
having worked as a director of New Zealand’s Institute of Environmental Science and Research Limited (ESR).
Prior to his governance roles, Mr Oliver had a 20-year career in telecommunications, broadcasting, strategic
planning and private equity investment in New Zealand, Australia, and Europe.
Management
20
ANNUAL REPORT 2018
Greg Allen - Chief Executive Officer
Mr Allen was appointed CEO of Wellington in November 2011. Prior to joining Wellington,
Mr Allen spent 23 years working internationally leading business development, supply chain
and manufacturing organisations in Europe, North America and Asia. He is an experienced
supply chain and business leader, having previously been responsible for the industrial and
green technology business unit for Celestica, a highly regarded multinational supply chain
services provider. Prior to Celestica, Mr Allen led a Canadian public company focused on VOIP products and
also held senior roles with global contract manufacturing and engineering services companies. Originally from
New Zealand, and with a technical background gained from six years in the New Zealand armed forces, Mr Allen
brings to Wellington a broad market experience covering many industrial segments such as telecommunications,
aerospace, capital equipment, consumer products and enterprise computing.
Steve Hodgson - Senior Vice President Commercial
Mr Hodgson is currently Senior Vice President Commercial, and leads the company’s regional
sale teams and corporate development activities. Mr Hodgson joined Wellington in August
2008 and at that time was responsible for investor relations, capital market activities, and all
aspects of corporate strategy. He was appointed Vice President Corporate Services in 2009
and Chief Financial Officer in 2010. His responsibilities included supporting the CEO and the
Board in developing and executing strategic plans; leading the corporate services team (finance, IT, legal, and
human resource functions); and managing investor relations and funding programmes. Prior to joining Wellington,
Mr Hodgson worked in equities research for 20 years and most recently was the head of research for Macquarie
Securities in New Zealand from 2003 to 2008. He holds a BMS (Hons) from Waikato University with majors in
accounting and economics.
David Howell - Chief Technical Officer
Mr Howell is currently Chief Technology Officer and is responsible for the company’s future
technology roadmap and managing the product engineering and software development teams.
Mr Howell joined Wellington as Engineering Manager in 1999. He has previously worked
in new product development roles for Rover Group (UK), Fisher and Paykel Healthcare
Corporation Ltd, and Tru-Test Ltd. He holds a BE (Hons) and DipBus from the University
of Auckland and an MSc from Cranfield (UK). He is listed as inventor on 14 families of international patent
applications, including several of Wellington’s core patents.
Howard Milliner - Chief Financial Officer
Mr Milliner joined Wellington in November 2012 as CFO, overseeing all financial and
administrative operations and helps shape the overall strategy and direction for the company.
He holds a BCom from University of Auckland and is a chartered accountant. He was
previously CFO of a NZ-listed engineering business for 14 years and was the CEO and
CFO of that company for seven of those years. Mr Milliner has had extensive experience in
business acquisition and sales.
Mark Tinsel - Vice President, Supply Chain and Operations
Mr Tinsel is Vice President, Supply Chain and Operations, responsible for the manufacturing,
sustaining engineering, supply chain and revenue planning. Mr Tinsel joined Wellington in
2013 as the programme manager for sustaining engineering and was promoted to Head of
Manufacturing in 2015 and Vice President in 2019. Prior to Wellington, he worked as a project
manager for Electrix, balancing multiple projects, budgets and multidisciplinary teams. Mr
21
ANNUAL REPORT 2018
Erick Layseca
Business Development Director
Americas
Clayton Thomas
Sales and Marketing Director
Asia Pacific
Ali Karahasanoglu
Sales Director
Europe, Middle East and Africa
Gerardo Gonzalez
Strategic Business Development
IoT solutions
Tinsel worked for 15 years for International Safety Laboratories (UL, Nemko) based in Auckland and London as a
manager and was recognised as an authorised signatory for company Technical Reporting for international safety
standards.
Peter Barnes - Global Quality Leader
Mr Barnes is currently Global Quality Manager, responsible for product quality, quality
improvement and all company processes and procedures. Mr Barnes joined Wellington in
2003 as a senior electronic design engineer, he held many positions within the engineering
team before changing his career direction and moving into quality management. Prior to
starting at Wellington, Mr Barnes worked at a small start-up company as a design engineer
where they developed an electronic shower for domestic applications.
David Burden - Vice President, IoT Products and Marketing Services
Mr Burden joined Wellington in 2018 as part of the iProximity acquisition. He is an Australian
entrepreneur with 30 years of experience leading start-ups and building successful technology
businesses. He founded what became Australia’s largest and best-recognised interactive and
mobile services company, Legion Interactive. After selling Legion to the Photon Group in 2005,
he stayed for two years as executive chairman, during which time he also headed Photon
Group’s “digital pillar” businesses. In 2008, he joined the ASX-listed digital media company Webfirm Group (now
Adslot) as group CEO. Within three years he took it from a valuation of A$2m to a peak of A$120m. BRW named
Webfirm Group Australia’s seventh-fastest growing company of 2008 in its annual Fast 100 report. It was the only
Australian company to feature in the top five Deloitte Technology Fast 50 companies in both 2008 and 2009. In
December 2013 Mr Burden and Rohan Lean established an exciting new IoT company iProximity, with a focus on
proximity marketing and information services. iProximity was acquired by Wellington in July 2018.
Sales and marketing leadership
The companies customers, sales operations and strategic business development activities are led by an
experienced global team, located close to customer locations. Mr Gonzalez, Mr Layseca, Mr Thomas and Mr
Karahasanoglu all have significant experience in customer management, with a range of technical and commercial
skills to help develop and deliver customer solutions to meet Wellington’s sales objectives.
ANNUAL REPORT 2018
22
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2018
Note
2018
$000s
2017
$000s
Revenue2.258,76143,308
Cost of sales(44,505)(32,967)
Gross profit14,25610,341
Other income2.3151251
Operating expenses2.4(11,943)(10,054)
Earnings before interest, taxation, depreciation, amortisation & impairment2,464538
Depreciation3.2(536)(301)
Amortisation & impairment3.3(1,475)(1,245)
Profit / (loss) before interest & taxation453(1,008)
Finance income4.2745
Finance expenses4.2(912)(934)
Loss before income tax(452)(1,897)
Income tax expense2.5a(261)(83)
Loss for the year(713)(1,980)
Other comprehensive income:
Items that may be reclassified subsequently to the profit or loss:
Exchange differences on translation of foreign operations4.5b306(121)
Cash flow hedge, net of tax4.5c(18)15
Other comprehensive income / (loss) for the year288(106)
Total comprehensive loss for the year($425)($2,086)
Loss for the year attributable to the Owners of the company($713)($1,980)
Total comprehensive loss attributable to the Owners of the company($425)($2,086)
Basic earnings per share – cents2.6(0.28)(0.77)
Diluted earnings per share – cents2.6
(0.28)(0.77)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
23
ANNUAL REPORT 2018
Consolidated Statement of Movements in Equity
for the year ended 31 December 2018
2018
NoteShare
capital
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance at 1 January 2018123,608(114,106)
(2,367)7,135
Adjustment on adoption of NZ IFRS 9, NZ
IFRS 15 and NZ IFRS 16 (net of tax)
1.2e-(367)-(367)
Restated total equity at 1 January 2018123,608(114,473)(2,367)6,768
Comprehensive Income
Loss for year-(713)-(713)
Other comprehensive income
Exchange differences on translation of foreign
operations
4.5b--306306
Cash flow hedge4.5c--(18)(18)
Income tax relating to other comprehensive
income
----
Total comprehensive income-(713)288(425)
Share option compensation expensed4.5a--1212
Contributions of equity, net of costs4.319--19
Balance at 31 December 2018
$123,627($115,186)($2,067)$6,374
2017
NoteShare
capital
$000s
Accumulated
losses
$000s
Other
reserves
$000s
Total
equity
$000s
Balance at 1 January 2017117,192(112,126)
(2,317)2,749
Comprehensive Income
Loss for year-(1,980)-(1,980)
Other comprehensive income
Exchange differences on translation of foreign
operations
4.5b--(121)(121)
Cash flow hedge4.5c--1515
Income tax relating to other comprehensive
income
----
Total comprehensive income-(1,980)(106)(2,086)
Share option compensation expensed4.5a--5656
Contributions of equity, net of costs4.36,416--6,416
Balance at 31 December 2017$123,608($114,106)($2,367)$7,135
The above Consolidated Statement of Movements in Equity should be read in conjunction with the accompanying
notes.
24
ANNUAL REPORT 2018
Consolidated Statement of Financial Position
as at 31 December 2018
Note
2018
$000s
2017
$000s
Current Assets
Cash and cash equivalents3.1a
9331,563
Trade and other receivables3.1b17,97811,690
Derivative financial instruments6.4-6
Inventories3.1c4,8903,025
Total current assets23,80116,284
Non-Current Assets
Property, plant and equipment3.22,854948
Intangible assets3.38,9706,931
Total non-current assets11,8247,879
Total assets35,62524,163
Current Liabilities
Trade and other payables3.1d20,21212,703
Contract liability2.2620526
Provisions3.1e415377
Derivative financial instruments6.410-
Borrowings4.14,148591
Total current liabilities25,40514,197
Non-Current Liabilities
Borrowings4.1
1,4942,007
Contract liability2.2
2,352824
Total non-current liabilities
3,8462,831
Total liabilities
29,25117,028
Net assets$6,374$7,135
Equity
Contributed equity4.3123,627123,608
Accumulated losses4.4(115,186)(114,106)
Other reserves4.5(2,067)(2,367)
Total equity$6,374$7,135
For and on behalf of the Board
..................................... .....................................
Director Director
1 March 2019 1 March 2019
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying
notes.
25
ANNUAL REPORT 2018
Consolidated Cash Flow Statement
for the year ended 31 December 2018
Note
2018
$000s
2017
$000s
Cash flows from operating activities
Receipts from customers exclusive of GST/VAT54,97341,406
Payments to suppliers and employees exclusive of GST/VAT(52,058)(40,605)
Interest paid(912)(522)
Interest received745
Taxation paid(274)(24)
Net GST/VAT received113957
Net cash inflow from operating activities1,8491,257
Cash flows from investing activities
Payments for property, plant and equipment3.2
(836)(260)
Payments for intangible assets3.3(1,690)(2,358)
Payment on acquisition of iProximity Pty Limited6.1b(1,367)-
Net cash outflow from investing activities(3,893)(2,618)
Cash flows from financing activities
Cash proceeds / (costs) from ordinary shares4.319(13)
New loans4.13,6431,083
Loan repayments4.1(2,348)-
Finance lease borrowing251-
Lease repayments(247)(25)
Net cash inflow from financing activities1,3181,045
Net decrease in cash and cash equivalents(726)(316)
Cash and cash equivalents at the beginning of the financial period1,5632,099
Effect of exchange rate movements on cash96(220)
Cash and cash equivalents at end of year
3.1a$933$1,563
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
26
ANNUAL REPORT 2018
1. Basis of preparation
This section sets out the group’s significant accounting policies that relate to the financial statements as a
whole. Where an accounting policy is specific to a note, that policy is stated in the note to which it relates.
1.1 General Information
Wellington Drive Technologies Limited (the “company”) and its subsidiaries (together the “group”) develop
Internet of Things (IoT) solutions and manufacture, market and sell energy saving, electronically commutated
(EC) motors, connected controllers and fans for worldwide use.
The company is a limited liability incorporated and domiciled in New Zealand. The address of its registered
office is 21 Arrenway Drive, Rosedale, Auckland 0632 New Zealand. The company is registered under the
Companies Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013.
The financial statements have been prepared in accordance with the requirements of Part 7 of the Financial
Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
These consolidated financial statements have been approved for issue by the Board of Directors on 1 March
2019.
1.2 Summary of Significant Accounting Policies
(a) Basis of preparation
These consolidated financial statements of the group have been prepared in accordance with generally
accepted accounting practice in New Zealand. The group is a for-profit entity for the purposes of financial
reporting. The consolidated financial statements comply with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices
that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with
International Financial Reporting Standards (IFRS).
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
Entities reporting
The financial statements are for the consolidated group which is the economic entity comprising of
Wellington Drive Technologies Limited and its subsidiaries.
Historical cost convention
These financial statements have been prepared under the historical cost convention except for derivative
financial information which is measured at fair value.
New and amended standards adopted by the group
The group has applied the following standards and amendments for the first time for the reporting period
commencing 1 January 2018:
• NZ IFRS 9 Financial Instruments
• NZ IFRS 15 Revenue from Contracts with Customers
• NZ IFRS 16 Leases (early adopted)
The group had to change its accounting policies and make certain retrospective adjustments following the
adoption of these standards. This is disclosed in note 1.2(e).
New standards, amendments and interpretations not yet adopted
There are no new accounting standards, amendments and interpretations issued that are mandatory for
future periods that are likely to have a material impact on the financial statements prepared by the company.
27
ANNUAL REPORT 2018
Going concern assumption
The group reported a loss after tax of $713,000 (2017: $1,980,000) and cash inflows from operating activities
of $1,849,000 (2017: $1,257,000) for the year ended 31 December 2018. As at 31 December 2018,
the group had cash of $933,000 (2017: $1,563,000), borrowings falling due for repayment in the next 12
months of $4,148,000 (2017: $591,000) and net current liabilities of $1,604,000 (2017: net current assets of
$2,087,000).
The company closely monitors its cash requirements as described in note 5.1(d). In December 2018, the
group secured a $1,500,000 trade finance facility from a bank which was undrawn at balance date. After
balance date, the company secured an option to extend the repayment date of the US$600,000 loan from
Meta Capital Limited, from June 2019 to March 2020.
In assessing the adoption of the going concern principle in the preparation of the financial statements, the
directors have reviewed and adopted the group future cash flow forecast (forecast) to 31 March 2020. In
preparing the forecast, management also considered known events and conditions beyond 31 March 2020.
The group is forecasting for 2019 to be a year of further profit expansion with EBITDA higher than for 2018
and to generate cash flows from operations that will support investing activities and repayment of borrowings
on their due date. This forecast includes judgments and estimates over key assumptions relating to future
revenue, gross margins, operating costs and capital expenditure and the ability to manage those costs to
respond to changes that might arise between actual and forecast cash flows over the forecast period. The
forecast also includes future cash inflows of $1,325,000 from employees for the exercise of partly paid
ordinary shares and US employee options, the exercise of which depends on circumstances at the time.
Management have considered several risk scenarios, including mitigating actions that would be undertaken
in the event actual cash flows vary adversely from forecast. These actions include deferring planned
increases in headcount and delaying capital expenditure, if required, where this expenditure does not
adversely impact sale growth and margins. The group can also take extended payment terms from its major
supplier. It should be noted that by their very nature, forecasts include inherent uncertainty and actual
results may vary.
Given the nature of the judgments and estimates noted above and the management’s ability to take
mitigating actions, it is the considered view of the Directors that the group will have access to adequate
resources to meet its ongoing obligations for at least a period of 12 months from the date of signing these
consolidated financial statements.
On this basis, the Directors have assessed it is appropriate to adopt the going concern basis in preparing its
financial statements.
(b) Principles of consolidation
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is
exposed to, or has rights to, variable returns from its involvement with the entity and can affect these returns
through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are
deconsolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the group.
The cost of an acquisition is measured as the fair value of the assets given and equity instruments issued,
and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired, and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over
the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of
acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised
directly in the Statement of Comprehensive Income.
Intercompany transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies of the group.
28
ANNUAL REPORT 2018
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The company’s
functional currency is US Dollars because its purchase and sale of product is mainly denominated in US
Dollars. Subsidiaries and operations in the USA, China, Brazil, Turkey, Mexico, Italy, Australia and Singapore
use their local currency as the functional currency.
The consolidated financial statements are presented in New Zealand dollars, rounded to the nearest
thousand, which is the group’s presentation currency. The presentation currency remains New Zealand
dollars due to the company’s shareholder base being concentrated in New Zealand.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
(iii) Foreign operations
The results and balance sheets of all foreign operations that have a functional currency different from New
Zealand dollars are translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the
Statement of Financial Position;
• income and expenses for each Statement of Comprehensive Income are translated at average exchange
rates, unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions; and
• all resulting exchange differences are recognised in other comprehensive income as a separate
component of equity.
(d) Critical accounting estimates
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are detailed in the following notes to the financial statements:
Area of estimation
• Going concern assumption – note 1.2a
• Development costs – capitalisation of expenses and impairment testing – note 3.3
(e) Changes in accounting policies
This note explains the impact of the adoption of NZ IFRS 9 Financial Instruments, NZ IFRS 15 Revenue from
Contracts with Customers and NZ IFRS 16 Leases on the group’s financial statements.
The new accounting policy for each standard adopted are detailed in:
NZ IFRS 9 - note 3.1(b)
NZ IFRS 15 - note 2.2
NZ IFRS 16 - note 6.5
The adjustments arising from NZ IFRS 15, NZ IFRS 9 and NZ IFRS 16 are recognised in the opening balance
sheet on 1 January 2018. The following table shows the adjustments recognised for each individual line item
as recognised in the opening balance sheet without restating comparative information. The adjustments are
explained in more detail by accounting standard below.
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ANNUAL REPORT 2018
Consolidated Statement of Financial
Position
2017 as
originally
presented
$000s
NZ IFRS 15
$000s
NZ IFRS 9
$000s
NZ IFRS 16
$000s
1 January
2018
Restated
$000s
Current assets
Cash and cash equivalents1,563---1,563
Trade and other receivables11,690(175)(10)-11,505
Derivative financial instruments6---6
Inventories3,02566--3,091
Total current assets16,284(109)(10)-16,165
Non-Current Assets
Plant and equipment
948--1,4612,409
Intangible assets6,931---6,931
Total non-current assets7,879--1,4619,340
Total assets24,163(109)(10)1,46125,505
Current Liabilities
Trade and other payables12,703---12,703
Contract liabilities526---526
Provisions377---377
Borrowings591--178769
Total current liabilities14,197--17814,375
Non-Current Liabilities
Borrowings2,007--1,5313,538
Contract liabilities824---824
Total non-current liabilities2,831--1,5314,362
Total liabilities17,028--1,70918,737
Net assets$7,135($109)(10)($248)$6,768
Equity
Contributed equity123,608---123,608
Accumulated losses(114,106)(109)(10)(248)(114,473)
Other reserves(2,367)---(2,367)
Total equity$7,135($109)(10)($248)$6,768
NZ IFRS 9 Financial instruments
NZ IFRS 9 replaces the provisions of NZ IAS 39 that relate to the recognition, classification and measurement
of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets
and hedge accounting. Financial assets are assets that are cash, equity instruments and / or a contractual right
to receive cash or another financial asset. The group’s financial assets include cash, accounts receivable and
forward foreign exchange contracts. Financial liabilities are contractual obligations to deliver cash or another
financial asset or a contract that will or may be settled by delivering equity. The group’s financial liabilities
include trade payables, borrowings and forward foreign exchange contracts.
The adoption of NZ IFRS 9 resulted in changes in accounting policies and adjustments recognised in the
financial statements, disclosed in note 3.1(b). Financial assets are measured at fair value upon initial recognition
and subsequently at amortised cost or fair value through other comprehensive income. As a result of the
transition to NZ IFRS 9, the group reclassified a portion of trade receivables from amortised cost to fair value
through other comprehensive income because the group's business model is to hold these receivables to collect
and sell (note 3.1(b)). All other financial assets continue to be measured at amortised cost. The group’s financial
liabilities are measured initially at fair value and subsequently at amortised cost. The group has no material
30
ANNUAL REPORT 2018
hedging arrangements.
In relation to the change in impairment methodology, the group applies the NZ IFRS 9 simplified approach to
measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. This
resulted in an increase in the loss allowance on 1 January 2018 of $10,000 for all trade receivables with an
equivalent increase in accumulated losses at that date. The loss allowance increased by a further $6,000 for
trade receivables during the current reporting period. In accordance with the transitional provisions in NZ IFRS
9, comparative figures have not been restated.
There was no other impact on financial assets and financial liabilities.
NZ IFRS 15 Revenue from Contracts with Customers
The group has adopted NZ IFRS 15 from 1 January 2018 which resulted in changes in accounting policies and
adjustments to the amounts recognised in the opening balance sheet. The group applied NZ IFRS 15 with the
cumulative effect of applying the accounting standard for the first time recognised at the date of initial application
of 1 January 2018.
The adoption of NZ IFRS 15 resulted in a contract with an overseas distributor being treated as an agency
service contract instead of principal goods purchase and sale contract. The company has an agreement
with a distributor in Brazil whereby that distributor transacts on behalf of the company. Previously the group
recognised revenue on delivery of product to that distributor. Under NZ IFRS 15, revenue is only recognised
upon delivery of that product by the distributor to the ultimate customer. The distributor does not have an
unconditional obligation to pay for the product until it receives payment from the end customer.
The impact of adopting NZ IFRS 15 on the results for 2018 was to reduce reported revenue by $88,000, reduce
reported gross profit by $165,000 and reduce reported EBITDA by $182,000. Inventory increased by $486,000
and trade receivables decreased by $864,000.
If comparative amounts for the 2017 year had been restated, revenue for the 2017 financial year would have
increased by $157,000, gross profit increased by $7,000 and operating expenses increased by $36,000.
Accumulated losses at 31 December 2017 would have increased by $29,000. Amounts disclosed at 31
December 2017 for trade and other receivables would have decreased by $175,000 and inventory increased by
$66,000.
NZ IFRS 16 Leases
The group has adopted NZ IFRS 16 retrospectively from 1 January 2018 but has not restated comparatives for
the 2017 reporting period as permitted under the specific transition provisions in the standard.
On adoption of NZ IFRS 16, the group recognised lease liabilities in relation to leases which had previously
been classified as operating leases under the principles of NZ IAS 17 Leases. These liabilities were measured
at the present value of the remaining lease payments, discounted using the incremental borrowing rate as of 1
January 2018. The weighted average incremental borrowing rate applied to the lease liabilities on 1 January 2018
was 6.6%.
2018
$000s
Operating lease commitments disclosed as at 31 December 2017652
Add adjustment for different treatment of property lease renewal option1,581
Less short-term leases recognised on a straight-line basis as an expense(50)
Discounted using the group’s incremental borrowing rate of 6.6%(474)
Add finance lease liabilities recognised as at 31 December 201734
Lease liability recognised as at 1 January 2018$1,743
The associated right-of-use assets were measured on a retrospective basis as if the new rules had always
been applied. Property, plant and equipment increased by $1,461,000 on 1 January 2018. The net impact on
accumulated losses on 1 January 2018 was $248,000.
In applying NZ IFRS 16 for the first time, the group has used the following practical expedients permitted by the
standard:
• The use of a single discount rate to leases with reasonably similar characteristics; and
• Short term leases of less than 12 months and low-value assets (US$5,000 or less) are recognised as an
operating expense in the Statement of Comprehensive Income.
31
ANNUAL REPORT 2018
2. Results for the year
This section focuses on the results and performance for the group and how those numbers are calculated.
2.1 Segment information
An operating segment is a component of an entity that engages in business activities from which it earns
revenues and incurs expenses, whose operating results are regularly reviewed by the chief operating
decision maker and for which discrete financial information is available.
The chief operating decision maker, who is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Chief Executive Officer supported by the Management
Team who report directly to the CEO.
(a) Reportable segments
The group is organised on a global basis into one operating segment - marketing, sale, manufacture and
development of IoT solutions, electric motors and associated electronics. The financial statements therefore
reflect the results and financial position of the segment.
(b) Geographical segments
The group operates in three main geographical areas, although it is managed on a global basis.
Revenue from external customers by geographic areas
2018
$000s
2017
$000s
Americas50,28235,939
Asia / Pacific (APAC)4,2863,562
Europe / Middle East / Africa (EMEA)4,1933,807
Total$58,761$43,308
Revenue is allocated above based on the country in which the customer is located.
APAC revenue includes $143,000 (2017 – $7,000) from New Zealand customers.
Major Customers
The group has four major customers (defined as customers representing 10% or more of revenues)
accounting for invoiced revenues of $31,395,000 (2017: two customers accounting for invoiced revenues of
$22,457,000), all within the Americas geographic segment.
Total non-current assets
2018
$000s
2017
$000s
Americas3420
Asia / Pacific (APAC) – mainly in New Zealand11,6927,853
Europe / Middle East / Africa986
Total$11,824$7,879
Total non-current assets are allocated based on where the assets are located.
32
ANNUAL REPORT 2018
2.2 Revenue
2018
$000s
2017
$000s
Sales of goods revenue – recognised at a point in time58,17143,081
Services revenue – recognised over time
590227
$58,761$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. The group
disaggregates revenue from contracts with customers by geographical regions, which is detailed in note
2.1(b).
(a) Sale of Goods
The group manufactures and sells a range of energy efficient motors and IoT hardware to the food and
beverage market. Sales are recognised when control has transferred to the buyer which is usually when
delivery of the goods to the buyer pursuant to the Incoterms that apply, and there is no unfulfilled obligation
that could affect the customer’s acceptance of the products. Delivery occurs when the products have been
delivered in accordance with the pre-agreed Incoterms between the group and the buyer, the risks of
obsolescence and loss have been transferred to the buyer, and either the buyer has accepted the products in
accordance with the sales arrangement, the acceptance provisions have lapsed, or the group has objective
evidence that all criteria for acceptance have been satisfied.
Some of the sale of goods are subject to CIF (Cost, Insurance and Freight) Incoterms. The group considers
these freight services to be a distinct service. For these sales, the total sales price is allocated to the
separate performance obligations, being the product and the insurance and freight costs. Further, the
group considers itself an agent only in the provision of the freight services. Revenue for the CIF element is
recognised only to the extent of the margin for providing the agent services. However, there are limited sales
under CIF terms and the impact on revenue is estimated to be minor.
The group has in-market distributors in China and Brazil to supply goods to buyers in those markets who
require local delivery. These distributors transact as agents. The group is the principal in these transactions.
Sales of product are recognised when these distributors deliver the product to buyers at which point control
has passed to the buyer.
Product may be sold with retrospective volume rebates based on aggregate sales over a 12 months period.
Revenue from these sales is recognised based on the price specified in the contract, net of the estimated
volume rebates. Accumulated experience and customer knowledge are used to determine the rebate
amounts using the expected value method and revenue is only recognised to the extended that it is highly
probable significant reversals will not occur. The liability to pay volume rebates is recognised (included in
trade and other payables) in respect of sales made until the end of the reporting period.
No element of financing is deemed present as the sales are made with a credit term of 30 - 120 days which
is consistent with market practice. A receivable is recognised when the goods are delivered as this is the
point of time that the consideration is unconditional because only the passage of time is required before the
payment is due.
(b) Sale of services
Associated with the supply of IoT hardware, the group supplies a range of data, SAS and reporting services,
all installed on every SCS Connect and SCS Click sold and are distinct services from the sale of goods.
Revenue from the provision of such services is recognised when services are rendered to the buyer.
Contracts typically cover a period from hardware supply of anywhere from 1 to 10 years, dependent on
customer requirements. Contracts specify the price for the provision of the services. Revenue from such
contracts is recognised on a straight-line basis over the contract term because the customer receives and
uses the benefits simultaneously.
33
ANNUAL REPORT 2018
The group has received revenue in previous years amounting to $US212,000 in connection with the
development of a new motor product. This revenue has been deferred as a contract liability and will be
recognised in the income statement when the motor development is complete, and products are sold
pursuant to a licence agreement.
Contract liabilities
2018
$000s
2017
$000s
Carrying amount at start of year1,350591
On acquisition of iProximity Pty Limited (note 6.1b)18-
Invoiced in the year2,0631,004
Recognised (590)(227)
Exchange adjustment131(18)
Carrying amount at end of year$2,972$1,350
2.3 Other Income
2018
$000s
2017
$000s
Net foreign exchange gains144215
Other income736
$151$251
2.4 Operating expenses
(a) Employee benefits
2018
$000s
2017
$000s
Wages and salaries and other short-term benefits8,9867,754
Employee share options expense1256
Employee benefits$8,998$7,810
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the reporting date are recognised in other payables in respect of
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and
measured at the rates paid or payable.
The group recognises a liability and an expense for bonuses and creates a provision where contractually
obliged or where there is a past practice that has created a constructive obligation.
2.5 Income tax expense
Current and deferred income tax
The income tax expense or revenue for the year is the tax payable on the current period’s taxable income
(based on the national income tax rate for each jurisdiction) adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered, or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
34
ANNUAL REPORT 2018
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction,
other than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Goods and Services Tax (GST) and Value Added Tax (VAT)
The Statement of Comprehensive Income has been prepared so that all components are stated exclusive
of GST and VAT. All items in the Statement of Financial Position are stated net of GST and VAT, except for
receivables and payables, which include GST and VAT invoiced.
(a) Income tax expense
The company and group have unrecognised tax losses available to carry forward and offset against
current year taxable income. Taxation of $261,000 (2017: $83,000) is payable in respect of some overseas
subsidiaries.
(b) Unrecognised tax losses
2018
$000s
2017
$000s
Reported loss for period before tax
(452)(1,897)
Non-deductible / non-assessable items98355
Less unrecognised timing differences2,3611,185
Net loss for tax purposes2,007(357)
Losses carried forward from prior years(101,788)(100,474)
Adjustment of prior periods(1,353)71
Overseas taxable income(676)(401)
Exchange adjustments217(627)
Losses available to carry forward to future years($101,593)($101,788)
Of the total consolidated losses available to carry forward to future years, $903,000 (2017 - $1,968,000)
arises in the USA and is subject to their continuity requirements. USA Federal tax losses expire after 15 to
20 years, depending on when those losses were incurred. During the 2018 year no USA Federal tax losses
expired (2017 - None).
(c) Unrecognised deferred tax balances
The group has not recognised income tax losses and temporary differences as a future income tax benefit
due to the uncertainty of their recoverability in the immediate future. Losses available to be carried forward
are subject to the shareholder continuity requirements of the New Zealand Income Tax Act 1994 and the
countries in which the losses have arisen. Deferred income tax assets and liabilities are offset when there is
a legally enforceable right to offset and they relate to the same tax authority. The New Zealand corporate tax
rate of 28% has been used to determine the below unrecognised deferred tax assets:
35
ANNUAL REPORT 2018
2018
$000s
2017
$000s
Doubtful debts
3630
Inventory provisions and eliminations 12145
Employee benefits293269
Other timing differences1,098699
Tax losses to carry forward28,45028,501
Unrecognised net deferred tax asset$29,998$29,544
(d) Imputation credits
The group has no imputation credits available (2017 – $nil) and no movements occurred in the Imputation
Credit Account (2017 – $nil).
2.6 Earnings per share
Earnings per share (‘EPS’) is the amount of post-tax profit attributable to each share.
Basic EPS of a loss of 0.28 cents (2017 – loss of 0.77 cents) is calculated by dividing the loss attributable
to equity holders of the company of $713,000 (2017 – ($1,980,000)) by the weighted average number of
ordinary shares in issue during the year of 257,235,719 (2017 – 257,041,576).
Diluted EPS of a loss of 0.28 cents (2017 - loss of 0.77 cents) reflects any commitments the group has
to issue shares in future that would decrease EPS. The weighted average number of ordinary shares is
compared with the number of shares that would have been issued assuming the exercise of share options.
As at 31 December, the following instruments existed that are, or were, potentially dilutive of future earnings
per share, but were not included in the calculation of diluted EPS for that year because the effect in that year
would have been anti-dilutive:
Number of shares
20182017
Part paid shares
12,460,63812,703,070
US employee share options1,818,3851,914,601
36
ANNUAL REPORT 2018
3. Operating assets and liabilities
This section focuses on the assets used to generate the group’s trading performance and the liabilities
incurred as a result.
3.1 Working capital
Working capital represents the assets and liabilities the group generates through its trading activities. The group
therefore defines working capital as cash, trade and other receivables, inventory and trade and other payables.
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other
short term and highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
2018
$000s
2017
$000s
Cash on hand and at bank372835
Call deposits485652
Short term bank deposit7676
$933$1,563
The carrying amount of the group’s cash and cash equivalents is denominated in the following currencies:
NZ$147151
US$6141,370
Other17242
$933$1,563
(b) Trade and other receivables
Trade receivables are recognised initially at the value of the invoice sent to the customer. The group
generally holds the trade receivables with the objective to collect the contractual cash flows and therefore
measures them subsequently at amortised cost using the effective interest rate method. The carrying
amounts of the trade receivables also includes a $1,970,000 receivable which is subject to a factoring
arrangement without recourse. Under this arrangement the group holds the trade receivable with the
object to collect and sell the contractual cash flows and therefore measures them subsequently at fair value
through other comprehensive income. The receivables are de-recognised from the balance sheet when
the cash is received through the factoring arrangement. Any fair value adjustments accumulated within
other comprehensive income are recycled through the profit and loss account upon de-recognition of the
receivable. As at the year end, no impact was recorded within other comprehensive income as a result of
this arrangement. Trade receivables are generally due for settlement no more than 120 days from the date of
recognition.
From 1 January 2018, the group applied the simplified approach permitted by NZ IFRS 9 which requires
expected lifetime credit losses to be recognised from initial recognition of the trade receivable. Trade
receivables are written off when there is no reasonable expectation of recovery.
NZ IFRS 9 requires the group to calculate expected credit losses on trade receivables using a provision
matrix. The group has reviewed its credit loss experience over the period from 2013 to 2017 and has
determined that the credit loss experience over that period was 0.1% of revenue. Consideration has been
given to market environmental factors to determine whether future conditions will impact. The provision for
credit loss at balance date has been calculated at 0.1% (2017: 0.1%).
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ANNUAL REPORT 2018
2018
$000s
2017
$000s
Trade receivables16,90011,146
Provision for loss allowance(130)(107)
Net trade receivables16,77011,039
Prepayments475325
VAT/GST refunds due617259
Income tax refund due3522
Other receivables8145
$17,978$11,690
The carrying amount of the group’s trade and other receivables is denominated in the following currencies:
NZ$31749
US$16,40710,706
EUR70112
Other1,184823
$17,978$11,690
Provision for loss allowance
Carrying amount at start of year107148
Adjustment on adoption of NZ IFRS 910-
Increase / (decrease) in loss allowance7(39)
Exchange adjustment6(2)
Carrying amount at end of year$130$107
The increase in provision is recognised within ‘Operating expenses’ in the Statement of Comprehensive
Income.
(c) Inventories
Inventories are stated at the lower of cost and net realisable value. Costs are assigned to individual items of
inventory based on first in first out. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs necessary to make the sale.
Management reviews inventory on a line by line basis. Judgments are made about expected selling prices
and obsolescence based on forecast sales. A provision is recognised for inventory which is expected to sell
for less than cost.
2018
$000s
2017
$000s
Finished goods – at cost3,4492,271
Work in progress – at cost1,244549
Raw materials – at cost342267
Less inventory provisions(145)(62)
Total inventories$4,890$3,025
All inventories are subject to a security interest.
Cost of inventories recognised as an expense and included in cost of sales $42,670,000 (2017: $31,434,000).
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ANNUAL REPORT 2018
(d) Trade and other payables
Trade payables are recognised at the value of the invoice received from a supplier. These amounts represent
liabilities for goods and services provided to the group prior to balance date. The amounts are unsecured and
are usually paid within 90 days of recognition.
2018
$000s
2017
$000s
Trade payables18,13811,233
Employee entitlements 1,3371,179
Income tax payable-49
Accrued expenses737242
$20,212$12,703
The carrying amount of the group’s trade and other payables is denominated in the following currencies:
NZ$1,8491,625
US$17,89610,468
Other467610
$20,212$12,703
(e) Provisions
Provisions are recognised when the group has a present legal or constructive obligation because of past
events, is more likely than not that an outflow of resources will be required to settle the obligation, and the
amount has been reliably estimated. Provisions are not recognised for future operating losses.
The group sells goods with warranty periods of up to five years. The terms of the warranty provide that the
group will repair or replace items that fail to perform satisfactorily. A provision has been recognised based on
historical data and average levels of repairs and warranty claims experienced by the group. It is expected
that the provision will be utilised within one year as any product failures are typically exhibited within one year
of sale.
Warranty provision
2018
$000s
2017
$000s
Carrying amount at start of year377253
Additional provisions recognised137300
Amounts used(124)(175)
Exchange adjustment25(1)
Carrying amount at end of year$415$377
3.2 Plant & equipment
All property, plant and equipment are stated at historical cost less depreciation and impairments. Historical
cost includes expenditure that is directly attributable to the acquisition of the items and the costs of bringing
the asset to the location and condition for it to be capable of operating in the manner intended.
Costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the group and the cost
of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of
Comprehensive Income during the financial year in which they are incurred.
Depreciation of plant and equipment is calculated using the straight-line method to allocate their cost net of
their residual values, over their estimated useful lives, as follows:
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ANNUAL REPORT 2018
Useful Life
Plant and equipment 3 – 15 years
Property 12 years
Office equipment, furniture and fittings 3 – 15 years
The assets’ residual values and useful lives are reviewed and adjusted as appropriate at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Plant and equipment can be analysed as follows:
Plant &
equipment
$000s
Office
equipment,
furniture &
fittings
$000s
Property
$000s
Total
$000s
At 31 December 2016
Cost5,1961,796-6,992
Accumulated depreciation and impairment(4,380)(1,460)-(5,840)
Exchange adjustment(35)(118)-(153)
Net book amount$781$218-$999
Year ended 31 December 2017
Opening net book amount
781218-999
Additions
23030-260
Depreciation
(229)(72)-(301)
Exchange adjustment
(11)1-(10)
Closing net book amount
$771$177-$948
At 31 December 2017
Cost5,4261,826
-
7,252
Accumulated depreciation and impairment(4,609)(1,532)
-
(6,141)
Exchange adjustment(46)(117)
-
(163)
Net book amount
$771$177-$948
Year ended 31 December 2018
Opening net book amount
771177-948
Adjustment on adoption of NZ IFRS 16 (note 6.5)
2481,4291,461
Additions
74690-836
Depreciation
(250)(107)(179)(536)
Exchange adjustment
525241145
Closing net book amount
$1,343$220$1,291$2,854
At 31 December 2018
Cost
6,2161,9282,07810,222
Accumulated depreciation and impairment
(4,879)(1,643)(828)(7,350)
Exchange adjustment
6(65)41(18)
Net book amount
$1,343$220$1,291$2,854
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ANNUAL REPORT 2018
Depreciation
2018
$000s
2017
$000s
Plant and equipment250229
Office equipment, furniture & fittings, and property28672
$536$301
Capital commitments
Capital commitments contracted for at 31 December 2018 amounted to $361,000 (2017 - $41,000).
3.3 Intangible assets
Research, development and patent costs
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical
knowledge and understanding, is recognised in the Statement of Comprehensive Income as an expense
when it is incurred.
Expenditure on development activities, being the application of research findings or other knowledge
to a plan or design to produce new or substantially improved products or services before the start of
commercial production or use, is capitalised if the product or service is technically and commercially feasible
and adequate resources are available to complete development. This involves the use of judgement.
Development costs are capitalised once it can be demonstrated that the asset is supported by future
economic benefits. Management considers the following criteria when making its judgment as to when it is
appropriate to commence capitalisation of development costs:
• technical feasibility of completing the development so that it will be available for use or sale;
• intention to complete the development;
• ability to use the developed asset or sell it;
• existence of a market;
• availability of adequate technical, financial and other resources to complete and commercialise the
development; and
• ability to measure reliably the expenditure attributable to the development.
All capitalised development costs met the criteria as outlined above.
The expenditure capitalised comprises all directly attributable costs, including costs of materials, services,
direct labour and an appropriate proportion of overheads.
Development expenditure which does not meet the criteria for capitalisation is recognised in the Statement of
Comprehensive Income as an expense as incurred. Capitalised development expenditure is stated at cost
less accumulated amortisation and any impairment losses.
Amortisation is calculated using the straight-line method to allocate the cost over the period of the expected
benefit, up to a maximum of 10 years for motors and up to a maximum of 5 years for SCS Controllers.
Judgment is involved in determining this period of benefit. For motors, the group considered the earlier
versions of motors and the length of time from completion to continued sales contribution; whereas for
SCS controllers, the group considered that 5 years is an appropriate life given the inherent risk of rapid
technological change.
Patents
Capitalised patent costs are amortised on a straight-line basis over the period of expected benefit no longer
than the life of the patent, up to a maximum of 20 years.
Computer software
Acquired computer software licences are capitalised based on the costs incurred to acquire and bring to use
the specific software. These costs are amortised over their estimated useful lives (3 to 5 years).
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ANNUAL REPORT 2018
Costs associated with maintaining computer software programmes are recognised as an expense as
incurred.
Impairment testing of non-financial assets
Intangible assets that have an indefinite useful life or intangible assets not ready for use are not subject to
amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash generating units).
Intangible assets can be analysed as follows:
Internally
Generated
Development
costs
$000s
Patents
$000s
Goodwill
$000s
Other
$000s
Total
$000s
At 31 December 2016
Cost10,2431,361-67512,279
Accumulated amortisation (5,152)(922)-(487)(6,561)
Exchange adjustment20613-(23)196
Net book amount$5,297$452$-$165$5,914
Year ended 31 December 2017
Opening net book amount
5,297452-1655,914
Additions2,31145-22,358
Amortisation and impairment(1,130)(102)-(13)(1,245)
Exchange adjustment(86)(9)-(1)(96)
Closing net book amount$6,392$386$-$153$6,931
At 31 December 2017
Cost12,5541,406-67714,637
Accumulated amortisation (6,282)(1,024)-(500)(7,806)
Exchange adjustment1204-(24)100
Net book amount$6,392$386$-$153$6,931
Year ended 31 December 2018
Opening net book amount6,392386-1536,931
Additions2,1497389643,122
Amortisation and impairment(1,368)(98)-(9)(1,475)
Exchange adjustment36222-8392
Closing net book amount$7,535$383$896$156$8,970
At 31 December 2018
Cost14,7031,47989668117,759
Accumulated amortisation(7,650)(1,122)-(509)(9,281)
Exchange adjustment48226-(16)492
Net book amount$7,535$383$896$156$8,970
The goodwill relates to the provisional goodwill from the iProximity Pty Limited acquisition (note 6.1(b)).
42
ANNUAL REPORT 2018
Included within internally generated development costs is $2,329,000 (2017: $2,237,000) for projects
underway and not complete at balance date. This cost is not yet being amortised. An impairment
assessment has been performed at 31 December 2018 considering costs to complete the developments,
costs to set up the manufacturing capability, estimates of market volume and price and estimated
manufacturing unit costs.
Amortisation and impairment
2018
$000s
2017
$000s
Amortisation of intangible assets1,4751,221
Impairment of intangible assets-24
$1,475$1,245
43
ANNUAL REPORT 2018
4. Capital and financing costs
This section sets out the group’s capital structure and shows how it finances its operations and growth.
To finance the group’s activities (now and in the future) the Board monitors and determines the appropriate
capital structure for Wellington to execute strategy and to deliver its business plan.
4.1 Borrowings
2018
$000s
2017
$000s
Current portion
Loan facility – Smartshares Limited500-
Loan facility – Meta Capital Limited894564
Loan facility – Onimeg Investments Limited2,500-
Other borrowings25427
Liability at end of year$4,148$591
Non-Current portion
Loan facility – Smartshares Limited-2,000
Other borrowings1,4947
Liability at end of year$1,494$2,007
Borrowings are initially recognised at fair value, net of transaction costs incurred, and are subsequently
measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised
in the Statement of Comprehensive Income over the period of the borrowings using the effective interest
method. Borrowings are classified as current liabilities unless the group has an unconditional right to defer
settlement of the liability for at least 12 months after balance date. Borrowing costs are expensed when
incurred.
Loan facility – Smartshares Limited
The company has a $2 million unsecured loan facility from Smartshares Limited, a shareholder. The facility
expires on 22 March 2019. $1,500,000 was repaid in September 2018 and $500,000 remains owing as at 31
December 2018. Interest is payable quarterly at 15.75% pa. A $20,000 annual revolver fee is payable.
Loan facility – Meta Capital Limited
The loan outstanding at 31 December 2017 and an additional US$200,000 during the year from Meta Capital
Limited, a company related to a director, was repaid in May 2018. In June 2018 the company borrowed a
further US$ 600,000 which is due for repayment on 28 June 2019. Interest is payable at 12.5% on repayment
(16.5% from October 2018 on extension of the repayment date).
Loan facility – Onimeg Investments Limited
In September 2018 the company borrowed $2,500,000 from Onimeg Investments Limited. The loan is due
for repayment on 17 September 2019 and is unsecured. Interest is payable at 16% pa on a quarterly basis in
arrears.
Other borrowings
Comprises lease liabilities in respect of “right of use” assets accounted for in 2018 under NZ IFRS 16 Leases
(see note 6.5).
44
ANNUAL REPORT 2018
4.2 Finance
2018
$000s
2017
$000s
Finance income
Other interest income745
$7$45
Finance expenses
Mandatory convertible preference shares-537
Interest paid / payable – Smartshares Limited248244
Interest paid / payable – Meta Capital Limited1088
Interest paid / payable – Onimeg Investments Limited119-
Other interest expense437145
$912$934
4.3 Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
2018
Shares
2017
Shares
2018
$000s
2017
$000s
Ordinary shares – fully paid257,436,000257,097,352123,590123,571
Ordinary shares – partly paid12,460,63812,703,0703737
US employee share options1,818,3851,914,601--
Total shares and options on issue271,715,023271,715,023$123,627$123,608
(a) Ordinary shares – fully paid
Opening balance of ordinary shares on issue257,097,352231,684,047123,571117,155
Issue of ordinary shares during the year:
• Conversion of Preference Shares-25,211,740-6,429
• Exercise of part paid shares338,648201,5651919
• Share issue costs---(32)
Ordinary fully paid shares on issue at year end
257,436,000257,097,352$123,590$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
Partly paid shares outstanding at start of year12,703,07012,904,6353737
Issue of partly paid shares during the year:----
Exercise of part paid shares during the year(242,432)(201,565)--
Ordinary part paid shares on issue at year end
12,460,63812,703,070$37$37
For further details of part paid shares see 6.2c
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ANNUAL REPORT 2018
(c) US employees share options (numbers)
2018
Share Options
2017
Share Options
Options outstanding at start of year1,914,6011,914,601
Issue of U.S. employee options during the year:(96,216)-
Outstanding at end of year1,818,3851,914,601
4.4 Accumulated losses
2018
$000s
2017
$000s
Opening balance(114,106)(112,126)
Adjustment on adoption of NZ IFRS 9, NZ IFRS 15 and NZ IFRS 16 (net of tax)(367)-
Loss for the year(713)(1,980)
Surrendered & lapsed employee share option scheme benefits--
Accumulated losses at end of year($115,186)($114,106)
4.5 Other reserves
2018
$000s
2017
$000s
Share option compensation reserve316304
Currency translation reserve(2,383)(2,689)
Hedging reserve-18
($2,067)($2,367)
(a) Share Option Compensation Reserve
2018
$000s
2017
$000s
Share based compensation recognised at start of year304248
Net compensation expensed1256
Surrendered & lapsed share option scheme transferred to accumulated losses--
$316$304
(b) Currency Translation Reserve
2018
$000s
2017
$000s
Opening balance(2,689)(2,568)
Movements for the year306(121)
($2,383)($2,689)
(c) Hedging reserve
2018
$000s
2017
$000s
Opening balance183
Cash flow hedge fair value (losses) / gains for the year(18)15
Tax on fair value (losses) / gains--
$-$18
46
ANNUAL REPORT 2018
5. Risk
This section presents information about the group’s exposure to financial and commercial risks; the group’s
objectives, policies and processes for managing those risks.
5.1 Key financial risks
The group’s principal financial instruments comprise receivables, payables, cash and cash equivalents,
borrowings and derivatives.
The group manages its exposure to the key financial risks – market risk (including foreign currency risk and
interest rate risk), credit risk, liquidity risk and capital risk. The group enters into derivative transactions
(principally forward currency contracts) to manage currency risks.
(a) Financial market risk
Foreign currency risk
The group operates internationally and is exposed to foreign currency risk arising from various currency
exposures. Presently the group's revenue is based on US$ pricing and invoicing is almost entirely US$
denominated. The company’s functional currency is US$. The majority of the group's product, manufacturing
and logistics cost is invoiced and settled in US$. This provides a strong natural hedge position between
revenues and costs. US$ funds are converted to NZ$ to meet New Zealand operational costs as required.
The group is primarily exposed to changes in other currencies against the US$ exchange rate. The group’s
exposure to foreign currency risk at the end of the reporting period, expressed in NZ$ was:
20182017
Carrying
amount
$000s
Currencies
other than
US$
$000s
Carrying
amount
$000s
Currencies
other than
US$
$000s
Cash9333191,563193
Trade and other receivables17,5031,09611,365984
Trade and other payables
(20,212)(2,316)(12,703)(2,235)
Borrowings(5,642)(4,748)(2,598)(2,034)
The sensitivity of profit or loss to changes in the exchange rates arises mainly from changes in other
currencies against the US$ exchange rate. The impact on post tax profit holding all other variables constant
at 10% sensitivity movement is as follows:
2018
$000s
2017
$000s
US$ exchange rate increase 10% relative to other currencies4071,767
US$ exchange rate decrease 10% relative to other currencies(407)139
The impact on other components of equity is not material because of minimal foreign forward exchange
contracts designated as cash flow hedges.
47
ANNUAL REPORT 2018
The impact of a change in NZ$ exchange rates on the reported NZ$ EBITDA result (excluding any gains /
losses arising on financial assets and liabilities summarised above) is demonstrated in the table below.
Reported
in NZ$
$000s
If NZ$ /
US$ rate
had been
0.60
$000s
If NZ$ /
US$ rate
had been
0.80
$000s
Revenue58,76168,01751,112
Gross profit14,25616,50212,400
Operating income151153150
Operating expenses (excluding depreciation & amortisation)(11,943)(12,480)(11,470)
EBITDA$2,464$4,175$1,080
Interest Rate Risk
The interest rate on all borrowings is fixed. There is no other interest-bearing debt.
The group has cash deposits in various currencies to facilitate trading in the countries in which it has a
presence. Most of the cash deposits are held in either NZ$ or US$.
The impact of a 1% increase / decrease in interest rates over a one-year period on the closing cash balance
is not significant.
(b) Credit risk
The group generally trades with customers and banking counterparties who are well established. While there
are individually significant customers, the group takes out trade credit insurance to provide better security.
Receivables balances are managed by and reported regularly to senior management according to credit
management policies and procedures. The amount outstanding at balance date represents the maximum
exposure to credit risk.
At balance sheet date, trade receivables of $565,000 were past due but not considered impaired (2017 -
$187,000). Of this amount $120,000 (2017 - $120,000) was 3 months or more overdue.
The group enters into forward foreign exchange contracts within specified policy limits and only with counter-
parties approved by directors.
Cash and cash equivalents are deposited with several financial institutions in New Zealand and overseas.
$371,000 is deposited with a major NZ trading bank with a Standard and Poors rating of AA- (2017: $637,000
AA-) and $176,000 (2017: $656,000) with Western Union. The remaining balance of $386,000 (2017:
$270,000) is held across several territories and non-performance of obligations by the relevant banks is not
expected due to the credit rating of the counter parties considered.
(c) Liquidity risk
The group maintains regular forecasts of liquidity based on expected cash flows. The table below analyses
the group’s financial liabilities into relevant groups based on the remaining period at the reporting date to the
end of the contractual date.
The amounts disclosed are the contractual undiscounted cash flows.
20182017
$000's
Less than
6 months
7 to 12
months
More than
12 months
Less than
6 months
7 to 12
months
More than
12 months
Trade and other payables20,108--12,577--
Borrowings1,3942,500-7541582,079
Lease liabilities1311231,49413147
$21,633$2,623$1,494$13,344$172$2,086
48
ANNUAL REPORT 2018
Trade and other payables above exclude any liabilities for tax (including payroll taxes), statutory liabilities and
deferred income.
(d) Capital risk management
The company closely monitors its cash requirements. During the year the company secured a short-term
loan from Onimeg Investments Limited, a $1,500,000 trade finance facility from BNZ, a short-term loan from
Meta Capital Limited and negotiated flexibility in its payment terms with major suppliers. It has also deferred
some capital expenditure investment to 2019.
The company has not been subject to any externally imposed capital requirements during the period.
49
ANNUAL REPORT 2018
6. Other information
This section includes other information that must be disclosed to comply with accounting standards and other
pronouncements, but that is not immediately related to individual line items in the financial statements.
6.1 Subsidiaries
(a) The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in Note 1.2b.
Country of
incorporation
Class of
Shares
20182017
Wellington Drive Sales LtdNew ZealandOrdinary100%100%
Wellington Drive Technologies US, Inc
USAOrdinary100%100%
Wellington Motor Teknolojileri San Tic Ltd Sti
TurkeyOrdinary100%100%
Wellington Italia Srl
ItalyOrdinary100%100%
Wellington Drive Technologies Pte Ltd
SingaporeOrdinary100%100%
Wellington Refrigeration Singapore Pte Ltd
SingaporeOrdinary100%100%
Wellington Latin America Services SA de CV
MexicoOrdinary100%100%
Wellington Mexico Tecnologia SA de CV
MexicoOrdinary100%100%
iProximity Pty Limited
AustraliaOrdinary100%-
All subsidiaries have a common balance date of 31 December.
(b) Summary of acquisition
On 2 July 2018 the company acquired 100% of the issued share capital of iProximity Pty Limited, an
Australian based innovative proximity marketing solutions and consumer intelligence company. The
consideration for the acquisition comprises up-front payments of AU$1,250,000 and three-year cash and
share-based earn out targets as follows:
• AU$500,000 based on meeting specified EBIT targets (for iProximity’s existing business) for the 2018 and
2019 financial years;
• The issue of fully paid ordinary shares in the company in tranches based on meeting specified EBIT
targets for the period ending 31 December 2020 (9,448,964 shares) and based on Wellington’s SCS
Connect System controller unit sales for the same period (9,448,964 shares).
The purchase consideration is:
$000s
Cash paid1,367
Contingent consideration-
Total purchase consideration$1,367
As detailed above, additional consideration may be payable in cash on 31 March 2020. The potential
undiscounted amount payable is A$500,000. In addition, up to 18,897,928 ordinary shares in Wellington may
be issued.
The liability for contingent consideration has not yet been determined and will be finalised for inclusion in the
interim financial statements for the six months ended 30 June 2019.
Acquisition related costs of $16,000 are included in operating expenses in the Consolidated Statement of
Comprehensive Income and in operating cash flows in the consolidated cash flow statement.
50
ANNUAL REPORT 2018
Provisionally determined fair value of the assets and liabilities at the date of acquisition are as follows:
$000s
Intangible assets - platform536
Trade and other receivables18
Trade and other payables(65)
Contract liabilities(18)
Net identifiable assets acquired471
Provisional goodwill896
Net assets acquired$1,367
The goodwill is attributable to the profit impact that the acquired business is expected to have on the group’s
business.
The acquired business contributed revenues of $37,000 and a loss of $187,000 to the group from 2 July 2018
to 31 December 2018. It is not practical to determine the impact on revenue and profitability of the group if
the business had been acquired on 1 January 2018 because different accounting policies were adopted by
the acquired business and salaries for employees were not market related.
The initial accounting for the acquisition is incomplete due to the absence of reliable forecast information to
enable the assessment of contingent consideration.
6.2 Related party transactions
(a) Directors
The names of persons who are directors of the company are on pages 18 and 19.
(b) Key management personnel and compensation
Key management personnel compensation is set out below. Key management personnel comprise the
Directors including the Chief Executive Officer (CEO) and all the senior executives who report directly to the
CEO.
2018
$000s
2017
$000s
Salaries, fees and other short-term benefits1,8731,767
Share based remuneration640
Directors’ remuneration141139
Total$2,020$1,946
(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.
51
ANNUAL REPORT 2018
Ordinary shares – partly paid
Issue dateEarliest date
to exercise
Expiry
exercise
date
Share hurdle
price (cents)
Partly paid
share price
(cents)
Balance
payable on
exercise
(cents)
Outstanding
at 2018
(numbers)
Outstanding
at 2017
(numbers)
24 Jun 201324 Jun 201724 Jun 201916.2916.2915.791,635,6651,635,665
18 Jun 201418 Jun 201718 Jun 201914.2214.2213.721,260,5871,260,587
23 Jul 201423 Jul 201723 Jul 201914.7314.7314.231,890,2161,890,216
1 Jul 20151 Jul 20171 Jul 20195.215.215.112,316,8402,316,840
1 Jul 20151 Jul 20181 Jul 20205.655.655.531,647,7841,890,216
20 Apr 201631 Mar 201731 Mar 20199.439.439.233,287,5663,287,566
30 Sep 201630 Sep 201930 Sep 202118.1718.1717.81421,980421,980
12,460,63812,703,070
A Partly Paid Share Scheme was established in June 2008, to enable certain employees to acquire shares
in the company. After the earliest date to exercise, provided the market price for the company’s shares is, at
that date, equal to or greater than the hurdle price stated above (and on or before 2 years after the earliest
exercise date), employees can settle the unpaid balance of their part-paid shares and transfer the shares to
their name or the name of their nominated trustee.
The April 2016 issue of part paid shares is subject to the company achieving specific financial performance
targets in the 2016 financial year or at the discretion of the directors pursuant to the rules of the Scheme.
Wellington Drive Technologies Share Scheme Trustee Limited (WSST) acts as trustee holding the part-paid
shares on behalf of employees. These partly paid shares are not quoted on the NZX and are not tradable.
Mr Greg Allen, the company’s Chief Executive, was issued 1,260,587 partly paid shares in June 2014,
2,316,840 shares in 2015 and a further 1,218,073 in April 2016 subject to terms outlined above.
Fair value is assessed at the date that the partly paid shares or share options are granted using a binomial
option pricing model that takes into account the exercise price, the three year term of the partly paid shares or
options, the exercise criteria, the likelihood of staff turnover, the non-tradable nature of the partly paid share
or option, the share price at the issue or grant date, the volatility of the returns on the underlying share and
the risk-free interest rate for the term of the partly paid share or option.
U.S. employee share options
In June 2010 the Company established the United States Employees Share Option Plan under which the
Company can issue up to 3,000,000 options. The price at which options can be exercised under the United
States Share Option Plan is the closing sales price on the date of the grant plus a 30% premium. Further
details of share options granted are summarised below:
Grant dateExpiry dateExercise price (cents)
Outstanding at 2018
(numbers)
Outstanding at 2017
(numbers)
24 Jun 201324 Jun 201916.9
288,647288,647
23 Jul 201423 Jul 201914.3
288,647288,647
21 Aug 201421 Aug 201912.2
96,21696,216
1 Jul 20151 Jul 20195.59
288,647384,863
20 Apr 201631 Mar 201911.7
760,013760,013
30 Sep 201630 Sep 202018.2
96,21596,215
1,818,3851,914,601
52
ANNUAL REPORT 2018
(d) Meta Capital Limited loan
Meta Capital Limited is a company associated with a director, Mr J McMahon (see note 4.1).
(e) Smartshares Limited loan
Smartshares Limited is a substantial security holder (see note 4.1).
6.3 Contingencies
There are no material contingent liabilities or assets (2017 - $nil).
6.4 Financial instruments by category
2018
$000s
2017
$000s
Assets per Statements of Financial Position
Loans and Receivables
Trade and other receivables16,85111,084
Cash and cash equivalents9331,563
Derivatives used for hedging (at fair value)
Derivative financial instruments-6
$17,784$12,653
Liabilities per Statements of Financial Position at amortised cost
Trade and other payables20,21212,577
Borrowings5,6422,598
Derivatives used for hedging (at fair value)
Derivative financial instruments10-
$25,864$15,175
Fair value estimation
The only financial instruments carried at fair value are derivatives comprising forward foreign exchange
contracts and the embedded option in the preference shares.
The forward exchange contract has been classified as Level 2 and the embedded option as Level 3.
The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2)
• Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs)
(Level 3)
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the
balance sheet date, with the resulting value discounted back to present value.
53
ANNUAL REPORT 2018
6.5 Leases
The Statement of Financial Position shows the following amounts related to leases of right-of-use assets:
Right-of-use assets
2018
$000s
2017
$000s
Properties
1,291-
Plant & equipment45-
Office equipment and furniture & fittings5-
Total$1,341$-
Lease liabilities in respect of right-of-use assets*
Current187-
Non-current1,345-
Total$1,532$-
* included within borrowings. In the previous year, the group only recognised lease liabilities in relation to
leases that were classified as “finance leases” under NZ IAS 17 Leases.
Additions to the right-of-use assets during the 2018 financial year is disclosed at note 3.2.
The Consolidated Statement of Comprehensive Income shows the following amounts related to right-of-use
leases:
Depreciation charge for right-of-use assets
2018
$000s
2017
$000s
Properties
179-
Plant & equipment15-
Office equipment and furniture & fittings3-
Total$197$-
Interest expense on lease liabilities$106$-
Expense relating to short-term leases (included in operating expenses)$51$-
The total cash outflow for right-of-use leases during the 2018 financial year was $178,000. Lease
repayments in the Consolidated Cash Flow Statement includes $69,000 (2017: $25,000) for leases previously
classified as finance leases under NZ IAS 17.
The group’s leasing activities and how these are accounted for:
The group leases property, equipment and cars. Rental contracts are typically made for fixed periods but
may have extension options as described below. Lease terms for equipment and cars tend to be industry
standard. Other leases are negotiated on an individual basis.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased
asset is available for use by the group. Each lease payment is allocated between the liability and finance
cost. The finance cost is charged to Statement of Comprehensive Income over the lease period to produce
a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use
asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable
• Variable lease payments based on an index or rate
• Amounts expected to be payable by the lessee under residual value guarantees
54
ANNUAL REPORT 2018
• The exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
• Payments or penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined,
or the group’s incremental borrowing rate.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of lease liability
• Any lease payments made at or before the commencement date less any lease incentives received
• Any initial direct costs, and
• Restoration costs
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line
basis as an expense in the Statement of Comprehensive Income. Short-term leases are leases with a lease
term of 12 months or less. Low-value assets are assets of a value of US$5,000 or less.
Lease renewal options are included in the property lease. In determining the lease term, management
considers all facts and circumstances that create an economic incentive to exercise the renewal option.
Renewal options are only included in the lease term if the lease is reasonably certain to be extended. The
assessment is reviewed if a significant event or a significant change in circumstances occurs which affects
this assessment and that is within the control of the lessee.
6.6 Other disclosures
Auditors remuneration
2018
$000s
2017
$000s
PricewaterhouseCoopers (PwC):
- Audit of financial statements of the group155104
- Procedures over interim financial statements of the group77
Audit of subsidiaries by other auditors – Thong & Lim711
Total remuneration for audit and non-audit services$169$122
55
ANNUAL REPORT 2018
6.7 Cash flow information
(a) Reconciliation of loss for the year to net cash inflow from operating activities
2018
$000s
2017
$000s
Loss for the year
(713)(1,980)
Adjustments for:
Depreciation, amortisation & impairment2,0111,546
Share based payments1256
Amortisation of borrowing-329
Change in fair value of embedded option-126
Inventory provision movement83(9)
Loss allowance provision movement13(41)
Provision for warranty movement38124
Net foreign exchange differences(402)181
Increase in trade and other receivables(6,293)(2,634)
Increase in contract liabilities1,604759
(Increase) / decrease in inventories(1,948)445
Increase in trade and other payables7,4442,355
Net cash inflow from operating activities$1,849$1,257
(b) Net debt reconciliation
2018
$000s
2017
$000s
Cash and cash equivalents9331,563
Borrowings – repayable within one year(4,148)(591)
Borrowings – repayable after one year(1,494)(2,007)
Net debt($4,709)($1,035)
All borrowings are at fixed interest rates, with borrowings movements disclosed in note 4.1. Increase in
cash during the year of $630,000 (2017: $1,879,000 increase) included $96,000 increase (2017: $220,000
decrease) of exchange rate movements.
56
ANNUAL REPORT 2018
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Wellington Drive Technologies Limited
We have audited the consolidated financial statements which comprise:
the consolidated statement of financial position as at 31 December 2018;
the consolidated statement of comprehensive income for the year then ended;
the consolidated statement of movements in equity for the year then ended;
the consolidated cash flow statement for the year then ended; and
the notes to the consolidated financial statements, which include a summary of significant
accounting policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of Wellington Drive Technologies
Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects,
the financial position of the Group as at 31 December 2018, its financial performance and its cash
flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out agreed upon procedures over the interim financial statements of the Group. The
provision of this service has not impaired our independence as auditors of the Group.
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PwC
Our audit approach
Overview
An audit is designed to obtain reasonable assurance
whether the financial statements are free from material
misstatement.
Overall Group materiality: NZ$587,000, which
represents approximately 1% of revenue.
We chose revenue as the benchmark because, in our
view, it is the benchmark against which the performance
of the Group is most commonly measured by users, and
is a generally accepted benchmark.
We have determined that there is one key audit matter:
Evaluating future cash flow forecast supporting the
use of the going concern basis in the preparation of
the consolidated financial statements
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current year. The key audit matter below was
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 this matter.
Key audit matter
Evaluating future cash flow forecast supporting the use of the going concern basis in the
preparation of the consolidated financial statements
As described in note 1.2(a) Basis of preparation of the consolidated financial statements, the Group
has adopted the going concern basis when preparing its consolidated financial statements.
Management prepared the Group future cash flow forecast (forecast) for the period to March 2020
and considered known events or conditions beyond this forecast period.
The forecast includes a number of judgements and estimates, including:
future revenue
gross margins
operating costs and capital expenditure and management’s ability to manage these costs to
respond to changes that might arise between actual cash flows and forecasted cash flows over
the forecast period
future cash inflows from employee share schemes.
As the forecast used in this assessment includes judgements and assumptions with estimation
uncertainty, the audit of the forecast is an area of significance in the audit of the consolidated
financial statements.
How our audit addressed the key audit matter
Evaluating future cash flow forecast supporting the use of the going concern basis in the
preparation of the consolidated financial statements
The Directors have assessed that it is appropriate for the Group to adopt the going concern basis in
preparing its consolidated financial statements. The Directors’ going concern assessment included
the review and adoption of the forecast. We have therefore performed procedures over the forecast
as follows:
We gained an understanding of the Group’s strategy, business plan and the controls and process
in place for preparing and approving the cash flow forecast.
We obtained the forecast for the period to March 2020 that was approved by the Board of
Directors and undertook the following procedures:
- We tested the mathematical accuracy of the forecast.
- We assessed the reliability of the Group’s forecasting process by comparing the actual
financial performance of the Group against budget for the years ended 31 December 2016
and 31 December 2017. We also compared both the total and quarterly actual financial
performance against budget for the year ended 31 December 2018.
- We assessed the reasonableness of the following assumptions in the forecast:
o future revenue
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ANNUAL REPORT 2018
PwC
Key audit matter
We compared the forecast revenue to historical growth from 2016 to 2018 in total and
by product with reference to confirmed purchase orders and assessed the
reasonableness of these growth rates continuing into the future.
o gross margins
We performed a look back analysis on the gross margin in total and by product to
historical margins and, where the gross margins are forecast to change, we have
assessed the change against contractual pricing arrangements with suppliers.
o operating costs and capital expenditure and management’s ability to manage those
costs to respond to changes that might arise between actual cash flows and forecasted
cash flows over the forecast period.
We compared forecast operating costs to the prior year and identified staff costs to be a
major component. We considered the staff cost increases by comparing these to the
“employee plan” approved by the CEO.
We reviewed forecast capital expenditure and gained an understanding of their nature
to determine the reasonableness of any assumptions regarding the ability to defer these
costs.
We obtained an understanding of management’s plans and ability to defer certain costs
if necessary to settle the loans on their due dates and meet their other obligations as
they become due and payable in the ordinary course of business. We used look back
procedures to assess management’s representations that they have the ability to control
such costs.
- We inspected contracts and other supporting documentation of the financing facilities (and
in particular, covenant requirements) and arrangements with suppliers, including any
interest costs associated therewith.
- We performed a sensitivity analysis over reasonably possible changes in key assumptions
and the impact of these changes on the forecast, taking into consideration historical
performance, the minimum gross margin required to generate sufficient cash to pay the
loans on their due dates, discretionary operating costs, capital expenditure included in the
forecast, and future cash inflows from employees share schemes.
We have no matters to report.
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not and will
not express any form of assurance conclusion on the other information. At the time of our audit, there
was no other information available to us.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
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Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Sharon
Cresswell.
For and on behalf of:
Chartered Accountants
1 March 2019
Auckland
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ANNUAL REPORT 2018
Statutory information
Introduction
Directors have resolved that no dividend be declared payable.
The company does not have a credit rating.
Remuneration of Directors
During the year the following remuneration was paid or payable to directors:
20182017
Mr T. Nowell$50,000$50,000
Dr L. Jacobs$30,000$30,000
Mr G. Pausch
1.
$30,000$30,000
Mr J. McMahon
2.
$30,000$30,000
Mr J. Scott
3.
$ -$ -
Mr K Oliver
3.
$ -$ -
Note
1. Fees for Mr G. Pausch are paid to Board Advisory Services Ltd.
2. Fees for Mr J. McMahon are paid to Meta Capital Ltd.
3. Mr Scott and Mr Oliver were both appointed as directors in 2019.
Interested transactions
The Directors have disclosed the following transactions with the company:
• Interested transactions: In November 2017 the company obtained a US$600,000 unsecured loan facility from
Meta Capital Limited, a company related to John McMahon, a director. The company borrowed US$200,000
under this facility in January 2018 and repaid the loan in full in May 2018. In June 2018, the company borrowed
US$600,000 which is due for repayment in June 2019. Further details of the loan are in note 4.1. There have
been no other transactions during the year with interested or related parties of the directors.
• Directors’ remuneration: remuneration details of directors are provided above.
• Indemnification and insurance of officers and directors: The company indemnifies directors and executive
officers of the group against all liabilities which arise out of the performance of their normal duties as director
or executive officer, unless the liability relates to conduct involving lack of good faith. To manage this risk, the
group has indemnity insurance. The total cost of this insurance expensed during the year ended 31 December
2018 was $49,033 (2017 - $38,333).
• Directors’ share transactions: There were no changes in directors' shareholdings during the 2018 year. Details
of numbers of shares held by directors are shown below.
• Directors’ loans: There were no loans by the company to directors.
• The Board received no notices during the year from directors requesting to use company information received
in their capacity as directors which would not otherwise have been available to them.
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ANNUAL REPORT 2018
Directors’ Shareholding
31 December 201831 December 2017
Ordinary sharesTotal Relevant InterestDirectTotal Relevant InterestDirect
Mr T. Nowell280,458-280,458-
Mr J. McMahon9,966,342-9,966,342-
Mr G. Pausch-885,400-885,400
Employees
The number of employees, other than directors, within the group receiving remuneration and benefits above
$100,000, as is required to be disclosed in accordance with section 211(1) (g) of the Companies Act 1993, is
indicated in the following table.
GROUPGROUP
2018201720182017
$100,000 - $109,999
64
$210,000 - $219,999
-1
$110,000 - $119,999
22
$220,000 - $229,9991
$120,000 - $129,999
53
$230,000 - $239,999
21
$130,000 - $139,999
25
$240,000 - $249,999
1-
$140,000 - $149,999
31
$260,000 - $269,999
1
$160,000 - $169,999
1-
$290,000 - $299,999--
$170,000 - $179,999
11
$300,000 - $309,9991-
$180,000 - $189,999
12
$310,000 - $319,999 -1
$190,000 - $199,999
11
$390,000 - $399,99911
$200,000 - $209,999 -1$640,000 - $649,9991-
Remuneration and benefits for 2018 include payment of the Short Term Incentive (STI) for 2017 (see page 69 for
details of the STI plan). There was no STI payment in 2017 as the STI plan was suspended in 2016 and replaced
by a one-off issue of part paid shares and US share options.
NZX waivers
The company was granted a waiver in respect of NZX Main Board Listing Rule 7.3.5(e) in June 2018. The waiver
excluded the vendors of iProximity Pty Limited from being treated as employees of Wellington for the issue of
Wellington shares to settle the purchase of iProximity Pty Limited.
There were no other waivers granted by the NZ Exchange during the year ended 31 December 2018 (as defined
in the accordance with NZ Stock Exchange Listing Rule 10.5.3f).
Auditors
In accordance with Section 200 of the Companies’ Act 1993, the auditor, PricewaterhouseCoopers, continue in
office.
For and on behalf of the Board
.....................................
T. Nowell,
CNZM
Chairman
27 March 2019
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ANNUAL REPORT 2018
Shareholder information
Shareholders
As at 31 December 2018 there were 2,439 shareholders holding 257,436,000 fully paid ordinary shares.
Share issues
In July 2018 242,432 part paid shares (issued in accordance the company’s long-term incentive scheme as
outlined in notes 4.3 and 6.2) were exercised and the balance due ($14,000) settled by staff.
In October 2018 96,216 US employee share options (issued in accordance the company’s long-term incentive
scheme as outlined in notes 4.3 and 6.2) were exercised and the consideration due ($5,000) settled by staff.
Other than the above changes, there were no new issues of shares in 2018.
Shareholder details
The ordinary shares of Wellington Drive Technologies Limited are listed on the New Zealand Stock Exchange.
The information in the disclosures below has been taken from the company’s registers at 12 March 2019:
20 largest shareholders
Ordinary Shares
1.N.Z. Central Securities Depository Ltd
1.
104,261,397
2.East West Manufacturing LLC19,433,333
3.Wairahi Trust12,450,000
4.Investment Custodial Services Ltd10,020,739
5.ASB Nominees Ltd (Account 574233)9,966,342
6.Graham Trustees Ltd9,600,000
7.EWNZ Ltd7,000,000
8.Flynn No 2 Trustees Ltd4,874,291
9.FNZ Custodians Ltd2,577,699
10.G. Allen2,000,128
11.B. I. Evans2,000,000
12.Tane Nui Family Trust1,650,000
13.H. D. Milliner1,627,739
14.Forsyth Barr Custodians Ltd1,571,635
15.Rivendale Trust1,486,846
16Leveraged Equities Finance Ltd1,473,858
17.R.D. Armstrong1,458,503
18.B.D. Lobb1,372,461
19.FNZ Custodians Ltd1,357,708
20.Carpe Diem Family Trust1,162,000
1.
N.Z. Central Deposit Securities Depository Limited holds shares on trust for 10 different shareholders. The largest of these are: BNP Paribas
Nominees (N.Z.) Ltd,70,705,307; N.Z. Permanent Trustees Ltd, 7,949,923 shares; TEA Custodians Ltd Client Property Trust,6,602,302 shares;
HSBC Nominees (NZ) Ltd – 4,669,103 shares; JPMorgan Chase Bank NA, 4,390,472 shares; Accident Compensation Corporation, 4,000,000
shares; BNP Paribas Nominees (N.Z.) Ltd,2,291,656 shares; BNP Paribas Nominees (N.Z.) Ltd,1,944,834 shares.
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ANNUAL REPORT 2018
Distribution of equity securities
ShareholdersFully Paid Ordinary Shares
Size of Holdings (at 12 March 2019)
Number %Number %
1-999
94236.81313,4910.12
1,000-1,9992288.91304,1600.12
2,000-4,99939515.441,191,6680.46
5,000-9,9992499.731,669,9650.65
10,000-49,99946318.0910,079,4103.92
50,000-99,9991044.066,672,5962.59
100,000-499,9991254.8924,022,4919.33
500,000-999,999230.9015,027,4575.84
over1,000,000301.17198,154,76276.97
2,559100.00257,436,000100.00
2,427 (or 94.8%) shareholders, holding 233,706,428 shares (or 90.8%) reside in New Zealand.
Substantial security holders
Pursuant to section 26 of the Securities Markets Act 1988, details of substantial security holders and their total
relevant interests as per their most recent notices are:
NameNumber of shares
2
Date of Notice
Smartshares Limited (Custodian – BNP Paribas Nominees (NZ) Ltd)70,644,819
6 June 2018
East West Manufacturing, LLC26,433,3335 June 2018
2
Number of shares is taken from notices received. No adjustments have been made for changes that may have subsequently occurred from the
dates of notices stated. The definition of “relevant interest” in the Securities Markets Act 1988 provides that more than one relevant interest can
exist in respect of the same securities.
Shareholder enquiries
Shareholders should send changes of address to Computershare Investor Services Limited at the address noted
in the directory on page 73. Notification must be in writing. Questions relating to shareholdings should also be
addressed to Computershare Investor Services Limited. For information about the group please contact the
company at the registered office by sending an email to info@wdtl.com or visit our website http:/www.wdtl.com.
Announcements to shareholders
The company has established an email list of shareholders that want to receive announcements made by
Wellington to the New Zealand Stock Exchange. Announcements are emailed to shareholders who wish to
receive them shortly after they are released. This will include the annual meeting addresses. If you want to be
added to this listing, please email info@wdtl.com and advise us of your email address. Your email details will be
kept confidential.
Announcements are also posted on our website www.wdtl.com normally the day after they are released.
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ANNUAL REPORT 2018
Corporate governance
The Board and Management of Wellington Drive Technologies Limited are committed to acting with integrity and
expect high standards of behaviour and accountability from all the company’s officers and staff.
Role of the Board
The Board’s primary objective is the enhancement of shareholder value by following a set of core principles,
appropriate governance and ethical strategies and ensuring effective and innovative use of company resources.
The Board is responsible for the management oversight, supervision, and direction of the Group. Day-to-day
management of the Group is delegated to the Chief Executive Officer.
Compliance
The governance principles adopted by the Board are designed to meet best practice recommendations for listed
companies to the extent that they are appropriate to the size and nature of Wellington’s operations. The Board
endorses the overall principles embodied in the NZX Corporate Governance Code 2017 (the NZX Code) and
believes the company’s corporate governance principles, policies and practices are appropriately aligned with the
NZX Code.
The company is reporting against the recommendations in the NZX Code, by describing below the corporate
governance policies and practices Wellington has in place and highlighting the small number of areas of the NZX
Code where we have not fully followed the Code’s recommendations.
Wellington takes a “continuous-improvement” approach to corporate governance. Our governance programme
over the last year included the review of policies and committee charters and has considered the updated NZX
Listing Rules and revised NZX Corporate Governance Code which will, (as the Board has decided that the
company will not early-adopt the updated NZX Listing Rules), apply to the company from 1 July 2019. Accordingly,
the company will report against the revised NZX Corporate Governance Code 2019 from 1 July 2019.
This statement is current to 27 March 2019, and has been approved by the Wellington Board of Directors.
Board and committee charters, codes and policies referred to in this section are available to view at
www.wdtl.com/governance.
NZX Code
Principle 1 – Code of ethical behaviour
The company is committed to transparency and fairness in dealing
with all its stakeholders and to ensuring adherence to all applicable
laws and regulations. The company expects its directors, officers, and
employees to maintain high standards of ethical conduct and expects
employees to act legally, ethically and with integrity in a manner
consistent with the policies and guiding principles that are in place.
These include the following:
• Code of Business Conduct and Ethics for Wellington team members and directors: Wellington team
members are committed to being ethically and socially responsible and our business decisions should reflect
our values, acting within the laws of the countries in which it operates. The code, which can be found at http://
www.wdtl.com/governance, provides a guide to these general principles of conduct and ethics. It brings
together all our policy principles and provides a working guide for directors and employees to do the right
thing when making decisions in our daily activities, and to:
P Act safely, ethically and responsibly;
P Act in Wellington’s best interests always;
P Protect the confidentiality of Wellington’s business information;
P Always comply with the principles in the Code, the legal and regulatory obligations in their country and the
spirit of the law;
P Hold their colleagues accountable for behaving ethically and following the Code;
P Not engage in any activity whether within or outside of the workplace that is likely to bring Wellington into
disrepute;
P Deal honestly with Wellington's people, customers, shareholders, suppliers and other stakeholders;
P Ensure that they do not knowingly enter into transactions or make commitments on behalf of Wellington that
the company cannot or does not intend to fully honour;
P Undertake their duties with care and diligence;
“Directors should set high standards
of ethical behaviour, model this
behaviour and hold management
accountable for these standards being
followed throughout the organisation.”
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ANNUAL REPORT 2018
P Ensure that any personal opinions Wellington people express are clearly identified as their own and are not
represented to be the views of the company;
P Value individuals' differences and treat people with respect;
P To the best of their ability, ensure that Wellington's records and documents, including financial reports, are
true, correct and conform to Wellington's reporting standards and internal controls;
P Not accept or offer bribes or improper inducements; and
P Speak up about unsafe or unethical behaviours.
The Code includes a policy regarding a respectful workplace and diversity, requiring equal opportunity for all.
Wellington is committed to attracting, developing and advancing the best person for the role. Selection processes
for recruitment and employee development are unbiased and based on merit. Wellington values diversity and has
a workforce consisting of individuals with diverse skills, values, backgrounds, gender, ethnicity and experience.
Any form of discrimination, bullying or harassment is not tolerated.
Wellington takes the Code seriously. It is the responsibility of all Wellington people globally to promptly bring
suspected violations to the attention of the company, for the benefit of all.
• Rules for Trading in Wellington Securities: The Rules for Trading in Wellington Securities, which can be
found at http://www.wdtl.com/governance, require all staff and directors to seek approval in accordance with the
rules before buying or selling any Wellington securities. The policy details “blackout periods” where trading is
forbidden, as well as a process for authorisation at all other times.
The company has an ongoing programme to maintain employee awareness and understanding of these ethical
standards and policies.
Principle 2 – Board composition and performance
The Wellington Board comprises directors with an appropriate range
and mix of skills and experience; who have a proper understanding
of, and competence to deal with, current and emerging issues of
the business; and who can effectively review and challenge the
performance of management and exercise judgment independent of
management. The Board’s structure and governance arrangements are
set out in the Wellington Board Charter which can be found at http://www.wdtl.com/governance.
The Wellington Constitution provides that there will be not less than three and not more than eight directors. NZ
Stock Exchange requirements are that at least two directors or one-third, are independent directors. The Board
Charter requires that a majority of directors are independent and sets out circumstances in which a director will not
be regarded as independent. We assess director independence as a Board against the criteria in the NZX Listing
Rules and in the Board Charter. The Board currently has six directors, all of whom are considered independent.
Profiles of all directors and their dates of appointment are set out in the Directors section of this Annual Report on
pages 18 and 19 and are available on the company’s website.
As the Board is small, the company has not established a separate nomination committee, believing these matters
are best dealt with by the full Board of Directors. Periodically the Board evaluates its performance, composition,
size, diversity and mix of skills. The method of review is determined by the chairperson annually and may include
interviews, questionnaires and/or external review. The Board is satisfied that it is operating well and that the
performance processes we have used are both effective and suited to the company.
When a decision is made to recruit a new director, the Board identifies candidates with a mix of capabilities and
perspectives considered necessary for the Board to carry out its responsibilities effectively. The Board also
considers the skills of the existing directors to ensure that the skills of the new director will complement and add
to the effectiveness of decision making. We make appropriate pre-appointment checks on the background and
suitability of all directors. New Board members enter into a written agreement establishing the terms of their
appointment. A director appointed by the Board must stand for election at the next annual meeting. At each
annual meeting one-third of directors must retire by rotation. Retiring directors are eligible for re-election.
Directors undertake appropriate education to remain current in how to best perform their duties as directors.
Directors are encouraged to attend courses and maintain membership of relevant bodies, such as the Institute of
Directors.
Directors receive information independently from management in relation to specific issues relevant to Wellington,
the markets in which the company operates and to NZX listed companies generally. All directors have access to
management for any additional information they consider necessary for informed decision making.
The company recognises our people are critical to our business. However, Wellington has a very small number
“To ensure an effective board, there
should be a balance of independence,
skills, knowledge, experience and
perspectives.”
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ANNUAL REPORT 2018
of employees, a significant number of which are based outside of New Zealand, which makes it very challenging
for the company to adopt any formal targets in relation to diversity as is recommended by the NZX Code. While
we do not have any such formal targets, Wellington values and respects the contributions, ideas and experiences
of people from all backgrounds and is proud to have a diverse company with staff from around the world and
from many cultures. As stated, the company has a diversity policy included in its Code of Business Conduct and
Ethics, and is committed to attracting, developing and advancing the best person for the role. Attracting the best
person for a role may involve a global search for a suitable candidate and that selection may add to our diversity.
Wellington recognises diversity brings a range of ideas, skills and innovation to the company, which is important to
the achievement of our objectives.
During 2019, the company will continue to strive to ensure the best person for the role is identified in the
recruitment process for all positions becoming available, ensuring gender or other bias are not present in hiring
decisions. It recognises recruitment of female staff, particularly in the engineering sector (in which we operate),
is not always possible due to the shortage of suitably qualified staff. The company also aims to further encourage
development of its existing staff through global re-deployment and training.
Diversity by gender statistics
In accordance with listing rule 10.5.5(j) the company makes the following diversity disclosures:
31 December 2018
MaleFemale
Total#%#%
Board375%125%4
Senior management team* 6100% -- 6
Other staff 5677% 1723% 73
Total company 6578% 1822% 83
31 December 2017
MaleFemale
Total#%#%
Board375%125%4
Senior management team* 6 100% -- 6
Other staff 49 80% 1220% 61
Total company 58 82% 1318% 71
*The senior management team comprises of the Chief Executive Officer (CEO) and all the senior executives who report directly to the CEO. The
senior management team are “officers” for the purpose of the NZX Listing Rules.
Principle 3 – Board committees
The Board has established a number of committees to guide and
assist them with overseeing certain aspects of corporate governance.
These committees are the Audit and Risk Committee, the Technology
and Innovation Committee and the Executive Appointment and
Remuneration Committee. Each committee is empowered to seek
any information it requires from employees in pursuing its duties and to
obtain independent legal or other professional advice.
Audit and Risk Committee
The Audit and Risk Committee operates under a charter approved by the Board and assists the Board in: taking
reasonable steps to acquire and maintain up-to-date knowledge of enterprise risk management; overseeing
the quality and integrity of external financial reporting including the accuracy, completeness and timeliness of
financial statements; the appropriateness of accounting policies, areas of judgement, compliance with accounting
standards, stock exchange and legal requirements; and the business’s relationship with, and the independence of,
the external auditor.
The committee also approves any non-audit work carried out by the company’s auditor and ensures that the lead
partner in the audit firm is rotated every five years.
The committee is composed of three non-executive directors, all of whom are independent.
The current members are Lisbeth Jacobs (chairwoman), Tony Nowell and John McMahon.
The Audit and Risk Committee charter can be found at http://www.wdtl.com/governance.
“The board should use committees
where this will enhance its
effectiveness in key areas, while still
retaining board responsibility.”
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ANNUAL REPORT 2018
Executive Appointment and Remuneration Committee
The Executive Appointment and Remuneration Committee operates under a charter approved by the Board and
assists the Board in: the remuneration and appointment of the senior executive team; management succession
planning; reviewing and approving compensation arrangements; establishing employee incentive schemes
and the remuneration of the Board. The committee also advises on proposals for significant company-wide
remuneration policies and programmes. In carrying out this role, the sub-committee operates independently of
senior management of the company and, where appropriate, obtains independent advice on remuneration policy
and packages.
The current members are Gottfried Pausch (Chairman), Tony Nowell and John McMahon.
The Executive Appointment and Remuneration Committee charter can be found at http://www.wdtl.com/
governance.
Technology and Innovation Committee
The Technology and Innovation Committee operates under a charter approved by the Board and assists the Board
in overseeing and providing counsel on overall strategy, direction and effectiveness of technology and innovation
activities.
The current members are Lisbeth Jacobs (Chairwoman) and Gottfried Pausch.
The Technology and Innovation Committee charter can be found at http://www.wdtl.com/governance.
Other committees
From time-to-time the Board may establish a committee to assist in the management of a matter or project. In
2018 a Capital Planning Committee operated to oversee the strategic investment and funding requirements for the
company.
The company has established protocols for dealing with a takeover should an offer be received.
Health and safety
Whilst not a committee of Board members, Wellington has a Health and Safety Committee that meets monthly
and reports to the Board. The company is strongly committed to maintaining a safe and healthy workplace and
believes all accidents are preventable. The committee is made up of a mix of senior management and staff
from key operational areas. The committee strives to: maintain and continually improve our health and safety
systems; proactively identify hazards and take all steps to eliminate or mitigate these; consult and actively promote
participation in health and safety matters throughout the company.
The health and safety policy can be found at http://www.wdtl.com/governance.
Principle 4 – Reporting and disclosure
The company is committed to ensuring integrity and timeliness of
its financial reporting and in providing information to the market and
shareholders.
Financial reporting
The Board has overall responsibility for ensuring the integrity of the
company’s reporting to shareholders, including for financial statements that comply with generally accepted
accounting practice. The Audit and Risk Committee assists the Board to fulfil its responsibilities in this area.
The committee makes enquiries of management and the external auditors (including requiring management
representations) so that the company can be satisfied as to the validity and accuracy of all aspects of Wellington’s
financial reporting.
The CEO and CFO certify to the Board that: the annual report is true, and the statements therein are not materially
misleading; and no matters in the annual report (as a result of subsequent events) would make any of the
statements untrue or materially misleading.
Wellington strives to improve the clarity and readability of its financial statements, while continuing to comply with
all the requirements of the financial reporting standards including the Companies Act 1993, the Financial Markets
Conduct Act 2013, and the Listing Rules.
Continuous disclosure
The company has a formal Group Market Disclosure Policy that can be found at http://www.wdtl.com/governance.
The policy seeks to promote investor confidence by ensuring that dealing in its securities takes place in an
efficient, competitive and informed market. The company strives to ensure that all investors have equal and timely
access to market sensitive information. That disclosure be evenly balanced (during good times and bad) and this
is fundamental to building shareholder value and earning the trust of staff, customers, suppliers, communities and
shareholders.
The Board reviews and approves material announcements and specifically considers with management at
“The Board should demand integrity in
financial and non-financial reporting,
and in the timeliness and balance of
corporate disclosures.”
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ANNUAL REPORT 2018
each Board meeting whether there are any issues which might require disclosure to the market under the NZX
continuous disclosure requirements.
Trading in shares
Wellington is committed to transparency and fairness in dealing with all its stakeholders and to ensuring adherence
to all applicable laws and regulations.
Wellington has a detailed share trading policy, the Rules for Trading in Wellington Securities that can be found at
http://www.wdtl.com/governance, which applies to all directors and employees. No director or employee may use
confidential non-public price sensitive information in his or her position to engage in securities trading for personal
benefit or to provide benefit to any third party. Short-term trading in Wellington shares and buying or selling (while
in possession of non-public price-sensitive information) is strictly prohibited.
All directors and employees must obtain consent to trade in securities prior to trading. A majority of members
of the Board need to consent to the application. Once these consents have been received the Chair of the
Wellington Board or (where the Chair is unavailable) the Chair of the Board’s Audit and Risk Committee, will
approve or decline the application. The company monitors trading and reports share movements to the Board at
every meeting.
Information for investors
Wellington’s investor website http://www.wdtl.com/news-and-information includes the company’s reports, investor
communications, audio and video releases and the Policies and Charters referred to in this section. The Annual
and Interim Report is available in electronic and hard copy format.
The annual meeting is planned to be held on 30 May 2019. All shareholders are welcome to attend and ask
questions. The external auditor, PricewaterhouseCoopers will be in attendance to answer questions about the
audit and their audit report. A notice of meeting is expected to be sent to shareholders in April 2019.
Principle 5 – Remuneration
The Executive Appointment and Remuneration Committee is
responsible for ensuring directors and executives receive the
appropriate rewards to support Wellington in achieving its commercial
and stakeholder goals. The Executive Appointment and Remuneration
Committee has a formal charter. Its membership and role are set out
under Principle 3 above.
Director remuneration
Directors’ fees are currently set at a maximum of $200,000 per annum. This was approved by shareholders at
the 2006 Annual Meeting. The actual amount of directors’ fees paid in the 2018 financial year was $140,000, due
to the small size of the Board. Full disclosure of director remuneration is set out on page 61. Other than from
directors’ fees, no director is entitled to any other remuneration or retirement benefits from Wellington. Directors
are entitled to be reimbursed for reasonable travel, accommodation and other expenses incurred by them in
connection with their attendance at Board or shareholder meetings or otherwise in connection with Wellington
business.
The Executive Appointment and Remuneration Committee conducts an annual review of directors’ fees, to
determine whether the level of fees paid to the company’s chairperson and other non-executive directors is aligned
with other organisations of similar scale and scope. Any increases in fees paid to directors must be authorised by
the Board and be within the above cap approved by shareholders.
Remuneration
Wellington’s approach is to pay a base salary and a performance-based bonus that includes a short-term and a
long-term incentive component. This ensures executive motivation is aligned with the goals of the company in the
short and long term.
Base salary
As stated, the company recognises our people are critical to our business and its growth strategies. Wellington’s
remuneration strategy is to pay executives a remuneration that is fair and reasonable in a competitive market
for the skills, knowledge and experience required by the company. Salaries are determined for their current
position in the market using relevant and up to date market benchmark data and an individual’s performance and
are reviewed annually. Many of our employees are based outside of New Zealand and remuneration varies by
location in accordance with the local market.
Short-Term Incentive
Our Short-Term Incentive (STI) model is focused on delivering financial and business improvement performance
goals, predicated on measurable outcomes, differentiating high performance, and rewarding delivery. The STI
“The remuneration of directors and
executives should be transparent, fair
and reasonable.”
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ANNUAL REPORT 2018
programme applies only to key management and other selected staff members. STI values are calculated as a
percentage of base salary, ranging between 10% to 33% for eligible employees. Executive team STI payments
are determined following a Board level review of the company’s and the individual’s performance and may be
paid out at between zero to 100% of an individual’s STI target. It is possible for an executive to achieve 200% on
financial metrics if targets are substantially overachieved.
Employee share purchase plans
Wellington has two Long Term Incentive (LTI) share purchase plans, a partly paid share scheme which has been
operating since 2008 and the United States employee share option plan which has operated since 2010. Details
of both plans and the partly paid share issues or options currently outstanding are on pages 44 and 45. Both
schemes involve the issue, once all LTI plan requirements have been met, of shares in Wellington to employees
at a price of 20% to 30% premium to the market price of Wellington shares at the time of their initial issue to the
Share Trustee (in the case of partly paid shares) or time of grant (in the case of options). This is also the market
share price hurdle that must be met before the employees can take up their shares. Selected employees are
offered shares or options, although options are not available to New Zealand based employees. The shares or
options vest in either two or three years following their grant if the share price hurdle price has been met and must
be exercised within a specified period after that date by paying the balance due for the part paid shares or options.
Any rights to acquire shares that are not taken up lapse.
During FY2018, 242,432 rights to acquire shares were exercised under the Partly Paid Share Scheme and 96,216
options were exercised under the United States employee share option plan.
The company is reviewing the structure of its long-term incentive plans to ensure that they continue to be fit for
purpose.
CEO remuneration
The following table sets out the payments made to the CEO during FY2018.
Fixed remuneration$491,000
Short term incentive (for FY2017)$155,730
Total remuneration$646,730
Break down of CEO pay for performance (FY2018):
• Short Term Incentive: The CEO is eligible for an annual STI target payment of 30% of base salary based
on a combination of Board-approved financial and business improvement objectives being achieved, with
60% of that target from agreed economic objectives and 40% of that target from agreed management
objectives. Overachievement on financial targets is possible up to a maximum of 200% if financial objectives
are substantially overachieved.
• The Board of Directors must approve any STI payment and such payment will only be made if a minimum
EBITDA threshold level is achieved.
The table below shows the structure of the CEO’s STI for FY2018:
Measurable
Outcome
WeightingTotal if achievedOverachieve %
(if achieved)
Percentage
achieved in 2018
Revenue35%60%35% x 60% x 2200%
Gross Margin25%25% x 60% x 26.25%
ECR Unit Sales15%40%Nil100%
SCS Unit Sales15%Nil100%
SCS Click Unit
Sales
10%Nil5%
Note: Partial achievement of objectives and thus partial payment is possible under the STI programme.
• Long term incentive: The company’s long-term incentive plan does not involve the payment of cash to the
CEO. 4,795,500 part paid shares have been issued to date to the share trustee on behalf of the CEO under
the partly paid share scheme and which are still outstanding. These were issued: 18 June 2014 - 1,260,587
shares with a hurdle price of 14.22 cents; 1 July 2015 - 2,316,840 shares with a hurdle price of 5.21 cents;
and 1,218,073 issued on 20 April 2016 (in lieu of an STI payment in FY2016) with a hurdle price of 9.43
cents. Further details of these part paid shares can be found on pages 44 and 50.
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ANNUAL REPORT 2018
Principle 6 – Risk management
The identification and effective management of the company’s risks
are a priority of the Board.
As discussed previously, the Board has established an Audit and Risk
Committee to assist the Board in oversight, monitoring and review
of risk. Bi-annually there is a review of the entire risk landscape
to establish a forward-looking perspective on business risks,
both financial and non-financial, in both the internal and external
environment. The committee provides a forum for discussion of risk,
including the Board’s appetite for risk, with the CEO and management.
The CEO and senior management team are required to regularly identify the major risks affecting the business
and to develop strategies to mitigate these risks. Significant risks are discussed at each Board meeting, or as
required.
The company maintains insurance policies that it considers adequate to meet the insurable risks of the group.
Exposure to any foreign exchange risk is managed in accordance with policies laid down by the directors.
The Health and Safety Committee meets monthly and reports to the Board on health, safety and wellbeing
matters. Minutes of the Health and Safety Committee are a priority agenda item at all Board meetings and specific
reviews are sought as required. The committee continuously reviews health and safety risks and systems used
to identify and manage those risks, ensuring they are fit for purpose, are being effectively implemented, regularly
reviewed and improved. The frequency of incidents has been low and no Accident Compensation claims involving
the company have been recorded for several years. The Board undertakes ongoing health and safety education
and visits key operational sites on a regular schedule.
Principle 7 – Auditors
Oversight of Wellington’s external audit arrangements is the
responsibility of the Audit and Risk Committee.
The company has adopted a policy to ensure that audit independence
is maintained, both in fact and appearance, such that Wellington’s
external financial reporting is viewed as being reliable and credible. The policy covers the following areas:
• The external auditor must always remain independent of the company and comply with the New Zealand
Institute of Chartered Accountants’ (NZICA) Code of Ethics;
• The external auditor must monitor its independence and report to the Board that it has remained independent;
• Guidelines in relation to the provision of non-audit services by the external auditor in order that the provision of
such services does not impair the external auditor’s independence or objectivity;
• The audit firm may be permitted to provide non-audit services that are not considered to conflict with the
preservation of the independence of the auditor subject to the approval of the Audit and Risk Committee; and
• The Audit and Risk Committee must approve significant permissible non-audit work assignments that are
awarded to an external auditor.
PricewaterhouseCoopers have been the external auditor of Wellington and its subsidiaries for more than 20 years.
Sharon Cresswell of PricewaterhouseCoopers is the engagement partner for the company, taking up this role in
FY2018.
During 2018 other services provided by PricewaterhouseCoopers comprised $7,000 (2017: $7,000) relating to the
agreed procedures performed over the interim financial statements.
To ensure full and frank dialogue between the Audit and Risk Committee and the auditors, the auditor’s senior
representatives meet separately with the committee (without management present) at least twice a year, including
immediately before finalisation and release of the company’s half-year and full-year financial results to the market.
Due to its size, the company does not have an internal audit function as is recommended by the NZX Code.
As discussed above, the CEO is accountable for all operational and compliance risks across the company’s
operations and businesses. The CFO has management accountability for the effective implementation and
improvement of internal systems and controls.
Representatives of the company’s external auditor, PricewaterhouseCoopers are invited to attend the annual
shareholders meeting where they are available to answer shareholders’ questions relevant to the audit.
“Directors should have a sound
understanding of the material risks
faced by the issuer and how to
manage them. The Board should
regularly verify that the issuer has
appropriate processes that identify
and manage potential and material
risks.”
“The Board should ensure the quality
and independence of the external
audit process.”
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ANNUAL REPORT 2018
Principle 8 – Shareholder rights and relations
The Board’s policy is to ensure (in an open and transparent manner)
that shareholders are informed of all major and strategic developments
affecting the company.
We provide information about who we are, including our governance
policies, on our website for investors to access at any time.
The company releases all material information via the NZX in accordance with its continuous disclosure
requirements. All major disclosures are also posted on the company’s website (http://www.wdtl.com/news-
and-information) on a timely basis. Audio files of investor conference calls held with institutional and large
investors are also available on the company’s website.
Shareholders can directly communicate with the company via http://www.wdtl.com/contact-investors. Our
CEO and CFO also respond directly to shareholder phone calls and emails.
Shareholders are encouraged to receive all shareholder communications by email. The company provides
a printed copy of its Interim and annual reports to shareholders who have elected to receive printed copies.
Interim and annual reports are available on the company's website in accordance with the requirements of the
NZ Companies Act 1993.
The company’s share register is managed and maintained by Computershare. Shareholders can access their
shareholding details or make enquiries about their current shareholding interests electronically.
Notices of annual meetings are made available as soon as possible and posted on the website of the
company usually more than one month prior to the meeting.
Shareholders are encouraged to attend, participate and vote at meetings or appoint a proxy on their behalf,
or submit a postal vote, if they are unable to attend. Results of proxies and postal votes are summarised and
disclosed at the meeting. Results of meetings are announced as soon as possible following the closure of the
shareholder meeting.
“The Board should respect the rights of
shareholders and foster constructive
relationships with shareholders that
encourage them to engage with the
issuer.”
Directory
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ANNUAL REPORT 2018
Directors
Tony Nowell, Chairman
Dr Lisbeth Jacobs
John McMahon
Mr Gottfried Pausch
Mr John Scott
Mr Keith Oliver
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 & 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
Address and Registered Office
21 Arrenway Drive
Rosedale, Auckland 0632, New Zealand
PO Box 302-533, North Harbour
Auckland 0751, New Zealand
Auditor
PricewaterhouseCoopers
188 Quay Street, Auckland 1142, New Zealand
Banker
Bank of New Zealand
Share Registry
Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142,
New Zealand
Annual Report 2018
www.wdtl.com
WT9152
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.