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A year of good progress delivers double-digit growth

Full Year Results27 May 2019ERDIndustrials

NZX Announcement
28 May 2019

EROAD FY2019: A year of good progress delivers double-digit growth



EROAD Limited (ERD) results for the financial year to 31 March 2019:


Financial highlights (comparisons with FY18):

• Revenue increased to $61.4m, up 40%

• Operating costs were $45.7 million, up 38%

• EBITDA of $15.6m, up 48% compared to $10.5m (restated) in FY2018

• Total Contracted Units in New Zealand/Australia grew to 71,446, up 19%

• Total Contracted Units in North America rose to 24,944, up 40%

• Future Contracted Income grew to $117m, up 17%

• Net loss before tax of $5.1m, influenced by investment programme as well as changes to

accounting treatment

• Asset and customer retention rates remain strong at 94% and 98% respectively


Business highlights:

• Continued implementation of the investment programme enabling a scalable business ready for the

next level of growth. This was consistent with the strategic plan at time of Feb ’18 capital raise

• Maintained operational momentum as we refreshed our in-vehicle hardware design to decrease the

cost of manufacturing, increase scalability and enable 4G capability

• Talent capability was strengthened with key appointments and we undertook a major

refurbishment of our global headquarters, located in Auckland

• NZ: 46% of New Zealand’s heavy vehicle road user charges (HT RUC) dollars are being collected

using our technology and 54% of all HT RUC licences are issued through EROAD. Our solid pipeline

continues

• Australia: Re-launched into the Australian market establishing sales staff in key states and

operationally leveraging off the company’s New Zealand capabilities. EROAD’s gravitas in regulatory

telematics is proving attractive as Australia’s new Chain of Responsibility requirements are

increasing customer interest in telematics

• North America: Signed our first enterprise customer with completed installations anticipated within

first half of FY2020. Growth within the Small to Medium Business (SMB) business is growing steadily


Board Changes:

• Graham Stuart appointed chairmanship of EROAD’s Board of Directors in August, succeeding

Michael Bushby, who remains on the Board

• Susan Paterson was appointed to the Board in March 2019

• Gregg Dal Ponte stepped down from the Board in April 2019


Awards:

• EROAD included at #7 on the Deloitte Fast 50 Master of Growth New Zealand with 415% growth

between FY14 and FY18, and the Deloitte Fast 500 for Asia Pacific

• Received the internationally prestigious Brake Fleet Safety Award acknowledging EROAD’s positive

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impact in creating safer drivers, vehicles and roads

• EROAD collected the Exporter of the Year to the USA ($1m to $10 m category) at the American

Chamber of Commerce in New Zealand AmCham DHL Express Success & Innovation Awards

• EROAD is a finalist in the EXPORTNZ Company of the Year, recognizing success by net return to the

New Zealand economy. EROAD is also a finalist for EXPORTNZ Intellectual Property Excellence in

Innovation, recognizing success in developing and commercializing innovation in international

markets. Winners of those two awards will be announced in June

• EROAD was a finalist for Company of the Year ($50m+) in the NZ Hi-Tech Awards


Chairman Graham Stuart says:

“This has been a year of good progress. The Board are impressed that strong business momentum has continued

alongside implementation of our key strategic initiatives, delivering a solid performance”.


“All significant milestones in the transition from start-up to established phases have been achieved and the company

is now well positioned for the next phase of growth”.


“We believe that decisions affecting our roads should be well informed through the masses of data that we can now

access and analyse. EROAD believes it has a role to play in making our roads safer and this is why we are

establishing growth incubators that will make a difference to our business and our communities.”


Chief Executive Steven Newman says:

“This year we’ve built a solid platform for future growth. We’ve made significant progress implementing the

investment programme set out in the strategic plan approved at the time of capital raise (Dec ’17 - Feb ’18),

ensuring we can scale efficiently, improve our customer experience and provide greater operating leverage.”


“In the past year, EROAD has supported journeys of more than 3.2 billion kilometres travelled by trucks and light

vehicles in New Zealand, Australia and the United States of America. More customers, more journeys, more data,

more knowledge for informed decisions. We must continually evolve the business to remain relevant in this

constantly changing environment.


“Maintaining this momentum requires continued innovation, exemplary service and sustained reliability. Preserving

these factors has required the programme of investment commenced during this past year.”


“EROAD is more robust and well positioned for sustained growth across all markets.”


“To drive on our roads should not require spinning the roulette wheel of life. It is heart-warming indeed to know

that what we do, what our products and services enable for our customers, also helps get more people home safely,

every night.”


Change in accounting treatment

As announced in EROAD’s half year results on 26 November 2018, EROAD has elected to adopt early the new

lease standard NZ IFRS 16 in conjunction with NZ IFRS 15 which was effective from 1 April 2017. While under

the existing lease standard NZ IAS 17 many of EROAD’s customer contracts meet the definition of a lease and,

therefore, lease accounting as a lessor was applied, these same contracts do not meet the definition of a lease

under NZ IFRS 16. The contracts would, therefore, be accounted for as service contracts under NZ IFRS 15.


This represented a significant change in the way the company recognises revenue and costs relating to its

contracts with customers. Most significantly, since the half year results, the company no longer recognises

upfront revenues for outright sales, installation services, sale of accessories or finance leases. EROAD now

recognises these revenue streams evenly over the contract term, typically over three years. Other impacts from

adopting the new accounting standards include a reduction in the capitalisation of costs associated with

establishing the customer contracts. Results presented in the full year report, as well as comparative numbers

for the last financial year have been restated to reflect these changes. More detail on this change is available in

the Financial Statements included within EROAD’s annual report.


Outlook for FY2020:

EROAD expects steady growth in New Zealand and North America to continue during FY2020.

This will come from continuing run rate SMB business as well as anticipated expansion with enterprise

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customers. While the projected pipeline in Australia remains strong, investment will continue to run ahead of

revenue in the near to medium term.


The shift to more fuel efficient and alternate fuel source vehicles is creating an increasing deficit in

infrastructure funding, leading more regulatory authorities to consider road funding options.

With EROAD’s gravitas in regulatory telematics, there is an expectation that interest from regulatory

authorities in EROAD’s products and services will continue to grow.


Attached to this announcement are:

• Annual Report FY2019

• Investor Presentation FY2019

For further information:

Steven Newman Sue-Ellen Craig

Chief Executive Director of Communications

+64 9 927 4747 +64 21 577 685

Email: steven.newman@eroad.com Email: sueellen.craig@gmail.com


About EROAD

• EROAD believes every community deserves safer roads that can be sustainably funded. This is why EROAD develops technology

solutions (products and services) that manage vehicle fleets, support regulatory compliance, improve driver safety and reduce the

costs associated with driving. EROAD also provides valuable insights and data analytics to universities, government agencies and

others who research, trial and evaluate future transport networks. This data enables those who use the roads to influence the design,

management and funding of future transport networks.

• EROAD launched with the purpose of modernizing New Zealand’s paper-based road user charging system. By 2009 EROAD had

introduced the world’s first nationwide electronic road user charging system and now around 46% of collected heavy vehicle road user

charges in New Zealand are being collected using EROAD technology. By March 2019, this had delivered NZ$2.5B to NZTA for the

sustainability of the NZ transport network. In the USA EROAD introduced the first electronic Weight Mile Tax service (2014) and the

first independently verified Electronic Logging Device service (2017).

• EROAD (ERD) is listed on the NZX, employs over 250 staff located across NZ, Australia and North America.

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EROAD Limited

Results for announcement to the market

Reporting period Year to 31 March 2019

Previous reporting period Year to 31 March 2018



Amount (000s) Percentage change

Revenue from ordinary

activities

NZ$61,352 40%

Profit (loss) from ordinary

activities after tax attributable to

security holders

NZ($4,915) 42%

Net profit (loss) attributable to

security holders

NZ($4,915) 42%


Final dividend Amount per security Imputed amount per

security

No dividend is proposed

Record date Not applicable

Dividend payment date Not applicable


Audit The financial statements attached to this announcement

have been audited.


Comments Refer to accompanying pages for commentary. Prior year

comparatives and percentage change has been updated to

reflect adoption of new accounting standards.


Net tangible assets per security 31 March 2019 31 March 2018

$0.55 $0.39



ENDS

---

EROAD
ANNUAL

REPORT

2019

20142018

2018

20102018

+24%
TOTAL

CONTRACTED

UNITS

+17%

FUTURE

CONTRACTED

INCOME

+40%

REVENUE

+48%

EBITDA

+40%

10

-

20

30

40

50

60

70

FY18FY19

$

43.8m

$

61.4m

REVENUE

+48%

-

5

10

15

20

FY18FY19

$

10.5m

$

15.6m

EBITDA

+17%

-

20

40

60

80

100

120

FY18FY19

$

100.5m

$

117.4m

FUTURE

CONTRACTED INCOME

+24%

-

20

40

60

80

100

FY18FY19

77.6k

96.4

k

TOTAL

CONTRACTED UNITS

FY19

Key Results

1

ANZ

Momentum

continues in


New Zealand

• Solid growth continues for the run-rate business in small-

medium (SMB) fleets, via both new customers


and upgrades.

• Health & safety offering continues to drive growth into

lighter vehicle segment.

2

ANZ

Australia


re-launch

• Re-launch plan successfully implemented.

• Launched specific products to address Australian

regulations leading to encouraging pipeline and inclusion

in funding trials.

3

NA

Focussed plan for


run-rate business,

first major enterprise

rolling out

• Moved to geo-vertical strategy to build a highly focussed

and sustainable run-rate business in SMB space.

• Targeting enterprise customers on a selective basis.

• Contracted largest customer to date, one of the largest

privately owned fleets in NA.

4

Global

Major investment


in leadership

• EROAD made a major investment in

leadership during FY19.

• The executive team is now fully established and positions

EROAD for continued growth across all markets.

5

Global

Investing for next

growth phase

• Substantial investments to enable scalable systems,

processes, improved customer service and operating

leverage.

• The established growth incubators for regulatory trials,

data insights and new ventures are gaining traction across

all markets.

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 201954
18–31

FINANCIAL

HIGHLIGHTS

2

06–17

CHAIRMAN’S REPORT

BOARD OF DIRECTORS

CEO’S REPORT

EXECUTIVE TEAM

1

56–105

AUDITOR’S REPORT

FINANCIAL STATEMENTS

4

32–55

ABOUT

EROAD

3

106–119

CORPORATE

GOVERNANCE

5

120–131

REGULATORY DISCLOSURES

OTHER INFORMATION

GLOSSARY

KEY DATES

6

KEY DATESTABLE OF CONTENTS

This is why EROAD develops

technology solutions (products

and services) that manage

vehicle fleets, support regulatory

compliance, improve driver safety

and reduce the costs associated

with driving. These are delivered

through a single platform, making

our products and services really

easy to use.

EROAD also provides valuable

insights and data analytics to

universities, government agencies

and others for the research, trial

and evaluation of future transport

networks.

EROAD believes that

every community

deserves safer roads

and the people who

use the roads should

influence the design,

management and

funding of transport

networks.

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 201976CHAIRMAN’S REPORT
Graham Stuart

Chairman

CHAIRMAN’S REPORT

I am pleased to present EROAD’s 2019 annual report and financial statements.

This has been a year of good progress. Your company has maintained double-digit

growth in revenue (40%), EBITDA (48%) and total contracted units (24%); while

simultaneously progressing with an investment programme that ensures EROAD has

solid foundations for profitable future growth.

In the pages that follow, you will read of our solid operational result and business

achievements in the 2019 Financial Year. The Board are pleased that Steven and his

team have been able to pursue significant strategic initiatives, while at the same time

maintaining solid operational momentum.

Last year EROAD achieved several significant milestones in

our journey from a start-up to an established market leader,

and we are now positioning ourselves for the next phase of

growth.

The addressable market for our services is large, growing

quickly and global. EROAD’s strategy is to operate in two key

geographies, Australasia and North America, focussing on a

specific set of customer needs: regulatory compliance, health

and safety and reliability. We believe that by pursuing this

focussed strategy EROAD can achieve leadership in these

markets.

Being high growth, this market is also well contested and

subject to near constant disruption. Securing a leadership

position will require ongoing investment in innovation and

development, firstly to retain our existing customers and then

to attract new customers. Our highly capable engineering

resources retain this focus.

The key challenge for the business in this next phase is

to make the most of our organic growth opportunities,

by growing revenues faster than the overall market for

commercial vehicle telematic solutions. We will also consider

non-organic growth initiatives when and where appropriate.

This past year has been one of refining our focus and

investing to ensure that EROAD’s business model is scalable

to manage our next phase of growth.

In the 2020 Financial Year we are looking to successfully

complete the initiatives started last year and to continue

building strong growth.

The team at EROAD share a passion for making our roads

safer and more productive. We believe that decisions

affecting our roads should be well informed through the

masses of data that we can now access and analyse. EROAD

believes it has a role to play in making our roads safer and this

is why we are establishing growth incubators that will make

a difference to our business and our communities. Dynamic

Risk, an innovative research methodology that uses real data

to identify high risk areas on our roads, is a good example of

how we are doing this. Dynamic Risk is already receiving high

interest from academia and transport authorities.

BOARD UPDATE

Your Board has worked diligently this past year and I want to

thank my colleagues for their support and their insights. Over

the past 12 months the Board has undergone several changes.

In August Michael Bushby stepped down as Chairman and

remains on the Board. Having chaired the Board for six

years Michael felt it an opportune time for the leadership to

transition now that the company has progressed from start-

up mode to generating self-sustaining cash flows.

In March Gregg Dal Ponte signalled his intention to retire from

the Board at the end of April 2019. I want to thank Gregg

for his service to EROAD. During his tenure the foundations

for the future success of our North American business were

laid; we exceeded 20,000 installed Ehubo units, won our first

major enterprise client and reached the important financial

milestone of being EBITDA positive.

In March we welcomed Susan Paterson to the Board. Susan

brings a wealth of experience in business and governance.

I would like to thank the leadership team and most

importantly our people for their diligent work over the past

year. The Board is acutely aware that the upward trajectory

of the business is underpinned by the commitment of

EROADers and is deeply appreciative of their contribution.

Our annual meeting this year will again be held at the QBE

Events Centre in Albany on 1 August at 4:45pm, I look forward

to seeing you there.


Graham Stuart, Chairman

A year of good progress

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 201998
BOARD OF

DIRECTORS

BOARD OF DIRECTORSBOARD OF DIRECTORS

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20191110
GRAHAM STUART

Chairman, Member of Remuneration, Talent

and Nomination Committee.

Graham joined the EROAD Board in January

2018 and was appointed Chairman in August

of the same year. He was previously CEO

of Sealord Group, CFO then Director of

Strategy & Growth at Fonterra and has had

extensive business experience in South East

Asia, Europe, the UK and Latin America.

MICHAEL BUSHBY

Independent Director, Member of

Remuneration, Talent and Nomination

Committee and Finance, Risk and Audit

Committee.

Michael stepped down as Chairman in

August 2018, having led the Board since

2012. Michael is based in Australia where

he is a consultant at WSP Australia and

previously held roles as General Manager of

the Ventia Asset and Infrastructure Services

division and CEO at the Roads and Traffic

Authority in New South Wales.

TONY GIBSON

Independent Director, Chairman of the

Remuneration, Talent and Nomination

Committee and Member of Finance, Risk and

Audit Committee.

Tony is the Chief Executive of Ports of

Auckland and one of New Zealand’s most

experienced transport professionals. He

has worked in various senior management

roles in Africa, Asia and Europe. In 2008 the

Minister of Transport appointed him to the

Road User Review Group. Tony joined the

Board in October 2009.

BOARD OF

DIRECTORS

BOARD OF DIRECTORS

CANDACE KINSER

Independent Director, Member of

Remuneration, Talent and Nomination

Committee and Finance, Risk and Audit

Committee.

Candace is an experienced director, CEO

and Tech entrepreneur. She was previously

the CEO of the NZ Technology Industry

Association and the CEO of science software

company Biomatters. She is a Director of

companies including Talent International,

Livestock Improvement Corporation, WEL

Network Limited and Ultrafast Fibre Limited.

Candace joined the Board in April 2014.

SUSAN PATERSON

Independent Director, Chair of the Finance,

Risk and Audit Committee, Member of

Remuneration, Talent and Nomination

Committee.

Susan joined the Board in March 2019. She

is an appointed Officer of New Zealand

Order of Merit (services to governance) and

currently chairs Steel and Tube Holdings

and IT consultancy Theta Systems. She is

a director of the boards of the Electricity

Authority, Arvida Group, Goodman New

Zealand, Les Mills Holdings and Sky Network

Television.

STEVEN NEWMAN

Executive Director / CEO

Steven has been EROAD’s chief executive

and a member of the EROAD Board since

2007. He co-founded Navman where

his COO and CEO roles provided the

opportunity for him to establish Navman

as a leading international brand delivering

annual sales in excess of NZ $500m.

GREGG DAL PONTE

Independent Director, Member of

Remuneration, Talent and Nomination

Committee.

US-based Gregg joined the EROAD Board in

July 2016, resigning effective 30 April 2019.

Gregg was previously the Administrator

for the Oregon Department of Transports

Motor Carrier Transportation Division and a

Director of Regulatory Compliance for the

Oregon Trucking Association.

BOARD OF DIRECTORS

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20191312CEO’S REPORT
Steven Newman

CEO

To drive on our roads

should not require spinning

the roulette wheel of life.

It is heart-warming indeed

to know that what we do,

what our products and

services enable for our

customers, also helps get

more people home safely,

every night.

Steven Newman

CEO, EROAD

CEO’S REPORT

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20191514
This year we’ve built a solid platform for future growth. We’ve made significant progress

implementing the investment program set out in the strategic plan approved at the time of capital

raise (Dec ‘17- Feb ’18), ensuring we can scale efficiently, improve our customer experience and

provide greater operating leverage.

And here’s why:

• Ten years ago, we introduced the world’s first nationwide electronic

road user charging (ERUC) system. Now, more than 46% of New

Zealand’s heavy vehicle RUC dollars are collected through EROAD

attracting interest from those researching or trialling funding options

for transport networks.

• Ten years ago, we were a domestic company with one product and

less than 50 staff. Now, we have customers and staff across three

markets, expanding our offerings in compliance, fleet management

and health and safety.

• Over the past year, EROAD has supported journeys of more than

3.2 billion kilometres travelled by trucks and light vehicles in New

Zealand, Australia and the United States of America. More customers,

more journeys, more data, more knowledge for informed decision

making. We must continually evolve the business to remain relevant in

this constantly changing environment.

It was Andy Warhol who said: “They always say time changes things,

but you actually have to change them yourself”. Over time, our

customers have grown - some exponentially increasing their fleet

sizes, some new to the value of telematics. A range of new regulatory

requirements have also been expanded or introduced. That’s why we

must adapt/evolve our business, so that we can scale efficiently to

address the needs of our customers, communities and stakeholders.

We are improving safety on our roads because our products and

services support better driving. I believe we can state that because

we have customers who are seeing impressive reductions in the

number of incidents occurring: “Our over-speed incidents have

reduced by 83%”, “Our incident rate reduced by almost 90%


immediately after installation” are just a couple of examples that we

hear from our customers. To drive on our roads should not require

spinning the roulette wheel of life. It is heart-warming indeed to know

that what we do, what our products and services enable for our

customers, also helps get more people home safely, every night.

While we invest for the future, we continue to grow. In the past

year our revenue rose to NZ$61.4m, EBITDA was up 48%, our total

contracted units grew to 71,446 (ANZ) and 24,944 (NA) and our

pipelines remain encouragingly strong within all three markets.

Our growth continues through regulatory disruption, because fuel

taxation revenues are under pressure and safety on our roads needs

to get better. EROAD has significant gravitas in this field, having

pioneered the world’s first nationwide electronic Road User Charging

system (NZ), the first electronic Weight Mile Tax service (USA) and

the first independently verified Electronic Logging Device (USA) to

manage driver fatigue.

In summary, maintaining this momentum requires continued

innovation, exemplary service and sustained reliability. Preserving

these factors has required the programme of investment commenced

during this past year.

EROAD is more robust and well positioned for sustained growth

across all markets, validating your continued support.

Steven Newman, CEO

Continued innovation, exemplary

service and sustained reliability

CEO’S REPORTCEO’S REPORT

The investment we have been implementing during 2019 has already delivered:

• New staff with strong track records in their respective fields.

Our leadership team has been strengthened and other key

appointments have been made to deepen marketing, sales,

finance, product and R&D capability, as well as establish

leadership teams for each country. This investment ensures

excellent bench strength to deliver our future growth.

• A refresh of our in-vehicle hardware design to decrease the

cost of manufacturing, increase scaleability, and enable 4G

capability. This investment is key to delivering on our future

growth plans in all markets.

• We have commenced implementation of scalable business

systems and processes that ensure we can scale efficiently,

improve the customer experience and provide greater operating

leverage. With continued strong growth rates planned, these

improvements are essential.

• A major refurbishment of our global headquarters, located

in Albany, Auckland, to ensure a modern and effective space

that supports a range of flexible working styles, enhancing

collaboration and allows EROADers to work their magic.

• A successful re-launch into the Australian market. We have

recruited a strong, core sales team in key states, operationally

leveraging off our New Zealand business. The suite of new

regulatory requirements within Australia has unlocked

opportunities for telematics within industries that have

previously not had cause to invest.

• The strategic refresh for North America during the first half of

FY19 created a geo-vertical sales strategy. This enables higher

ROI as efforts are prioritised within the product suites and

US states where our regulatory telematic reliability provides

a competitive advantage. We continue to take advantage

of the evolving market post the ELD deadline, with our ELD

being rated number one by users on ELDratings.com. We have

engaged third party telemarketing for commencement in May

2019.

In addition to those investments, our strong business momentum continued as evidenced

through these achievements:

• We welcomed a wealth of new customers that have included St

John Ambulance Services, Linfox, Fliway, Coca Cola Amatil NZ

Ltd, and our first enterprise customer in North America.

• Our existing customers remained loyal, giving us an industry-

leading customer retention rate of 98%, due to the benefits our

system delivers to their business. Benefits that enable them to

improve service to their own customers, as well as improve the

safety of those driving on our roads.

• We continued to receive international recognition. In the past

year we appeared in the Deloitte Fast 50 Master of Growth and

the Fast 500 for Asia Pacific. We received the prestigious Brake

Fleet Safety Award acknowledging EROAD’s positive impact

in creating safer drivers, vehicles and roads. We collected the

Exporter of the Year to the USA ($1m to $10m category) at the

American Chamber of Commerce in New Zealand AmCham

DHL Express Success & Innovation Awards. We are a finalist in

the EXPORTNZ Company of the Year, recognizing success by

net return to the New Zealand economy, as well as a finalist

for EXPORTNZ Intellectual Property Excellence in Innovation,

recognizing success in developing and commercializing

innovation in international markets. Winners of those two

awards will be announced in June.

There is an increasing deficit in infrastructure funding with the shift to more fuel efficient

and alternate fuel source vehicles. By March 2019, EROAD technology had collected

NZ$2.5B on behalf of NZTA for the sustainability of the NZ transport network.

• Our relationships with those researching or trialling road

funding or safety regulations have continued to expand

throughout the year. EROAD is now represented on two of

North America’s Transportation Research Board committees.

These draw on international research expertise to solve complex

transport problems, and accordingly membership is only

extended to those considered top in their fields. Our analytical

data research is circulated by the Australian Research Institute.

• Our staff (affectionately referred to as EROADers) are

welcomed into the US Senate, Australian State and Federal

government as well as both local and central government

departments in NZ for discussions on how our technology

can enable safer roads as well as the sustainable funding of

transport networks.

• EROADers have been invited to present at transport,

infrastructure, technology and safety conferences across all

three of our markets. These are all testament to the depth of

talent that exists within our staff, and I am so very proud of

what they collectively achieve.

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20191716
EXECUTIVE

TEAM

TOP (left to right) Matt Dalton, Norm Ellis,

Tony Warwood, Steven Newman, Alex Ball, Pip Gilbert

BOTTOM (left to right) Mike Sweet, Jarred Clayton,

Mark Heine, Genevieve Tearle

EXECUTIVE TEAM

STEVEN NEWMAN • CEO / Director

Steven has led and inspired the organisation since 2007. Previously Steven co-founded Navman

where his COO and CEO roles provided the opportunity for him to establish Navman as a

leading international brand within the Marine Electronics, Fleet Tracking, Precision GPS Modules

and Consumer Car Navigation sectors.

ALEX BALL • Chief Financial Officer

Alex joined EROAD in January 2019 and is responsible for delivering a competitive business that

delivers shareholder value. His previous roles include CFO at some of NZ’s largest companies

including Transpower, TelstraClear and Vector as well as working for a leading accountancy firm

here and overseas.

JARRED CLAYTON • Chief Technology Officer

Jarred leads product, design and engineering at EROAD and is responsible for ensuring that

our technology strategy is future-focused and solves customer problems. He has held several

leadership roles since joining EROAD back in 2008, bringing extensive leadership experience

gained in product and consulting companies in the UK, America and Australia.

MATT DALTON • EVP Operations

Matt joined EROAD in March 2019 to focus on delivering cohesive operational procedures across

EROAD’s global markets for both supply chain and business systems. Matt was previously at

Yellow New Zealand.

NORM ELLIS • President North America

Norm joined EROAD in 2017 to lead our North American business. He was previously COO at ID

Systems, Inc., a producer of wireless asset management systems for the transport sector. Prior to

that he led sales, services and marketing for Omnitracs in the US and Canada for nearly 17 years.

PIP GILBERT • EVP Strategy

Pip is responsible for framing the strategic choices and challenging the status-quo to drive

EROAD’s long term success. She has held both strategy and product leadership roles since

joining EROAD in 2016. Previously, Pip led innovation, partnerships and strategy at The Icehouse

and brings a strong background in customer insight and market research.

MARK HEINE • EVP General Counsel and Company Secretary

As General Counsel and Company Secretary, Mark works with the team on all aspects of

company and product legal compliance and data privacy. Mark joined EROAD in 2015 after a

legal career working at Bell Gully in Auckland and Allens in Sydney.

MIKE SWEET • Chief People Officer

Mike joined EROAD in January 2019 to lead people and culture development. His global HR

work experience includes NZ, Australia, the UK and the USA. His strong affinity for software

and technology sees him providing strategic HR advice to some of NZ’s leading tech growth

companies. Mike’s most recent role was General Manager HR at Spark.

GENEVIEVE TEARLE • Chief Marketing Officer

Genevieve joined EROAD in October 2018 and is responsible for developing capabilities in

marketing strategy, demand generation, and product marketing management. She has

previously held key marketing roles in global corporates like Philips and Fisher & Paykel, working

across Europe, Asia, and Americas in both B2C and B2B environments.

TONY WARWOOD • General Manager Australia & New Zealand

Tony leads our ANZ business, delivering great customer service and business growth both

sides of the Tasman. He joined EROAD with our first customers back in 2009, having previously

worked in the heavy transport industry.

EXECUTIVE TEAM

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20191918FINANCIAL HIGHLIGHTS
FINANCIALHIGHLIGHTS

FINANCIAL HIGHLIGHTS

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20192120
AUSTRALIA &

NEW ZEALAND

FINANCIAL HIGHLIGHTS: ANZ

8000% record

retention

+19%

Growth in Units in ANZ

8,000+

RECORD RENEWALS

Units renewed

(of which 3,000+ upgraded to Gen 2)

46%

HT RUC $ IS COLLECTED

through EROAD technology in New Zealand

$2 7. 3m

EBITDA

Launched

Fringe Benefit Tax

EROAD Product in Australia

Australian

Market Re-launch

Initial re-launch initiatives according to plan

FINANCIAL HIGHLIGHTS: ANZ

Key Achievements

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20192322
New Zealand

EROAD’s customer base

classified as enterprise

40%

all HT RUC Licences

issued through EROAD

54%

• ANZ EBITDA of $27.3m

• Continued solid growth in the SMB run-rate business.

• Largest customers continue to get larger. Approximately 40% of

EROAD’s customer base in NZ is now classified as enterprise.

• Light vehicle and asset tracking opportunities continue to grow,


reflecting Health & Safety regulatory trends and customers

recognising the commercial benefits of telematics.

• High number of renewals (8k+) and upgrades (3k+) to second

generation hardware.

• NZ generates significant operating cash flows which funds R&D

investment and expansion of newer markets.

1

Grow through retention

and account expansion

2

Continue expansion into

safety conscious market

3

Leverage network into

new opportunities

• Provide upgrade pathways and value

added services to increase lifetime

value.

• Future product releases focused on

next generation experiences.

• Leveraging our ease of use, reliability

and market penetration.

• Continue to amplify demand

generation.

• Leverage new and existing

partnerships to increase sales across

their customer bases.

• EROAD will consider opportunities

to create and/or obtain innovative /

complementary product offerings.

• Develop new products and services

using network insights and in

collaboration with our customers and

stakeholders.

EROAD fleet tracking

is fantastic. It’s creating

more and more

information that’s really

beneficial to our fleet.

Crown Relocations • New Zealand

FINANCIAL HIGHLIGHTS: NEW ZEALANDFINANCIAL HIGHLIGHTS: NEW ZEALAND

Go-to Market Summary

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20192524
AU CUSTOMER QUOTE

FINANCIAL HIGHLIGHTS: AUSTRALIA

EROAD re-launched into the

Australian market in October 2018

Australia

1

Build sustainable

run-rate business in SMB

space

2

Pursue selective

enterprise opportunities

3

Manage cost base for

efficiencies in growth

• Focused on under served market

segments with product-market fit.

• Near term product releases focussed on

high value opportunities to deliver ROI.

• Leveraging our accuracy, ease of use

and reliability.

• Leverage NZ reference accounts

into parent companies and areas of

industry strength.

• Position EROAD to take advantage of

rapidly evolving compliance burden on

businesses that operate fleets.

• Leverage NZ operations to accelerate

an efficient operating model.

• Amplify leading service and support.

Go-to Market Summary

FINANCIAL HIGHLIGHTS: AUSTRALIA

Progressing to plan

• Investments made to establish a solid

foundation, including a comprehensive

market review.

• Initial hires into Australian based


sales team.

• Australian FBT and posted speed


products launched.

• Australian marketing campaigns and


lead generating activity commenced.

• Management is encouraged by


early interest and pipeline.

Market Opportunity

• Chain of Responsibility regulatory changes

driving higher adoption rates for telematics


in Australia.

• Testimonials are highly referenceable


trans-Tasman.

• EROAD is leveraging capabilities and

resources in its NZ business, requiring

significantly lower market entry investment.

EROAD has made

us more proactive in

keeping the trucks

safe. Maintenance is

simpler to manage

and we’re able to

keep on top of things

a lot more easily.

Conroy Removals • Australia

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20192726FINANCIAL HIGHLIGHTS: NORTH AMERICA
NORTH

AMERICA

FINANCIAL HIGHLIGHTS: NORTH AMERICA

+40%

Growth in NA Units

EBITDA Positive

NA positively contributing to group

EBITDA & operating cash flows

First Enterprise

Account Win

Approx. 4.9k units

signed in March 2019

Refined

Geo-vertical Focus

Focussing sales, marketing

and R&D investment

Strengthened Local

Management

Strengthened local management

team to drive further growth

#

1 Rated ELD

by users on ELDratings.com

and #2 by independent reviewer

Key Achievements

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20192928
AU CUSTOMER QUOTE

• Achieved 20k unit milestone in August 2018.

• EROAD’s US business is now producing positive operating

cash flow and EBITDA on a monthly basis.

• First significant enterprise fleet signed – one of the largest

privately owned fleets in North America, requiring approx.

4,900 units (full benefits will be realised in FY20). This

expands our addressable market beyond our market entry

target of <200 vehicles per fleet.

• We continued to grow the underlying SMB run-rate

business through a more focussed geo-vertical go-to-market

strategy.

• Future potential enterprise opportunities will be evaluated

to ensure there is strong product and customer fit.

• EROAD is playing selectively in the US AOBRD to ELD

transition (required by Dec 2019) where there is a strong

product fit and limited bespoke R&D development necessary.

1

Build sustainable

run-rate business in

SMB space

2

Pursue selective

enterprise opportunities

3

Consider strategic

growth opportunities

• Tightly focussed geo-vertical approach.

• Near term product releases dictated by

geographic and vertical focus.

• Leveraging our accuracy, ease of use


and reliability.

• Establishing our demand generation

framework.

• Third party telemarketing.

• Large enterprise account win provides

strong reference account for larger

prospects.

• Selectively targeting enterprises, only

where a close fit exists with minimal

requirements for customisation.

• During 1H19, actively pursued target

which didn’t eventuate following detailed

due diligence.

• EROAD will continue to consider

inorganic growth opportunities to

broaden customer base or introduce

innovative and complimentary offerings.

FINANCIAL HIGHLIGHTS: NORTH AMERICAFINANCIAL HIGHLIGHTS: NORTH AMERICA

With EROAD, we are saving a few thousand dollars per month in administrative

time for fuel tax reporting and realizing fuel tax savings of at least $200,000

annually based on the ability to accurately capture and track off road mileage.

EROAD data has also led to a 7% reduction in insurance premiums and savings of

$3,000 per month with its inspection and maintenance recordkeeping capabilities,

as well as fewer violations and lower fines. Overall, the ROI for us on EROAD is

almost immediate.

Beyond providing capabilities for tracking, compliance and a range of functions,

EROAD generates detailed reports that lead to monumental operational benefits

for us. While the system is the source of better productivity and compliance in

our operation at a lower cost, EROAD, more than any of the 12 other suppliers we

evaluated, was willing to work with us to build a customized solution that meets

our specific needs.

Recoil Oilfield Services • USA

North AmericaGo-to Market Summary

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20193130FINANCIAL HIGHLIGHTS: CORPORATE
Corporate

• EROAD’s continued growth in international footprint and scale of operations has

led to investing in strengthening management capability, improving processes

and business systems to support future growth.

• This investment in increased executive capability has seen several highly

experienced senior managers join the business during FY2019.

• As outlined in the FY2018 capital raising, EROAD has commenced an ongoing

programme of implementing new business systems to enable it to scale more

efficiently, improve the customer experience and simplify operational processes,

drive greater leverage of operating expenses. An element of upfront costs

relating to this project were incurred as operating expenses prior to the full

capital project commencing.

• The FY2018 capital raising also outlined plans to increase the level of R&D

spend and this has increased on the prior year reflecting the growing number of

products and services provided by the business and growth into new markets.

In addition, FY2019 saw an increased proportion of this spend being expensed

rather than capitalised.

• EROAD continues to keep an active interest in inorganic growth opportunities

that add value to the group through additional subscriber base, complementary

technology or improved distribution. During FY2019 EROAD incurred a level of

costs investigating a significant opportunity that ultimately did not progress.

FINANCIAL HIGHLIGHTS: CORPORATE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20193332
EROADABOUT

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20193534
COMPLIANCE

2009 / Launch2019 / Present

AUTO RUC

OFF-ROAD

CLAIMS

DAILY DRIVER

ACTIVITY

SERVICE SCHEDULING

AND ALERTS

SERVICE

RECORD HISTORY

OUTSOURCED REPAIR

SERVICE ACCESS

FUEL

MANAGEMENT

IDLE

REPORT

DAILY FLEET

ACTIVITY

GEOFENCE

SITE ACTIVITY

FLEET MANAGEMENT

COMPLIANCE

SPEED

MONITORING

SAFETY EVENT

MONITORING

CHAIN OF

RESPONSIBILITY

INTEGRATED

DVIR WORKFLOW

LEADERBOARDDRIVER

INSIGHT

ELECTRONIC

LOGBOOK

DRIVER

CERTIFICATIONS

FRINGE

BENEFIT TAX

FLEET MANAGEMENT

HEALTH & SAFETY

COMPLIANCE

IFTA

EASY FILE

ELECTRONIC

IRP

ELECTRONIC

OREGON WMT

ELECTRONIC

OREGON RUAF

EROAD

SHARE

E-TRACK

WIRED

PROOF OF

SERVICE

IFTA FUEL

TRIP RECORDS

TRIP

INVESTIGATOR

PARTNER

INTEGRATIONS

EASY-TO-USE

ELD

We continually launch

innovative products and

services that meet the

needs of our customers

and stakeholders.

Complexity made simple through EROAD’s one platform

EROAD’s in-vehicle telematics solution (EHUBO) collects data from the vehicle which is then transmitted via a

secure cellular link and appears in a cloud-based web portal (Depot), for customer access and easy reporting

ABOUT EROAD

CONTINUOUS

INNOVATION

ABOUT EROAD

REGULATORY

+

COMMERCIAL

Vehicle Records

Automatically

generate and

submit required

trip data as well as

integrated DVIR

reporting

Driver Management

Useful information

directly to drivers

that helps reduce

speed, harsh braking

and incidents.

Health & Safety

Detailed reports

on individual driving

behaviours, safety

incidents and trends

for objective

data-driven coaching.

Road Funding

EROAD’s superior

accuracy and

reliability is why

government agencies

accept reports

generated

through our systems.

Fleet

Management

Reduce your driving

costs and improve

service levels across

any vehicle, fleet

size or industry.

Vehicle Health

Service Record

History & Outsourced

Repair Service Access

Communication

Our systems

were designed

to reduce

paperwork,

making them

really easy to use.

Data Analytics

We believe the

people who use the

roads, should

influence the design,

management

and funding of the

roads.

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20193736
1978

2007

Regulatory HistoryEROAD growth timeline

Road User Charges (RUC) legislation was

implemented to collect road funding from vehicles not

paying petrol tax. This was supplemented by further

legislation requiring regular vehicle safety inspections

(Warrant of Fitness or Certificate of Fitness) and

enforced by NZ Police. Drivers would record their

odometers manually on paper forms.

EROAD is commercially founded

EHUBO, EROAD’s electronic

distance recorder obtains patent

and field trials commence in NZ

2008

McCarthy’s becomes

EROADs first customer

with multiple units

2009

EROAD introduces the world’s first

nationwide, GPS based electronic

road user charging (ERUC) system

MoT approves EHUBO, making this NZ’s

first approved electronic distance recorder

EROAD wins its first awards for business

and technology

2010

EROAD undertakes first North

American commercial pilot of a

GPS based road charging platform

2012

EROAD reaches 100 staŽ (aŽectionately

referring to themselves as EROADers)

EROAD makes its first appearance in the

Deloitte Technology Fast500 for AsiaPacific

EROAD electronic weight-mile tax solution

receives independent unqualified opinion from

Oregon Secretary of State Audits Division

EROAD launches commercial services into

North America and Australia, establishing

a US o“ce in Portland, Oregon

EROAD launches first electronic Weight

Mile Tax service (USA)

EROAD lists on New Zealand Stock

Exchange, trading as ERD

EROAD’s electronic log book first to be

approved by NZTA

EROAD electronic IFTA service

launched into North America

EROAD becomes largest channel for

collection of heavy vehicle eRUC in NZ

201320152014

2009

EROAD delivers a significant

technology milestone proving it is

feasible to introduce road charging

across an entire jurisdiction

without intrusive and expensive

roadside infrastructure

2010

NZ Legislation permits use of electronic

distance recorder. This replaced manual

odometer recording with GNSS-based

distance recording or, for heavy vehicles,

mechanical hubodometers

Second generation product launched (EHUBO2)

EROAD chosen as sole heavy vehicle technology

provider for California Road Charge Pilot

EROAD opens sales o“ce in Christchurch, NZ

80% of NZ’s heavy vehicle ERUC is collected using EROAD technology

EROAD develops the analytical model ‘Dynamic Data’, enabling transport planners

to use real (instead of modelled) data for transport network design and evaluation

EROAD opens product refurbishment factory in Penrose, NZ

250 EROADers located across three markets (NZ, North America & Australia)

EHUBO2.2 the revised unit with 4G capacity, launches

EROAD launches USA’s first independently verified

FMCSA registered electronic logging device (ELD)

EROAD selected as sole heavy vehicle technology

provider for USA’s first multi-state RUC pilot

More than 50% of NZ’s heavy vehicle RUC is being

collected electronically

EROAD sales reach 100,000 units

EROAD comes of age, gaining enterprise accounts in all markets (NZ, North America & Australia)

EROAD oce refurbishment of Albany oces creates Global/ANZ HQ based in Albany, Auckland NZ

2012

RUC legislation is

reviewed establishing

greater accountability,

better governance and

reporting processes

2016

2016

2017

Health and Safety at Work Act (HSW Act) came in

to eŽect placing greater responsibility on

organisational leaders. The purpose of this act is to

reduce New Zealand’s workplace injury and death

toll by 25 per cent by 2020

2018

2018

2019

2019

Total Electronic RUC collection

overtakes paper collection

Approx 750,000 vehicles pay road taxes through RUC, including 600,000 light vehicles. Light electric

vehicles are currently exempt until December 2021, heavy electric vehicles are exempt until December 2025

RUC administration is now more electronic than paper-based: 50% of HT RUC Dollars, 67% of HT Licenses,

and 51% of HT KMs travelled, are all recorded electronically

Funding delivered through RUC continues to increase year on year. Since launching, more than NZ$2.5

billion RUC funding has been collected through EROAD technology

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20193938
Health and Safety

Health and Safety has been at the core of our values since our

inception as a company and remains a key area of focus for us in

terms of product development, competency development and

company culture.

Health and Safety and Chain of Responsibility regulatory developments in New Zealand and

Australia have further resulted in us building a suite of products and services that support

health and safety regulatory compliance, reporting, and driver safety.

The introduction of Drive Buddy, Virtual Speed Camera, Driver Leaderboard, electronic

logbook, and vehicle monitoring all aid compliance reporting, and have resulted in reductions

in overspeed events in our customers’ fleets.

Driver Login and Posted Speed have both been enabled by the in-vehicle telematics device

we developed (Ehubo2) which provides information to drivers that has been shown to reduce

speed, harsh braking and safety incidents through in vehicle feedback to the driver.

New Zealand reduction in speed

Frequency (events per 100km)

Driver Leaderboard

TM

Driver Login

TM

Posted Speed

TM

Overspeed Dashboard

TM

Drive Buddy

TM

47%

SPEED EVENTS

The above graph shows the reduction in over speed events

over time as product enhancements have been added.

Our SaaS software solution further contributes to enabling safety outcomes in our customer

fleets. Driver Leaderboard in Depot enables our customers to have driver coaching

conversations with their drivers to improve driver safety outcomes. It provides a means by

which good performance can be rewarded by employers, and training and support can be

provided where necessary.

Internally, our safety and wellbeing professionals play a key role in delivering health and safety

programmes and providing expertise and support to EROAD’s operations in New Zealand,

North America and Australia. EROAD’s safety risk assessment process brings focus to safety,

driving a reduction in injuries and stress through a continual focus on the mental and physical

safety of our employees. Our safety and wellbeing professionals also work with our customers

to aid in the design of their safety processes in a continuous improvement approach to

improving safety outcomes both at EROAD and across our customers operations.

In 2018 EROAD received the Brake Fleet Safety Award acknowledging EROAD’s positive

impact in creating safer drivers, vehicles and roads.

Leaderboard gives us all the names of the

drivers and how they perform through the week.

I keep a record of it so I can see how I perform

and how other drivers perform – because I’m

involved with their health and safety.

It’s all about driving safely and getting home

safely. That’s why you should have EROAD.

Machinery Movers • EROAD Customer, New Zealand

The EROAD installation was the easiest and

most successful vehicle technology roll out

in to the St. John fleet.

This was due to the flexibility of EROAD, their

structured approach and their seamless work,

with our Infrastructure Managers and Install

Co-ordinators.

St. John • EROAD Customer, New Zealand

Ehubo2: Driver LoginDepot: Driver Leaderboard

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20194140
Sizeable decline in over-speed events with customers

who have actively implemented ‘Safe Driver’

16

14

12

10

8

6

4

2

Foodstus North Island: Owner Drivers

Average number of speeding events per 100km travelled

EHUBO2 SAFE DRIVER

upgrade plan commenced

Jan 2017Jul 2017Jan 2018Jul 2018Jan 2019

83%

SPEED EVENTS

1

2

3

4

5

Foodstus North Island: Company owned vehicles

Average number of speeding events per 100km travelled

EHUBO2 SAFE DRIVER

upgrade plan commenced

Jan 2017Jul 2017Jan 2018Jul 2018Jan 2019

85%

SPEED EVENTS

and consistently sit below 0.3 events per 100km

0.8

1.0

1.2

1.4

1.6

1.8

2.0

2.2

2.4

2.6

TIL Freight: Average number of speeding events per 100km travelled

EHUBO2 SAFE DRIVER

upgrade plan commenced

Jul 2017Jan 2018Jul 2018Jan 2019

89%

SPEED EVENTS

immediately after installation

EROAD has so far brought down our over

speed events from approximately 25,000

a month to about 1200.

It’s reduced our overall fuel bill by

approximately 20% and accident incident

rates by 20%.

McConnell Dowell • EROAD Customer, New Zealand

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20194342
23.9%

less distance

45.8%

higher risk of trac incident

Varying Drive TimesVarying Risk

Using big data for safer roads

Our data and analytics team, working collaboratively with Oregon State University, has

created a new data algorithm called Dynamic Risk, using real data (as opposed to modelled

data). This will enable transport authorities to make efficiently informed spending decisions to

improve road safety.

Driver behaviour gathered from over 9.5 million trips and collected through EROAD

technology was anonymized, aggregated then analysed through an innovative algorithm that

has resulted in a new way of accurately identifying risk.

“We wanted to create a model that could predict where crashes were most likely to occur

so that preventative measures could be implemented before those areas became known as

high-crash risk areas” said EROAD’s Director of Analytics Gareth Robins. “When compared

to traditional methods of risk analyses, our technology and new algorithm is an efficient and

effective way of comparing multiple factors gathered from a range of vehicle types, unlocking

information previously unavailable on how our roads are being driven”.

The research was conducted using data from New Zealand and looked at fatigue, frustration

and familiarity, then compared these factors across the five classes of New Zealand roads.

When choosing to travel between Rotorua and Taupo one route has 23.9% less distance but

exposes the driver to 45.8% higher risk of being involved in a traffic incident (indicated by red

on the map).

Sustainability

The data insights provided by EROAD help our customers achieve

greater fuel efficiency, subsequently reducing emissions.

EROAD’s fleet management solution compares fuel records and displays average and total idle

time by vehicle enabling conversations with drivers around reducing idle times, and inefficient

fuel usage. By monitoring idle events and tracking driver behaviour, we not only provide

our customers with improvements to their bottom line but also help lessen their businesses’

impact on the environment.

During 2018 we moved to outsourced manufacturing, moving our production to the

Philippines. This process involved extensive evaluation of manufacturing options, with

consideration given to their treatment of employees in line with our values, track records on

human rights, and sustainability of their operations.

Our chosen manufacturing partner, IMI Engineering, supports the Carbon Disclosure Project

(“CDP”) climate change initiative and submits annual CDP reports showing their continued

reduction in C02 emissions. In addition to this, since 2017 they have reduced their scrap levels

by 67% and are committed to effective engineering solutions that minimise their impact on

the environment.

REMANUFACTURING:

We closely follow the Ministry for the Environment’s recommended guidance for collection,

reuse and recycling of electrical and electronic equipment (EEE). We, therefore, remanufacture

EEE to the extent possible and with minimal waste, thereby offsetting what must be

extracted from the environment. We use reputable partners to recycle EEE that could not be

remanufactured, ensuring absolute integrity and efficiency of the recycling process.

Within the last financial year we began recycling electronic waste (since 4 April 2018). Since

then we have reclaimed:

• 287 kg of LiSOCl2 batteries

• 48 kg of PCB Boards

On average we now remanufacture/refurbish 1500 units per month using recycled

components. Where possible we re-use/re-cycle our cartons, especially our outers, both in our

production facility, and at our sales locations.

REDUCED USE OF FOSSIL FUELS

Less fossil fuels used, less CO2 into our environment. We have improved our supply chain to

reduce our reliance on international freight. According to the U.S. Environmental Protection

Agency, more than half of the air pollution in the USA comes from vehicles. Our products and

services enable our customers to move their vehicles more efficiently, which is why they use

less fuel after installing EHUBO2 in their vehicles.

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20194544
Heather Woodruff

Customer Success & Service Manager

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20194746
Male 61%

Female 39%

31%

Female

EROAD’s

wider

leadership

team

Technology

Sector

EROAD

23%

39%

7%

37%

26%

30%

Under 2526-35

36-45

Over 46

To deliver on our 3-5 year strategy plan we have designed a scalable organisation with the

right skill-sets to grow and mature the company in new markets and geographies. We have

bolstered our leadership team with new executive level members and key appointments to

deepen marketing, sales, finance, product and R&D capability, as well as establish leadership

teams for each country. We are investing heavily to develop future leaders across the business

to ensure excellent bench strength for our future growth.

We love what we do – delivering

our customers and community safer

roads, better environmental outcomes

and commercial advantage.

All figures are employees (no contractors included)

GENDER SPLIT

WOMEN AS A PERCENTAGE OF THE WORKFORCE

AGE SPLIT

ABOUT EROADABOUT EROAD

Sarah Thompson

VP Product

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20194948
We have over

250 staff

located across

our three markets.

New Zealand

US

Australia

197

57

5

EROADer

Location

35

EROADers come

from more than

c

o

u

n

t

r

i

e

s


a

r

o

u

n

d


t

h

e


w

o

r

l

d

91

new employees

joined us in FY19

All figures are employees

(no contractors included)

Ken Eyre

Senior Manager – Product Support & Fulfillment

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20195150
Jyothi Madanlal

Software Engineer

SUPPORTIVE CULTURE

We maintain a supportive culture through company events, the social

committee, reward and recognition programmes and family-friendly

company policies such as flexible working and parental leave.

• Our employee engagement survey shows

that 84% of staff are proud to work for

EROAD and would recommend it as a great

place to work.

• Our culture is orientated around inclusion,

underpinned by a formal D&I strategy

and a high emphasis on our values.

Wellbeing is a positive and daily focus.

2/3 of employees are engaged in a three

month walkathon; we’re operating global

“Lean-in” development circles; frequent

walking meetings; an active volunteering

and social calendar and an employee driven

recognition program.

• Our teams enjoy flexible working, personal

choice technology and fruit and social

activities in the office.

• We provide our people with opportunities

to volunteer in the community and make a

real difference to those in need.

• A major refurbishment of our global and

ANZ headquarters was completed in March

2019. This has created a modern working

environment that supports agile working.

Habitat for

Humanity (2 days)

Truckers

Against Tracking

Oregon Food

Bank (2 days)

North America

We have volunteered

and supported

Gardening Therapy

Eat My Lunch

Shore and Dive Cleanup

Auckland City Mission (2x)

Pink Shirt Day

Gumboot Friday

I am hope

New Zealand

Building houses with Habitat for Humanity

Portland, Oregon, USA

Shore and Dive Cleanup

Auckland, New Zealand

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20195352
EROAD GLOBAL HEAD OFFICE

AND ANZ HEADQUARTERS

Auckland, New Zealand

A major refurbishment of our global headquarters located in Albany,

Auckland, to ensure a modern space that supports a range of flexible working

styles, enhances collaboration and allows EROADers to work their magic.

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20195554
LEARNING AND LEADERSHIP

We run programmes that encourage lifelong

learning, identify and develop our next

generation of leaders, and ensure that experts

in their fields share their knowledge with

others.

• Our approach to work is designed to foster

our entrepreneurial spirit. We celebrate

innovation with both a formal program

as well as the ability for employees to

recognize each other with awards.

• We use technology to enable cross

market collaboration, linking our teams in

borderless working.

GRADUATE PROGRAMMES

We recognise that the company’s future rests

with the next generation of engineers, product

owners and other talented professionals. We

help prepare young people to pursue these

disciplines by offering graduate programmes

and internships, realising two Graduates and

five Interns during FY19.

Soumya Puri

Project Manager

ABOUT EROADABOUT EROAD

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20195756
AUDITOR’SREPORT

AUDITOR’S REPORTAUDITOR’S REPORT




© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member

firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.


Independent Auditor’s

Report

To the shareholders of EROAD Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated financial

statements of EROAD Limited (the company) and its

subsidiaries (the Group) on pages 63 to 104:

i. present fairly in all material respects the Group’s

financial position as at 31 March 2019 and its

financial performance and cash flows for the year

ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position as

at 31 March 2019;

— the consolidated statement of comprehensive

income, changes in equity and cash flows for the

year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 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 and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the Group

financial statements section of our report.

Our firm has also provided other services to the Group in relation to tax compliance, tax advisory and corporate finance.

Subject to certain restrictions, partners and employees of our firm may also deal with the Group on normal terms within

the ordinary course of trading activities of the business of the Group. These matters have not impaired our independence

as auditor of the Group. The firm has no other relationship with, or interest in, the Group.

Scoping

The scope of our audit is designed to ensure that we perform adequate work to be able to give an opinion on the Group

financial statements as a whole, taking into account the structure of the Group, the financial reporting systems, processes

and controls, and the industry in which it operates.

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20195958







The context for our audit is set by the Group’s major activities in the financial year ended 31 March 2019. The Group’s

finance function is located at the head office in Auckland and in the USA office in Oregon. All audit work in respect of the

consolidated financial statements was performed by the Group engagement team.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the Group

financial statements as a whole. The materiality for the Group financial statements as a whole was set at $580,000

determined with reference to a benchmark of Group revenue. We chose the benchmark because, in our view, this is a key

measure of the Group’s performance.

Key audit matters

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

Group

’s consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process by which

we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of our

statutory audit opinion on the Group financial statements as a whole and we do not express discrete opinions on separate

elements of the Group financial statements.

The key audit matter How the matter was addressed in our audit

Revenue Recognition ($61.3m)

Refer to Note 3 of the consolidated

financial statements.

The majority of the Group’s contracts

are accounted for as a service contract

under NZ IFRS 15.

We focused on this area because the

accounting determination of whether or

not the contract contains a lease has a

significant impact on the recognition of

profit and loss and balance sheet.

The contracts do not meet the definition

of a lease under NZ IFRS 16. These

customer contracts are deemed not to

represent a lease of the eHUBO unit

because EROAD’s customers do not

have the right to direct the use of the

asset and therefore do not have the

right to control the use of the eHUBO

unit. This is a significant judgement

under NZ IFRS 16.

We assessed the judgement in revenue recognition by:

— Assessing the Group’s revenue recognition policy for compliance with the

relevant accounting requirements;

— Selecting a sample of contracts during the year and agreeing the sample

to the contract terms and assessing the contractual terms against the NZ

IFRS 15 & 16 recognition requirements;

— Reviewing any changes or new contractual terms and conditions entered

into with new customers during the period, and consideration of the

potential impact on revenue recognition applied;

— Checking a sample of customer invoices immediately prior to and after

year end to confirm the service start date of the contract is line with the

NZ IFRS 15 & 16 requirements and;

— Challenging management’s conclusions that the customer contracts do

not meet the definition of a lease under NZ IFRS 16 and are therefore,

accounted for as a service contract under NZ IFRS 15 and NZ IFRS 16.

We did not identify any matters that indicated that the reported revenue is

materially misstated.


Development asset capitalisation and impairment ($29.8m)








The key audit matter How the matter was addressed in our audit

Refer to note 16 of the consolidated

financial statements.

The Group has reported a development

asset of $29.8m (2018: $26.8m). This

investment requires significant

judgement as to whether the largely

internal costs should be expensed or

capitalised, and assessing the indicators

of impairment. We focused on this area

due to the quantum of the development

costs capitalised.

The Group’s process for calculating the

amount of internally developed

platform costs to be capitalised is

judgmental and involves estimating the

hours which staff spend developing

software and determining the costs

attributable to that time.

The Directors have assessed whether

any impairment indicators existed for

each major development asset by

considering, among other factors, sales

achieved to date and the overall

operating and cash performance of the

entity.

Indicators of impairment were identified

in the US operations and the Group

performed an impairment test of the

development assets on a value in use

basis. This assessment requires

judgment when forecasting future sales

and the related cash flows, including

considering the difficulties in achieving

current year budgeted sales levels for

US market.

We assessed the judgement related to the internal costs capitalised by:

— Understanding the nature and background of the activities that are

capitalised through inquiry of the key operational, financial, legal, and

engineering personnel;

— Challenging whether costs capitalised during the year comply with the

accounting requirements; and

— Assessing the reasonableness of the amount of internal costs capitalised

based on the hours which staff spend developing software plus

attributable costs.

We assessed management’s impairment testing of the development asset by

obtaining the supporting model and assessing the methodology and key

assumptions made including:

— Confirming our understanding of the US telematics industry and country

specific regulation obtained during our visit to the EROAD Oregon

operations through interviews held with relevant members of the US

management team.

— Reconfirming the external advice management has obtained in respect of

the market strategy to be adopted in the US through discussions with

management to confirm our understanding of the operation’s strategy.

— Using our corporate finance experts to challenge and assess the

appropriateness and mathematical accuracy of management’s

impairment models well as the reasonableness of key inputs such as

weighted average cost of capital and long term growth weights.

— Challenging management’s future cash flow forecasts. This included

comparing previous forecasts to actual results and other relevant

supporting documentation such as sales pipelines (to evidence the

feasibility of the forecasts and to assess the reliability of historical

forecasting).

— We challenged management’s forecasts by performing sensitivity analysis

over the forecasted sales volumes, discount rate, and expenses. This

enabled us to ascertain the extent of change in those assumptions

required to result in an impairment of the development assets.

We did not identify any factors that indicated that management’s overall

conclusions were not supportable.

Deferred Tax Asset ($7.5m)

Refer to note 10 of the consolidated

financial statements.

The Group has a net deferred tax asset

balance of $7.5m, of which $9.3m

relates to deferred tax assets arising

from past tax losses. We focused on the

deferred tax asset from tax losses

Our procedures included the following:

— We evaluated the Group’s assessment of whether there would be sufficient

taxable profits in future periods to support the carrying value of the deferred

tax asset in New Zealand;

— We compared the assumptions used in the forecasts of taxable profit to

those applied in management’s FY19 budgets;

AUDITOR’S REPORTAUDITOR’S REPORT

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 20196160







The key audit matter How the matter was addressed in our audit

arising in New Zealand as its

recoverability is sensitive to the Group’s

expected future profitability and its

entitlement to offset these losses

against future profits.

This as a key risk due to the significance

of the deferred tax asset to the financial

position of the Group and the

judgement applied by management in

determining the extent to which a

deferred tax asset should be recognised.

— We challenged the key assumptions in the forecasts presented;

— We also considered whether the recognition of additional deferred tax

assets in relation to current year tax losses and previously unrecorded

losses were in compliance with the relevant accounting requirements;

— We examined correspondence with the Inland Revenue Department

supporting the calculation of available tax losses;

— We used our tax specialists to assess whether the shareholder continuity

requirements under New Zealand tax legislation had been maintained in

the current financial reporting period.

The results of our procedures did not identify any inconsistencies with

management’s conclusion that the recognition of unrecognised losses and

current year losses meets the criteria for recognition.


Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual Report.

Other information includes the Chairman’s Report, Board of Directors, CEO’s Report, Executive Team, Financial Highlights,

About EROAD, Corporate Governance, Regulatory Disclosures, Other Information, Glossary and Key Dates and are included

in the Annual Report. Our opinion on the Group financial statements does not cover any other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the Group financial statements our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the Group financial statements or our

knowledge obtained in the audit or otherwise appears materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent 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 shareholders as a body for our audit work, this independent auditor’s report, or any of the opinions

we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of EROAD Limited, are responsible for:

— the preparation and fair presentation of the Group financial statements in accordance with generally accepted

accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards)

and International Financial Reporting Standards;








— implementing necessary internal control to enable the preparation of a Group set of financial statements that is fairly

presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless they either intend to liquidate 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 objective is:

— to obtain reasonable assurance about whether the Group financial statements as a whole are free from material

misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They 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 Group financial

statements.

A further description of our responsibilities for the audit of these Group financial statements is located at the External

Reporting Board (XRB) website at:

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

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Ross Buckley

For and on behalf of



KPMG

Auckland

28 May 2019



AUDITOR’S REPORTAUDITOR’S REPORT

EROAD
ANNUAL REPORT 2019

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ANNUAL REPORT 2019

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FINANCIAL STATEMENTSFINANCIAL STATEMENTS

STATEMENTSFINANCIAL

EROAD LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 March 2019

GROUP

31 March 201931 March 2018

Notes

$ $

Restated

Revenue361,351,89643,766,496

Operating Expenses4(45,718,717)(33,221,446)

Earnings before interest, taxation, depreciation and amortisation 15,633,17910,545,050

Depreciation of Property, Plant & Equipment14(6,621,272)(5,361,391)

Amortisation of Intangible Assets16(6,479,134)(5,594,391)

Amortisation of Contract and Customer Acquisition Assets(4,852,093)(3,673,129)

Earnings/(loss) before interest and taxation(2,319,320)(4,083,861)

Finance income828,88497,694

Finance expense8(2,815,983)(1,896,889)

Net financing costs(2,787,099)(1,799,195)

Profit/(loss) before tax (5,106,419)(5,883,056)

Income tax (expense)/benefit9191,1992,426,232

Profit/(loss) from continuing operations(4,915,220)(3,456,824)

Profit/(loss) after tax for the year attributable to the shareholders(4,915,220)(3,456,824)

Items that are or may be reclassified subsequently to profit or loss

Other comprehensive income(1,120,303)(196,793)

Total comprehensive income/(loss) for the year(6,035,523)(3,653,617)

Earnings per share - Basic (cents)11(7.31)(5.61)

Earnings per share - Diluted (cents)11(7.24)(5.57)

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EROAD
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ANNUAL REPORT 2019

6465

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

EROAD LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2019

GROUP

31 March 201931 March 20181 April 2017

Notes

$ $

Restated

$

Restated

CURRENT ASSETS

Cash and cash equivalents1216,138,80621,870,415935,359

Restricted bank accounts12,672,7419,498,0719,208,289

Trade and other receivables1310,502,12311,626,4195,519,533

Contract fulfilment costs72,424,6262,140,1351,482,115

Costs to obtain contracts72,163,8881,448,655927,327

Current tax receivable5,30121,456361,912

Total Current Assets43,907,48546,605,15118,434,535

NON-CURRENT ASSETS

Property, plant and equipment1433,901,28923,848,22717,938,605

Intangible assets1633,132,28529,901,46928,662,777

Contract fulfilment costs72,662,9432,204,4722,108,773

Costs to obtain contracts72,100,0791,635,487935,665

Deferred tax assets107,495,4966,953,3854,367,515

Total Non-Current Assets79,292,09264,543,04054,013,335

TOTAL ASSETS123,199,577111,148,19172,447,870

CURRENT LIABILITIES

Overdrafts12--873

Borrowings1817,162,66710,574,689-

Trade payables and accruals176,111,4304,859,1245,251,971

Payables to NZTA and ODOT12,488,8719,439,1399,243,383

Current tax payable-85,245-

Contract liabilities195 , 7 57, 9 5 15,434,8814,569,936

Lease liabilities15782,450801,024727,406

Employee entitlements1,338,0261,147,4621,201,002

Total Current Liabilities43,641,39532,341,56420,994,571

NON-CURRENT LIABILITIES

Borrowings

1817,476,02915,908,6707,029,304

Contract liabilities

194,209,4724,739,0713,498,971

Lease liabilities

156,246,8591,264,6902,093,192

Deferred tax liabilities10335,025127,3833,409

Total Non-Current Liabilities

28,267,38522,039,81412,624,876

TOTAL LIABILITIES71,908,78054,381,37833,619,447

NET ASSETS51,290,79756,766,81338,828,423

EQUITY

Share capital1180,612,42380,326,43858,965,367

Translation reserve(1,654,943)(534,640)(337,847)

Retained earnings(27,666,683)(23,024,985)(19,799,097)

TOTAL SHAREHOLDERS' EQUITY51,290,79756,766,81338,828,423

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

EROAD LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 March 2019

GROUP

Share Capital Retained Earnings

Translation

Reserve

Total

Notes$$$$

Balance as at 1 April 2017 as originally presented 58,965,367 (13,066,244) (343,389)45,555,734

Adjustment on initial application of NZ IFRS 15,16 & 9

(net of tax)

2 (6,732,853) 5,542 (6,727,311)

Balance as at 1 April 2017 (restated) 58,965,367 (19,799,097) (337,847) 38,828,423

Profit after tax for the year (restated) - (3,456,824)(3,456,824)

Other comprehensive income - - (196,793)(196,793)

Total comprehensive loss for the year, net of tax - (3,456,824) (196,793) (3,653,617)

Equity settled share-based payments 37,818 230,936 - 268,754

Share capital issued11 21,323,253 21,323,253

Balance at 31 March 2018 80,326,438 (23,024,985) (534,640) 56,766,813

Balance as at 31 March 2018 as originally presented 80,326,438 (12,625,692) (540,182) 67,160,564

Adjustment on initial application of NZ IFRS 15,16 & 9

(net of tax)

- (10,399,293) 5,542 (10,393,751)

Balance as at 1 April 2018 (restated) 80,326,438 (23,024,985) (534,640) 56,766,813

Profit after tax for the year

-

(4,915,220)

-

(4,915,220)

Other comprehensive income - - (1,120,303)(1,120,303)

Total comprehesive loss for year - net of tax - (4,915,220) (1,120,303) (6,035,523)

Equity settled share-based payments 94,424 273,522 - 367,946

Share capital issued11 191,561 191,561

Balance at 31 March 2019 80,612,423 (27,666,683) (1,654,943) 51,290,797

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


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONCONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Chair of the Finance, Risk and Audit Committee, 28 May 2019Chairman, 28 May 2019

EROAD
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS

EROAD LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 March 2019

GROUP

31 March 201931 March 2018

Notes


$


$

Restated

Cash flows from operating activities

Cash received from customers62,269,663 39,810,030

Payments to suppliers and employees(45,356,635) (33,061,706)

Interest received 19,645 13,453

Interest paid (2,815,983) (1,896,889)

Tax received 196,536 340,456

Net cash inflow from operating activities14,313,226 5,205,344

Cash flows from investing activities

Payments for investment in property, plant & equipment14 (10,794,313) (11,315,559)

Payments for investment in intangible assets16 (9,709,950) (6,833,083)

Payments for investment in contract fulfilment assets (3,527,493) (3,000,865)

Payments for investment in customer acquisition assets (3,247,387) (2,647,133)

Net cash outflow from investing activities (27,279,143) (23,796,640)

Cash flows from financing activities

Receipts from bank loans18 23,602,236 23,731,244

Repayments of bank loans18 (15,446,899) (4,277,189)

Repayments of lease liability (921,029) (754,884)

Receipts from issue of equity11 - 21,501,711

Payments for costs of raising equity - (673,657)

Net cash inflow from financing activities 7,234,308 39,527,225

Net increase/(decrease) in cash held (5,731,609) 20,935,929

Cash at beginning of the financial year21,870,415934,486

Closing cash and cash equivalents (net of overdrafts)16,138,80621,870,415

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

EROAD LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2019

NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES

EROAD Limited (the “Parent”) is a company domiciled in New Zealand registered under the Companies Act 1993 and listed on

the New Zealand Stock Exchange (NZX) Main Board. The Company is an FMC reporting entity for the purposes of the Financial

Markets Conduct Act 2013 and the financial statements have been prepared in accordance with the requirements of that Act and

the Financial Reporting Act 2013. The consolidated financial statements comprise EROAD Limited and its subsidiaries (the “Group”).

The Group provides electronic on-board units and software as a service to the transport industry.

The financial statements for the Group are for the year ended 31 March 2019

The financial statements were authorised for issue by the directors on 28 May 2019.

The accounting policies below have been applied consistently to all periods presented in these financial statements.

(a) Basis of preparation

Statement of compliance with IFRS

The consolidated financial statements comprise the following: consolidated statement of comprehensive income, consolidated

statement of changes in equity, consolidated statement of financial position, consolidated statement of cash flows, and accounting

policies and notes to the financial statements contained on pages 62 to 104.

The consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting

Practice (“NZ GAAP”). They comply with the New Zealand equivalents to International Financial Reporting Standards (NZ IFRS)

and other applicable Financial Reporting Standards as appropriate to Tier 1 for-profit entities.

Comparative figures

Where a change in presentation of the financial statements has been made during the period, comparative statements and notes

have been restated to align with current year presentation.

Basis of measurement

The financial statements are prepared on the historical cost basis. Except for certain financial instruments carried at fair value as

described in (g) and (h).

Going concern

The financial statements have been prepared using the going concern assumption.

Presentation currency

The financial statements are presented in New Zealand dollars and all values are rounded to the nearest dollar ($).The functional

currency of EROAD Limited is New Zealand Dollars (NZD).

Use of estimates and judgements

In preparing these consolidated financial statements in conformity with NZ IFRS, management has made judgements, estimates

and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future

periods affected.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within

the next financial period are included in the following notes:

Note 3: The Group provides a right to use its hardware assets as part of its contracts with customers. Determining whether the

contract contains a lease as per the definition of NZ IFRS 16, is a significant judgement requiring consideration as to whether the

customer has the right to direct the use of the hardware asset. Historically the company assessed EROAD’s customers as having

physical control of the EROAD unit and therefore a right to use an asset. Under NZ IFRS 16 the company has determined that

EROAD’s customers don’t have the right to direct the use of EROAD’s asset because EROAD continues to have the right and ability

to change how the unit operates during the customer’s contractual term. The Group determined that customers do not have the

right to control the use of its hardware assets and therefore the arrangement does not contain a lease. Therefore the contracts have

been accounted for as a services contract under NZ IFRS 15.


NOTES TO THE FINANCIAL STATEMENTSCONSOLIDATED STATEMENT OF CASH FLOWS

EROAD
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FINANCIAL STATEMENTSFINANCIAL STATEMENTS

The contracts with customers include promises to provide multiple products and services. Determining whether the products

and services are considered distinct performance obligations that should be accounted for separately versus together requires

significant judgement. The Group provides significant integration services of its hardware assets and installation services when

integrating its software and therefore has accounted for these services as one performance obligation.

Note 10: recognition of deferred tax assets: availability of future taxable profit against which carry forward tax losses can be used.

Note 16: impairment testing for intangible assets, key assumptions underlying recoverable amounts, including the recoverability of

development costs.

(b) Basis of Consolidation

The Group financial statements consolidate the financial statements of subsidiaries using the purchase method of accounting.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial

statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the

date on which control ceases.

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions are eliminated.

(c) Business Combinations

The Group accounts for business combinations using the purchase method when control is transferred to the Group. The

consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any

goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are

generally recognised in the statement of comprehensive income. Any contingent consideration is measured at fair value at the date

of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as

equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of

contingent consideration are recognised in equity.

(d) Revenue

Software as a service revenue

The Group generates revenue through the sale of hardware assets, rental of hardware assets, installation of hardware assets and

provision of software services as part of contracts with customers as part of a bundled package. These hardware units enable

customers to access the software platform offered by the Group. The transaction involving hardware and accessories do not

convey a distinct good or service. The sale does not transfer control to the customer as the Group provides a significant service

of integrating the software service to produce a combined output. The sale of the hardware, accessories and software service are

referred to as Software as a Service (SaaS) revenue, which is recognised over time as the customer simultaneously receives and

consumes the benefits of the service. The Group concluded that the customer is expected to benefit from the services evenly over

the period of delivery being the contract period and as a result would recognise revenue on a straight line basis of the contract

period. The Group recognises revenue from the date of installation as this is when the Group deems the service period to begin.

There are no variable consideration terms within the contracts.

The timing of revenue recognition may differ from the timing of invoicing to customers and the receipt of consideration. A contract

liability is recognised where consideration is received in advance of the completion of associated performance obligations. The

contract liability derecognised over time evenly over the period of the contract as the customer derives the benefit evenly from the

services provided over the contract period. The majority of contracts are for 3 years and can be for a term of up to 5 years. As a

result there is a financing component which the group recognise as a finance cost when consideration is received in advance.

The Group offers installation services as part of a number of promises to transfer goods and services within each contract.

Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as the

installation is a set-up activity that does not provide the customer a direct benefit other than access to the software services. As a

result, the installation service is considered as part of the single performance obligation; referred to as Software as a Service (SaaS)

revenue, which includes the software service and hardware sale or rental for which the customer simultaneously receives and

consumes the benefit of the service. Where installation revenue is received in advance of satisfying the performance obligation a

contract liability is recognised. The contract liability derecognised over time evenly over the period of the contract as the customer

derives the benefit evenly from the services provided over the contract period.

The majority of contracts are for 3 years and can be for a term of up to 5. As a result there is a financing component which the

group recognise as a finance cost when consideration is received in advance.

Transaction fees

When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net

amount of commission made by the Group.

Capitalised contract fulfillment costs

The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract

fulfillment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a term

of up to 5 years.

Capitalised contract acquisition costs

The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers, typically sales

commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority of contracts are for 3

years and can be for a term of up to 5 years.

(e) Finance income and finance expenses

The Group’s finance income and finance expenses include: interest payable and receivable recognised using the effective interest

rate method, foreign exchange gains and losses.

(f) Taxation

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the

extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable

also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be

applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the

reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is

probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each

reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(g) Financial Instruments

Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial

liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured

at fair value plus, for an item not at Fair Value through Profit or Loss, transaction costs that are directly attributable to its acquisition

or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

Classification and subsequent measurement

Financial assets – Policy applicable from 1 April 2018:

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive Income

– equity investment; or Fair Value through Profit or Loss.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for

managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period

following the change in the business model.

NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

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Amortised Cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at Fair Value

through Profit or Loss:

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal

amount outstanding.

Equity Investment - Fair Value Through Other Comprehensive Income

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent

changes in the investment’s fair value in Other Comprehensive Income. This election is made on an investment-by-investment basis.

Fair Value through Profit or Loss

All financial assets not classified as measured at amortised cost or Fair Value through Other Comprehensive Income as described

above are measured at Fair Value through Profit or Loss. This includes all derivative financial assets. On initial recognition, the Group

may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at Fair

Value through Other Comprehensive Income as at Fair Value through Profit or Loss if doing so eliminates or significantly reduces an

accounting mismatch that would otherwise arise.

Financial assets – Subsequent measurement and gains and losses:

Financial assets at Fair Value through Profit or Loss

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are

recognised in profit or loss

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by

impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or

loss on derecognition is recognised in profit or loss.

Equity investments at Fair Value through Other Comprehensive Income

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend

clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in Other

Comprehensive Income and are never reclassified to profit or loss.

Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or Fair Value through Profit or Loss. A financial liability is classified

as at Fair Value through Profit or Loss if it is classified as held-for-trading, it is a derivative or it is designated as such on initial

recognition. Financial liabilities at Fair Value through Profit or Loss are measured at fair value and net gains and losses, including any

interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the

effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss

on derecognition is also recognised in profit or loss.

Financial Assets - Policy applicable before 1 April 2018

The Group classifies non-derivative financial assets and liabilities into the following categories: loans and receivables and other

financial liabilities.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets

are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and

receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise cash and cash equivalents, trade and other receivables and loans to shareholders and directors.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.


(h) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure

purposes.

The fair values of financial instruments that are not traded in an active market are determined using valuation techniques. The

Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Other

techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.

The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date. Fair

values reflect the credit risk of the financial instrument and include adjustments to take account of the credit risk of the Group and

counterparty when appropriate.

The carrying value less impairment provision of trade receivables is assumed to approximate its fair value due to its short term

nature. The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual

cash flows at the current market interest rate that is available to the Group for similar financial instruments.

(i) Property, Plant and Equipment

Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase

consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended

use. Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income

is calculated as the difference between the net sales price and the carrying amount of the asset.

Subsequent costs

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an

item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group

and the cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an

expense in the period they are incurred.

Depreciation

Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner

intended by management. The following rates have been used:

Leasehold improvements3 to 9 yearsStraight line

Hardware assets3 to 6 yearsStraight line

Plant and equipment3 to 11 yearsStraight line

Computer/Office equipment1 to 3 yearsStraight line

Motor vehicles3 to 5 yearsStraight line

The above rates reflect the estimated useful lives of the respected categories. Leasehold improvements are depreciated over the

contracted lease term.

(j) Leases as a lessee

The Group recognises a right-of-use asset and a lease liability at the commencement date. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the

commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset or the site on

which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of

the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are

determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced

by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental

borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

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Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

• amounts expected to be payable under a residual guarantee; and

• the exercise priced under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional

renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a

lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest rate method. It is remeasured when there is a change

in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount

expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a

purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-

use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets in ‘Property, plant and equipment’. Lease liabilities are presented separately in the

Statement of Financial Position.

Short-term leases and leases of low-value items

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term property leases and leases of low-

value assets including office equipment. The Group recognises the lease payments associated with these leases as an expense

on a straight-line basis over the lease term.

(k) Intangible assets

Research and Development

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is

recognised in the statement of comprehensive income when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes.

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically

and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to

complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour

and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is

recognised in the statement of comprehensive income when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangibles assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated

amortisation and accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is only capitalised only when it increases the future economic benefits embodied in the specific asset

to which is relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the

statement of coprehensive income when incurred.

Amortisation

Amortisation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful life of

intangible asset. The estimated useful lives for the current and comparative periods are as follows:

Patents10–20 years

Development Hardware & Platform7–15 years

Development Products5–10 years

Software5–7 years

(l) Inventories

Inventories are valued at the lower of cost or net realisable value. Costs are based on actual costs, applying the first in first out

principle, and include expenditure incurred in acquiring the inventories and bringing them to the existing condition and location. In

the case of manufactured inventories, cost includes direct materials and labour.

(m) Foreign Currencies

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates

at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the exchange rate at

the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the

functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognised

in the statement of comprehensive income. Non-monetary items that are measured based on historical cost in a foreign currency

are not translated. Foreign currency gains and losses are reported on a net basis as either finance income or finance expenses.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated

into NZD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into NZD at the

exchange rates at the dates of the transactions. Foreign currency differences are recognised in Other Comprehensive Income and

accumulated in the translation reserve.

(n) Goods and Services Tax

All amounts are shown exclusive of Goods and Services Tax (GST), except for receivables and payables that are stated inclusive of

G ST.

(o) Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to

be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

Shared-based payments

The grant-date fair value of equity-settled share-based payment awards to employees is generally recognised as an expense,

with a corresponding increase in equity, over the vesting period of the awards. The amounts recognised as an expense is adjusted

to reflect the number of awards for which the related service and non-market conditions are expected to be met, such that the

amount ultimately recognised is based on the number of awards that meet the related service and non-market performance

conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-

based payment is measured to reflect such conditions and there is no true-up for differences between the expected and actual

outcomes.

(p) Impairment of assets

The carrying amounts of the Group’s assets other than inventories are reviewed at each balance date to determine whether there is

any objective evidence of impairment. If any such indication exists, the assets recoverable amount is estimated.

If the estimated recoverable amount of an asset is less than its carrying amount, an impairment test is undertaken to reduce

the carrying amount of assets to the estimated recoverable amount and an impairment loss is recognised in the statement of

comprehensive income.

Estimated recoverable amount of receivables carried at amortised cost are calculated as the present value of estimated future cash

flows, discounted at their original effective interest rate. Receivables with a short duration are not discounted.

Estimated recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. Value in use is

determined by estimating future cash flows from the use and ultimate disposal of the asset and discounting these to their present

value using a pre-tax discount rate that reflects current market rates and the risks specific to the asset. For an asset that does not

generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset

belongs.

NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

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(q) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as

part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

(r) Grant income

Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for

which the grants are intended to compensate.

(s) Segment reporting

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated

on a reasonable basis. Unallocated items comprise income tax .

(t) Standards issued but not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after a

1 April 2019, and have not been applied as they are not expected to have a significant impact on the Group’s consolidated financial

statements.

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS

This note discloses the new accounting policies that have been applied from 1 April 2017, where they have changed from those

applied in prior periods. The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers, NZ IFRS 16 Leases and NZ

IFRS 9 Financial Instruments, with application from 1 April 2017. This note explains the impact of the adoption of NZ IFRS 15, NZ

IFRS 16 and NZ IFRS 9 on the Group’s financial statements.

In adopting the above new standards, the Group has applied the following:

A. NZ IFRS 15 – In the current year, the Group has applied NZ IFRS 15 from its effective date. The date of initial application of NZ

IFRS 15 for the Group is 1 April 2017. The group has applied NZ IFRS 15 using retrospective approach with practical expedients

and restatement of comparative information.

B. NZ IFRS 16 –In the current year, the Group has applied NZ IFRS 16 in advance of its effective date. The date of initial application

of NZ IFRS 16 for the Group is 1 April 2017. The group has applied NZ IFRS 16 using the full retrospective approach, with

restatement of comparative information.

C. NZ IFRS 9 – The Group has applied NZ IFRS 9 modified retrospectively, but has elected not to restate comparative information.

As a result, the comparative information provided continues to be accounted for in accordance with the Group’s previous

accounting policies.

The effect of initially applying these standards is mainly attributed to:

• Reversing previous sales and associated cost of sales of all contracts deemed “finance leases” under the old lease standard;

• Deferral of the recognition of revenue relating to eHubo hardware sales, installations and accessories;

• Expensing of costs capitalised for contract establishment costs under the old lease standard;

• Recognition of right to use assets and associated liabilities where EROAD is the lessee; and

• Minimal impact arising from application of the Group’s expected credit loss model.

The decision was made to early adopt NZ IFRS 16, as while under the existing Leases standard NZ IAS 17, many of EROAD’s

customer contracts met the definition of a lease and lease accounting as a lessor was applied, these same contracts do not meet

the definition of a lease under NZ IFRS 16 and would therefore be accounted for as service contracts under IFRS 15. Without

early adoption of IFRS 16 EROAD would effectively be restating revenue again for the year ended 31 March 2020 on adoption of

the new lease standard. The Board believes that in early adopting the new lease standard the potential confusion created around

EROAD’s revenues is eliminated and this method will provide more relevant and understandable information for the user of the

financial statements.

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)

(A) Revenue

Under NZ IFRS 16, a customer contract contains a lease based on whether the customer has the right to direct the use of an asset,

in this case being the EROAD eHubo or Tubo (the unit). This differs from the definition under NZ IAS 17 which defines a lease as an

agreement providing the customer the right to use an asset. Historically the company determined that EROAD’s customers had

physical control of the EROAD unit and therefore a right to use an asset and consequently a lease. Under NZ IFRS 16, the focus is on

the right to direct the use of the asset and the company has determined that EROAD’s customers do not have that right as EROAD

continues to have the right and ability to change how the unit operates during the customer’s contractual term. These contracts

therefore no longer meet the definition of a lease and are accounted for as service contracts under NZ IFRS 15.

NZ IFRS 15 replaces NZ IAS 18 Revenue and NZ IAS 11 Construction Contracts. The standard applies to all revenue arising from

contracts with customers unless those contracts are within the scope of another standard. The standard is based on a five-step

model to account for revenue arising from contracts with customers. Under NZ IFRS 15, revenue is recognised to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled

in exchange for those goods or services. The standard also specifies the accounting for incremental costs of obtaining a contract

with a customer and for the costs incurred to fulfil a contract with a customer if those cost are not within the scope of another

standard.

Application of the new lease definition represents a change in the way the company recognises revenue and costs relating to its

contracts with customers. The company no longer recognises revenues at the point of dispatch to the customer from contracts for

outright sales of an EROAD units, installation services, sale of accessories or entering finance leases. EROAD now recognises these

revenue streams over the contract term, typically 3 years. Other impacts from adopting the new accounting standards include a

reduction in the capitalisation of costs associated with establishing the customer contracts.

The following new revenue accounting policies have been adopted:

Software as a service revenue

The Group generates revenue through the sale of hardware assets, rental of hardware assets, installation of hardware assets and

provision of software services as part of contracts with customers as part of a bundled package. These hardware units enable

customers to access the software platform offered by the Group. The transaction involving hardware and accessories do not

convey a distinct good or service. The sale does not transfer control to the customer as the Group provides a significant service

of integrating the software service to produce a combined output. The sale of the hardware, accessories and software service are

referred to as Software as a Service (SaaS) revenue, which is recognised over time as the customer simultaneously receives and

consumes the benefits of the service. The Group concluded that the customer is expected to benefit from the services evenly over

the period of delivery being the contract period and as a result would recognise revenue on a straight line basis of the contract

period. The Group recognises revenue from the date of installation as this is when the Group deems the service period to begin.

There are no variable consideration terms within the contracts.

The timing of revenue recognition may differ from the timing of invoicing to customers and the receipt of consideration. A contract

liability is recognised where consideration is received in advance of the completion of associated performance obligations. The

contract liability derecognised over time evenly over the period of the contract as the customer derives the benefit evenly from the

services provided over the contract period. The majority of contracts are for 3 years and can be for a term of up to 5 years. As a

result there is a financing component which the group recognise as a finance cost when consideration is received in advance.

The Group offers installation services as part of a number of promises to transfer goods and services within each contract.

Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as the

installation is a set-up activity that does not provide the customer a direct benefit other than access to the software services. As a

result, the installation service is considered as part of the single performance obligation; referred to as Software as a Service (SaaS)

revenue, which includes the software service and hardware sale or rental for which the customer simultaneously receives and

consumes the benefit of the service. Where installation revenue is received in advance of satisfying the performance obligation a

contract liability is recognised. The contract liability derecognised over time evenly over the period of the contract as the customer

derives the benefit evenly from the services provided over the contract period. The majority of contracts are for 3 years and can be

for a term of up to 5. As a result there is a financing component which the group recognise as a finance cost when consideration is

received in advance.

NOTE 1 • SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

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Capitalised contract fulfillment costs

The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract

fulfillment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a term

of up to 5 years.

Capitalised contract acquisition costs

The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers, typically sales

commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority of contracts are for 3

years and can be for a term of up to 5 years.

(B) Leases

The Group separates the components of a contract into the lease and non-lease component and classifies the lease component as a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For all leases where EROAD is the lessee; except short-term leases and leases of low value assets (based on the nature of the asset

and its value), the Group:

a) recognises right-of-use assets and lease liabilities in the consolidated statement of financial position, initially measured at the

present value of future lease payments;

b) recognises depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement of comprehensive

income; and

c) separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented

within operating activities) in the consolidated statement of cash flows.

Lease incentives (e.g. free rent period) are recognised as part of the measurement of the right-of-use assets and lease liabilities

whereas under NZ IAS 17 they resulted in the recognition of a lease incentive liability, amortised as a reduction of rental expense on

a straight-line basis.

The right-of-use assets are tested for impairment in accordance with NZ IAS 36 Impairment of Assets. This replaces the previous

requirement to recognise a provision for onerous lease contracts on operating leases. For short term leases (lease term of 12 months

or less) and leases of low-value assets (such as personal computers and office furniture), the Group has opted to recognise a lease

expense on a straight-line basis as permitted by NZ IFRS 16.

(C) Financial Instruments

The Group classifies its financial assets as being measured at amortised cost. At initial recognition, the Group measures a financial

asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

The Group assesses on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortised

cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. In assessing

whether there has been a significant increase in credit risk, the Group considers both forward looking and financial history of

counterparts to assess the probability of default or likelihood that full settlement is received.

For trade receivables, the Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime

credit losses to be recognised from initial recognition of the trade receivables. Trade receivables are written off when there is no

reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the

failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater

than 180 days past due. The expected credit loss allowances for financial assets are based on assumptions about risk of default and

expected credit loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment

calculation. This is based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of

each reporting period.

Trade Receivables

The Group’s trade receivables are subject to NZ IFRS 9’s expected credit loss model. The Group has applied the NZ IFRS 9

simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade

receivables. To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of

days past due. The expected credit loss allowance has been calculated by considering the impact of the following characteristics:

• The Baseline characteristic considers the age of each invoice and applies an increasing expected credit loss estimate as the

trade receivable ages.

• The Aging and Write offs characteristics consider the history of write off related to the specific customer and the relative

size of aged debt to current debt. If the trade receivable aged over 180 days makes up more than 50% of the total trade

receivable for a specific customer, further provision for expected credit loss is added.

• The Country, Customer and Market characteristics consider the relative risk related to the country and/or region within which

the customer resides and makes an assessment of the financial strength of the customer and the market position that the

Group has achieved within that market.

This note discloses the new accounting policies that have been applied from 1 April 2017, where they have changed from those

applied in prior periods. The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers, NZ IFRS 16 Leases and NZ

IFRS 9 Financial Instruments, with application from 1 April 2017. This note explains the impact of the adoption of NZ IFRS 15, NZ

IFRS 16 and NZ IFRS 9 on the Group’s financial statements.

As a result of the changes in the entity’s accounting policies, prior year financial statements are restated to reflect these changes.

The adjustments from the adoption of NZ IFRS 15 and NZ IFRS 16 have been explained in Note 2(a) and Note 2(b) respectively. The

tables below detail the adjustments recognised for each individual line item.

STATEMENT OF CONDENSED

CONSOLIDATED COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2018

As originally

presented

NZ IFRS 15NZ IFRS 16Restated

$

2(a)(i)

$

2(a)(ii)

$

2(b)(i)

$

2(b)(ii)

$$

Continuing operations

Revenue51,523,757 (1,781,914) (975,500) (4,999,847) - 43,766,496

Expenses(36,513,784) 2,240,400 - 193,777 858,161 (33,221,446)

Earnings before interest, taxation, depreciation

and amortisation

15,009,973458,486(975,500)(4,806,070)858,16110,545,050

Depreciation of Property, Plant & Equipment(9,945,960) (790,949) - 6,027,732 (652,214)(5,361,391)

Amortisation of Intangible Assets(5,594,391) - - - - (5,594,391)

Amortisation of Contract and Customer

Acquisition Assets

- - - (3,673,129) - (3,673,129)

Earnings before interest and taxation(530,378)(332,463)(975,500)(2,451,467)205,947(4,083,861)

Finance income245,616 - - (147,922) - 97,694

Finance expense(1,259,442) (99,360) (171,260) (219,050) (147,777)(1,896,889)

Net financing costs(1,013,826)(99,360)(171,260)(366,972)(147,777)(1,799,195)

Profit/(loss) before tax (1,544,204)(431,823)(1,146,760)(2,818,439)58,170(5,883,056)

Income tax (expense)/benefit1,753,820 135,282 318,004 237,280 (18,154)2,426,232

Profit/(loss) from continuing operations209,616(296,541)(828,756)(2,581,159)40,016(3,456,824)

Profit/(loss) after tax for the year attributable

to the shareholders

209,616(296,541)(828,756)(2,581,159)40,016(3,456,824)

Other comprehensive income(196,793) - - - - (196,793)

Total comprehensive income/(loss) for the year12,823(296,541)(828,756)(2,581,159)40,016(3,653,617)

Earnings per share - Basic (cents)0.34(0.48)(1.34)(4.19)0.06(5.61)

Earnings per share - Diluted (cents)0.34(0.48)(1.34)(4.16)0.06(5.57)

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

7879

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

STATEMENT OF CONDENSED

CONSOLIDATED FINANCIAL POSITION

AS AT 31 MARCH 2018

As originally

presented

NZ IFRS 15NZ IFRS 16Restated

$

2(a)(i)

$

2(a)(ii)

$

2(b)(i)

$

2(b)(ii)

$$

CURRENT ASSETS

Cash and cash equivalents21,870,415 - - - - 21,870,415

Restricted Bank Account9,498,071 - - - - 9,498,071

Trade and other receivables13,419,427 - - (1,793,008) - 11,626,419

Contract costs- - - 2,140,135 - 2,140,135

Costs to obtain contracts- - - 1,448,655 - 1,448,655

Finance lease receivable1,816,447 - - (1,816,447) - -

Loan to directors- - - - - -

Intercompany receivables- - - - - -

Current tax receivable21,456 - - - - 21,456

Total Current Assets 46,625,816 - - (20,665) - 46,605,151

NON-CURRENT ASSETS

Property, plant and equipment28,337,668 2,179,700 - (8,172,943) 1,503,802 23,848,227

Intangible assets29,901,469 - - - - 29,901,469

Contract costs- - - 2,204,472 - 2,204,472

Costs to obtain contracts- - - 1,635,487 - 1,635,487

Finance lease receivable4,421,483 - - (4,421,483) - -

Investment in subsidiaries- - - - - -

Loan to shareholders and directors- - - - - -

Deferred tax assets3,878,971 330,639 960,437 1,740,959 42,379 6,953,385

Total Non-Current Assets 66,539,591 2,510,339 960,437 (7,013,508) 1,546,181 64,543,040

TOTAL ASSETS113,165,4072,510,339960,437(7,034,173)1,546,181111,148,191

CURRENT LIABILITIES

Overdrafts- - - - - -

Borrowings10,574,689 - - - - 10,574,689

Trade payables and accruals5,184,311 - - (2) (325,185)4,859,124

PAYABLE TO NZTA9,439,139 - - - - 9,439,139

Current tax payable85,245 - - - - 85,245

Intercompany payable- - - - - -

Contract liabilities- 3,691,883 1,742,998 - - 5,434,881

Deferred revenue2,265,044 (2,265,044) - - - -

Lease liabilities- - - - 801,024 801,024

Employee entitlements1,147,462 - - - - 1,147,462

Total Current Liabilities 28,695,890 1,426,839 1,742,998 (2) 475,839 32,341,564

NON-CURRENT LIABILITIES

Borrowings15,908,670 - - - - 15,908,670

Contract liabilities- 2,982,0721,756,999 - - 4,739,071

Deferred revenue1,236,149 (1,236,149) - - - -

Lease liabilities- - - - 1,264,690 1,264,690

Deferred tax liabilities164,134 43,911 (15,131) (117,050) 51,519 127,383

Total Non-Current Liabilities17,308,9531,789,8341,741,868 (117,050)1,316,20922,039,814

TOTAL LIABILITIES 46,004,843 3,216,673 3,484,866 (117,052) 1,792,048 54,381,378

NET ASSETS 67,160,564 (706,334) (2,524,429) (6,917,121) (245,867) 56,766,813

EQUITY

Share capital80,326,438 - - - - 80,326,438

Translation reserve(540,182) (23,146) 414 28,044 230 (534,640)

Retained earnings(12,625,692) (683,188) (2,524,843) (6,945,165) (246,097)(23,024,985)

TOTAL SHAREHOLDERS' EQUITY 67,160,564 (706,334) (2,524,429) (6,917,121) (245,867) 56,766,813

GROUP

As at 1 April 2018As at 1 April 2017

$$

Retained earnings as originally presented(12,625,692)(13,066,244)

Change in accounting policy - IFRS 15

Sale of hardware and accessories (Note 2(a)(i))(683,188)(385,822)

Sale of installation services (Note 2(a)(ii))(2,524,843)(1,696,267)

Change in accounting policy - IFRS 16

Impact of the new definition of a lease (Note 2(b)(i))(6,945,165)(4,364,539)

Impact on lessee accounting (Note 2(b)(ii))(246,097)(286,225)

Opening retained earnings (23,024,985) (19,799,097)


STATEMENT OF CONDENSED

CONSOLIDATED CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2018

As originally

presented

NZ IFRS 15NZ IFRS 16Restated

$

2(a)(i)

$

2(a)(ii)

$

2(b)(i)

$

2(b)(ii)

$$

Cash flows from operating activities

Cash received from customers 39,172,438 99,360 171,260 366,972 - 39,810,030

Payments to suppliers and employees (36,408,233) 2,240,400 - 203,466 902,661 (33,061,706)

Interest received 161,375 - - (147,922) - 13,453

Interest paid (1,259,442) (99,360) (171,260) (219,050) (147,777) (1,896,889)

Tax received 340,456 - - - - 340,456

Net cash inflow from operating activities 2,006,594 2,240,400 - 203,466 754,884 5,205,344

Cash flows from investing activities

Payments for investment in property, plant &

equipment

(14,519,691) (2,240,400) - 5,444,532 - (11,315,559)

Payments for investment in intangible assets (6,833,083) - - - - (6,833,083)

Payments for investment in contract assets - - - (3,000,865) - (3,000,865)

Payments for investment in customer acquisition

assets

- - - (2,647,133) - (2,647,133)

Net cash outflow from investing activities (21,352,774) (2,240,400) - (203,466) - (23,796,640)

Cash flows from financing activities

Receipts from bank loans 23,731,244 - - - - 23,731,244

Repayments of bank loans (4,277,189) - - - - (4,277,189)

Repayments of lease liability - - - - (754,884) (754,884)

Receipts from issue of equity 21,501,711 - - - - 21,501,711

Payments for costs of raising equity (673,657) - - - - (673,657)

Net cash outflow from financing activities 40,282,109 - - - (754,884) 39,527,225

Net increase/(decrease) in cash held 20,935,929 - - - - 20,935,929

Cash at beginning of the financial period 934,486 - - - - 934,486

Closing cash and cash equivalents (net of

overdrafts)

21,870,415 - - - - 21,870,415

The Group notes that the transition adjustments above differ from the estimated impact of NZ IFRS 15 disclosed in our annual

report for the year ended 31 March 2018. At the time of reporting the Group did not anticipate early adoption of NZ IFRS 16 nor the

significant impact of doing so. This is the first set of Group’s financials statements where NZ IFRS 9, 15 and 16 has been applied.

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

8081

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

STATEMENT OF CONDENSED

CONSOLIDATED FINANCIAL POSITION

AS AT 1 APRIL 2017

As originally

presented

NZ IFRS 15NZ IFRS 16Restated

$

2(a)(i)

$

2(a)(ii)

$

2(b)(i)

$

2(b)(ii)

$$

CURRENT ASSETS

Cash and cash equivalents935,359----935,359

Restricted Bank Account9,208,289----9,208,289

Trade and other receivables6,800,780--(1,281,247)-5,519,533

Contract costs---1,482,115-1,482,115

Costs to obtain contracts---927,327-927,327

Finance lease receivable498,142--(498,142)--

Current tax receivable361,912----361,912

Total Current Assets 17,804,482 - - 630,053 - 18,434,535

NON-CURRENT ASSETS

Property, plant and equipment23,763,937777,464-(8,756,143)2,153,34717,938,605

Intangible assets28,662,777----28,662,777

Contract costs---2,108,773-2,108,773

Costs to obtain contracts---935,665-935,665

Finance lease receivable906,265--(906,265)--

Deferred tax assets1,925,352154,119651,2951,570,92365,8264,367,515

Total Non-Current Assets 55,258,331 931,583 651,295 (5,047,047) 2,219,173 54,013,335

TOTAL ASSETS73,062,813931,583651,295(4,416,994)2,219,17372,447,870

CURRENT LIABILITIES

Overdrafts873----873

Trade payables and accruals5,632,175---(380,204)5,251,971

Payable to NZTA9,243,383----9,243,383

Contract liabilities-3,403,5511,166,385--4,569,936

Deferred revenue2,656,518(2,656,518)----

Lease liabilities----727,406727,406

Employee entitlements1,201,002----1,201,002

Total Current Liabilities 18,733,951 747,033 1,166,385 - 347,202 20,994,571

NON-CURRENT LIABILITIES

Borrowings7,029,304----7,029,304

Contract liabilities-2,311,5261,187,445--3,498,971

Deferred revenue1,743,824(1,743,824)----

Lease liabilities----2,093,1922,093,192

Deferred tax liabilities-2,670(6,268)(49,805)56,8123,409

Total Non-Current Liabilities8,773,128570,3721,181,177(49,805)2,150,00412,624,876

TOTAL LIABILITIES 27,507,079 1,317,405 2,347,562 (49,805) 2,497,206 33,619,447

NET ASSETS 45,555,734 (385,822) (1,696,267) (4,367,189) (278,033) 38,828,423

EQUITY

Share capital58,965,367----58,965,367

Translation reserve(343,389)--(2,650)8,192(337,847)

Retained earnings(13,066,244)(385,822)(1,696,267)(4,364,539)(286,225)(19,799,097)

TOTAL SHAREHOLDERS' EQUITY 45,555,734 (385,822) (1,696,267) (4,367,189) (278,033) 38,828,423

Note 2(a) NZ IFRS 15 Revenue from Contracts with Customers

The Group no longer classifies its customer contracts as lease contracts having early adopted the new determination of a lease

under NZ IFRS 16. All customer contracts are now accounted for under NZ IFRS 15 as service contracts. Refer to Note 1 for

judgements made.

2(a)(i) Sale of hardware and accessories

The Group reversed the revenue received for the sale of hardware and accessories, increasing the deferred revenue balance with

a corresponding adjustment to revenue and retained earnings. In addition to this, hardware assets previously de-recognised

as part of a sale have been recognised as property, plant and equipment, with a corresponding adjustment being made to

depreciation, accumulated depreciation and retained earnings. The hardware assets recognised are measured at cost and

depreciated based on their estimated useful economic lives. The impact of the adjustments for each financial statement line item

affected is stated above in Note 2.

2(a)(ii) Sale of installation services

Following the adoption of NZ IFRS 15, installation revenue previously recognised has been allocated to a contract liability

(deferred revenue) where the contracts have been determined to not yet be complete at the period end, with a corresponding

adjustment being made to revenue and retained earnings. The corresponding contract costs associated to the installation of

hardware units is concluded to be a cost of fulfilling the contract and has been capitalised as a contract asset by adjusting

expenses and retained earnings. The costs of fulfilling the contract are amortised based on the expected useful life of the

contract asset. The impact of the adjustments for each financial statement line item affected is stated above in Note 2.

Note 2(b) NZ IFRS 16 Leases

NZ IFRS 16 replaces NZ IAS 17 Leases and sets out the principles for the recognition, measurement, presentation and disclosure

of leases. The standard identifies a lease within a contract if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration. It introduces significant changes to lessee accounting by removing the

distinction between operating and finance leases and requiring the recognition of a right-of-use asset and a lease liability at the

lease commencement for all leases, except for short-term leases and leases of low value assets. In addition to this, the standard

specifically requires for the separating of components of a contract into the lease and non-lease components.

In the current year, the Group has applied NZ IFRS 16 in advance of its effective date. The date of initial application of NZ IFRS

16 for the Group is 1 April 2017. The group has applied NZ IFRS 16 using the full retrospective approach, with restatement of

comparative information. The Group have elected to apply practical expedients with respect to short term leases. The Directors

are of the view that early adopting the NZ IFRS 16 at the same time as NZ IFRS 15 is the most appropriate approach, given that

the majority of EROAD’s contracts have been classified as leases under NZ IAS 17. The change in the definition to the right to

direct the use and control as the EROAD hardware has a significant impact on the new NZ IFRS 15 revenue recognition and

therefore the Directors decided to adopt the new revenue and lease standards concurrently.

2(b)(i) Impact of the new definition of a lease as a lessor

Prior to the adoption of NZ IFRS 16, the group accounted for the rental of hardware units to customers as either operating or finance

leases based on an assessment of whether substantially all the risks and rewards of ownership had been transferred to the customer.

Contracts deemed to be a finance lease were accounted for by derecognising the sold hardware asset and recognising a sale at the

inception of the contract.

As a result of the change in definition of leases within the standard, these contracts are now accounted for under NZ IFRS 15.As

a result of the contracts no longer meeting the definition of a lease, initial direct costs of obtaining the lease contract which were

previously capitalised under NZ IAS 17, have been reassessed under NZ IFRS 15. Applying NZ IFRS 15, the Group has reassessed

historical capitalised amounts based on the new definitions within NZ IFRS 15. The Group has capitalised the costs that are incremental

in obtaining contracts with customers in accordance with NZ IFRS 15. The Group performed a reallocation of revenue and expenses

based on the change in accounting policy, the impact of the adjustments for each financial statement line item affected is stated above

at Note 2. The impact of restating previously recognised finance leases has had a significant impact on the restatement of comparative

numbers. The impact of the adjustments for each financial statement line item affected is stated above in Note 2.

2(b)(ii) Impact on lessee accounting

Former Operating Leases as a lessee

Under NZ IFRS 16 the Group has now ra right-of-use asset and lease liability in the consolidated statement of financial position

initially measured at the present value of future lease payments. The Group has also recognised depreciation of the right-of-use

asset and interest on lease liabilities in the consolidated statement of comprehensive income. Payments made are separated

into a principal portion (presented within financing activities) and interest portion (presented within operating activities) in the

consolidated statement of cash flows. The impact of the adjustments for each financial statement line item affected is stated above

in Note 2.

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

8283

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

Note 2(c) NZ IFRS 9 Financial Instruments

NZ IFRS 9, as it relates to the Group, replaces the provisions of NZ IAS 39 that relate to the recognition, classification, measurement

and impairment of financial assets. The adoption of NZ IFRS 9 from 1 April 2018 resulted in changes in accounting policies however

has not resulted in material changes to amounts recognised in the consolidated interim financial statements.

Classification and measurement

NZ IFRS 9 impacts the following classifications of financial assets:

• Cash

• Trade and other receivables

There was no change in the fair value of the financial assets as a result of the reclassification.

NOTE 3 • REVENUE FROM CONTRACTS WITH CUSTOMERS

GROUP

20192018


$ $

Restated

Revenue from contracts with customers

Software as a Service (SaaS) revenue57,432,65640,418,366

Other

Transaction fee revenue 2,376,2321,847,006

Grant revenue859,746894,552

Other revenue683,262606,572

Total Revenues61,351,89643,766,496

Set out above is the disaggregation of the Group’s revenue from contracts with customers. The disaggregation reflects the nature,

amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Specifically, software as a service

(SaaS) revenue represents revenue earned from customer contracts for the sale or rental of hardware, installation services and

provision of software services. Transaction fee revenue relates to the collection of Road User Charges (RUC) fees. Refer to Note 1 for

the accounting policy.

Transaction price allocated to the remaining performance obligations

The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the

period end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March are expected to be

recognised by EROAD based on the time bands disclosed below.

GROUP

20192018


$ $

Restated

Software as a Service (SaaS) revenue

Not later than one year 56,372,816 47, 3 47, 97 8

Later than one year not later than five years 61,037,759 53,109,822

Later than five years - -

Total price allocated to remaining performance obligations117,410,575100,457,800

The Group reports the Non-GAAP measure, Future Contracted Income, to align with the change in accounting policies the definition

of Future Contracted Income has been amended to include all future hardware and SaaS cash inflows relating to income under non-

cancellable long-term agreements. The disclosure above aligns with the Future Contracted Income reported by the Group.

NOTE 4 • OPERATING EXPENSES

GROUP

20192018


Note

$ $

Restated

Personnel expenses - net of capitalised employee remuneration

621,202,34315,898,987

Administrative and other operating expenses17,080,92511,675,364

SaaS platform costs6,663,2504,983,418

Directors fees26352,266259,070

Auditor's remuneration - KPMG278,500189,525

Tax compliance services - KPMG111,43457,509

Tax advisory services - KPMG29,99969,554

Corporate Finance - KPMG*-88,019

Total operating expenses45,718,71733,221,446

* Gross Corporate Finance fees were $40,000 (2018: $250,393) of which $40,000 (2018: $162,374) was capitalised. These fees

were for advice provided in relation to the debt restructuring which took place during the period.

During the year the costs expensed for Research and Development was $5,081,712 (2018: $4,472,760).

NOTE 5 • SEGMENTAL NOTE

The Group has three segments as described below, which are the Group’s strategic divisions. The strategic divisions offer

different services and are managed separately because they require different technology, services and marketing strategies.

For each strategic division, the Group’s CEO (the chief operating decision maker) reviews internal management reports. The

following summary describes the operations in each of the Group’s segments.

EROAD reports selected financial information segmented by geographic location for operating companies and corporate and

development costs.

• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing products and

services

• North America: Operating companies serving customers in North America

• Australia & New Zealand: Operating companies serving customers in Australia & New Zealand

Inter-segment pricing is determined on an arm’s length basis.

NOTE 2 • IMPACT OF INITIAL APPLICATION OF NEW NZ IFRS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

8485

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

Reportable segment information

Information related to each reportable segment is set out below. Segment result represents Earnings before Interest, Taxation,

Depreciation & Amortisation (EBITDA), which is the measure reported to the chief operating decision maker.

Corporate & DevelopmentNorth AmericaAustralia & New Zealand

201920182019201820192018

$ $

Restated

$ $

Restated

$ $

Restated

Revenue

Software as a Service (SaaS) revenue--15,277,1757,712,70342,155,48132,705,663

Transaction fee revenue ----2,376,2321,847,006

Other revenue ₁12,853,54022,656,601421,373183,564276,685368,185

12,853,54022,656,60115,698,5487,896,26744,808,39834,920,854

Earnings Before Interest, Taxation,

Depreciation & Amortisation

(11,962,696)(4,868,846)404,656(3,374,613)27,300,82322,114,158

Total assets85,397,21072,528,18118,794,17417,112,07242,031,36333,732,415

Depreciation of Property, Plant &

Equipment

(771,830)(888,034)(3,181,224)(1,657,788)(3,798,308)(3,285,883)

Amortisation of Intangible Assets(6,479,134)(5,594,391)----

Amortisation of Contract and Customer

Acquisition Assets

--(1,109,861)(637,374)(3,742,232)(3,035,755)


₁ Revenue from Corporate & Development Markets includes R&D Grant Income of $859,746 (2018:$894,552).

Reconciliation of information on reportable segments

GROUP

20192018

$ $

Restated

Revenue

Total revenue for reportable segments73,360,48665,473,722

Elimination of inter-segment revenue(12,008,590)(21,707,226)

Consolidated Revenue61,351,89643,766,496

EBITDA

Total EBITDA for reportable segments15,742,78313,870,699

Elimination of inter-segment EBITDA(109,604)(3,325,649)

Consolidated EBITDA15,633,17910,545,050

Depreciation

Total depreciation for reportable segments(7,751,362)(5,831,705)

Elimination of inter-segment profit1,130,090470,314

Consolidated Depreciation(6,621,272)(5,361,391)

Total assets

Total assets for reportable segments146,222,747123,372,668

Elimination of inter-segment balances(23,023,170)(12,224,477)

Consolidated Total assets123,199,577111,148,191

Allocation of Development Assets

Included within Total Assets are Development Assets of $29,764,349 (2018: $26,852,630) which for the purpose of the segment

note have been allocated to the Corporate & Development Market based on the ownership of intellectual property. The amortisation

for these assets are also presented in the Corporate & Development segment. For impairment testing purposes management

allocate the Development Assets to the cash generating units (CGUs) based on the specific CGU that the Development Asset

relates to, or if the Development Asset is developed for use globally across all CGU’s, the asset is allocated to CGU’s based on

the proportionate share of the Group’s Contracted Units. At 31 March 2019 there was $18,868,409 (2018: $16,911,642) of global

Development Assets that have been allocated across CGU’s based on the Contracted Units. The allocation of the Development

Asset to CGU’s within the following reportable segments for the purpose of impairment testing was as follows:

20192018


$$

Development Assets allocated to North America

13,442,77812,822,744

Development Assets allocated to Australia & New Zealand16,321,57114,029,886

Total Development Assets29,764,34926,852,630

Geographic information

The geographic information below analyses the Group’s revenue and non-current assets by the Company’s country of domicile and

other countries. In presenting the following information segment revenue has been based on the geographic location of customers

and segment assets were based on the geographic location of the assets.

20192018


$ $

Restated

Revenue

New Zealand45,010,14935,443,672

All foreign countries:

USA15,698,5487,896,267

Australia643,199426,557

Total revenue61,351,89643,766,496

Non-current assets

New Zealand58,282,60445,669,216

All foreign countries:

USA13,276,19111,527,106

Australia237,801393,333

Total non-current assets71,796,59657,589,655

Non-current assets exclude financial instruments and deferred tax assets.

NOTE 5 • SEGMENTAL NOTE (CONTINUED)NOTE 5 • SEGMENTAL NOTE (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

8687

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NOTE 6 • PERSONNEL EXPENSES

GROUP

20192018


$ $

Restated

Salaries and wages - excluding capitalised commission costs

23,663,10319,897,273

Annual leave 173,682(107,912)

Performance bonus700,337894,983

Share-based payments367,946268,754

Salaries and wages capitalised to Development and Software Assets(3,702,725)(5,054,111)

21,202,34315,898,987

NOTE 7 • CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS

The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. The Group

also capitalises costs that are incremental in obtaining contracts with customers, typically sales commissions. Both contract

fulfillment and costs to obtain contracts are amortised evenly over the period of the contract. The majority of contracts are for

3 years and can be for a term of up to 5 years.

The following table provides information about contract fulfilment and costs to obtain contracts with customers.

Contract FulfilmentCosts to obtain contracts

2019201820192018


$$$$

Opening Net Book Value

4,344,607 3,590,888 3,084,142 1,862,992

Additions 3,527,493 3,000,865 3,247,387 2,647,133

Amortisation (2,784,531) (2,247,146) (2,067,562) (1,425,983)

Closing Net Book Value 5,087,569 4,344,607 4,263,967 3,084,142

Current 2,424,626 2,140,135 2,163,888 1,448,655

Non-current 2,662,943 2,204,472 2,100,079 1,635,487

NOTE 8 • FINANCE INCOME & FINANCE EXPENSES

GROUP

20192018


$ $

Restated

Finance income

Interest income19,64513,453

Foreign exchange gains9,23984,241

28,88497,694

Finance expenses

Interest expense(2,178,386)(1,259,442)

Interest expense - Lease Liabilities(151,456)(147,777)

Interest expense - Contract Liabilities(486,141)(489,670)

(2,815,983)(1,896,889)

Net financing costs(2,787,099)(1,799,195)

NOTE 9 • INCOME TAX EXPENSE

GROUP

20192018


$

$

Restated

(a) Reconciliation of effective tax rate

Profit/(Loss) before income tax(5,106,419)(5,883,056)

Income tax using the Company’s domestic tax rate of 28% (1,429,796)(1,647,256)

Reduction in tax rate-(121,090)

Non-deductible expense/(non-assessable income)963,98724,909

Temporary differences

Losses and timing differences (recognised)/not recognised-(840,233)

Effect of different tax rates274,610157,438

Income tax expense/(benefit)(191,199)(2,426,232)

(b) Current tax (benefit)/expense

Current year(36,406)107,774

(36,406)107,774

(c) Deferred tax (benefit)/expense

Current year(154,791)(2,534,006)

(154,791)(2,534,006)

At 31 March 2019 there were no imputation credits available to shareholders (2018: Nil)

NOTE 10 • DEFERRED TAX ASSETS / (LIABILITIES)

GROUP

20192018


$

$

Restated

Recognised deferred tax assets and liabilities

Deferred tax assets and (liabilities) are attributable to the following:

Tax loss carry forward 9,334,583 9,085,688

Property, plant and equipment (1,271,278)(277,215)

Deferred development expenditure (3,601,548)(3,826,229)

Provisions, accruals and other liabilities 2,582,438 948,053

Equity-settled share-based payments 262,047 191,046

Revenue recognition (151,356) 704,659

Total deferred tax asset/(liability)7,160,4716,826,002

The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at a

rates between 21% to 30% at which they are expected to be realised.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

8889

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

Movement in temporary differences during the period:

Group

Balance

31-Mar-19

Recognised in

profit or loss

Under/(over)

from prior

periods

Changes in

tax rates

Currency

Translation

Balance

31-Mar-18

Movement in

Period

Balance

31-Mar-17

$$$$$$

Restated

$

Restated

$

Restated

Tax loss carry

forward

9,334,583 275,236(71,410)- 45,069 9,085,688 2,228,927 6,856,761

Property, plant

and equipment

(1,271,278) (1,088,027)-- 93,964 (277,215) 633,713 (910,928)

Deferred

development

expenditure

(3,601,548) 224,681 -- - (3,826,229) (878,256)(2,947,973)

Provisions,

accruals and

other liabilities

2,582,438 1,429,604 188,760- 16,021 948,053 75,108 872,945

Equity-settled

share-based

payments

267,632 76,586 -- - 191,046 64,662 126,384

Revenue

recognition

(151,356) (994,220)149,989- (11,784) 704,659 337,743 366,916

Total 7,160,471 (76,140) 267,339 - 143,270 6,826,002 2,461,897 4,364,105

The New Zealand tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services Limited.

Losses incurred within this Group are transferred within the Group with no compensation being recognised. Deferred tax assets

have been recognised in respect of these items as based on the expected profitability of the New Zealand tax Group it is considered

future taxable profit will be available for utilisation against the carried forward losses.

Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax losses.

Key assumptions included Total Contracted Unit, revenue and expense forecasts in line with Groups budget and three-year forecast

supported by a robust strategic and business planning process, in addition to the estimated impact of group transfer pricing

policies and the forecast impact of timing differences.

The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group to utilise the

existing tax losses. Losses incurred in recent years have been the result of large investment creating the new North American

market. Whilst the business is now entering a new market in Australia, the Group considers this can be achieved at a lower cost than

the entry into North America, by leveraging our New Zealand expertise and cost and customer base. The Group expect to be able

to report significant improvements in profitability over the next three years as the business reaches a sufficiently large subscriber

base to self-fund operating and corporate costs. Due to the cumulative subscription nature of our business model as well as certain

operating expenses that do not scale at the same rate of unit and revenue growth, the business is expected to able to achieve its

forecast growth in profitability.

The Group performed sensitivity analysis on the forecast utilisation of tax losses by reducing forecast transfer pricing charges to

overseas subsidiaries by 50%. Under both base case and sensitivity scenario, the Group expects that unused tax losses will be

utilised within 4 years.

NOTE 11 • PAID UP CAPITAL

All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.

GROUP

Number of

ordinary shares

Issue price

$

Issued Capital

$

At 31 March 201760,245,66058,965,367

Issue of shares to staff under LTI schemes490,000$2.151,053,500

Held in trust as treasury stock (1,053,500)

Vested under LTS scheme37,818

Shares issued to employees for 2017 bonus281,351$1.65463,976

Vested under LTI scheme31,223

Shares issued in December 2017 Equity Placement5,099,247$3.0415,501,711

Shares issued in March 2018 Share Purchase Plan1,973,673$3.046,000,000

Costs of raising capital (673,657)

At 31 March 201868,089,93180,326,438

Vested under LTS scheme 34,425

Shares issued to employees for 2018 bonus 18,136 59,999

Shares issued to employees for 2018 bonus 54,000 191,561

Issue of shares to staff under LTI schemes116,705$3.89453,959

Held in trust as treasury stock (453,959)

At 31 March 201968,278,77280,612,423


At 31 March 2019 there was 68,278,772 authorised and issued ordinary shares (2018: 68,089,931). 972,484 (2018: 906,783) shares

are held in trust for employees in relation to the long-term incentive plan and are accounted for as treasury stock.

On 15 December 2017, the Company issued 5,099,247 new shares at a price of $3.04 per share under an equity placement which

raised $15,501,711. Additionally on 6 March 2018, the company allotted an additional 1,973,673 new shares relating to $6,000,000

raised under a share purchase plan at a price of $3.04 per share.

The calculation of both basic and diluted earnings per share at 31 March 2019 was based on the profit attributable to ordinary

shareholders of ($4,900,057) (2018: $209,616). The weighted number of ordinary shares was 67,283,918 (2018: 61,668,093) for

basic earnings per share and 67,903,457 for diluted earnings per share (2018: 62,027,558).

Other components of equity include:

• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements of

the Group’s foreign subsidiaries into New Zealand Dollars.

• Retained earnings - includes all current and prior period retained profits and share-based employee remuneration.

NOTE 10 • DEFERRED TAX ASSETS / (LIABILITIES) (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

9091

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NOTE 12 • CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

GROUP

20192018

$$

Cash and bank16,138,80621,870,415

16,138,80621,870,415

Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash and

cash equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are excluded

from the Statement of Cash Flows. The restricted bank accounts relate to Road Users tax collected from clients due for payment

to the appropriate government agency.

NOTE 13 • TRADE AND OTHER RECEIVABLES

GROUP

20192018


$ $

Restated

Trade receivables6,519,4538,251,355

Expected credit losses(675,207)(555,073)

5,844,2467,696,282

Prepayments and other receivables 4,657,8773,930,137

10,502,12311,626,419

In addition to the movement in the expected credit losses, the Group has written off $343,919 (2018: $56,334) of bad debts to

the statement of comprehensive income during the year ended 31 March 2019. The Group’s trade receivables are subject to NZ

IFRS 9’s expected credit loss model. The Group has applied the NZ IFRS 9 simplified approach to measuring expected credit

losses which uses a lifetime expected credit loss allowance and the future collectabillity for all trade receivables.

(a) Credit risk

The aging of the Group’s Trade receivables at the reporting date was as follows:

GROUP

Gross 2019

Allowance for

doubtful debts

2019 Gross 2018

Allowance for

doubtful debts

2018


$$$$

Not past due3,703,562(28,048)3,914,796(14,600)

Past due 1-30 days1,340,992(34,678)1,732,962(80,123)

Past due 31-60 days476,940(39,017)843,233(56,801)

Past due over 61 days9 9 7, 9 5 9(573,464)1,760,364(403,549)

6,519,453 (675,207)8,251,355(555,073)

NOTE 14 • PROPERTY, PLANT AND EQUIPMENT

GROUP

Right of Use

Assets

Hardware

Assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipmentComputersTotal

$

Restated

$

Restated

$ $

Restated

$ $ $ $

Restated

Year ended 31 March 2018

Opening net book amount as

originally presented

-21,718,976128,198579,147414,148438,158485,31023,763,937

Adjustment on application

of NZ IFRS 15 & NZ IFRS 16

2,171,904(7,990,481)-(36)---(5,818,613)

Opening net book amount

- restated

2,171,90413,728,495128,198579,111414,148438,158485,31017,945,324

Additions-10,840,240158,808-166,93581,65751,02811,298,668

Disposals----(42,170)-(3,205)(45,375)

Depreciation charge(649,520)(3,775,467)(69,011)(132,901)(165,270)(202,180)(367,042)(5,361,391)

Depreciation recovered----34,633-62335,256

Effect of movement in

exchange rates

(18,522)2,884-(5,726)-(2,112)(779)(24,255)

Closing net book amount1,503,86220,796,152217,995440,484408,276315,523165,93523,848,227


Cost4,119,23431,721,956506,7291,096,375930,9181,013,7732,570,00241,958,987

Accumulated depreciation(2,615,372)(10,925,804)(288,734)(655,891)(522,642)(698,250)(2,404,067)(18,110,760)

Net book amount1,503,86220,796,152217,995440,484408,276315,523165,93523,848,227

GROUP

Right of Use

Assets

Hardware

Assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipmentComputersTotal

$$$$$$$$

Year ended 31 March 2019

Opening net book amount as

originally presented

-26,789,392217,995440,547408,276315,523165,93528,337,668

Adjustment on application

of NZ IFRS 15 & NZ IFRS 16

1,503,862 (5,993,240) - (63) - - - (4,489,441)

Opening net book amount

- restated

1,503,86220,796,152217,995440,484408,276315,523165,93523,848,227

Additions5,383,4288,678,488120,6121,355,856242,67097,313255,58316,133,950

Disposals(2,680,438)--(8,394)(132,376)--(2,821,208)

Depreciation charge(758,290)(5,119,426)(91,019)(172,795)(168,650)(144,562)(166,530)(6,621,272)

Depreciation recovered2,516,661913,552-3,17295,953--3,529,338

Effect of movement in

exchange rates

60,370(260,410)-21,744118,1632,376(167,746)

Closing net book amount6,025,59325,008,356247,5881,640,067445,884276,437257,36433,901,289


Cost6,915,08540,362,7996 2 7, 3 4 22,478,4651,041,2131,131,1212,837,17355,393,198

Accumulated depreciation(889,492)(15,354,443)(379,754)(838,398)(595,329)(854,684)(2,579,809)(21,491,909)

Net book amount6,025,59325,008,356247,5881,640,067445,884276,437257,36433,901,289

Included in the Hardware Assets is equipment under construction of $6,996,599 (2018: $5,219,062).

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

9293

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NOTE 15 • LEASES AS A LESSEE

Property, plant and equipment’ disclosed in Note 14 comprises owned and leased assets.

GROUP

20192018

Note$$

Right-of-use assets - Property leases 6,025,593 1,503,862

14 6,025,593 1,503,862

The Group leases relate to land and buildings for its office space. The leases of office space typically run for a period of 1 to 9 years. Some

leases provide for additional rent payments that are based on changes in local price indices. Information about leases for which the Group

is a lessee is presented below.

GROUP

20192018

Right-of-use assets Note$$

Opening Net Book Value 1,503,862 2,171,904

Additions 5,383,428 -

Disposals (2,680,438) -

Depreciation (758,290) (649,520)

Depreciation recovered 2,516,661 -

Effect of movement in exchange rates 60,370 (18,522)

Closing Net Book Value14 6,025,593 1,503,862

GROUP

20192018

Lease Liabilities$$

Maturity analysis - contractual undiscounted cash flows

Less than one year 1,174,643 902,045

One to five years 4,564,648 1,401,723

More than five years 3,055,900 -

Total undiscounted lease liabilities 8,795,191 2,303,768

Lease liabilities included in the statement of financial position 7,029,309 2,065,714

Current 782,450 801,024

Non-current 6,246,859 1,264,690

Amounts recognised in Statement of Comprehensive Income

GROUP

20192018

$$

Interest expense on lease liabilties 151,456 147,777

Amounts recognised in Statement of Cash Flows

GROUP

20192018

$$

Total cash outflow for leases 921,029 754,884

NOTE 16 • INTANGIBLE ASSETS

GROUPPatentsTrade MarksDevelopmentSoftwareTotal

$$$$$

Year ended 31 March 2018

Opening net book amount14,65132,57626,197,4262,418,12428,662,777

Additions--5,309,7361,523,3476,833,083

Disposals-----

Amortisation charge(350)-(4,654,532)(939,509)(5,594,391)

Closing net book amount14,30132,57626,852,6303,001,96229,901,469

Cost17,80032,57637,995,3485,530,20643,575,930

Accumulated amortisation(3,499)-(11,142,718)(2,528,244)(13,674,461)

Net book amount14,30132,57626,852,6303,001,96229,901,469

GROUPPatentsTrade MarksDevelopmentSoftwareTotal

$$$$$

Year ended 31 March 2019

Opening net book amount14,30132,57626,852,6303,001,96229,901,469

Additions--8,334,8711,375,0799,709,950

Disposals-----

Amortisation charge(2,037)-(5,423,152)(1,053,945)(6,479,134)

Closing net book amount12,26432,57629,764,3493,323,09633,132,285

Cost17,80032,57646,330,2196,905,28553,285,880

Accumulated amortisation(5,536)-(16,565,870)(3,582,189)(20,153,595)

Net book amount12,26432,57629,764,3493,323,09633,132,285

The useful lives of the Group’s Intangible Assets are assessed to be finite. Assets with finite lives are amortised over their

useful lives and tested for impairment whenever there are indications that the assets may be impaired. Where an indicator

of impairment exists the Group makes a formal assessment of the recoverable amount. Where the carrying value of an asset

exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The recoverable

amount is the greater of fair value less costs to sell of the assets 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).

Recoverability of development costs

Included in the carrying amount of development costs at 31 March 2019 is an amount of $13,371,021 (2018: $12,822,744) relating to

our North American Market. Management note unit sales within the North American Market were lower than originally expected

and as a result management has carried out an impairment test.

The recoverable amount of the CGU that these corporate assets relate to (North American Market) was estimated based on the

present value of future cash flows expected to be derived from the CGU (value in use).

Key assumptions included for the impairment review included Total Contracted Unit, revenue and expense forecasts in line with

Groups budget and three-year forecast, a pre-tax discount rate of 14% and a terminal growth rate of 1.9%. Sensitivity analysis

was performed by reducing forecasted non-committed Contracted Unit growth by 50% over the forecast period at base case

discount and terminal growth rates. A separate sensitivity analysis was performed by increasing the discount rate to 20% and

lowering the terminal growth rate to 1.4% at base case Contracted Unit and Revenue growth. The results of both sensitivity

scenarios still resulted in headroom between the recoverable amount of the CGU and its carrying value.

The Group concluded that the recoverable amount of the CGU to be higher than its carrying value and therefore no impairment

was considered necessary.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

9495

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NOTE 17 • TRADE PAYABLES AND ACCRUALS

GROUP

20192018


$ $

Restated

Trade creditors3,521,8842,471,662

Sundry accruals2,589,5462,387,462

6,111,4304,859,124

NOTE 18 • BORROWINGS

GROUP

20192018

$$

Current borrowings

Term Loans - NZ $ denominated 6,149,240 7,425,008

Term Loans - US $ denominated 8,476,936 1,564,784

NZ Growth Funding - Committed Cash Advance Facility 1,809,997 1,102,579

US Growth Funding - Committed Cash Advance Facility 800,743 716,622

Capitalised borrowing costs (74,249)(234,304)

17,162,66710,574,689

Non-current borrowings

Term Loans - NZ $ denominated 1,499,620 9,448,670

Term Loans - US $ denominated 10,239,608 2,636,790

NZ Growth - Committed Cash Advance Facility 4,288,939 2,482,044

US Growth - Committed Cash Advance Facility 1,447,862 1,341,166

17,476,02915,908,670

Terms and debt repayment schedule

Nominal

Interest

Year of

Maturity

2019

Face Value

2019

Carrying

amount

2018

Face Value

2018

Carrying

Amount

$$$$

Term Loans - NZ $ denominated

5.00%20206,818,8816,818,88116,873,67816,873,678

Term Loans - US $ denominated

5.55%202019,546,52319,546,5234,201,5744,201,574

NZ Growth - Committed Cash Advance

Facility

4.47%20206,098,9366,098,9363,584,6233,584,623

US Growth - Committed Cash Advance

Facility

4.98%20202,248,6052,248,6052,057,7882,057,788

Capitalised borrowing costs - 2020-(74,249)-(234,304)

34,712,94534,638,69626,717,66326,483,359

On 3 July 2017, in order to support funding requirements in connection with the Group’s growth and to manage the related working

capital requirements, the Company entered into a Multi-Option Credit Facility Agreement with the Bank of New Zealand (BNZ). The

agreement was subsequently amended and restated in December 2017 and October 2018. At 31 March 2019, EROAD had the following

facilities in place:

$5,250,000 Term Loan Facility A – to restructure existing term facilities. The Term Loan has a term of 24 months from the October

refinance date, with the facility having a maturity date in October 2020. The interest rate is variable based on the 3-month BKBM bid

plus a margin of 3.10%. Principal and interest payments are made quarterly in line with a 30 month repayment profile.

$5,998,480 (NZD) Term Loan Facility B – used to restructure the Outstanding Amount under the Committed Cash Advances Facility

as at the First Amendment Date in December 2017. The Term Loan has a term of 24 months from the October 2018 refinance date, with

the facility having a maturity date in October 2020. The interest rate is variable based on the 3-month BKBM bid plus a margin of 3.10%.

Principal and interest payments are made quarterly in line with a 33 month repayment profile.

$2,182,057 (USD) Term Loan Facility B – used to restructure the Outstanding Amount under the Committed Cash Advances Facility as

at the First Amendment Date in December 2017. The Term Loan has a term of 24 months from the October 2018 refinance date, with

the facility having a maturity date in October 2020. The interest rate is variable based on the 3-month US LIBOR plus a margin of 3.10%.

Principal and interest payments are made quarterly in line with a 33 month repayment profile.

$12,966,043 (NZD) Term Loan Facility E – used to restructure the Outstanding Amount under the Committed Cash Advances Facility

as at the Second Amendment Date in October 2018. The Term Loan has a term of 24 months from the October 2018 refinance date,

with the facility having a maturity date in October 2020. The interest rate is variable based on the 3-month BKBM bid plus a margin of

3.10%. Principal and interest payments are made quarterly in line with a 33 month repayment profile.

$3,264,184 (USD) Term Loan Facility E – used to restructure the Outstanding Amount under the Committed Cash Advances Facility as

at the Second Amendment Date in October 2018. The Term Loan has a term of 24 months from the October 2018 refinance date, with

the facility having a maturity date in October 2020. The interest rate is variable based on the 3-month US LIBOR plus a margin of 3.10%.

Principal and interest payments are made quarterly in line with a 33 month repayment profile.

$20,000,000 Committed Cash Advance Facility – to finance the up-front costs in connection with securing Future Contracted Income.

The Committed Cash Advance Facility has a 16 month term from the December refinance date, with the facility having a maturity date

in October 2020. Structurally the facility is paid down and redrawn (revolving credit) each time the Company presents a certificate

outlining the Group’s growth in new Future Contracted Income on a monthly basis. For drawings in New Zealand Dollars of a 1-month

duration, the interest rate is the 1-month BKBM plus margin of 2.50%. For drawings in USD of a 1-month duration, the interest rate is the

1 month US LIBOR plus a margin of 2.50%. In addition to a 1.50% line fee on the total facility limit, payable quarterly in advance.

$5,150,000 Overdraft Facilities – for general working capital purposes. This is an on demand facility with the interest rate based on the

Market Connect Overdraft Prime Rate plus a margin of 1%.

EROAD’s operating covenants to support the above facilities include Loan to Total FCI Ratio, Interest Cover Ratio, Total Assets

(Obligators) to Total Assets (Group) ratio, and an umbrella limit on the aggregate of all facilities being below $40,000,000. EROAD was

compliant with all covenants during the period and at 31 March 2019.

The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by EROAD

Australia Pty Limited and EROAD Inc in favour of the BNZ in respect of the obligations of EROAD Limited, and a General Security

Agreements granted by EROAD Limited, EROAD Inc and EROAD Australia Pty Limited in favour of the BNZ as secured parties.

NOTE 19 • CONTRACT LIABILITIES

The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the

accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit

of the service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the

contract, and thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the

transaction price of a contract in advance, this is recognised as a contract liability and released over the contract period as the

Group satisfies its performance obligations.

NOTE 18 • BORROWINGS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

9697

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

GROUP

20192018

$ $

Restated

Opening balance

10,173,9528,068,907

Amounts deferred during the period5,048,7437, 7 70, 4 2 7

Amount recognised in the Statement of Comprehensive Income(5,255,272)(5,665,382)

9,967,42310,173,952

Current5 , 7 57, 9 5 15,434,881

Non-current4,209,4724,739,071

At 31 March 2019, $5,757,951 is expected to be recognised in the statement of comprehensive income in the next financial period

and has been classified as current in the balance sheet (2018: $5,434,881).

NOTE 20 • FINANCIAL RISK MANAGEMENT

The Group’s principal financial instruments include trade receivables and payables, cash and short term deposits, and advances from

Group companies.

As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which include foreign

currency risk, commodity price risk and interest rate risk. These risks are described below.

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The

Group’s risk management policies are established to identify and analyse the financial risks faced by the Group, to set appropriate risk

limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and the Group’s activities.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the

basis upon which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in note 1.

The Group holds the following financial assets and liabilities:

GROUP

20192018

$$

$

Restated

$

Restated


Amortised costs

Other

amortised cost

Loans and

receivables

Other

amortised cost

Financial assets

Cash and cash equivalents16,138,806-21,870,415-

Restricted bank account12,672,741-9,498,071-

Trade receivables6,519,453-8,251,355-

35,331,000-39,619,841-

Financial liabilities

Borrowings-34,638,696-26,483,359

Employee Entitlements-1,338,026-1,147,462

Contract liabilities-9,967,42310,173,952

Lease liabilities-7,029,3092,065,714

Trade and other payables-6,111,430- 4,859,124

Payables to NZTA and ODOT-12,488,871-9,439,139

-71,573,755-54,168,750

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of business.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The creditworthiness of

a customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external

credit ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative factors include

transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and profitability.

In relation to trade receivables, it is the Group’s policy that all customers who wish to trade on terms are subject to credit verification

on an ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular

turnover of product and billing of customers based on the Group’s contractual payment terms. In North America, the Group requires

that customers under a certain fleet size to purchase the hardware with an upfront payment regardless of credit verification.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other

receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and

a collective loss component established for Groups of similar assets in respect of losses that have been incurred but not yet identified.

The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised above.

Refer to note 13 for an aging profile for the Group’s trade receivables at reporting date.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and payable.

The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its

liabilities when they become due and payable, under both normal and stressed conditions, without incurring unacceptable losses or

risking damage to the Group’s reputation.

The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the

servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted,

such as natural disasters.

Maturities of financial liabilities

The following table details the Group’s contractual maturities of financial liabilities, including estimated interest payments and

excluding the impact of netting agreements, as at the reporting date.

Refer to note 15 for the maturity profile.

GROUP

2019

1 year or less

Over 1 to 5

years

Over 5

years

Total contractual

cash flows

Carrying amount of

liabilities

$$$$

Non-derivative financial liabilities

Borrowings17,236,91617,476,029-34,712,94534,638,696

Employee Entitlements1,338,026--1,338,0261,338,026

Lease liabilities782,4506,246,8597,029,3097,029,309

Trade and other payables6,111,430--6,111,4306,111,430

Payable to NZTA & ODOT12,488,871--12,488,87112,488,871

3 7, 9 57, 6 9 323,722,888-61,680,58161,606,332

NOTE 20 • FINANCIAL RISK MANAGEMENT (CONTINUED)

NOTE 19 • CONTRACT LIABILITIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

9899

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

GROUP

2018

1 year or less

Over 1 to 5

years

Over 5

years

Total contractual

cash flows

Carrying amount of

liabilities

$

Restated

$

Restated

$

Restated

$

Restated

$

Restated

Non-derivative financial liabilities

Borrowings10,808,99315,908,670-26,717,66326,483,359

Employee Entitlements1,147,462--1,147,4621,147,462

Lease liabilities801,0241,264,690-2,065,7142,065,714

Trade and other payables4,859,124--4,859,1244,859,124

Payable to NZTA & ODOT9,439,139--9,439,1399,439,139

27,055,74217,173,360-44,229,10243,994,798

Whilst each drawdown has a maximum 365 day term, the Company has the ability to re-draw amounts until the end of the term of the

facility, as a result the loan has been classified as non-current and prior year comparatives have been restated to align with the current

year presentation.

(c) Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will affect the

Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control

market risk exposures within acceptable parameters, while optimising the return on risk.

Foreign currency risk

The Group is exposed to currency risk on sales transactions that are denominated in a currency other than the respective functional

currencies of Group entities, primarily the US Dollars (USD) and Australian Dollar (AUD). The Group, may on occasion, enter into

forward exchange contracts to hedge the exposure to foreign currency fluctuations on sales receipts.

The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results, financial

position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues and expenditures, as well as

assets and liabilities, by country and by currency.

Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:

20192018

$$

AUD 1

0.950.94

USD 10.680.72

The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New Zealand Dollars):

2019AUDUSD

$$

Cash and cash equivalents

77,1311,928,808

Trade receivables119,9982,009,891

Lease liabilities-804,191

Borrowings-20,965,149

2018AUDUSD

$

Restated

$

Restated

Cash and cash equivalents

7,8661,122,704

Trade receivables111,7801,909,317

Lease liabilities-979,593

Borrowings-6,259,362

NOTE 20 • FINANCIAL RISK MANAGEMENT (CONTINUED)NOTE 20 • FINANCIAL RISK MANAGEMENT (CONTINUED)

Interest rate risk

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:

GROUP

%

2019

Carrying

amount%

2018

Carrying

amount

$$$

Term Loans - NZ $ denominated5.00%7,648,8605.12%16,873,678

Term Loans - US $ denominated5.55%18,716,5444.93%4,201,574

NZ Growth - Committed Cash Advance Facility 4.47%6,098,9364.29%3,584,623

US Growth - Committed Cash Advance Facility 4.98%2,248,6053.99%2,057,788

Net exposure to interest rate risk34,712,94526,717,663

Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign currency risk and interest

rate risk.

GROUP

2019

-10%+10%-100bps+100bps

Profit

$

Equity

$

Profit

$

Equity

$

Profit

$

Equity

$

Profit

$

Equity

$

Cash and cash equivalents(138,486)(138,486)138,486138,486(161,388)(161,388)161,388161,388

Trade receivables(148,072)(148,072)148,072148,072----

Borrowings(1,425,630)(1,425,630)1,425,6301,425,630347,129347,129(347,129)(347,129)

Total increase/ (decrease)(1,712,188)(1,712,188)1,712,1881,712,188185,742185,742(185,742)(185,74 2)

GROUP

2018

-10%+10%-100bps+100bps

Profit

$

Restated

Equity

$

Restated

Profit

$

Restated

Equity

$

Restated

Profit

$

Equity

$

Profit

$

Equity

$

Cash and cash equivalents(81,574)(81,574)81,57481,574(218,704)(218,704)218,704218,704

Trade receivables(147,978)(147,978)1 47, 97 81 47, 97 8----

Borrowings(450,674)(450,674)450,674450,674267,177267,177(267,177)(267,177)

Total increase/ (decrease)(680,226)(680,226)680,226680,22648,47348,473(48,473)(48,473)

(1)

The foreign currency sensitivity above represents a 10% decrease and increase in spot foreign exchange rates.

(2)

The interest rate sensitivity above represents a 100 basis point (bps) decrease and increase in variable interest rates.

(d) Capital management

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business. The Board monitors the return on capital employed, which the Group defines as reported EBIT (Earnings

Before Interest and Tax) divided by capital employed.

(e) Fair value measurement

The carrying amounts of the Groups financial assets and liabilities approximate their fair value due to their short maturity periods or fixed

rate nature.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

100101

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

NOTE 21 • SHARE-BASED PAYMENTS

At 31 March 2019, the Group had the following share-based payment arrangements.

EROAD LTI Plan (equity-settled)

Eligible employees were invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of

the shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will

be paid a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company,

enabling the loan to be repaid.

Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.

The eligible employees must meet certain performance conditions during each year of the restrictive period, as determined by the

remuneration committee and approved by the board. 50% of the scheme shares initially granted will be forfeited for each year the

participant fails to achieve their performance conditions. Additionally the employee’s shares will also be forfeited if the enterprise value of

the Company has not doubled by the end of the restrictive period.

Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the

Trustee at the original grant date price.

The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions

relating to the grants under this Scheme are disclosed in the table below.

EROAD US President Incentive Scheme

The US President was invited to purchase EROAD shares under the EROAD US President Incentive Scheme. Under the terms of the

scheme the purchase of the shares is funded by a loan granted to the employee by EROAD Limited. At the end of the vesting period the

employee will be paid a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the

Company, enabling the loan to be repaid.

Shares issued under the scheme are held in trust for the employee during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.

Key operational measures and targets for the North American business are outlined in the employees grant letter, these include Total

Contract Units, Average Revenue Per Unit, Customer Acquisition Cost Payback Period, and Renewal Rate targets. Each operational

measure has a percentage weighting for each of the three-year periods, with the performance for each year being calculated based on

the percentage of target achieved multiplied by the percentage weighting for each operational measures. The total percentage of shares

to vest at the end of the restrictive period is calculated based on the average percentage performance over the three years. If the total

average performance is less than 60% then all shares granted under the scheme will be forfeited.

Employee’s shares that are forfeited due to failure to meet the non-market performance conditions will be repurchased by the Trustee at

the original grant date price.

The EROAD US President Incentive Scheme has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The

key terms and conditions relating to the grants under this Scheme are disclosed in the table below.

EROAD’s LTI Plan II (equity-settled)

Eligible employees were invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of

the shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will

be paid a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company,

enabling the loan to be repaid.

Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price. For the shares to vest

the Company’s Total Shareholder Return (TSR) must exceed the median TSR of the NZX50 Group over the Relevant Assessment Period,

with a progressive vesting scale for performance between 50th and 75th percentiles, and 100% vesting if company performance is equal

to or above the 75th percentile of the NZX50 Group.

Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the

Trustee at the original grant date price.

The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions

relating to the grants under this Scheme are disclosed in the table below.

NOTE 21 • SHARE-BASED PAYMENTS (CONTINUED)

Grant date/employees entitledVesting conditionsVesting period

Apr-17Sep-18

Shares granted to key

management personnel

EROAD LTI Plan II (FY18) - 197,890

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed

the median TSR of the NZX50 Group over the Relevant

Assessment Period (1 April 2017 to 1 April 2021).

• progressive vesting scale for performance between 50th and

75th percentiles, and 100% vesting if company performance

is equal to or above the 75th percentile of the NZX50 Group.2.5 years

EROAD LTI Plan II (FY19) - 85,276

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed

the median TSR of the NZX50 Group over the Relevant

Assessment Period (1 April 2018 to 1 April 2021).

• progressive vesting scale for performance between 50th and

75th percentiles, and 100% vesting if company performance

is equal to or above the 75th percentile of the NZX50 Group.

2.5 years

EROAD US President Incentive

Scheme

490,000 -

• 3 years service from grant date

• Meet minimum targets for key operational metrics: Total

Contracted Units, Average Revenue per Unit, Cost of

Customer Acquisition Payback and Renewal Rates.

• Each years performance is measured on a weighted

calculation of percentage achieved vs. target for operational

metrics.

• The percentage of shares to vest is calculated based on the

average of each years weighted percentage achieved. If the

vested amount is less than 60% all shares will be forfeited.

3 years

Shares granted to other

employees

EROAD LTI Plan II (FY18) - 8 7, 9 9 5

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed

the median TSR of the NZX50 Group over the Relevant

Assessment Period (1 April 2017 to 1 April 2021).

• progressive vesting scale for performance between 50th and

75th percentiles, and 100% vesting if company performance is

equal to or above the 75th percentile of the NZX50 Group. 2.5 years

EROAD LTI Plan II (FY19) - 25,977

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed

the median TSR of the NZX50 Group over the Relevant

Assessment Period (1 April 2018 to 1 April 2021).

• progressive vesting scale for performance between 50th and

75th percentiles, and 100% vesting if company performance is

equal to or above the 75th percentile of the NZX50 Group.2.5 years

490,000 397,138

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

102103

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

Measurement of fair value

The fair value of the shares issued under the EROAD LTI plans during the year ended 31 March 2019was determined with reference to

the Company’s share price on the NZX at grant date. A discount was applied to the fair value of the shares issued under the EROAD LTI

scheme to reflect the non-vesting market conditions.

The number of shares granted and forfeited during the period were as follows:

GROUP

20192018

Outstanding at 1 April 663,475388,168

Granted during the period397,138490,000

Forfeited during the period(75,982)(187,522)

Vested during the period(12,144)(27,171)

Outstanding at 31 March 972,487663,475

During the year-ended 31 March 2019 an amount of $273,522 (2018: $268,754) was recognised as an expense within the statement of

comprehensive income in relation to share-based payments.

NOTE 22 • CAPITAL COMMITMENTS

At as at 31 March 2019 the Group had confirmed purchase orders open with its third party manufacturer of hardware units amounting to

$734,688 (2018: $6,983,048).

NOTE 23 • CONTINGENT LIABILITIES

During the period, the Group has been approached by a third party who asserts that EROAD infringes a number of its patents. From

our internal review of the patent claims asserted by the other party, the Group believes there are grounds in support for why we do not

infringe their patents and also strong grounds that the patents would likely be considered invalid if EROAD was to challenge them. The

Group strongly asserts that we do not infringe the patents and have informed the other party that we would seek our attorney fees from

them in the event we succeeded in any potential litigation.

As we firmly believe that we not infringed any patents no amounts have been provided for in relation to this claim. The Group may incur

some legal costs in defending this claim over the next twelve months (2018: Nil).

NOTE 24 • EVENTS SUBSEQUENT TO BALANCE DATE

There are no other events subsequent to balance date which have not already been taken up in the accounts (2018: Nil).

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

NOTE 25 • RECONCILIATION OF CASH FLOWS

GROUP

20192018


$

$

Restated

Reconciliation of operating cash flows with reported profit/(loss) after tax:

Profit/(loss) after tax for the six month period attributable to the shareholders(4,915,220)(3,456,824)

Add/(less) non-cash items

Tax asset recognised(334,469)(2,461,897)

Depreciation and amortisation17,952,49914,628,911

Other non-cash expenses/(income)(556,193)617,249

17,061,83712,784,263

Add/(less) movements in other working capital items:

Decrease/(increase) in trade and other receivables1,124,296(6,106,886)

Decrease/(increase) in finance lease receivables-2,650

Decrease/(increase) in current tax receivables16,155340,456

Decrease/(increase) in current tax payables(85,245)85,245

Increase/(decrease) in contract liabilities(206,529)2,105,045

Increase /(decrease) in trade payables, interest payable and accruals1,317,932(548,605)

2,166,609(4,122,095)

Net cash from operating activities14,313,2265,205,344

NOTE 26 • RELATED PARTY TRANSACTIONS

The subsidiaries of the Company are:

CompanyCountry of IncorporationInterest %Principal activity

EROAD Financial Services LtdNew Zealand100Financing activities within group

EROAD LTI Trustee LimitedNew Zealand100LTI Scheme Trustee

EROAD (Australia) Pty LimitedAustralia100Transport Technology & SaaS

EROAD IncUnited States of America100Transport Technology & SaaS

Key management personnel compensation comprised:

20192018

Short-term employee benefits2,349,4282,246,657

Share-based payments194,889251,593

2,544,317 2,498,250

NOTE 21 • SHARE-BASED PAYMENTS (CONTINUED)

EROAD
ANNUAL REPORT 2019

EROAD

ANNUAL REPORT 2019

104105

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

(a) Loans to key management personnel

There have been no loans to management personnel.

(b) Other transactions with key management personnel

There were no other transactions with key management personnel during the period. From time to time, key management personnel

of the Group may purchase goods from the Group. These purchases are on the same terms and conditions as those entered into by

other Group employees or customers and are trivial or domestic in nature.

(c) Remuneration of Non-executive Directors

2019

$

2018

$

Michael Bushby82,80285,094

Anthony Gibson63,00052,546

Sean Keane (resigned 5 May 2017)-4,088

Candace Kinser55,00050,546

Gregg Dal Ponte (resigned 30 April 2019)55,00050,546

Graham Stuart (Chair)96,46416,250

352,266 259,070

The following additional fees were paid to certain Directors for additional consultancy work provided to the Company:

2019

$

2018

$

Gregg Dal Ponte-6,297

- 6,297

(d) Remuneration of Executive director

2019

$

2018

$

Salary and bonus567,120555,859

Share-based payments57,739-

624,859 555,859

NOTE 26 • RELATED PARTY TRANSACTIONS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019107106
CORPORATEGOVERNANCE

CORPORATE GOVERNANCECORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019109108
Corporate Governance

The Board and management of EROAD are committed to ensuring

that EROAD adheres to best practice governance principles and

maintains the highest ethical standards. The Board reviews and

assesses EROAD’s governance structures to ensure that they are

consistent with best practice.

As at 31 March 2019, EROAD was in full compliance with the NZX Corporate Governance Code

issued in May 2017 (NZX Code). In this Corporate Governance section, each principle of the

NZX Code is provided below with explanation on how EROAD meets each principle.

EROAD’s corporate governance policies, practices and procedures can be found on its website

at http://www.eroadglobal.com/global/investors/.

PRINCIPAL ACTIVITIES

EROAD has created an electronic solution to manage and pay road user charges (RUC) and

road tax regimes, support regulatory compliance, including fatigue management and driving

hours, as well as providing value-added commercial services to the heavy and light vehicle

transport sectors. There were no significant changes to EROAD’s principal activities during the

financial year.

PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR

EROAD expects its employees and directors to maintain high ethical standards. The Code of

Ethics for EROAD sets out these standards and addresses amongst other things:

• confidentiality;

• conflicts of interest and corporate opportunities;

• receipt of gifts and personal benefits;

• expected conduct; and

• reporting concerns regarding breaches of the code, other policies and the law.

The Code of Ethics requires directors and employees to act in the best interests of EROAD, its

shareholders and stakeholders at all times and to not accept from, or offer to, anyone bribes or

improper inducements. Prior to receiving a gift or personal benefit, the Code of Ethics requires

each employee to submit an Approval to Accept Gift form for approval by the CEO or a senior

executive, depending on the value of such gift or personal benefit.

The Code of Ethics specifically addresses EROAD’s commitment to providing equal

employment opportunities. EROAD ensures that its selection process for recruitment and

employee development opportunities are free from bias and are based on merit.

In addition to the Code of Ethics, EROAD maintains the following policies, guides and

registers:

• Guidance on Receiving and Giving Gifts and Hospitality – this document provides guidance to

help employees determine when they should offer or accept a gift or other personal benefits.

• Whistle-blower – this policy encourages employees to come forward if they have concerns

regarding serious wrongdoing, and ensures that employees have access to a confidential

process in which they can report any issues in relation to serious wrongdoing without fear of

reprisal or victimisation.

• Market disclosure - EROAD is committed to the promotion of investor confidence by ensuring

that the trading of EROAD shares takes place in an efficient, competitive and informed market.

EROAD’s Market Disclosure Policy establishes EROAD’s disclosure policies for meeting the

continuous disclosure requirements of the NZX Main Board.

• Securities trading - in accordance with EROAD’s Securities Trading Policy, the NZX Listing

Rules, and the Financial Markets Conduct Act 2013, directors and employees of EROAD are

subject to limitations on their ability to buy or sell EROAD shares. The Securities Trading Policy

identifies circumstances where directors, officers, employees and advisers are permitted to

trade, or prohibited from trading, EROAD shares. EROAD is committed to ensuring its directors,

officers, employees and advisers do not trade EROAD shares while in possession of inside

information.

CORPORATE GOVERNANCE

• Interests register – In accordance with the Companies Act 1993 and the Financial Markets

Conduct Act 2013, EROAD maintains an Interests Register in which all relevant transactions and

matters involving the directors are recorded.

EROAD’s Code of Ethics, Market Disclosure, Securities Trading and Whistle-Blower policies can be

found on EROAD’s website.

PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE

Responsibilities of the Board and Executive Management

The business and affairs of EROAD are managed under the direction of the Board of Directors.

At a general level, the Board is elected by shareholders to:

• in consultation with the CEO, provide strategic direction and approve EROAD’s strategies and

objectives;

• advance major strategies for achieving EROAD’s objectives;

• manage risks;

• determine the overall policy framework within which the business of EROAD is conducted; and

• monitor management’s performance with respect to these matters.

The Board Charter sets internal Board procedure and defines the Board’s specific roles

and responsibilities. The Board delegates management of the day-to-day operations and

responsibilities of EROAD to the executive management team under the leadership of the

Chief Executive Officer to deliver the strategic direction and goals determined by the Board.

Board Composition

At present, there are six directors on the Board, five of which are non-executive directors.

Steven Newman, Chief Executive Officer, is the only executive director on the Board.

On 23 August 2018, Graham Stuart was appointed the Chair of the Board, following Michael

Bushby’s resignation as the Chair on 22 August 2018. Mr Bushby, however, continues to serve

as a director of EROAD. On 28 March 2019 Susan Paterson was appointed as an independent

director of EROAD. Gregg Dal Ponte resigned from the Board on 30 April 2019.

A brief biography of each Board member, including each director’s experience, length of

service, expertise, role and the term of office held at the date of this Annual Report, is set out

in the “Board of Directors” section of this Annual Report.

Independence of Directors

The factors that EROAD takes into account when assessing the independence of its directors

are set out in the Board Charter. A copy of the Board Charter can be found on EROAD’s

website. After consideration of these factors, EROAD is of the view that:

1. no non-executive director is a substantial shareholder of EROAD or an officer of, or otherwise

associated directly with, a substantial shareholder of EROAD.

2. Steven Newman is a director who, within the last five years, has been employed in an executive

capacity by EROAD and is a substantial shareholder.

3. No director has been a principal of a material professional adviser to EROAD, or an employee

materially associated with such service provider, within the last three years.

4. No director is a material supplier or customer of EROAD, or an officer of, or otherwise associated

directly or indirectly with, a material supplier or customer.

5. No director has a material contractual relationship with EROAD other than as a director of EROAD

except as follows: Steven Newman is an employee of EROAD and substantial shareholder.

6. No director has served on the Board for a period which could, or could reasonably be perceived to,

materially interfere with the director’s ability to act in the best interests of EROAD.

7. All directors are free from any close family ties with any person who falls within the above categories.

8. All directors are free from any interest or any business or other relationship which could, or

could reasonably be perceived to, materially interfere with the director’s ability to act in the best

interests of EROAD.

Based on these assessments, EROAD considers that, as at 31 March 2019, Graham Stuart,

Michael Bushby, Tony Gibson, Gregg Dal Ponte

1

, Candace Kinser and Susan Paterson were

independent directors.

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019111110
Nomination, appointment, retirement and re-election

In accordance with the current NZX Listing Rules, one third of the directors were required to

offer themselves for re-election by shareholders each year. On and from 1 July 2019, EROAD

will be subject to the new NZX Listing Rules. In accordance with rule 2.7, going forward,

directors will offer themselves for re-election by shareholders every three years. Procedures

for the appointment and removal of directors are also governed by the Constitution and the

Constitution will be updated to reflect the requirements of the new NZX Listing Rules.

In addition to the Constitution, EROAD has an Appointment and Selection of New Directors

Policy which specifies the criteria which the Board will consider during the process of selecting

and appointing new directors. A copy of the policy can be found on EROAD’s website.

The Remuneration, Talent and Nomination Committee identifies and nominates candidates

to fill director vacancies for Board approval. As at 31 March 2019, all new directors were

required to enter into a written agreement with EROAD, which establishes the terms of their

appointment.

Diversity and Inclusion

EROAD and its Board are committed to a workplace culture that promotes and values

diversity and inclusion.

EROAD pursues a broader sense of diversity by recognising, valuing and considering its

employees’ different backgrounds, knowledge, skills, needs and experiences.

The Board recognises that diversity and inclusion lead to a better experience at work for

EROAD’s employees, make teams stronger, lead to greater creativity and performance,

contribute to a more meaningful relationship with customers and stakeholders, and ultimately

increase value to shareholders. When there is a variety of thinking styles, backgrounds,

experiences, perspectives and abilities, employees are more able to understand customers’

needs and to respond effectively to them.

EROAD encourages diversity and inclusion by:

• having a robust recruitment process in place to attract capable, motivated, engaged, creative

and diverse candidates; and

• fostering a culture and environment of inclusion through various initiatives, policies and

development opportunities.

To deliver on its strategy, EROAD has designed a scalable and diverse organisation with the

right skill-set to grow and mature the company in new markets and geographies. We explain

this in more detail in the “Our people” section of the report.

The Board has adopted a Diversity and Inclusion Policy in accordance with the NZX Code.

The policy is available on EROAD’s website. To ensure continued focus and prioritisation, the

policy requires the Board to set, review and report on measurable objectives for achieving and

promoting diversity across EROAD’s business. While the Board considers that EROAD has

addressed the requirements of the NZX Code, as at 31 March 2019, the Board has not yet set

measurable objectives. Prior to setting measurable objectives, EROAD considers that further

processes need to be put in place to increase awareness and create stronger focus in the area

of diversity and inclusion. EROAD has made progress during FY19 by putting in place the

following key initiatives:

• to help our people learn, develop and achieve their goals, EROAD’s Diversity and Inclusion

Committee has established Lean-in Circles. Participants of each “circle” are encouraged to share

their diverse experiences, mentor each other, celebrate successes, support each other when

there are challenges and grow as leaders as a result;

• senior employees were provided with an opportunity to participate in a leadership training

programme to ensure continued growth and advancement of diverse staff, with a clear pathway

to leadership;

• to ensure ongoing focus in this area, the diversity and inclusion initiatives are now embedded in

the EROAD event calendar. For example, celebration of Matariki, America’s Independence Day,

culture dress day and International Women’s Day;

1

Gregg Dal Ponte resigned from the Board effective 30 April 2019.

CORPORATE GOVERNANCE

• to ensure EROAD creates a family-friendly culture that supports parents in our business, EROAD

has organized family barbeques, a “bring your children to work” day during the teachers’ strike

and a movie evening.

• the value of diversity in EROAD’s sourcing is communicated to the talent acquisition team and

external agencies. Additionally, in its search for an additional Director during FY19, the Board

considered suitably qualified candidates of diverse backgrounds and experience.

The table below shows the respective number of men and women on the Board, in executive

management positions (as “Officers”) and across the whole organisation (including both full

time and part time employees) as at 31 March 2018 and 31 March 2019. 39% of EROAD staff

are now female, which is above average in our industry, and almost one third of our female

employees are in leadership roles.

20182019

WomenMenWomenMen

Board1525

Officers2618

Other employees7212199151

“Officers” are the Chief Executive Officer and senior executives reporting directly to the Chief

Executive Officer, who are concerned or take part in the management of EROAD.

Board Performance

The Board has a policy in place relating to the performance evaluation of the Board, the

Board’s committees, individual directors and executives. Each year, performance evaluations

take place in relation to the Board, the Board’s committees, individual directors and executives

in accordance with EROAD’s policies.

The Board Charter requires the Board to undertake an annual performance evaluation of itself

that:

• compares the performance of the Board with the requirements of its Charter;

• reviews the performance of the Board’s committees and individual directors; and

• makes improvements to the Board Charter where considered appropriate.

The Board undertook an external performance evaluation which was completed in March 2019.

PRINCIPLE 3: BOARD COMMITTEES

Specific responsibilities are delegated to the Finance, Risk and Audit Committee and the

Remuneration, Talent and Nomination Committee. These Board committees support the

Board by working with management and advisers on relevant issues at a suitably detailed

level and report to the Board. These committees have specific charters setting out objectives,

procedures, composition and responsibilities. Copies of these charters are available on

EROAD’s website.

Finance, Risk and Audit Committee

The primary function of the Finance, Risk and Audit Committee is to assist the Board in

fulfilling its oversight responsibilities relating to EROAD’s risk management and internal

control framework, the integrity of its financial reporting and EROAD’s auditing processes and

activities. Five meetings of the Finance, Risk and Audit Committee were held during the year

ended 31 March 2019.

Under the Finance, Risk and Audit Committee Charter, the Committee must be comprised

of non-executive directors, all of whom must be independent. Further, the Chair of the

Committee must be an independent director and cannot be the Chairman of the Board.

Employees only attend the Finance, Risk and Audit Committee meetings at the invitation

of the Committee. In the year ended 31 March 2019, the Chief Executive, the Chief Financial

Officer and General Counsel were invited to attend each meeting of the Finance, Risk and

Audit Committee.

The current members of the Finance, Risk and Audit Committee are Susan Paterson (Chair),

Michael Bushby, Tony Gibson and Candace Kinser and their qualifications are specified in

“The Board” section of this Annual Report. Prior to Ms. Paterson’s appointment as Chair of

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019113112
the Finance, Risk and Audit Committee on 28 March 2019, the members of the Committee

between 23 August 2018 and 27 March 2019 were Michael Bushby (Chair), Graham Stuart,

Tony Gibson and Candace Kinser. Prior to 23 August 2018 the members of the Finance, Risk

and Audit Committee were Graham Stuart (Chair), Tony Gibson and Candace Kinser. All

members of the Finance, Risk and Audit Committee are independent non-executive directors.

Remuneration, Talent and Nomination Committee

EROAD has established a Remuneration, Talent and Nomination Committee which is

comprised of independent directors. This committee met three times in the year ended 31

March 2019 and has the time, the skills and the support necessary to discharge its duties and

obligations under the Remuneration, Talent and Nomination Committee Charter.

The Remuneration, Talent and Nomination Committee’s role is to oversee and regulate

remuneration and organisation matters of EROAD and recommend candidates to be

nominated as a director or candidate for a committee. Responsibilities encompass

remuneration and benefits policies; performance objectives and remuneration of EROAD’s

executives; succession planning and associated management development for the chief

executive and the executive team. The Remuneration, Talent and Nomination Committee

is also responsible for assisting the Board with establishing, publishing, implementing and

monitoring effective health and safety policies, processes and practices, under a separate

Safety and Wellbeing Charter.

When recommending candidates to act as director, the committee takes into account such

factors as it deems appropriate, including the diversity of background, experience and

qualifications of the candidate.

The current members of the Remuneration, Talent and Nomination Committee are Anthony

Gibson (Chairman), Candace Kinser, Susan Paterson, Michael Bushby and Graham Stuart.

Mr Bushby and Mr Stuart were appointed to the Committee on 16 November 2018 and Ms

Paterson was appointed on 28 March 2019. Gregg Dal Ponte was a member of the Committee

until his resignation on 30 April 2019.

All current members of the Remuneration, Talent and Nomination Committee are independent

directors. Steven Newman attended the three Remuneration, Talent and Nomination

Committee meetings at the invitation of the Committee.

Board

Finance, Risk and

Audit Committee

Remuneration,

Talent and

Nomination Committee

Eligible

to attend

Attended Eligible

to attend

Attended Eligible

to attend


Attended

Graham Stuart885511

Michael Bushby883*311

Anthony Gibson875333

Candace Kinser875433

Steven Newman88-5-3

Gregg Dal Ponte88--32

Susan Paterson**------

* Michael Bushby was the Chair of the Finance, Risk and Audit Committee between 23 August 2018 and 27 March 2019.

** Susan Paterson joined the Board on 28 March 2019. She attended the March Board and the Finance Risk and Audit

Commitee meetings as an observer.

Board Processes

The Board held eight meetings during the year ended 31 March 2019. The table above shows

attendance at the Board and committee meetings.

If circumstances arise where a director needs to obtain independent advice, that director is, as

a matter of practice, at liberty to seek such advice at the expense of EROAD.

CORPORATE GOVERNANCE

Other committees

EROAD complies with Recommendation 3.5 as the Board has considered whether it is appropriate

to establish any additional standing board committees and concluded that no further standing

committees are required at this stage. Noting the importance of health and safety to EROAD’s

business, the Remuneration, Talent and Nomination Committee is responsible for health and safety

and performs its functions in this regard under a Safety and Wellbeing Charter. In addition, each

month, members of the Board are provided with a Safety and Wellbeing report summarising

EROAD’s risk profile and management actions, the current safety and wellbeing focus, lead and lag

indicators and updates from the Safety and Wellbeing staff committee.

The Safety and Wellbeing Charter is available on EROAD’s website.

Takeover protocol

The Board has a formal written protocol that sets out the procedure to be followed in the

event that a takeover offer is received by EROAD.

PRINCIPLE 4 – REPORTING & DISCLOSURE

Making timely and balanced disclosure

EROAD is committed to promoting shareholder confidence through open, timely and accurate

market communication. EROAD has in place procedures designed to ensure compliance with

its disclosure obligations under the NZX Listing Rules. EROAD’s Market Disclosure Policy sets

out the responsibilities of the Board and management in disclosure and communication and

procedures for managing this obligation.

Copies of key governance documents, including the Code of Ethics, Securities Trading Policy,

Board and Committee Charters, Diversity and Inclusion Policy, Director and Senior Executive

Remuneration Policy and Market Disclosure Policy, are all available on EROAD’s website at

http://www.eroadglobal.com/global/investors/.

Non-financial reporting

Safety, communities and environment are at the heart of EROAD’s culture. Our philosophy and

achievements are outlined in the “About EROAD” section of the Annual Report.

EROAD conducts a comprehensive risk assessment by reviewing risk information from all

its business units on a periodic basis. The results are incorporated into future action plans

to mitigate the identified risks. This includes carefully considering and taking into account

environmental, economic, social sustainability and other risks that EROAD may face.

PRINCIPLE 5 – REMUNERATION

Directors’ Remuneration

The Remuneration, Talent and Nomination Committee is responsible for establishing and

monitoring remuneration policies and guidelines for directors which enable EROAD to

attract, motivate and retain the high calibre of directors who will contribute to the successful

governing of EROAD and create value for shareholders.

When determining the fees for directors and Chairs of the Board and its committees, the

Board considers the median director fee levels for comparable listed companies in New

Zealand. The directors’ fee pool limit was increased from $350,000 per annum to $500,000,

which was approved by shareholders at the 2018 Annual Shareholder Meeting. The directors’

fees are reviewed from time to time and, as previously reported, there was an increase to the

fees on 1 January 2018. Further, effective from 28 March 2019, the Board resolved to increase

the remuneration of the Chair of the Finance, Risk and Audit Committee.

Current non-executive directors’ remuneration is as follows:

• NZ$110,000 for the Chair of the Board,

• NZ$55,000 for non-executive directors,

• NZ$25,000 for the Chair of the Finance, Risk and Audit Committee, and

• NZ$8,000 for the Chair of the Remuneration, Nomination and Talent Committee.

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019115114
Non-executive directors received the following directors’ fees from EROAD in the year ended

31 March 2019:

The BoardNZ$

Graham Stuart92,539

Michael Bushby76,850

Candace Kinser55,000

Susan Paterson*-

Anthony Gibson55,000

Gregg Dal Ponte55,000

Total334,389

Chair of the Board’s CommitteesNZ$

Graham Stuart3,925

Michael Bushby5,952

Susan Paterson*-

Anthony Gibson8,000

Total17,877

*Susan Paterson joined the Board on 28 March 2019.

Directors do not take a portion of their remuneration under a share plan but directors may

hold shares in EROAD, details of which are set out in the “Directors’ Shareholdings” section of

this Annual Report. It is EROAD’s policy to encourage directors to acquire shares on-market.

Non-executive directors are entitled to be reimbursed for reasonable costs directly associated

with attending the Board meetings.

Steven Newman, in his capacity as an executive director, does not receive remuneration as a

director of EROAD.

No director of any EROAD subsidiary receives or retains any remuneration or other benefits in

their capacity as a director of that subsidiary.

Executive Remuneration

The Remuneration, Talent and Nomination Committee is responsible for reviewing the

remuneration of EROAD’s senior employees in consultation with EROAD’s Chief Executive Officer.

The Board is responsible for approving remuneration of the senior employees.

EROAD’s remuneration policy for members of the executive team, including the Chief Executive

Officer, provides the opportunity for them to receive, where performance merits, a total

remuneration package made up of three components:

Fixed Remuneration

Fixed remuneration consists of base salary and benefits. EROAD’s policy is to set fixed

remuneration in line with external market trends, the intrinsic value of a job and internal relativities.

Fixed remuneration is reviewed, but not necessarily increased, annually. Any remuneration

increases for the executive team must be approved by the Board. In conducting reviews, EROAD

takes into account individual performance of each executive.

Short-term Incentives

Short-term incentives (STIs) are at-risk payments designed to motivate and reward for

performance, typically in that financial year. The target value of an STI payment is set annually,

usually as a percentage of the executive’s base salary.

For the year ended 31 March 2019, a proportion (60%) of the STI is related to achievement of

company-wide financial targets, including EBITDA, the ratio of gross margin to sales and the ratio

of working capital to sales. The balance of the STI is related to individual performance under each

of the four objectives. The company-wide financial targets and at least three of the individual

objective and key results must be achieved before an STI is payable. Each objective has a specific

target and stretch level of performance, set at the beginning of each financial year. Target levels are

generally set at levels of performance that represent desired levels of performance for EROAD but

that are also achievable. Stretch levels are difficult to achieve and require considerable effort.

CORPORATE GOVERNANCE

Performance levelAchievement %

<Target0%

=Target100%

>Target & <StretchPro rata (100% to 150%)

≥ Stretch150%

An essential component of the STI is strong leadership, led with behaviour that aligns to

EROAD’s values. This includes behaviour and leadership which is ethical, and not to the

detriment of customers, other employees or EROAD. In a situation where it is deemed that

the achievement of objectives has not been aligned with the culture and values of EROAD,

or an executive is not leading their teams as required by EROAD, their leadership and values

multiplier will be less than 100%. The STI payment is at the discretion of the Board. Entitlement

is not guaranteed even where performance criteria has been met.

Long-term Incentives

Eligible senior employees are invited by the Chief Executive, with the approval of the Board,

to purchase EROAD shares under the EROAD long term incentive plan (LTI). Under the

terms of the scheme the purchase of the shares is funded by a loan granted to eligible senior

employees by EROAD. At the end of the vesting period, the senior employee will be paid a net

bonus in relation to the shares that vest to the senior employee, equal to the amount of their

loan outstanding to EROAD, enabling the loan to be repaid.

Shares issued under the scheme are held in trust for the senior employees during a 3 year

restrictive period by EROAD LTI Trustee Ltd (‘Trustee’). If the employee ceases to be an

employee during the restrictive period the Trustee will repurchase the employees shares at the

original issue price.

For FY19, the award is subject to a relative total shareholder return (TSR) measure over the

three-year performance period. TSR has been chosen as a performance hurdle because, in

the opinion of the Board, it provides the most direct link to shareholder return. TSR represents

the change in the value of EROAD’s share price over a period, plus reinvested dividends,

expressed as a percentage of the opening value of the shares as follows:

TSR Formula

TSR = (Price-begin – Price-end + Dividends) / Price-begin

Price-begin = Share price at the beginning of the financial year

Price-end = Share price at the end of the financial year

Dividends = Dividends paid during the financial year

The TSR performance condition compares EROAD’s TSR for a three-year period with the TSR

of the NZX50 index (company listings as at the grant date). The vesting scale is as follows:

Performance levelRelative TSR percentile rankingVesting%

<Threshold<500%

Threshold & TargetP5050%

>Target & >Stretch>P50 & <P75Pro rata

Stretch≥P75100%

Achievement against these performance hurdles and vesting scales is assessed at the end

is the three-year measurement period. Employee’s shares that are forfeited due to failure to

meet performance conditions are repurchased by the Trustee at the original grant date price.

The Board retains discretion over the final outcome of LTI payments.

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019117116
Chief Executive Officer Remuneration

The Chief Executive’s remuneration is made up of three components: fixed remuneration, STI

and LTI as follows:

CEO Remuneration FY18 and FY19

Fixed

Remuneration

Performance Based

Remuneration

Chief ExecutiveSalarySTI*LTI**SubtotalTotal

Steven Newman FY18$555,859.20 $116,760$150,000$266,760$822.619.2

Steven Newman FY19$567,120$0$181,478.40$181,478.40$748,598.4

*The FY18 STI payment was based on performance in FY18. However, it was paid out in FY19. The FY19 STI payment

has not been determined as at the date of this annual report.

**The LTI shares were granted during FY19 under both, the FY18 LTI plan to the value of $150,000 and the FY19 LTI

Plan to the value of $181,478.40.

Breakdown of pay for performance for FY19

DescriptionPerformance measures

Performance hurdles and shares

vested

STI*Set at 32% of

at-risk pay. Based

on a combination

of financial and

non-financial

performance

measures.

60% weighting EROAD

performance.

EROAD weighting considers

EROAD’s performance against

the metrics of EBITDA, the ratio of

gross margin to sales and the ratio

of working capital to sales.

40% weighting individual

performance.

Individual performance considers

performance under the Chief

Executive’s objectives and key

results for the year. Each objective

has a specific target and stretch

level of performance, as described

under the “Short-term Incentives”

section of this Annual Report.

LTI**Conditional awards

of shares under the

long term incentive

scheme.

For FY19, the award is subject

to a relative total shareholder

return (TSR) measure over

the three-year performance

period.

TSR has been chosen as a

performance hurdle because, in the

opinion of the Board, it provides

the most direct link to shareholder

return. The TSR performance

condition compares EROAD’s TSR

for a three-year period with the

TSR of the NZX50 index (company

listings as at the Grant Date).

Achievement against these hurdles

and vesting scales are assessed

at the end of the three-year

measurement period.

*Based on FY19 remuneration policy.

**Based on a share based incentive scheme that commenced on 1 April 2018

CORPORATE GOVERNANCE

Employee Remuneration

EROAD and its subsidiaries have employees in three countries where remuneration market

levels differ. The overseas remuneration amounts are converted into New Zealand dollars. Of

the employees noted in the table below, 30% are employed by EROAD in the United States

of America. During the year, a number of employees, not being directors of EROAD and its

subsidiaries, received remuneration and other benefits that exceeded NZ$100,000 in value as

follows:

NZ$Total

100,000 – 110,00018

110,001 – 120,0008

120,001 – 130,00016

130,001 – 140,00010

140,001 – 150,0004

150,001 – 160,00010

160,001 – 170,0008

170,001 – 180,0006

180,001 – 190,0004

190,001 – 200,0005

200,001 – 210,0000

210,001 – 220,0000

220,001 – 230,0002

230,001 – 240,0003

240,001 - 250,0002

250,001 – 260,0001

260,001 – 270,0003

290,001 – 300,0001

310,001 – 320,0001

330,001 – 340,0001

340,001 – 350,0002

350,001 – 360,0000

410,001 – 420,0001

420,001 – 430,0000

430,001 – 440,0000

440,001 – 450,0000

560,001 – 570,0001

570,001 - 580,0001

TOTAL108

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019119118
PRINCIPLE 6 - RISK MANAGEMENT

Risk Management Framework

EROAD has risk management policies for the oversight and management of financial and non-

financial material business risks, as well as related internal systems that are designed to:

• optimise the return to, and protect the interests of, stakeholders;

• safeguard EROAD’s assets and maintain its reputation;

• improve EROAD’s operating performance; and

• support EROAD’s strategic objectives.

EROAD’s risk management framework is in place to identify, oversee, manage and control risk.

The risk management framework requires senior executives and the wider leadership team to

review and update the Risk Register on a periodic basis. The register identifies all known risks,

including those that are key to EROAD’s strategy and business priorities. The Risk Register

records risks by impact, probability, and trending, and records the controls for those risks.

The Risk Register is shared with the Finance, Risk and Audit Committee on a quarterly basis

and the Committee reports the key risks to the Board. Key risks are EROAD’s greatest strategic

and operational risks, specified by the executive team and plotted in a matrix of impact and

probability, after taking into consideration the controls on those risks. For high risk projects,

risk mitigation must be addressed from inception and be supervised by the appropriate

executive team members. The executive team reviews the Risk Register in setting EROAD’s

strategy and budgets.

A summary of EROAD’s Risk Management Policy is available on EROAD’s website. The Board

ultimately has responsibility for internal compliance and control. The Finance, Risk and Audit

Committee undertakes periodic reviews of the risk management framework. In addition

a review is undertaken, with the external auditors and management, of the policies and

procedures in relation to material business risks.

The Finance, Risk and Audit Committee, in conjunction with management, reports to the

Board on the effectiveness of EROAD’s management of its material business risks and

whether the risk management framework is operating effectively in all material respects.

Health and Safety Risk Management

EROAD has a Safety and Wellbeing Policy for the oversight and management of health and safety

risks. The Safety and Wellbeing Policy outlines EROAD’s core safety and wellbeing principles,

EROAD’s commitment to ensure that safety and wellbeing is a top priority for EROAD and is

embedded into every aspect of EROAD’s business. The Remuneration, Talent and Nomination

Committee supports the Board in establishing, publishing, implementing and monitoring effective

health and safety policies, processes and practices under EROAD’s Safety and Wellbeing Charter.

The Board ultimately has responsibility for internal compliance and control.

EROAD’s Safety and Wellbeing Management System Framework outlines safety and wellbeing

activities at EROAD and articulates safety and wellbeing responsibilities for the Board,

the executive team and the people performing work for EROAD. The framework requires

Objectives and Key Results to be established and incorporated into business planning

processes to enable Safety and Wellbeing Policy’s intent and related strategies and procedures

to be achieved. The framework also requires EROAD to create a safety and wellbeing strategy

every three years that aligns to EROAD’s values, the overall business strategy and the safety

and wellbeing vision.

Each month, members of the Board are provided with a safety and wellbeing report

summarising EROAD’s risk profile and management actions, the current safety and wellbeing

focus, Objectives and Key Results, lead and lag indicators and updates from the Safety and

Wellbeing staff committee. In the year ended 31 March 2019, there have been no notifiable

events to report to WorkSafe NZ.

PRINCIPLE 7 – AUDITORS

EROAD does not have an internal audit function. However, the executive team reports

periodically to the Finance, Risk & Audit Committee on improvements and changes to

internal controls. Through the steps outlined under the Risk Management section, the Board

ensures EROAD is reviewing, evaluating and continually improving the effectiveness of its risk

management.

CORPORATE GOVERNANCE

EROAD has an External Auditor Independence Policy which is available on EROAD’s website.

Pursuant to this policy EROAD maintains external auditor independence consistent with

regulatory and stock exchange requirements and current best practice in New Zealand

for companies of similar nature and size. EROAD’s external auditors attend the annual

shareholders meeting to answer questions from shareholders in relation to audits.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND INTERESTS

EROAD seeks to ensure that its shareholders understand its activities by communicating

effectively with them and giving them ready access to clear and balanced information about

EROAD. To assist with this, EROAD’s website is maintained with relevant information, including

copies of presentations and reports. EROAD’s key corporate governance policies are also

included on the website.

EROAD also operates in accordance with its Shareholder Communication Policy. The aim

of EROAD’s communication arrangements is to provide all shareholders with information

about EROAD and to enable shareholders to actively engage with EROAD and exercise their

rights as shareholders in an informed manner. EROAD’s Shareholder Communication Policy

facilitates communication with shareholders through written and electronic communication,

and by facilitating shareholder access to directors, executive management and EROAD’s

auditors. The Shareholder Communication Policy is available on EROAD’s website.

Shareholders are able to easily communicate with EROAD, including by way of email to the

address investors@eroad.com. EROAD’s major communications with shareholders during the

financial year include its annual and half-year reports and the annual meeting of shareholders.

The annual and half-year reports are available in electronic and hard-copy formats.

Shareholders have the option to receive communications from EROAD electronically.

Shareholders have the right to vote on major decisions as required by the NZX Listing Rules.

Each person who invests money into EROAD has one vote per share which they own equally

with other shareholders.

The Notice of Meeting is sent to shareholders and published on EROAD’s website at least 28

days prior to the annual shareholders’ meeting each year.

CORPORATE GOVERNANCE

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019121120
REGULATORYDISCLOSURES

REGULATORY DISCLOSURESREGULATORY DISCLOSURES

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019123122
Regulatory Disclosures

DIRECTORS

The persons who held office as directors of EROAD Limited at any time during the year ended

31 March 2019, are as follows:

Graham Stuart Chairman, Non-Executive, Independent

Steven Newman Chief Executive Officer

Candace Kinser Non-Executive, Independent

Anthony Gibson Non-Executive, Independent

Gregg Dal Ponte Non-Executive, Independent*

Michael Bushby Non-Executive, Independent

Susan Paterson Non-Executive, Independent**

*Gregg Dal Ponte resigned from the EROAD Board effective 30 April 2019.

**Susan Paterson joined the EROAD Board on 28 March 2019.

SUBSIDIARY COMPANY DIRECTORS

The persons who held office as directors of subsidiary companies at 31 March 2019 are as

follows:

EROAD Financial Services Limited (New Zealand)

Anthony Gibson

EROAD (Australia) Pty Limited (Australia)

Michael Bushby, Steven Newman

EROAD Inc. (USA)

Michael Bushby, Steven Newman

EROAD LTI Trustee Limited (New Zealand)

Anthony Gibson, Candace Kinser

INTERESTS REGISTER

In accordance with Section 140(2) of the Companies Act, the directors named below have

made a general disclosure of interest by a general notice disclosed to the Board and entered in

EROAD‘s register. General notices given by directors which remain current as at 31 March 2019

are as follows:

Michael Bushby

• Director, Lowelly Pty Limited

• Director, 45 Mimosa Pty Limited

• Consultant, WSP Australia

Graham Stuart

• Director, Tower Limited

• Director, Tower Insurance Limited

• Director, Tower Financial Services Group Limited

• Director and Shareholder, Leroy Holdings Limited

• Director, Vinpro Limited

• Director, Northwest Healthcare Properties Management Limited

Anthony Gibson

• Chief Executive Officer, Ports of Auckland Limited

• Chairman, North Tugz Limited

• Director, AMG Consulting Limited

• Director, Seafuels Limited

• Director, Waikato Freight Hub Limited

• Director, Marsden Maritime Holdings Limited*

*Notice given by Anthony Gibson in April 2018.

REGULATORY DISCLOSURES

Candace Kinser

• Non-Executive Director, Talent International Limited (Australia)

• Director, Kinser Trustee Limited

• Director, Sagitas Consulting Limited

• Independent Director, Livestock Improvement Corporation Limited

• Advisor, Return on Science Program for the University of Auckland

• Beachheads Advisor, New Zealand Trade & Enterprise*

• Advisor, BECA New Ventures Team Advisory Board

• Director, WEL Networks Limited **

• Director, Ultrafast Fibre Limited**

• Director, Regional Facilities Auckland***

*Notice given by Candace Kinser in May 2018.

** Notice given by Candace Kinser in August 2018

***Notice given by Candace Kinser in December 2018

Steven Newman

• Director, NMC Trustees Limited

Susan Paterson

• Goodman (NZ) Limited and associated companies

• Arvida Group Limited

• Sky Network Television Limited

• Les Mills Holdings Limited

• Steel & Tube Holdings Limited

• Theta Systems Limited

• Electricity Authority

Gregg Dal Ponte*

• Director of Regulatory Compliance, Oregon Trucking Association, Inc.

• Technical advisor to Oregon weight mile tax elimination work group**

*Gregg Dal Ponte resigned from the EROAD Board effective 30 April 2019.

**Notice given by Gregg Dal Ponte in January 2019

The following details included in EROAD’s interests register as at 31 March 2018 have been

removed as at 31 March 2019:

• Graham Stuart is no longer a director of Goodcows Limited and Focal Dairies LLC (USA).

• Candace Kinser is no longer an advisor to Palantir Technologies.

Share dealings by directors

In accordance with Section 148(2) of the Companies Act, the Board has received disclosures

from the directors named below of acquisitions or dispositions of relevant interests in the

company between 1 April 2018 and 31 March 2019, and details of those dealings were entered

in the company’s interests register. The particulars of such disclosures are:

Graham Stuart

• 1) Purchase of 19,604 ordinary shares, at $2.69 per share, on 19 March 2019; 2) purchase of 396

ordinary shares, at $2.71 per share, on 20 March 2019.

Steven Newman

• 1) Acquisition of beneficial ownership in 70,668 shares at a share price of $2.1226 per share and

46,655 shares at a share price of $3.8898 per share upon acceptance of a grant made under

EROAD’s Long Term Incentive plan, on 25 September 2018; 2) Acquisition of 25,000 ordinary

shares at a share price of $2.7372 per share on 11 March 2019.

Use of EROAD information

There were no notices from directors of EROAD requesting to use EROAD information

received in their capacity as directors that would not otherwise have been available to them.

REGULATORY DISCLOSURES

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019125124
Directors’ and officers’ insurance and indemnity

EROAD has arranged, as provided for under EROAD’s constitution, policies of directors’ and

officers’ liability insurance which, with a Deed of Indemnity entered into with all directors,

ensures that generally directors will incur no monetary loss as a result of actions undertaken

by them as directors. Certain actions are specifically excluded, for example, the incurring of

penalties and fines that may be imposed in respect of breaches of the law.

Directors’ relevant interests

The following directors held relevant interests in the following ordinary shares in EROAD as at

31 March 2019:

NameOrdinary shares

Steven Newman14,505,880

Michael Bushby161,004

Graham Stuart40,000

Anthony Gibson567,999

Candace Kinser41,999

REGULATORY DISCLOSURES

Shareholder Information

ANNUAL SHAREHOLDERS’ MEETING

EROAD’s 2019 annual shareholders’ meeting will be held at QBE Stadium, Stadium Drive,

Albany, Auckland on Thursday, 1 August 2019 commencing at 4:45pm.

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS

Holding Range

Number

of holders

%

Number of

ordinary shares

%

1 to 99928116.72135,5870.2

1,000 to 4,99978646.761,878,2622.75

5,000 to 9,99926015.471,718,3142.52

10,000 to 49,99927516.365,570,8588.16

50,000 to 99,999321.92,240,6283.28

100,000 and over472.856,725,12383.09

Total1681100.0168,278,772100

The details set out above were as at 31 March 2019.

EROAD only has one class of shares on issue, ordinary shares, and these shares are quoted on

the NZX Main Board.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given under the Financial Markets Conduct Act 2013, the substantial

product holders in ordinary shares (being the only class of quoted voting products) of EROAD

and their relevant interests according to the substantial product holder file as at 31 March 2019,

were as follows:

Substantial product holderDate of

Notice

Number of

shares

% of shares

on issue at 31

March 2019

Steven Newman

(includes NMC Trustees Limited’s relevant interest)

15/12/2017*14,505,88021.245%

NMC Trustees Limited as trustee of the NMC Investment Trust15/12/2017**14,379,45721.059%

Commonwealth Bank of Australia06/12/20185,878,8158.610%

Colonial First State Asset Management

06/12/2018

5,878,8158.610%

National Nominees Ltd ACF Australian Ethical

Investment Limited

18/01/20194,414,8786.47%

* On 25 September 2018 Steven Newman gave ongoing disclosure of acquisition of 117,323 ordinary shares pursuant to

EROAD’s Long Term Incentive Plan, subject to certain performance targets being met upon which the shares will vest.

On 11 March 2019 Steven Newman gave ongoing disclosure of acquisition of 25,000 ordinary shares at a share price of

$2.7372 per share.

** On 11 March 2019 Steven Newman, who has a relevant interest in the shares held by NMC Trustees Limited, gave

ongoing disclosure of acquisition of 25,000 ordinary shares at a share price of $2.7372 per share.

The total number of ordinary shares (being the only class of quoted voting products) on issue

in the Company as at 31 March 2019 was 68,278,772.


SHAREHOLDER INFORMATION

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019127126
PRINCIPAL SHAREHOLDERS

The names and holdings of the twenty largest registered shareholders in the Company as at 31

March 2019 were:

Holder NameShares%

New Zealand Central Securities Depository Limited24,167,13735.39

NMC Trustees Limited14,379,45821.05

FNZ Custodians Limited4,325,6396.33

David Murray Jarrett & Julie Patricia Jarrett & Vlatkovich & Mcgowan Trustee

Company Limited

1,775,9342.6

John Grant Sinclair1,024,3191.5

Andrew Bowker9 37,1 6 51.37

Alister Moss621,9070.91

Anthony Gibson567,9990.83

Paul Geoffrey Hewlett & Catherine Patricia Carter & Hoffman Trustees Limited561,6590.82

EROAD LTI Trustee Limited490,0000.71

JB Were (NZ) Nominees Limited (54145 A/C)428,9040.62

Somac Holdings Limited 412,7400.6

JB Were (NZ) Nominees Limited (NZ Resident A/C)394,1630.57

Slk Asset Management Limited 378,0000.55

Arden Capital Limited359,9340.52

Jarred Blair Clayton347,2990.5

Nicholas Raymond Scott & Trustee Services Limited315,9640.46

EROAD LTI Trustee Limited285,8850.41

First NZ Capital Securities Limited284,9550.41

Sean Hope263,6160.38

Shareholdings larger than 1% held through New Zealand Central Securities Depository Limited

(NZCSD) as at 31 March 2019 were:

Holder NameHolding%

Citibank Nominees (New Zealand) Limited - NZCSD6,260,7129.17

National Nominees New Zealand Limited - NZCSD5,112,2557. 4 9

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD 1,679,166 2.46

HSBC Nominees (New Zealand) Limited - NZCSD3,872,3875.67

BNP Paribas Nominees (NZ Limited) - NZCSD829,8781.22

Accident Compensation Corporation - NZCSD3,229,5004.73

BNP Paribas Nominees (NZ) Limited 3,143,7534.60

SHAREHOLDER INFORMATION

Other Information

NZX WAIVERS

On 24 September 2018 an NZX Regulation decision was received by EROAD granting a waiver

from Rule 7.6.4(b)(iii) to the extent required to allow Steven Newman, the Chief Executive

Officer and an executive director of EROAD, the right to receive an interest free loan for the

purposes of acquiring shares in EROAD under the EROAD LTI scheme.

DISCIPLINARY ACTION TAKEN BY THE NZX

The NZX has not taken any disciplinary action against the company during the year ended

31 March 2019.

AUDITOR’S FEES

KPMG has continued to act as auditor of EROAD and its subsidiaries. The amount payable by

EROAD and its subsidiaries to KPMG as audit fees during the year ended 31 March 2019 was

$278,500. The amount of fees payable to KPMG for non-audit work during the year ended

31 March 2019 was $141,433. Note 4 in the Financial Statements section of this Annual Report

includes a detailed breakdown of auditor’s fees for audit and non-audit work.

DONATIONS

EROAD and its subsidiaries made donations totaling $9,503 during the year ended

31 March 2019.

CREDIT RATING

EROAD does not currently have a credit rating.

OTHER INFORMATION

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019129128
Asset Retention

Rate

The number of Total Contracted Units at the beginning of the 12

month period and retained as Total Contracted Units at the end of

the 12 month period, as a percentage of Total Contracted Units at

the beginning of the 12 month period.

AuditorKPMG

Companies ActCompanies Act 1993

CompanyEROAD Limited

Customer

Retention Rate

Asset Retention Rate excluding contraction in existing customer

Total Contracted Units when customer remained with EROAD.

DepotEROAD’s web-based platform that allows customers to manage

(and pay) their RUC, WMT and fleet management services.

EBIT before

non-operating

costs

Earnings before non-operating costs, interest and tax.

Ehubo, Ehubo2

and Ehubo 2.2

EROAD’s first and second generation electronic distance recorder

which replaces mechanical hubo-dometers. Ehubo is a trade mark

registered in New Zealand, Australia and the United States.

Electronic

Logging Device

(ELD)

An electronic solution that synchronises with a vehicle engine to

automatically record driving time and hours of service records.

EROADEROAD Limited, and where the context permits, includes its

subsidiaries.

® EROAD is a trade mark registered in New Zealand, Australia and

the United States.

Future

Contracted

Income

Future Contracted Income is the total revenue to be earned from

existing customer contracts in future periods.

FMCSAFederal Motor Carrier Safety Administration

Foodstuffs

North Island

A grocery and liquor retailers’ cooperative, which owns supermarket

retail franchises in the North Island of New Zealand.

FYFinancial year ended 31 March

GroupEROAD Limited and its subsidiaries

Heavy VehicleA truck, or a truck and trailer, weighing over:

• 3.5 tonnes in New Zealand (required to pay RUC);

• 12 tonnes in Oregon (required to pay WMT); or

• 4.5 tonnes in Australia

Glossary

GLOSSARY

International Fuel

Tax Agreement

(IFTA)

A cooperative agreement between all states (excluding Alaska and

Hawaii) of the United States, and the Canadian provinces, designed

to make it simpler for inter-jurisdictional carriers to report and pay

fuel excise taxes, requiring only one fuel licence to operate across

multiple jurisdictions.

Listing RulesThe listing rules applying to the NZX Main Board as amended from

time to time.

New Zealand

Transport Agency

(NZTA)

A government entity, whose role is to provide a link between

government policy making and the operation of the sector. NZTA

aims to achieve better use of existing transport capacity, more

efficient freight and a resilient and secure transport network.

NZ GAAP or

GAAP

New Zealand Generally Accepted Accounting Practice.

NZ IASNZ equivalent of International Accounting Standards that prescribe

the basis for presentation of general purpose financial statements.

NZ IFRSNew Zealand equivalents to International Financial Reporting

Standards.

NZXNZX Limited.

NZX Main BoardThe main board equity security market, operated by NZX.

Recurring SaaS

Revenue Per Unit

The revenue EROAD expects to receive in future months from

existing Total Contracted Units from monthly charging of services,

monthly hardware rentals and current monthly rates of transaction

fees.

Road User

Charges (RUC)

In New Zealand, RUC is applicable to Heavy Vehicles and all vehicles

powered by a fuel not taxed at source. The charges are paid into a

fund called the National Land Transport Fund, which is controlled by

NZTA, and go towards the cost of repairing the roads.

SaaSSoftware as a Service, a method of software delivery in which

software is accessed online via a subscription rather than bought

and installed on individual computers.

TuboThe trailer version of the Ehubo1.

Total Contracted

Units

Total Contracted Units represents the total Units subject to a

customer contract and includes both Units on Depot and Units

pending installment.

Transport

Investments

Limited (TIL)

One of New Zealand’s leading domestic freight and logistics

companies.

UnitAn EROAD device.

Units on DepotThe number of EROAD devices installed in vehicles and subject to a

customer contract.

Weight-Mile Tax

(WMT)

A mileage-based tax imposed on Heavy Vehicles according to a

combination of the number of axles and/ or combined weight of

the vehicle and the number of miles driven in Oregon, USA.

GLOSSARY

EROAD ANNUAL REPORT 2019EROAD ANNUAL REPORT 2019131130CONTACT DETAILSKEY DATES
This Annual Report is dated 28 May 2019

and is signed on behalf of the Board of

EROAD by:

Steven Newman • Chief Executive Officer

Graham Stuart • Chairman

KEY

DATES

01 August 2019

Annual Shareholders Meeting

30 September 2019

Financial Half Year End

22 November 2019*

Half Year Results Announced

31 March 2020

Financial Year End

*Proposed date

Global Head Office

and ANZ Headquarters

260 Oteha Valley Road,

Albany, Auckland

New Zealand

0800 437 623

www.eroad.co.nz

North American

Head Office

7618 SW Mohawk Street

Tualatin, OR 97062

USA

1 855 503 7623

www.eroad.com

Australia

Level 36, Tower 2

Collins Square

727 Collins Street

Docklands, VIC 3008

Australia

1800 437 623

www.eroad.com.au

Take heed telematics companies,
EROAD got it right and deserves

to have a higher market share.

Highly recommend—you won’t

be disappointed!

Myles Transportation

EROAD Customer, USA

WWW.EROADGLOBAL.COM/INVESTORS

---

1
FULL YEAR RESULTS 2019

INVESTOR

PRESENTATION

Ken Eyre

Senior Manager – Product Support & Fulfillment

EROAD North America

IMPORTANT INFORMATION
The information in this presentation is of a general nature

and does not constitute financial product advice, investment

advice or any recommendation. Nothing in this presentation

constitutes legal, financial, tax or other advice.

This presentation may contain projections or forward-looking

statements regarding a variety of items. Such projections or

forward-looking statements are based on current expectations,

estimates and assumptions and are subject to a number of risks,

uncertainties and assumptions.

There is no assurance that results contemplated in any

projections or forward-looking statements in this presentation

will be realised. Actual results may differ materially from those

projected in this presentation. No person is under any obligation

to update this presentation at any time after its release to you

or to provide you with further information about EROAD.

While reasonable care has been taken in compiling this

presentation, none of EROAD nor its subsidiaries, directors,

employees, agents or advisers (to the maximum extent

permitted by law) gives any warranty or representation

(express or implied) as to the accuracy, completeness or

reliability of the information contained in it nor takes any

responsibility for it. The information in this presentation has not

been and will not be independently verified or audited.

SIGNIFICANT CHANGE IN ACCOUNTING STANDARDS AND

RESTATEMENT OF COMPARATIVES

Adoption of NZ IFRS 15 Revenue from Contracts with

Customers and NZ IFRS 16 Leases had a significant impact on

the way the Group recognises revenue and related costs for its

customer contracts.

All comparative numbers (GAAP and non-GAAP) and growth

rates referred to in this presentation refer to restated balances.

Further disclosure on the change and impact on prior

year comparatives are disclosed in note 2 to the Financial

Statements and in the appendix to this presentation.

01

02
1

ANZ

Momentum continues

in New Zealand

2

ANZ

Australia re-launch

3

NA

Focussed plan for

run-rate business, first

major enterprise rolling out

4

Global

Major investment

in leadership

5

Global

Investing for

next growth phase

• Solid growth continues for

the run-rate business in

small-medium (SMB) fleets,

via both new customers

and upgrades.

• Health & safety offering

continues to drive growth

into lighter vehicle segment.

• Re-launch plan successfully

implemented.

• Launched specific products

to address Australian

regulations leading to

encouraging pipeline and

inclusion in funding trials.

• Moved to geo-vertical

strategy to build a highly

focussed and sustainable

run-rate business in SMB

space.

• Targeting enterprise

customers on a selective

basis.

• Contracted largest

customer to date, one of

the largest privately owned

fleets in NA.

• EROAD made a major

investment in leadership

during FY19.

• The executive team is

now fully established

and positions EROAD for

continued growth across all

markets.

• Substantial investments to

enable scalable systems,

processes, improved

customer service and

operating leverage.

• The established growth

incubators for regulatory

trials, data insights and

new ventures are gaining

traction across all markets.

A year of good progress delivers double-digit growth

03
Complexity made simple through EROAD’s one platform

EROAD’s in-vehicle telematics solution (Ehubo) collects data from the vehicle which is then transmitted via a

secure cellular link and appears in a cloud-based web portal (Depot), for customer access and easy reporting

REGULATORY

+

COMMERCIAL

Vehicle Records

Automatically

generate and

submit required

trip data as well as

integrated DVIR

reporting

Driver Management

Useful information

directly to drivers

that helps reduce

speed, harsh braking

and incidents.

Health & Safety

Detailed reports

on individual driving

behaviours, safety

incidents and trends

for objective

data-driven coaching.

Road Funding

EROAD’s superior

accuracy and reliability

is why government

agencies accept

reports generated

through our systems.

Fleet

Management

Reduce your driving

costs and improve

service levels across

any vehicle, fleet

size or industry.

Vehicle Health

Service Record

History & Outsourced

Repair Service Access

Communication

Our systems

were designed

to reduce

paperwork,

making them

really easy to use.

Data Analytics

We believe the

people who use the

roads, should

influence the design,

management

and funding of the

roads.

04
Heavy Vehicles

120k

Light Commercial Vehicles

500k

NEW ZEALAND

Heavy Vehicles

700k

Light Commercial Vehicles

2.9m

AUSTRALIA

IFTA & IRP Services

2.9m vehicles

ELDs HOS Interstate only

3m vehicles

NORTH AMERICA

Oregon WMT

306k vehicles

USA Intrastate, Canada, Mexico

ELD and

Hours of Service

Road User Charges

CURRENT MARKETSFUTURE MARKETS

EROAD 11.3%

EROAD is operating in a

large and growing

Total Addressable Market (TAM)

TOTAL

NZ MARKET

(620k Vehicles)

05
EXECUTIVE TEAM

TOP (left to right) Matt Dalton, Norm Ellis, Tony Warwood, Steven Newman, Alex Ball, Pip Gilbert

BOTTOM (left to right) Mike Sweet, Jarred Clayton, Mark Heine, Genevieve Tearle

Steven Newman

Chief Executive Officer

Alex Ball

Chief Financial Officer

Jarred Clayton

Chief Technology Officer

Matt Dalton

EVP Operations

Norm Ellis

President - NA

Pip Gilbert

EVP Strategy

Mark Heine

EVP General Counsel

Mike Sweet

Chief People Officer

Genevieve Tearle

Chief Marketing Officer

Tony Warwood

General Manager - ANZ

EROAD made a

major investment in

leadership during FY19

The executive team is now fully

established and positions EROAD for

continued growth across all markets

06
EROAD fleet tracking

is fantastic. It’s creating

more and more

information that’s really

beneficial to our fleet.

Crown Relocations • New Zealand

RESULTS

SUMMARY

07
+24%

TOTAL

CONTRACTED

UNITS

+17%

FUTURE

CONTRACTED

INCOME

+40%

REVENUE

+48%

EBITDA

Continued strong growth

across our key metrics

08
* Previously Reported FY18 metrics were as follows: Revenue $51.5m; EBITDA $15.0m; FCI $92.8m

** EBITDA is a Non-GAAP measure representing Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA).

*** The definition of the Non-GAAP measure, Future Contracted Income has been amended to align with changes as a result of the adoption of NZ IFRS 15 and NZ IFRS 16. Future Contracted Income includes all contracted Software as a Service (SaaS) revenue that will be recognised as revenue in future periods.

+40%

+48%+17%+24%

10

----

20

30

40

50

60

70

FY18*FY19

5

10

15

20

FY18*FY19

20

40

60

80

100

120

FY18*FY19

20

40

60

80

100

FY18*FY19

$

43.8m

$

61.4m

$

10.5m

$

100.5m

$

117.4m

77.6

k

96.4

k

$

15.6m

FUTURE

CONTRACTED INCOME***

TOTAL

CONTRACTED UNITSREVENUEEBITDA**

09
Strong growth in both

revenue and EBITDA

despite investment in

capability, strategic

initiatives and re-launch

into Australia

FY19

FY18% change

Revenue ($000’s)61,35243,76640%

EBITDA* ($000’s)15,63310,54548%

EBITDA margin25%24%1%

Net Profit/(Loss) After Tax ($000’s)(4,915)(3,457)(-42%)

Total Contracted Units**96,39077,60024%

Future Contracted Income (FCI) ($000’s)117,411100,45817%

Asset Retention Rate***94.4%95.8%(-1.4%)

Customer Retention Rate****98.5%98.5%0%

The Group has changed method for

calculating retention in order to provide a

more useful understanding when combined

with other reported SaaS metrics.

* EBITDA is a Non-GAAP measure representing Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA).

** Total Contracted Units - Total Contracted Units represents the total units subject to a customer contract and includes Units on Depot and units pending installation

***Asset Retention Rate - The number of Total Contracted Units at the beginning of the 12 month period and retained as Total Contracted Units at the end of the 12 month period, as a

percentage of Total Contracted Units at the beginning of the 12 month period.

****Customer Retention Rate - Asset Retention Rate excluding contraction in existing customer Total Contracted Units when customer remained with EROAD.

FINANCIAL PERFORMANCE

10
Strong EBITDA growth in established markets, partly offset

by Australian market entry and higher Corporate costs

($m)

FY19

FY18Movement

ANZ 2 7. 3 22.1 5.2

North America 0.4 (3.4) 3.8

Corporate & Development* (12.0)(4.9) (7.1)

Elimination of inter-segment EBITDA* (0.1)(3.3) 3.2

EBITDA 15.6 10.5 5.1

EBITDA MARGIN25%24%1%

* Corporate & Development EBITDA losses were lower in FY18 due to higher intercompany margins

on internally manufactured units, with corresponding higher elimination of inter-segment EBITDA.

FY19 EBITDA (NZ$M)

ANZ

• Growing penetration of light vehicles.

• Strong renewal and upgrade activity with over 8k

units renewed (40% of which upgraded to Gen2

hardware).

• Start-up costs ahead of revenue with HY2 re-launch

into Australian ($1.2m).

NORTH AMERICA

• EBITDA positive for first time in FY19.

• Tight focus on key geographies and verticals where

EROAD has competitive advantage.

• First enterprise account win late in FY19 so did not

contribute significantly to FY19 results.

CORPORATE

• Increased operating expenses as EROAD executes

on strategic initiatives signalled in FY18 equity raise.

• R&D spend increases (refer to slide 14).

• Significantly lower intercompany sales & EBITDA as

a result of outsourced manufacturing.

• Group operating expense bridge is provided on

slide 15.

11
$

66.5m

ANNUALISED MONTHLY RECURRING REVENUE*

Annualised SaaS Revenue

$

55.10

MONTHLY SAAS ARPU

FY18: $54.30

94.4%

ASSET RETENTION RATE**

Continued high retention

SaaS Revenue 94%

Grant revenue 1%

Other revenue 1%

Transaction fee revenue 4%

REVENUE

COMPOSITION

Software as a service (SaaS) revenue

represents revenue earned from

customer contracts for the sale or rental

of hardware, installation services and

provision of software services.

Transaction fee revenue relates to the

collection of Road User Charges (RUC) fees.

SALES DYNAMICS

* Annualised Monthly Recurring Revenue – from Glossary

** The number of Total Contracted Units at the beginning of the 12 month period and retained as Total Contracted

Units at the end of the 12 month period, as a percentage of Units on Depot at the beginning of the 12 month period.

EROAD driven by recurring SaaS revenue

12
Unit growth moderated YoY:

less large enterprise deals in

ANZ and post NA ELD deadline

UNIT VOLUMES

2016201720182019

2,216 2,052 2,420 1,892 2,473 3,204 1,835 1,975 3,090 4,773 4,777 5,264 2,591 2,851 3,271 2,890

897

271

796

547

422

378

392

409

1,321

2,313

5,076

2,945

1,581

1,617

1,104

2,885

3,113

2,323

3,216

2,439

2,895

3,582

2,227

2,384

4,411

7,086

9,853

8,209

4,172

4,468

4,375

5,775

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

ANZ

North America

• ANZ unit growth:

FY19 11,603; FY18 17,904 units.

• NA unit growth:

FY19 7,187; FY18 11,655 units.

• Record FY18 in both markets due to

introduction of regulatory change (NZ Health

& Safety and NA ELD Mandate)

• ANZ sales growth lower due to less enterprise

deals compared to FY18, which had included

roll out of some of EROAD’s largest customers

to date. However, enterprise does continue to

contribute solid growth (reached 40% of NZ

unit base).

• NA sales growth slower than FY18, which was

boosted by pre-ELD deadline activity.

• NA sales picked up in Q4 FY19 with initial

units being dispatched to first large enterprise

account.

13
SAAS COST METRICS

10%

-

15%

20%

25%

30%

26%

16%

10%

22%

14%

8%

Expensed R&D

Capitalised R&D

Total R&D

FY18FY19

18%

17%

6%

5%

24%

22%

FY18FY19

CAC Capitalised

CAC Expensed

Total CAC

5%

-

10%

15%

20%

25%

FY19FY18

5.0%

4.6%

Costs to Service & Support

6%

4%

2%

-

R&D as % of Revenue

CTS* as % of RevenueCAC* as % of Revenue

• Reductions in CAC* and CTS* were more pronounced if the

impact of Australian market re-launch were stripped out.

• Increased operating leverage expected from FY21 due to

realisation of system and process transformation benefits.

*Customer Acquisition Costs (CAC) & Costs to Service & Support (CTS) are non-GAAP

measures and are defined in the glossary in the appendix to this presentation.

CAC, CTS and R&D all

reduced as a % of revenue

14
RESEARCH AND DEVELOPMENT EXPENDITURE

20152016201720182019

R&D ExpensedR&D Capitalised

$

6.2m

$

8.0m

$

8.7m

$

6.8m

$

8.3m

$

2.1m

$

3.5m

$

4.0m

$

4.5m

$

5.1m

$0.0m

$2.0m

$4.0m

$6.0m

$8.0m

$10.0m

$12.0m

$14.0m

KEY RELEASES

ON-GOING DEVELOPMENT

AND FUTURE FOCUS

New Zealand

• ETrack Wired

(discreet asset tracker

for powered assets)

• Proof of Service

(linking auxiliary input

& GPS location)

Australia

• Fringe Benefit Tax solution

North America

• OBDII connection to

enable ELD compliance

for mixed fleets

• Rulesets and

enhancements to support

NA market (e.g. Oil & Gas

ruleset)

• Enhancements and

integration capability

to enable enterprise

customer base

Global

• Upgrading Ehubo2 to

enable compatibility with

4G networks

• Continued development of

rulesets and enhancements

to support NA market

• Continued development

of features to support

Australian re-launch (e.g.

upcoming launch of Fuel

Tax Credit solution)

• Investment in platform

scalability and

maintenance for future

growth

• Next-generation in-cab

experience and supporting

technology selection

• Next-generation SaaS

platform for the most

intuitive experience

Investment in product R&D increased during FY19 reflecting increased product offering and expansion into new markets

15
OPERATING EXPENSES

$

5.3m

$

0.5m

$

1.7m

$

0.7m

$

0.7m

$

0.4m

$

0.5m

$

1.4m

$

0.7m

$

0.6m

$

45.7m

$

33.2m

FY18FY19

SCALECAPABILITY

NEW

MARKETS

STRATEGIC

INITIATIVES

Personnel

expenses

Other

Employment

SaaS

COS

Sub-contractors

Sales and

Marketing

AU Market

Evaluation

Software

and Systems

Professional

Services

Expensed

Install

Other

-

$5.0m

$10.0m

$15.0m

$20.0m

$25.0m

$30.0m

$35.0m

$40.0m

$45.0m

$50.0m

Increase in operating expenses due to increased scale, investment in capability, entry in Australia and other strategic initiatives

16
It’s all about driving

safely and getting home

safely. That’s why you

should have EROAD.

AUSTRALIA AND

NEW ZEALAND

Machinery Movers • New Zealand

17
8000% record

retention

+19%

Growth in Units in ANZ

8,000+

RECORD RENEWALS

Units renewed (of which 3,000+ upgraded to Gen 2)

Launched

Fringe Benefit Tax

EROAD Product in Australia

$2 7. 3m

EBITDA

46%

HT RUC $ IS COLLECTED

through EROAD technology in New Zealand

Australian

Market Re-launch

Initial re-launch initiatives according to plan

ANZ: Continued solid growth

18
EROAD’s customer base

classified as enterprise

40%

New Zealand

• ANZ EBITDA of $27.3m

• Continued solid growth in the SMB

run-rate business.

• Largest customers continue to get larger.

Approximately 40% of EROAD’s customer

base in NZ is now classified as enterprise.

• Light vehicle and asset tracking markets

continue to grow, reflecting Health &

Safety regulatory trends and customers

recognising the commercial benefits of

telematics.

• High number of renewals (8k+) and

upgrades (3k+) to second generation

hardware.

• NZ generates significant operating cash

flows which funds R&D investment and

expansion of newer markets.

NZ MARKET SUMMARY

EROAD Units in New Zealand • May 2019

all HT RUC Licences

issued through EROAD

54%

19
1

Grow through retention and

account expansion

2

Continue expansion into safety

conscious market

3

Leverage network into new

opportunities

• Provide upgrade pathways and value added

services to increase lifetime value.

• Future product releases focused on next

generation experiences.

• Leveraging our ease of use, reliability and

market penetration.

• Continue to amplify demand generation.

• Leverage new and existing partnerships to

increase sales across their customer bases.

• EROAD will consider opportunities to create

and/or obtain innovative / complementary

product offerings.

• Develop new products and services using

network insights and in collaboration with our

customers and stakeholders.

NZ Go-to Market Summary

NZ MARKET SUMMARY

20
Australia

Progressing to plan

9Investments made to establish a solid

foundation, including a comprehensive

market review.

9Initial hires into Australian based

sales team.

9Australian FBT and posted speed

products launched.

9Australian marketing campaigns and

lead generating activity commenced.

9Management is encouraged by

early interest and pipeline.

Market Opportunity

• Chain of Responsibility regulatory changes

driving higher adoption rates for telematics

in Australia.

• Testimonials are highly referenceable

Trans-Tasman.

• EROAD is leveraging capabilities and

resources in its NZ business, requiring

significantly lower market entry investment.

AU MARKET SUMMARY

EROAD Units in Australia • May 2019

21
1

Build sustainable run-rate

business in SMB space

2

Pursue selective enterprise

opportunities

3

Manage cost base for efficiencies

in growth

• Focused on underserved market segments

with product-market fit.

• Near term product releases dictated by high

value opportunities to deliver ROI.

• Leveraging our accuracy, ease of use and

reliability.

• Leverage NZ reference accounts into parent

companies and areas of industry strength.

• Position EROAD to take advantage of rapidly

evolving compliance burden on businesses

that operate fleets.

• Leverage NZ operations to accelerate an

efficient operating model.

• Amplify leading service and support.

AU Go-to Market Summary

AU MARKET SUMMARY

22
With EROAD, we have

not had even a single

Hours-of-Service

violation.

It’s a great deal simpler

to use than any of the

30 other products we

tested. It takes most

drivers 15 minutes to

learn to operate it.

JAS Trucking • USA

NORTH

AMERICA

23
+40%

Growth in NA Units

EBITDA

Positive

NA positively contributing to group

EBITDA & operating cash flows

First Enterprise

Account Win

Approx. 4.9k units signed in March 2019

Refined

Geo-vertical Focus

Focussing sales, marketing

and R&D investment

Strengthened Local

Management

Strengthened local management

team to drive further growth

#1 Rated ELD

by users on ELDratings.com

and #2 by independent reviewer

North America: Moving to the next phase

24
North America

• Achieved 20k unit milestone

in August 2018.

• EROAD’s US business is now producing

positive operating cash flow and EBITDA

on a monthly basis.

• First significant enterprise fleet signed

– one of the largest privately owned

fleets in North America, requiring approx.

4,900 units (full benefits will be realised

in FY20). This expands our addressable

market beyond our market entry target of

<200 vehicles per fleet.

• We continued to grow the underlying

SMB run-rate business through a more

focussed geo-vertical go-to-market

strategy.

• Future potential enterprise opportunities

will be evaluated to ensure there is strong

product and customer fit.

• EROAD is playing selectively in the US

AOBRD to ELD transition (required by

Dec 2019) where there is a strong product

fit and limited bespoke R&D development

necessary.

2014

2017

2015

2019

25
1

Build sustainable run-rate

business in SMB space

2

Pursue selective

enterprise opportunities

3

Consider strategic

growth opportunities

• Tightly focussed geo-vertical approach.

• Near term product releases dictated by

geographic and vertical focus.

• Leveraging our accuracy, ease of use

and reliability.

• Establishing our demand generation framework.

• Third party telemarketing.

• Large enterprise account win provides strong

reference account for larger prospects.

• Selectively targeting enterprises, only where a

close fit exists with minimal requirements for

customisation.

• During 1H19, actively pursued target which didn’t

eventuate following detailed due diligence.

• EROAD will continue to consider inorganic

growth opportunities to broaden customer base

or introduce innovative and complimentary

offerings.

NA Go-to Market Summary

NA MARKET SUMMARY

26
Telematics landscape continues to evolve post ELD deadline

NA MARKET SUMMARY

PRE DEADLINEDEADLINE

(DEC ‘17)

POST DEADLINEUPCOMING

(NEXT 3 YEARS)

• Late adopters

• Price key rather than value

• Compliance focused users

• Focused on being compliant

by deadline

• Final rule compliance date:

Dec-17 (excluding AOBRDs)

• Enforcement deadline:

Apr-18 (excluding AOBRDs)

• Return to value focus

• Buyers’ remorse

• In cab vs tablet functionality,

complexity, compliance

• Value selling over price

and simple compliance

• Intra-state adoption of ELD

• AOBRD users transition

to ELD by Dec-19

• Fleets wanting to leverage

telematics beyond ELD

• State and federal regulators

looking at telematics solutions in

the electronic road charging space

27
FY20

OUTLOOK

Heather Woodruff

Customer Success & Service Manager

EROAD North America

28
NZ

Continuation of unit growth

levels in NZ market.

Health and safety offering driving

expansion in light commercial vehicles.

AU

Initial review of Australian market re-launch

and increased sales traction providing a more

meaningful contribution to unit growth on a

monthly basis by HY1 FY20.

Start-up investment to run ahead of revenue

in the near to medium term (but lower level

investment than for a new market entry).

NA

Unit and revenue growth driven by large

enterprise account roll out over HY1 and

continued geo-vertical focus to build

sustainable run-rate business in SMB space.

Strategic growth

investment

Investment in business systems and

process transformation project to enable

business to scale more efficiently and

improve customer experience.

R&D Levels

Expected to remain at similar % of revenue

to support development of next generation

SaaS platform, as well as ongoing investment

in features, rule-sets and enhancements to

support continued growth

Regulatory telematic

opportunities

Overall regulatory telematics in AU and

NA continues to develop positively,

creating opportunities in the 3 year

timeframe.

FY20 Outlook: Continued growth in established markets to fund Australian expansion and R&D

29
New Zealand

• Continued focus on

health and safety

• Strong expansion in light vehicle fleets

• Customers upgrading from Gen 1 to Gen

2 in vehicle hardware

Australia

• Regulatory requirements such as chain of

responsibility driving adoption in Australia

• Growth in Trans-Tasman fleet adoption

• Increased effectiveness of sales and

marketing following team build

North America

• Regulatory changes have opened

new opportunities

• Selective AOBRD opportunities and

continue to build sustainable run-rate

business

• Change in mindset from ELD compliance

to value-added solutions


VMT pilots e.g. I-95

OPPORTUNITIES BY MARKET

29

30
Insights

& Predictions

Customer

Solutions

Connected

Devices

Build out SaaS features

and interventions

Partner to meet

market needs

Develop Insights

capabilities

Collecting

and Providing

Data Feeds

Telematics and

Tax Software

Truck and

Trailer hardware

TODAYFUTURE

AREAS OF STRATEGIC GROWTH

Strategic growth expected from data, new features and partnering

30

31
NEXT CHAPTER

GLOBAL TRANSPORT

ChallengesSolutions

EROAD

AccountabilityChain of Responsibility

Human Interface

Health & Safety and

Driver Fatigue Management

Impact, Maintenance

Monitoring, MOT Compliance

Vehicle Health

Road Tax Suite for

Fuel and Mileage

Infrastructure Funding

32
With EROAD, we’re

realizing fuel tax savings

of at least $200,000

annually based on

accurately capturing


off-road mileage.

The ROI on EROAD was

almost immediate.

Recoil Oilfield Services • USA

Q&A

33
APPENDICES

Carolyn Glasson

Key Account Manager, Sales

EROAD New Zealand

34
YEAR ENDFY19FY18Movement

Revenue61.443.817.6

Expenses(45.7)(33.2)(12.5)

Earnings before interest, taxation, depreciation and amortisation15.610.55.1

Depreciation of Property, Plant & Equipment(6.6)(5.4)(1.2)

Amortisation of Intangible Assets(6.5)(5.6)(0.9)

Amortisation of Contract and Customer Acquisition Assets(4.9)(3.7)(1.2)

Earnings before interest and taxation(2.3)(4.1)1.8

Finance Income0.00.1(0.1)

Finance Expense(2.8)(1.9)(0.9)

Net Financing Costs(2.8)(1.8)(1.0)

Profit/(loss) before tax(5.1)(5.9)0.8

Income tax (expense) benefit0.22.4(2.2)

Profit/(loss) after tax for the year attributable to the shareholders(4.9)(3.5)(1.4)

Other comprehensive income(1.1)(0.2)(0.9)

Total comprehensive income/(loss) for the year(6.0)(3.7)(2.3)

Statement of Income (NZ$m)

APPENDICES

35
YEAR ENDFY19FY18Movement

Cash16.121.9(5.8)

Restricted Bank Account12.79.53.2

Other15.115.2(0.1)

Total Current Assets43.946.6(2.7)

Property, plant and equipment33.923.810.1

Intangible assets33.129.93.2

Costs to acquire and Contract Costs4.83.81.0

Other7. 57.00.5

Total Non-Current Assets79.364.514.8

TOTAL ASSETS123.2111.112.1

Payables to NZTA and ODOT12.59.43.1

Contract liabilities10.010.2(0.2)

Borrowings34.626.58.1

Other liabilities14.88.36.5

Total Liabilities71.954.417.5

NET ASSETS51.356.8(5.5)

Balance Sheet (NZ$m)

APPENDICES

36
YEAR ENDFY19FY18Movement

Cash flows from operating activities

Other operating cash flows1 7.17.110.0

Interest paid(2.8)(1.9)(0.9)

Net cash inflow from operating activities14.35.29.1

Cash flows from investing activities

Property, Plant and Equipment (including hardware assets)(10.8)(11.3)0.5

Intangible Assets(9.7)(6.8)(2.9)

Contract and Customer Acquisition Assets(6.8)(5.6)(1.2)

Net cash outflow from investing activities(27.3)(23.8)(3.5)

Cash flows from financing activities

Bank loans8.219.5(11.3)

Other financings cash flows(1.0)20.0(21.0)

Net cash inflow from financing activities7. 239.5(32.3)

Net increase/(decrease) in cash held(5.8)21.0(26.8)

Cash at beginning of the financial period21.90.921.0

Closing cash and cash equivalents (net of overdrafts)16.121.9(5.8)

Cash Flows (NZ$m)

APPENDICES

37
APPENDICES

Significant change in accounting standards

In addition to adopting the new revenue standard NZ IFRS 15,

EROAD has elected to early adopt the new lease standard NZ

IFRS 16.

Without early adoption of NZ IFRS 16, EROAD would effectively

be restating revenue again for the year ended 31 March 2020 on

adoption of the new lease standard.

The definition of a lease has been amended in the new lease

standard and EROAD’s contracts no longer meet the definition

of a lease.

Application of the new lease definition represents a significant

change in the way the company recognises revenue and costs

relating to its contracts with customers. Most significantly the

company no longer recognises revenues at the point of dispatch

to the customer from contracts for outright sales of EROAD

units, installation services, sale of accessories or entering finance

leases. EROAD now recognises these revenue streams over the

contract term, typically 3 years.

In addition there are more expenses recognised in the P&L due

to reduced capitalisation of customer acquisition costs allowable

under the new standards.

The changes in accounting align better with the recurring nature

of EROAD’s business and reported revenues and earnings now

more closely align to underlying operating cash flows.

A full description of the change in accounting standards can be

found in EROAD’s Half Year Report.

Comparative numbers have been restated. The table below

shows the restatement of comparative periods caused by these

changes in accounting standards.

Year ended 31 March 2018 ($m)

Previously ReportedRestatedChange

Revenue51.543.8(7.8)

EBITDA15.010.5(4.5)

Profit/(loss) before tax(1.5)(5.9)(4.3)

Total Assets113.2111.1(2.0)

Total Liabilities46.054.48.4

Total Shareholders Equity67. 256.8(10.4)

38
APPENDICES

• Automatic On Board Recording Device (AOBRD)

AOBRDs are electronic devices that can be used to automatically

record drivers’ hours of service.

• Depot

EROAD’s web-based platform that allows customers to manage

(and pay) their RUC, WMT and fleet management services.

• Electronic Logging Device (ELD)

An electronic solution that synchronises with a vehicle engine to

automatically record driving time and hours of service records.

• Ehubo1 and Ehubo2 (GEN1 and GEN2)

EROAD’s first and second generation electronic distance recorder

which replaces mechanical hubodometers. Ehubo is a trade mark

registered in New Zealand, Australia and the United States.

• Driver Vehicle Inspection Report (DVIR)

A report created by a driver identifying defects and safety risks to a

commercial vehicle.

• Heavy Vehicle

A truck, or a truck and trailer, weighing over:3.5 tonnes in New

Zealand (required to pay RUC); 12 tonnes in Oregon (required to pay

WMT); or 4.5 tonnes in Australia.

• International Fuel Tax Agreement (IFTA)

A cooperative agreement between all states (excluding Alaska and

Hawaii) of the United States, and the Canadian provinces, designed

to make it simpler for inter-jurisdictional carriers to report and pay

fuel excise taxes, requiring only one fuel licence to operate across

multiple jurisdictions.

• International Registration Plan (IRP)

An agreement between all states (excluding Alaska, Hawaii and

Washington D.C.) of the United States, and the Canadian provinces,

for the registration of inter-jurisdictional vehicles. Registration fees

are paid to a fleet’s base jurisdiction, which then distributes them

to other jurisdictions based on the miles travelled in each member

jurisdiction.

• Units on Depot

The number of EROAD devices installed in vehicles and subject to a

service contract with a customer.

• Units Pending Installation

The number of EROAD devices subject to a service contract with a

customer but pending Installation.

• Total Contracted Units (TCU)

Total Contracted Units represents the total Units subject to a

customer contract and includes both Units on Depot and Units

Pending Installation.

• Future Contracted income (FCI)

A non-GAAP measure which represents contracted Software as a

Service (SaaS) income to be recognised as revenue in future periods.

Note that this definition has changed from the previous period in

order to align with the change in adoption of NZ IFRS 15 and NZ

IFRS 16.

• Recurring Revenue

The Software as a Service (SaaS) revenues EROAD recognises on

a recurring monthly basis in accordance with the groups revenue

recognition policy.

Glossary

39
APPENDICES

Glossary contd.

• Annualised Monthly Recurring Revenue (AMRR)

Annualised monthly recurring revenues (AMRR) represents monthly

Recurring Revenue for the last month of the period (March),

multiplied by 12. It provides a 12 month forward view of revenue,

assuming unit numbers, pricing and foreign exchange remain

unchanged during the year.

• Monthly SaaS ARPU

Monthly Software as Service (SaaS) Average Revenue Per Unit is

calculated by dividing the total SaaS revenue for the year divided by

the total of the TCU balances at the end of each month during the

year.

• Costs to Acquire Customers (CAC)

Costs to Acquire Customers (CAC) are Non-GAAP measures of

costs to acquire customers. Total CAC represents all costs Sales

& Marketing related costs. CAC Capitalised includes incremental

sales commissions for new sales, upgrades and renewals which are

capitalised and amortised over the life of the contract. All other CAC

related costs are expensed when incurred and included within CAC

Expensed.

• Costs to Service & Support (CTS)

Is a non-GAAP measure of costs to Support and Service customers.

Total CTS represents all Customer Success and Product Support

costs.

• Asset Retention Rate

The number of Total Contracted Units at the beginning of the 12

month period and retained as Total Contracted Units at the end of

the 12 month period, as a percentage of Total Contracted Units at the

beginning of the 12 month period.

• Customer Retention Rate

Asset Retention Rate excluding contraction in existing customer

Total Contracted Units when customer remained with EROAD.

• Road User Charges (RUC)

Charges payable under the New Zealand Road User Charges Act

2012 in respect of the distance travelled by a RUC vehicle on a road.

In New Zealand, RUC is payable for heavy vehicles and all vehicles

powered by a fuel not taxed at source. The charges go towards the

cost of repairing roads.

• Weight-Mile Tax (WMT)

A mileage-based tax imposed on Heavy Vehicles according to a

combination of the number of axles and/or combined weight of the

vehicle and the number of miles driven in Oregon, USA.

• EBITDA

Is a Non-GAAP measure representing Earnings before Interest,

Taxation, Depreciation and Amortisation (EBITDA).

• EBITDA Margin

Is a Non-GAAP measure representing EBITDA divided by revenue.

40
EROAD Global Head Office and ANZ HQ

Albany, Auckland, New Zealand

Steven Newman

CEO

steven.newman@eroad.com

Alex Ball

CFO

alex.ball@eroad.com

THANK YOU

41
INTRODUCTION

TO EROAD

42
• This is why EROAD develops technology solutions

(products and services) that manage vehicle fleets,

support regulatory compliance, improve driver safety

and reduce the costs associated with driving.

• These solutions are delivered through a single platform,

making our products and services really easy to use.

• Mission Statement: Bravely solving complex

transportation problems, delivering intuitive solutions

that help our customers succeed.

EROAD believes

that every community deserves

safer and more productive roads.

About EROAD

43
EROAD: A global pioneer and thought leader in Regulatory Telematics

New Zealand reduction in speed

Frequency (events per 100km)

Driver Leaderboard

TM

Driver Login

TM

Posted Speed

TM

Overspeed Dashboard

TM

Drive Buddy

TM

47%

SPEED EVENTS

• EROAD was the first company to implement a nationwide

GPS-based electronic road user charging system (NZ, 2010).

• This has now collected NZ$2.5 billion dollars of Road User

Charges at no cost to the NZ government.

$

2.5b

RUC $ IS

COLLECTED

WORLD’S FIRST

IMPROVING SAFETY ON OUR ROADS260 STRONG AND GROWING

ACHIEVEMENTSTOTAL CONTRACTED UNITSWEEKLY ACTIVITY

24,94471,466

units in ANZ

Operations in New Zealand,

Australia, North America

• ANZ HQ in Auckland, NZ

• USA HQ in Portland, Oregon

units in NA

ANZ distance

travelled (km)

NA distance

travelled (km)

41.5

million

98.5%

Customer Retention Rate (to 31 March 2019)

excluding contraction and existing customer total contracted units when customer remained with EROAD

2 7. 3

million

44
Regulatory Telematics

Every country is looking to solve the same transport issues

How do we

pay for and

maintain

roading

infrastructure?

How do we

ensure vehicles

are fit for use?

How do we

improve health

and safety on

the roads?

How do we

best manage

driver fatigue?

45
New ZealandNorth AmericaAustralia

Market entry 2010

71,466 units (31 March 2019)

Market entry 2014

24,944 units (31 March 2019)

Market re-entry 2018

TAX

Road User Charges (RUC)

TAX

Weight Mile Tax (WMT)

International Fuel Tax (IFTA)

TAX

Fringe Benefit Tax (H1 FY19)

COMPLIANCE

Health and Safety

Electronic Logbook

Driver Vehicle Inspection (DVIR)

COMPLIANCE

Electronic Logging Device

(ELD) / HOS, DVIR

COMPLIANCE

Health and Safety

Chain of Responsibility

COMMERCIAL

Fleet tracking, telematics services

COMMERCIAL

Fleet tracking, telematics services

COMMERCIAL

Fleet tracking, telematics services

PILOTS

Oregon WMT Pilot (2012/2013)

California RUC Pilot (2017)

I-95 Multi-State Truck Pilot (2018/2019)

EROAD Regulatory Solutions

46
fi

fi

Banking/credit cards

Value-added services

Digital maps

Web services

Communications

Infrastructure (cloud)

Analytics

Global Cellular

Data Network

Internet

GPS

Data

Ehubo

Government approved electronic distance recorder

- Internal and external sensors

- Cryptographic module

- Tamper-evident

- Distance, time and location

Mobile Apps

Depot

Tax Compliance

Electronic RUC

AutoRUC

O‡road claims

Payment gateway

IFTA

Weight Mile Tax

Health & safety

Chain of Responsibility

Electronic Logbook

DVIR

ELD/HOS

Driver Health

Fleet Management

Fleet Tracking

Fuel Management

Idle Report

Messaging

Proof of Service

Pool Booking

Utilisation

Dispatch

User support

AWS secure

cloud hosting

and storage

Ehubo Gateway

Drivers

Enforcement

Carriers

Partners

EROAD’s end-to-end

technology platform

consists of:

• An asset hardware including

Ehubo, Asset Tracking and

other devices

• Cloud based, highly available,

SaaS platform called Depot

• Variety of mobile apps

• Online applications portal (SaaS)

• Bank grade payment gateway

• A regulatory interface

• Links to third party systems to

enable a partner ecosystem

Complexity

made simple

47
FLEET MANAGEMENT

2009 / Launch

2019 / Present

TAX COMPLIANCE

AUTO RUC

OFF-ROAD

CLAIMS

HEALTH & SAFETY

SAFETY EVENT

MONITORING

LEADERBOARD

DRIVER

INSIGHT

INTEGRATED

DVIR WORKFLOW

CHAIN OF

RESPONSIBILITY

SPEED

MONITORING

IFTA

EASY FILE

ELECTRONIC

IRP

ELECTRONIC

OREGON WMT

ELECTRONIC

OREGON RUAF

IFTA FUEL

TRIP RECORDS

EASY-TO-USE

ELD

FRINGE

BENEFIT TAX

DRIVER

CERTIFICATIONS

ELECTRONIC

LOGBOOK

EROAD

SHARE

E-TRACK

WIRED

PROOF OF

SERVICE

TRIP

INVESTIGATOR

PARTNER

INTEGRATIONS

DAILY FLEET

ACTIVITY

GEOFENCE

SITE ACTIVITY

FUEL

MANAGEMENT

IDLE

REPORT

SERVICE SCHEDULING

AND ALERTS

SERVICE

RECORD HISTORY

OUTSOURCED REPAIR

SERVICE ACCESS

DAILY DRIVER

ACTIVITY

EROAD’s Solution Suite

48
INTUITIVE IN-VEHICLE DEVICE

“It takes most drivers 15 minutes to learn to operate EHUBO.

We can even train older drivers not as comfortable with

technology in less than an hour.”

JAS Trucking

SIMPLIFIED COMPLIANCE

“Before we adopted EROAD, we prepared quarterly returns

manually, and it could take two weeks to get all of the information

and to recreate each trip. With EROAD it takes ten minutes.”

Hat Creek Construction & Materials

BEST-IN-CLASS CUSTOMER SERVICE

“The EROAD installation was the easiest and most successful

vehicle technology roll out in to the St.John fleet. This was due

to the flexibility of EROAD, their structured approach and their

seamless work”

St John Ambulance Services

EROAD delivers solutions that are really easy to use

99.966%

ALL IN ONE SOLUTION

“It’s reduced our overall fuel bill by approximately

20% and accident incident rates by 20%”

McConnell Dowell

SECURE, RELIABLE, ACCURATE

“With EROAD, we are saving a few thousand dollars per month

in administrative time for fuel tax reporting and realizing fuel

tax savings of at least $200,000 annually based on the ability to

accurately capture and track off road mileage.”

Recoil Oilfield Services

INDUSTRY-LEADING SERVICE UPTIME

“EROAD has made us more proactive in keeping the trucks safe.

Maintenance is simpler to manage and we’re able to keep on top

of things a lot more easily”

Conroy Removals

49
Take heed telematics

companies, EROAD got

it right and deserves

to have a higher

market share. Highly

recommend—you won’t

be disappointed!

Myles Transportation • USA

QUESTIONS

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.