Tyro Payments Limited
ANNUAL REPORT 2019
ABN 49 103 575 042
This Annual Report does not refer to, or contain, an offer of securities.
If any offer were to be made by Tyro a prospectus and an application
form would be made available at the time securities were offered if
required and any purchase of securities would require the completion
of the application form accompanying that prospectus.
REVIEW
• HIGHLIGHTS
• CHAIRMAN’S LETTER
• CEO’S OPERATIONAL + FINANCIAL REVIEW
DIRECTORS’ REPORT
• DIRECTORS’ REPORT
• AUDITOR’S INDEPENDENCE DECLARATION
FINANCIAL REPORT
• FINANCIAL STATEMENTS
• NOTES TO THE FINANCIAL STATEMENTS
• DIRECTORS’ DECLARATION
•
INDEPENDENT AUDITOR’S REPORT
ADDITIONAL INFORMATION
• ADDITIONAL INFORMATION FOR SHAREHOLDERS
• CORPORATE DIRECTORY
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TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
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Transaction volume
$17.5b
Revenue $189.8m,
+28% YOY
29,000+
customers
Net operating
income $83.3m,
+20% YOY
Highlights Integrated with
275+
POS/PMS solutions
133%
growth on
deposit balance
108%
growth on loan
originations
balance
Winner -
Highest Authorisation Approval Rate (Acquirer) and
Lowest Gross Fraud (Acquirer), Global Award Category,
Visa 2018 Global Service Quality Awards (GSQA)
5th largest
payments provider*
* In Australia amongst all banks when measured by EFTPOS terminals.
Source: APRA Authorised Deposit-taking Institutions Points of
Presence Database June 2018.
Alipay and
eCommerce
launch
Winner -
Best Payment Services Bank,
Australian Business Banking
Awards 2018
Net promoter score of
+34
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industry firsts
CHAIRMAN’S LETTER
Dear Shareholders
It is with a little sadness that I write my last letter to you as Chairman of Tyro. However, as I
mentioned at our Annual General Meeting back in October last year, the time is right, after more
than 11 years on Tyro’s Board, for me to pass the baton on. I make this decision with absolute
confidence in Tyro’s future and knowing that we could not have a safer set of hands to take the
baton than our Chair elect, David Thodey AO. David has been on the Board for 10 months now
and his transition to the Chairman role will be seamless.
Welcome David and I wish you and you all at Tyro every success. I take this opportunity to thank
my fellow Board Members, past and present, our executive and you our investors for their strong
support over the years.
Looking ahead, I have every confidence in the calibre of the executive team Tyro has assembled
over the years. They are a winning team with the experience, the ability and the energy to meet
the challenges and to capitalise upon the exciting opportunities ahead, in payments and the
broader world of banking.
THE YEAR IN A SNAPSHOT –
ANOTHER YEAR OF OUTSTANDING GROWTH
We had a particular focus in the 2019
financial year just passed upon delivering
customer facing initiatives. This saw Tyro
deliver features including:
transacted reaching
$17.5 billion (FY18: $13.4 billion);
• 28% increase in total revenues to
• 31% increase in the value of payments
• our e-commerce platform enabling us to
provide a single payment solution to those
of our merchants who also operate an
online sales channel;
• a fully integrated Alipay payments solution
giving Tyro merchants better access to
the significant and growing number of
Chinese tourists visiting Australia; and
• our market-first, cost saving, least cost
routing solution (‘tap & save’).
These initiatives and our continuing quest
to eliminate friction in payments saw Tyro
become the 5th largest Australian bank
in ‘card-present’ payments, measured by
EFTPOS terminal numbers.
In the CEO’s Review (see page 14), you can
see this past financial year was outstanding,
with strong growth in our core payments
operations and good progress in offering
our merchants a suite of business building
banking products that complement our
payments offering. Financial highlights
achieved in FY19 included:
$189.8 million (FY18: $148.2 million);
• 108% increase in loan originations
in the year totalling
$52.2 million (FY18: $25.2 million);
• 133% increase in deposit balances ending
the year at
$26.9 million (FY18: $11.6 million).
In line with our business plan, we generated
an EBITDA1 loss of $8.6 million (FY18: loss
$9.0 million) reflecting our continuing
investment in developing Tyro business
building products, our commitment to
attracting more businesses to the Tyro
ecosystem and our continuing investment in
team building. Consistent with our approach
at half-year a small component ($2.5 million)
of our investment in technology and product
development is capitalised in our Balance
Sheet as an intangible asset.
(1) EBITDA includes net interest margin generated from banking operations.
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AN OUTSTANDING TEAM
Financial Year 2019 was Robbie Cooke’s
first as Chief Executive. On behalf of us all,
I recognised his outstanding leadership, his
energy and the passion he has brought into
Tyro. We are extremely fortunate to have him
and such a highly talented and dedicated
multi-disciplinary team driving Tyro’s business.
Our results in FY19 are only possible when
BOARD CHANGES
Also, I acknowledge the significant
contribution in the year of my fellow Board
members and to record the changes to the
Board’s composition in FY19.
Early in the year and after 13 years of service
(including acting Managing Director until
March last year) our talented colleague Rob
Ferguson announced his retirement from the
Board. I pay tribute to the crucial role Rob
played over his long association with Tyro and
for the load he carried in transitioning us to
our current leadership.
Rob’s departure coincided with the
appointment in July 2018 of David Fite
bringing his extensive financial sector
experience to Tyro not only from his time as a
senior banking executive but also as an active
fintech investor.
In November 2018 David Thodey AO joined
Tyro as a non-executive director, bringing with
A POSSIBLE LISTING OF TYRO
Following an extensive five-year business
planning process undertaken in the
second-half of the year, with Tyro’s
executive team, the Board decided it might
be appropriate to investigate the possibility
of moving from our current non-listed
public company structure, to an ASX listing.
FY20 + BEYOND
We spent a great deal of time, particularly in
the second-half of the year planning for the
next five years. This included refreshing our
purpose, our mission and our vision as well
as setting goals and targets. In this process,
Tyro has explored the future looking deeply
you have passionate, energised and focused
team members who share a common sense
of purpose, a commitment to winning and
with a clear vision of what success looks like.
To Robbie and to all Tyros, I thank you for
the outstanding effort in FY19 and for your
individual part in driving Tyro’s success.
him a wealth of management, leadership and
technology experience. I am delighted that at
our Annual General Meeting in October, David
becomes Chairman of the Board.
In February 2019, Mike Cannon-Brookes, after
a significant nine years as a Board member,
stepped back from his role due to other
commitments. We are pleased Mike remains
as a significant shareholder in Tyro and on
behalf of Tyro I thank him for his commitment
and contribution at Tyro.
In April 2019 Hamish Corlett a principal of TDM
Growth Partners (also a major Tyro investor),
joined the Board as a non-executive director.
Hamish brings to the Board his extensive
finance and investment experience.
To all my colleagues who served on the Board
with me over the years, I say thank you one
and all, for what you have done for Tyro and
for your influence in its ongoing success.
As a result, we have appointed advisors to
assess the possibility of listing in the next
18 months but not earlier than November
2019 (subject to market conditions and other
relevant factors). We will keep shareholders
informed as our assessment progresses,
noting that there is no certainty that a listing
will necessarily occur.
at payments and more broadly at business
banking in Australia and beyond. As a result,
we have a clear set of business and project
priorities to position Tyro for continued strong
growth and success.
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TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION OUR RESULTS IN FY19 ARE ONLY POSSIBLE WHEN YOU
HAVE PASSIONATE, ENERGISED AND FOCUSED TEAM
MEMBERS WHO SHARE A COMMON SENSE OF PURPOSE.
In closing whilst I will say farewell to you as Tyro’s
Chairman at our Annual General Meeting on 15
October 2019, I look forward to continuing my
association with Tyro as a committed shareholder and
passionate advocate of our business. On behalf of all
your Tyro Directors, I look forward to joining you at the
AGM and presenting our FY19 results to you in detail.
If for any reason you are unable to attend our AGM in
person we will be providing an ability to ‘dial-in’ to the
meeting so you are able to benefit from the update.
Thank you for your support in FY19 and throughout my
time as Tyro’s Chairman.
Sincerely
Kerry Roxburgh
Chairman
Tyro Payments Limited
29 August 2019
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REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION
REVI EW DIRECTORS’ REPORT FINANCI AL R EPORT ADDITIONAL INFORMATION
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TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
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CEO’S OPERATIONAL + FINANCIAL REVIEW
It is my great pleasure to present Tyro’s operational and financial results for the 2019 financial
year. FY19 proved to be another successful year for Tyro, with a number of records set:
•
•
the value of payments transactions processed on our proprietary technology platform
increased by $4.1 billion (up 31%) with a record $17.5 billion in transactions processed by
us in the year;
the number of merchants who chose to trust Tyro with their payments requirements
increased by 25%, with close to 5,8001 additional merchants now benefiting from Tyro’s
leading payments solution;
• our revenue increased by $41.5 million (up 28%) to reach a record $189.8 million;
• our loan originations in the year reached an all-time high of $52.2 million – up 108% on
•
the prior year;
funds on deposit increased 133% - with $26.9 million on deposit with us at the end of the
financial year; and
• we became the fifth largest payments provider in Australia amongst all banks when
measured by EFTPOS terminal numbers as shown below2.
EFTPOS TERMINALS
JUN 2018
TERMINALS (‘000)
266
164
151
138
40
39
24
11
4
0
125
CAGR ‘14-’18
(%)
(1%)
6%
(4%)
4%
23%
11%
(8%)
n/a4
91%
n/a5
11%
CBA
ANZ
NAB
Westpac
Tyro
Bendigo
Suncorp
BOQ
Citigroup
Other ADIs
Non-ADIs6
Reflecting the continued investment in our team, our capabilities and initiatives to attract
more businesses to the Tyro ecosystem, and in line with our business plan, we generated an
EBITDA3 loss in FY19 of $8.6 million - a slight improvement on FY18’s $9.0 million loss.
Before analysing our FY19 result in more detail, I would like to provide some insight into what
makes Tyro different in the Australian payments and banking landscape.
(1) Using Merchant IDs as a proxy for our customer numbers. (2) APRA Authorised Deposit-taking
Institutions Points of Presence Database June 2018. (3) EBITDA includes net interest margin generated
from banking operations. (4) No 2014 data available. (5) Off of a base of 1 terminal. (6) Estimate derived
from total terminal market data. Source APRA; AusPayNet.
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TYRO’S PURPOSE,
VISION + ECOSYSTEM
As a values driven tech company providing
payments and banking solutions to Australian
business, Tyro is perfectly placed to offer a
much-needed alternative to the traditional
incumbents. Our DNA is different to the
rest of the pack in a number of important
respects including:
• we have a long and successful track-record,
having established our operation some 16
years ago in the payments segment and have
developed deep payments domain knowledge
and expertise;
•
four years ago, we applied for and were
granted an unrestricted Australian Banking
Licence – the first new local entrant to the
banking sector in a decade - well before the
‘neo bank’ phenomenon.
• we have always had a plan and the
determination to establish a payments and
banking solution purpose built for Australian
business, particularly in the long neglected
(by this country’s major banks) small and
medium enterprises segment;
• our ability to solve the friction points
experienced by business in payments and
banking stems from the fact that we are a
tech driven enterprise with approximately half
of our team being technology professionals;
• our plan has always been to stay niche and
nimble with a payments centricity – designing
banking and other value adding services
around our payments core – as represented
by the Tyro ecosystem ‘flywheel’ below.
Loans
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Card
Prese n t
Brand
Platform
*Future product features
We believe these attributes perfectly position
Tyro to live true to its purpose of
setting businesses free to get on with business
by simplifying payments and banking.
THE YEAR IN REVIEW
The 2019 financial year saw our business perform
strongly both in our payments core and in our
value adding offerings, loans and deposits.
Our payments business processed $17.5 billion in
transactions on behalf of our merchants, a lift of
31% on the prior year (FY18: $13.4 billion) - with
our growth accelerating beyond the 26% year-
on-year performance in FY18 and outpacing our
5-year compound annual growth rate (CAGR)
of 27%. As mentioned earlier we added close
to 5,800 net new merchants to our payments
business, taking the total number of merchants
trusting Tyro with their payments requirements to
more than 29,000 – a 25% increase on FY18 and
also outpacing our 5-year CAGR of 23%.
Our merchant cash advance offering continues
to display a very promising growth profile and
is achieving strong repeat usage. Since product
inception (three years ago) we have originated
more than $88.5 million in loans of which $52.2
million were originated in FY19, a 108% lift on the
prior year (FY18: $25.2 million).
Similarly, strong growth (recognising the
relatively low base) has been achieved by our
Tyro Bank Account. This fee-free and interest
paying business transaction deposit account
achieved strong momentum with more than
2,400 active accounts in existence at year’s end,
representing an 87% increase on prior year (FY18:
1,285 active accounts).
The strong performance of these three product
streams in combination saw our revenue in FY19
increase by $41.5 million (up 28%) reaching a
record $189.8 million (FY18: $148.2 million).
Our operating expenses increased 19% to $103.5
million reflecting continuing investment in our
team and capabilities, brand, and customer
acquisition / retention. Employee expenses
represented the largest cost increase lifting
$7.4 million, reflecting in part an additional 69
personnel joining the Tyro team by year’s end.
Our marketing spend lifted 65% to $4.8 million
which contributed to lifting our prompted
brand awareness to 10%. Consistent with our
approach at half-year a component ($2.5 million)
of our investment in technology and product
development has been capitalised which appears
on our balance sheet as intangible assets.
SETTING BUSINESSES FREE TO GET ON WITH BUSINESS
BY SIMPLIFYING PAYMENTS AND BANKING.
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THE YEAR IN REVIEW (cont’d)
Our business remains well positioned with total
cash and investments of $68.8 million held
at the end of the financial year (FY18: $85.5
million). Our total regulatory capital balance
also remains strong at $79.3 million (FY18:
$96.5 million) and our capital ratio is very
healthy at 92% (FY18: 139%). The capital ratio
decline is partially due to the more efficient
use of capital as we continue to see increased
take up of our merchant cash advance by our
core customers.
BANKING OPERATIONS
Whilst still in a ‘build-out’ phase our two
banking products are growing strongly
albeit from small bases. These products are
designed to complement our payments
offering and provide our merchants innovative
ways to meet their transactional and
unsecured lending needs. We have a strong
conviction that these banking solutions
meaningfully enhance the overall value
proposition we offer to our merchants.
PAYMENTS
Addressing our payments operation in a little
more detail, as mentioned, we saw very strong
growth in our merchant numbers increasing
from 23,245 to 29,031 at the end of FY19.
A number of factors assisted in achieving this
outcome, including:
• a focus on merchant satisfaction and
retention levels which successfully reduced
our merchant churn from 13.0% to 11.7%;
• an increase in our direct integration efforts
with our Point of Sale (POS) and Practice
Management System (PMS) partners.
At the end of the financial year we had
a segment leading 275 POS and PMS
partners working with us (FY18: 257), with
all these systems integrating seamlessly
with our payment terminals; and
• a continuing focus on customer
acquisition which saw new merchant
applications increase 27%.
As mentioned the value of transactions
processed on our platform grew an
impressive 31% with $17.5 billion in card
transactions processed in the 12 months
to 30 June 2019 (FY18: $13.4 billion). We
achieved an all-time record in monthly
transaction values in December 2018 with
$1.7 billion being processed in that month
alone. Pleasingly, even with these volume
increases, our ongoing transaction reliability
to our merchants remained at a high of
99.99% uptime availability for our core
acquiring platform.
These factors combined to drive a very
strong revenue outcome from our payments
operation of $183.7 million, up 28% (FY18:
$143.0 million).
DEPOSITS
Our Tyro Bank Account is a fee free interest
bearing transactional account. As at 30 June
2019 we had 2,401 active Tyro Bank Accounts
up from 1,285 as at 30 June 2018. We held
$26.9 million of funds on deposit as at 30 June
2019 compared with $11.6 million a year prior.
FUNDING
Our Tyro Business Loan is a cash-flow based
unsecured loan, purpose-built to assist
merchants in growing their businesses. This
product provides small unsecured loans to
eligible Tyro merchants which are repaid via a
pre-agreed percentage of their daily EFTPOS /
payments settlements, offered on the basis of
a fixed upfront fee.
With average loan balances of less than
$40,000 and an average loan term of less
than 6 months, this product is being used by
many of our merchants as a way of accessing
cash-flow earlier to accelerate their growth
initiatives. The highly attractive feature of
this product is its ease of management,
with repayments that cycle up or down in
accordance with a merchant’s daily card
transaction volumes, removing some of the
stress of inflexible repayment schedules.
This innovative product was soft launched
in early 2017 and to date it has only been
available to around 6,000 of our 29,031
merchants. As mentioned, the product is
displaying a very promising growth profile
and has achieved strong repeat usage. We
achieved a 108% lift in loan originations in
FY19 reaching $52.2 million (FY18: $25.2
million) taking the total originations since
product inception to more than $88.5 million
in loans.
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In closing, I thank our amazing team at Tyro.
Without their passion, drive, enthusiasm, and
single-minded focus on wowing our customers, we
could not have delivered the result we did. So, Tyros,
I thank you one-and-all for making our result in the
year possible!
Finally, I hope you are able to join us for
our Annual General Meeting on 15 October
2019. At the meeting we will provide further
insights and outline a few of the new
initiatives we have in the pipeline for FY20,
so I do hope you can join us for this event.
Robbie Cooke
Chief Executive Officer
Tyro Payments Limited
29 August 2019
NEW INITIATIVES
Beyond the strong financial outcomes in FY19, we
achieved a number of other significant operational
achievements in the year, including:
• we commenced a brand refresh project which
has resulted in a new Tyro logo, new brand
positioning and our customer facing assets
(including our website) being upgraded;
• on 31 August 2018 we entered into an agreement
with one of the world’s largest mobile and online
payment platforms, Alipay, to become the first
Australian bank to offer a seamless, all-in-one
EFTPOS solution with Alipay for Tyro’s merchants
and to improve Australian businesses’ access
to the Chinese visitor market. Our first Alipay
transaction was processed on 19 October 2018
and as at 30 June 2019 we processed in excess
of $12.5 million in Alipay transactions. We
currently have more than 3,750 Tyro merchants
enabled with Alipay;
• we were proud to have been the first bank to
have launched ‘least cost routing’ to market
back in March 2018. Our ‘Tap & Save’ feature is
a cost-saving initiative for our merchants that
directs contactless card payments through the
transaction path that is the lowest cost for the
merchant, instead of the most profitable for
the bank. This initiative is a clear demonstration
of our commitment to doing the right thing for
those Australian businesses that have chosen to
partner with Tyro. Since launch over 39 million
transactions have been routed through EFTPOS
delivering significant savings for our merchants.
Pleasingly around one out of every three eligible
Tyro merchants have requested our ‘Tap & Save’
feature be enabled, clearly demonstrating the
attractiveness of the feature;
• our e-Commerce payments solution went live on
1 April 2019 enabling Tyro merchants to accept
online payments for their businesses. This
solution extends our ability to solve payments
friction for our merchants true to our purpose.
I THANK OUR AMAZING TEAM AT TYRO. WITHOUT THEIR
PASSION, DRIVE, ENTHUSIASM, AND SINGLE-MINDED
FOCUS ON WOWING OUR CUSTOMERS, WE COULD NOT
HAVE DELIVERED THE RESULT WE DID.
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TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
The Board of Directors of Tyro Payments Limited (the Company or Tyro) present their report
together with the financial statements for the financial year ended 30 June 2019.
DIRECTORS AND COMPANY SECRETARIES
The names and details of Tyro’s Directors that held office during the period commencing on 1
July 2018 and ending on the date of this report are:
Kerry Roxburgh (Chairman) Director since 18 April 2008
Hamish Corlett
David Fite
Catherine Harris
Paul Rickard
David Thodey
Director since 18 April 2019
Director since 3 July 2018
Director since 17 December 2015
Director since 28 August 2009
Director since 16 November 2018
Mike Cannon-Brookes
Director since 10 December 2009 (resigned 28 February 2019)
Rob Ferguson
Director since 17 November 2005 (resigned 3 July 2018)
Skills, qualifications, term of office, experience and responsibilities for each Director (as at the
date of this report) are set out below.
KERRY ROXBURGH, CHAIRMAN
NON-EXECUTIVE DIRECTOR SINCE 18 APRIL 2008
Kerry is currently the Lead Independent Non-executive Director of Ramsay Health Care Ltd and
a Non-Executive Director of the Medical Indemnity Protection Society and of MIPS Insurance
Ltd. He is Chairman of the Eclipx Group Ltd.
Kerry is a Member Practitioner of the Stockbrokers and Financial Advisers Association of
Australia. In 2000 he completed a 3 year term as CEO of E*TRADE Australia (a business that
he co-founded in 1997), continuing as its non-executive Chairman until June 2007, when it
was acquired by the ANZ Bank and subsequently re-named ANZ Share Investing. Prior to this
appointment he was an Executive Director of Hong Kong Bank of Australia Group (now HSBC
Bank Australia) where for 10 years from 1986, he held various positions including Head of
Corporate Finance and Executive Chairman of the group’s stockbroker, James Capel Australia.
Until 1986 Kerry practiced for more than 20 years as a Chartered Accountant.
OTHER CURRENT DIRECTORSHIPS
Chairman of ASX listed Eclipx Group Limited (Director since March 2015); Non-executive
Director of ASX listed Ramsay Healthcare Ltd (since July 1997); Directorships with Medical
Indemnity Protection Society Ltd and MIPS Insurance Pty Ltd.
SPECIAL RESPONSIBILITIES
Chairman of the Board of Tyro, a Member of the Risk Committee and a Member of the
Nominations and Remuneration Committee.
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DIRECTORS AND COMPANY SECRETARIES (cont’d)
HAMISH CORLETT
NON-EXECUTIVE DIRECTOR SINCE 18 APRIL 2019
Hamish is a founder and director of TDM Growth Partners, a private investment firm specialising in high
growth companies globally. He has over 20 years’ experience in investing and investment banking. Prior to
TDM, Hamish worked as an Investment Manager at Caledonia Investments, a global fund manager, and an
Analyst at Caliburn Partnership (now Greenhill).
Hamish holds a Bachelor of Commerce with Honours Class 1 (Accounting and Finance) from the University of
Sydney and a Graduate Diploma of Counselling from the Australian College of Applied Psychologists.
OTHER CURRENT DIRECTORSHIPS
Non-executive Director of Somnomed Ltd.
DAVID FITE
NON-EXECUTIVE DIRECTOR SINCE 3 JULY 2018
David is currently an investor in various credit, financial services and technology businesses, and has been
a shareholder in Tyro since 2008. David has significant executive experience in the financial services sector
both domestically and globally. David has worked at Westpac Banking Corporation (holding various roles,
including Treasurer, Assistant Chief Financial Officer and the Group Executive responsible for all retail and
business banking products in Australia). David has also worked at Japan’s Shinsei Bank (formerly known
as The Long-Term Credit Bank of Japan) as its Senior Corporate Executive Officer, Chief Financial Officer
and a member of its Board. Prior to entering the financial services sector, David was a consultant at Bain &
Company in Boston and London focussing on manufacturing and consumer products industries.
OTHER CURRENT DIRECTORSHIPS
Non-executive Director of Judo Capital Holdings Ltd and Judo Bank Pty Ltd; Non-executive Director of Evari
Insure Pty Ltd and associated entities; Non-executive Director of Collect Ltd (New Zealand company).
SPECIAL RESPONSIBILITIES
Member of the Audit Committee.
CATHERINE HARRIS
NON-EXECUTIVE DIRECTOR SINCE 17 DECEMBER 2015
Catherine is the Chair of Harris Farm Markets Pty Ltd. Her previous roles have included Federal Director
of the Affirmative Action Agency and Deputy Chancellor of the University of NSW, Trustee of the Sydney
Cricket Ground Trust, The National Gallery of Australia, The Australian Defence Force Academy, The MCA, St
Margaret’s Public Hospital, The Australian Rugby League Commission, The Sports Australia Hall of Fame and
the Australia Japan Foundation.
Catherine is an Officer in the Order of Australia and was awarded the Australian Public Service Medal, The
Centenary Medal and has an Honorary Doctorate in Business from UNSW.
OTHER CURRENT DIRECTORSHIPS
Chair of Harris Farm Markets Pty Ltd; Director of The Australian Ballet; Cox’s River Rest Pty Ltd; Director of
The Australian School of Business of UNSW.
SPECIAL RESPONSIBILITIES
Chair of the Nominations and Remuneration Committee and a Member of the Audit Committee.
20
21
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 DIRECTORS AND COMPANY SECRETARIES (cont’d)
PAUL RICKARD
NON-EXECUTIVE DIRECTOR SINCE 28 AUGUST 2009
Paul is a company director, financial adviser and financial services consultant. He was previously
the Executive General Manager, Payments & Business Technology for the Commonwealth Bank.
During his 20 year career at the CBA, Paul was the founding Managing Director of CommSec,
which he led from 1994 through to 2002. In 2005, Paul was named ‘Stockbroker of the Year’ and
admitted to the Industry Hall of Fame.
OTHER CURRENT DIRECTORSHIPS
Non-executive Director of OpenInvest Ltd, OpenInvest Holdings Pty Ltd, Switzer Financial Group
Pty Ltd and ASX listed WCM Global Growth Ltd and holds Board positions with several other
Australian private companies.
SPECIAL RESPONSIBILITIES
Chair of the Audit Committee, Chair of the Risk Committee and a Member of the Nominations
and Remuneration Committee.
DAVID THODEY AO
NON-EXECUTIVE DIRECTOR SINCE 16 NOVEMBER 2018
David is a business executive with more than 40 years of global experience in the technology
and telecommunications industries. He was CEO of Telstra and previously CEO of IBM Australia/
New Zealand. David is currently a Director of Ramsay Health Care Ltd and Xero Limited. He is
also Chair of the Commonwealth and Scientific Industrial Research Organisation (CSIRO). David
has a track record of creating brand and shareholder value and has been successfully involved
in innovation across a wide range of sectors. In 2017, David was awarded an Order of Australia for
integrity and leadership in business.
OTHER CURRENT DIRECTORSHIPS
Chairman of CSIRO; Non-executive Director of Ramsay Health Care Ltd; Non-executive Director
of Xero Limited.
SPECIAL RESPONSIBILITIES
Member of the Risk Committee.
COMPANY SECRETARY
Tyro’s Company Secretary as at 30 June 2019 was Sami Wilson.
Sami was appointed Company Secretary on 7 May 2018. In addition, Sami is Tyro’s General
Counsel and joined Tyro in April 2018. Sami holds Bachelors of Law and Commerce and was
previously a member of Herbert Smith Freehills’ Private Equity team.
DIVIDENDS
No dividends or distributions were declared or paid for the year ended 30 June 2019.
22
Directors’Report (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION CORPORATE INFORMATION AND
CAPITAL STRUCTURE
CORPORATE STRUCTURE
Tyro is an unlisted public company. It is incorporated and domiciled in Australia. Tyro’s registered
office is Level 1, 155 Clarence Street, Sydney, New South Wales, 2000.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
Tyro is an Australian bank and operates under the supervision of the Australian Prudential
Regulation Authority (APRA). Tyro provides credit, debit and EFTPOS card acquiring, Medicare
and private health fund claiming and rebating services to Australian businesses. Tyro takes
money on deposit and offers unsecured cash-flow based lending to Australian EFTPOS
merchants. Tyro has implemented appropriate systems and controls to comply with the
stringent prudential and regulatory requirements within the Australian banking system.
SHARE CAPITAL
Tyro’s issued share capital as at the date of this report was 444,545,571 fully paid ordinary shares.
During the period commencing on 1 July 2018 and ending on the date of this report (Relevant
Period), 4,238,316 fully-paid ordinary shares were issued by Tyro upon the exercise of options,
raising a total of $0.68 million in fully paid capital.
22
23
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 CORPORATE INFORMATION AND
CAPITAL STRUCTURE (cont’d)
OPTIONS, PERFORMANCE RIGHTS AND
REMUNERATION SACRIFICE RIGHTS
As at the date of this report, there were 44,633,588 unissued ordinary shares under either
options, performance rights or remuneration sacrifice rights. When exercised (assuming
they have vested), Tyro will issue one fully-paid ordinary share in respect of each option,
performance right or remuneration sacrifice right exercised. Holders of such rights or options
do not have any right, by virtue of the option or right, to participate in any share issue of the
Company. A summary of these options and rights is as follows:
OPTION TYPE1
Share options not issued
under ESOP4
Monthly Linear Vesting
Schedule
EXERCISE
PRICE
EXPIRY DATE2
$0.08
17 December 2020
$0.10
$0.12
$0.14
29 August 2019
29 August 2019
29 August 2019
$0.375
17 October 2020
$0.45
$0.60
$1.49
$1.62
9 October 2021
5 October 2022
1 November 2023
31 March 2024
– 15 October 2024
$1.76
1 February 2024
- 31 December 2024
GRANTED
DURING
RELEVANT
PERIOD
UNISSUED SHARES
UNDER OPTION AS
AT THE DATE OF
THIS REPORT (29
AUGUST 2019)3
-
-
-
-
-
-
-
-
-
4,250,000
205,000
241,389
252,612
3,281,591
3,466,728
4,881,850
5,864,730
792,500
2,218,180
8,595,183
Annual Linear Vesting
Schedule
Performance Annual
Linear Vesting Schedule
$0.00
30 December 2024
2,274,946
$0.00
$1.50
29 March 2025
459,525
30 April 2026
6,154,423
2,088,057
459,525
6,154,423
Performance Rights
$0.00
10 years from the
date on which the
performance right
vests
4,100,000
4,100,000
Remuneration Sacrifice
Rights5
Total
$0.00
N/A
498,587
-
15,705,185
44,633,588
(1) Per ‘Type of Option’ description in Note 11 of the Financial Report.
(2) Initial expiry date, not taking into account any acceleration of the expiry date (for example due to
cessation of employment).
(3) Number of options as at the date of this report (29 August 2019) may not reconcile with the
number of options reported at balance date (30 June 2019) in the accompanying Financial Report.
(4) See Note 22 of the Financial Report.
(5) See Note 11 of the Financial Report. As at the date of this report, these rights have fully vested and
automatically converted to restricted shares.
24
Directors’Report (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION CORPORATE INFORMATION AND
CAPITAL STRUCTURE (cont’d)
DIRECTOR AND OFFICER OPTION, PERFORMANCE RIGHT
AND REMUNERATION SACRIFICE RIGHT GRANTS
During the Relevant Period, the following options, performance rights and remuneration
sacrifice rights were granted by Tyro to:
• Tyro’s Directors; and
• Tyro’s 6 most highly remunerated officers (other than Directors).
DIRECTOR
Kerry Roxburgh
Mike Cannon-Brookes6
Hamish Corlett
Rob Ferguson7
David Fite
Catherine Harris
Paul Rickard
David Thodey
OFFICER
Robbie Cooke,
Chief Executive Officer
Dave Coombes,
Chief Technology Officer
Angela Green,
Chief Risk Officer
Bronwyn Yam,
Chief Product Officer
Joshua Walther,
Chief Customer Officer
Prav Pala,
Chief Financial Officer
OPTIONS GRANTED
DURING RELEVANT PERIOD
REMUNERATION
SACRIFICE RIGHTS
PERFORMANCE
RIGHTS
134,829
-
68,000
-
82,286
97,486
112,586
82,286
159,776
-
-
-
-
93,735
138,472
-
-
-
-
-
-
-
-
-
3,766,945
106,604
1,200,000
721,220
39,607
675,886
675,886
706,109
-
-
-
-
-
500,000
300,000
500,000
500,000
500,000
(6) Mike Cannon-Brookes resigned as a Director on 28 February 2019.
(7) Rob Ferguson resigned as a Director on 3 July 2018.
24
25
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 OPERATING AND FINANCIAL REVIEW
REVIEW OF OPERATIONS AND FINANCIAL POSITION
The Company reported the following operating results for the year and the comparative period:
(AMOUNTS IN $000)
Revenue
Net operating income
Loss before tax expense
Loss for the year
2019
2018
$189,770
$83,260
($20,211)
$148,231
$69,068
($17,521)
($18,387)
($16,370)
The Company had a net loss of $18.4 million for the year ended 30 June 2019. Tyro continued to
scale up its investment in building its banking business and embarked on a significant growth
program including new product design, improved operating systems and distribution.
For further information refer to the CEO’s Review on pages 14 to 17.
REGULATORY LANDSCAPE, CAPITAL AND FUNDING
Tyro holds an authority under the Banking Act 1959 (Cth) to carry on a banking business as an
Authorised Deposit-taking Institution and is subject to prudential capital requirements set by
APRA. Tyro is fully compliant with the prudential capital requirements prescribed by APRA and
has sufficient capital to fund on-going operations. The information required by APS 330: Public
Disclosure is provided in the ‘Investors’ section of Tyro’s website at www.tyro.com/investors
(under Regulatory Disclosures).
Tyro had cash and cash equivalents of $23.9 million at the end of the Reporting Period.
Total Tier 1 capital held as at 30 June 2019 was $78.3 million. Tyro has always held sufficient
capital to meet its internal targets above APRA’s prudential capital requirements.
RISK MANAGEMENT
The Board is responsible for reviewing and approving the risk management strategy, including
determining Tyro’s appetite for risk. The Chief Executive Officer and Management team are
responsible for implementing the risk management strategy and framework, and for developing
policies, controls, processes and procedures for identifying and managing risk.
26
Directors’Report (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
In the opinion of the Directors, there have been no matters or circumstances which have
arisen during the financial year that have significantly affected or may significantly affect the
operations of the Company, the result of those operations or the state of affairs of the Company
in subsequent financial years.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 8 July 2019, Tyro announced it was investigating the potential to move from its current non-
listed public company structure to an ASX listed structure.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Tyro’s key priorities and strategies for FY20 and beyond are discussed in the CEO’s Review on
pages 14 to 17. In the Directors’ opinion, any further disclosure of information would be likely to
result in unreasonable prejudice to the Company.
INDEMNIFICATION AND INSURANCE
Tyro’s Constitution allows it to pay insurance premiums for contracts insuring a Director,
Secretary or other officer of the Company against any liability incurred in that person’s capacity
as an officer of the Company, to the extent permitted by law. During the financial year,
consistent with Tyro’s Constitution, Tyro paid a premium in respect of a contract insuring the
current and former Directors of the Company, the Company Secretary and the officers of the
Company. The contract of insurance prohibits disclosure of the nature of the liabilities insured
against and the amount of the premium.
Clause 104.1 of Tyro’s Constitution provides that each current and former Director, Secretary or
other officer of the Company is indemnified, to the maximum extent permitted by law against
any liability incurred by the person in their capacity as an officer of the Company (including legal
costs incurred in defending any legal action or proceedings). Tyro has also entered into deeds of
indemnity, insurance and access with its Directors, Chief Executive Officer, Company Secretary
and Chief Financial Officer (and certain former officers) which will indemnify them against
liability incurred as an officer of the Company, to the extent permitted by law.
Pursuant to the terms of Tyro’s standard engagement letter with Tyro’s auditor, Ernst & Young
(EY), the Company has agreed to indemnify EY against any liability incurred as auditor, to the
extent permitted by law.
26
27
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 MEETINGS OF DIRECTORS
The number of Board meetings and meetings of Board Committees held during the year and the
number of meetings attended by each Director is as follows:
BOARD
AUDIT
COMMITTEE
RISK
COMMITTEE
NOMINATIONS &
REMUNERATION
COMMITTEE
A
6
4
1
-
6
6
6
4
B
6
1
1
-
6
5
6
4
A
nm
nm
nm
-
4
4
4
B
nm
nm
nm
-
4
4
4
nm
nm
A
7
5
nm
-
nm
nm
7
4
B
6
0
nm
-
nm
nm
7
4
A
4
nm
nm
-
nm
4
4
B
4
nm
nm
-
nm
4
4
nm
nm
Kerry Roxburgh
Mike Cannon-Brookes1
Hamish Corlett
Rob Ferguson2
David Fite
Catherine Harris
Paul Rickard
David Thodey
A:
B:
number of meetings during the year while the Director was a member of the Board or Committee
number of meetings attended by the Director as a member during the year
nm: not a member of the relevant Committee
(1) Mike Cannon-Brookes resigned as a Director on 28 February 2019.
(2) Rob Ferguson resigned as a Director on 3 July 2018.
COMMITTEE MEMBERSHIP
As at the date of this report, Tyro had a Board Audit Committee, a Board Risk Committee and a
Board Nominations and Remuneration Committee.
Directors appointed to the Board Committees as at 30 June 2019 were:
AUDIT COMMITTEE
RISK COMMITTEE
NOMINATIONS &
REMUNERATION COMMITTEE
P. Rickard (Chair)
P. Rickard (Chair)
C. Harris (Chair)
D. Fite
C. Harris
K. Roxburgh
D. Thodey
P. Rickard
K. Roxburgh
Kerry Roxburgh
Chairman
29 August 2019
28
Directors’Report (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION
28
29
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 e
c
n
e
d
n
e
p
e
d
n
I
n
o
i
t
a
r
a
c
e
D
l
s
’
r
o
t
i
d
u
A
30
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor’s Independence Declaration to the Directors of Tyro
Payments Limited
As lead auditor for the audit of Tyro Payments Limited for the financial year ended 30 June 2019, I
declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
Ernst & Young
Michael Byrne
Partner
29 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
30
31
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
t
r
o
p
e
R
l
i
a
c
n
a
n
F
i
32
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
REVI EW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATION
FINANCIAL STATEMENTS
• STATEMENT OF COMPREHENSIVE INCOME
• STATEMENT OF FINANCIAL POSITION
• STATEMENT OF CASH FLOWS
• STATEMENT OF CHANGES IN EQUITY
NOTES TO THE FINANCIAL STATEMENTS
• 1. STATEMENT OF ACCOUNTING POLICIES
• 2. REVENUE AND EXPENSES
• 3. INCOME TAX
• 4. CASH AND CASH EQUIVALENTS
• 5. DUE FROM OTHER FINANCIAL INSTITUTIONS
• 6. TRADE AND OTHER RECEIVABLES
• 7. LOANS
• 8. FINANCIAL INVESTMENTS - AT FVOCI
• 9. PROPERTY, PLANT AND EQUIPMENT
• 10. INTANGIBLE ASSETS
• 11. SHARE-BASED PAYMENTS
• 12. DEPOSITS
• 13. TRADE PAYABLES AND OTHER LIABILITIES
• 14. PROVISIONS
• 15. NON-CURRENT LIABILITIES
• 16. CONTRIBUTED EQUITY AND RESERVES
• 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES
• 18. COMMITMENTS AND CONTINGENCIES
• 19. LEASES
• 20. SEGMENT REPORTING
• 21. AUDITOR’S REMUNERATION
• 22. RELATED PARTY DISCLOSURES
• 23. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
34
34
35
36
37
38
38
50
5 1
52
52
53
53
54
54
55
56
60
60
60
6 1
6 1
64
7 1
72
73
73
74
76
77
78
32
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2019
33
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d) FINANCIAL STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Fees and commission income
Interest income on loans2
Fair value gain on loans2
Interest income on treasury investments – at amortised cost
Interest income on treasury investments – at FVOCI3
Terminal and accessories sale
Other income
Total revenue
Interchange, integration and support fees expense
Interest expense on deposits
Terminal and accessories COGS
Total direct expenses
Net operating income
Employee benefits expense (exc. share-based payments)
Share-based payments expense
Administrative expenses
Contractor and consulting expenses
Marketing expenses
Depreciation
Amortisation
Lending and non-lending losses
Total operating expenses
Loss before tax expense
Income tax benefit
Loss for the year
Other comprehensive income
FVOCI3,4 reserve – net revaluation gain, net of tax
Total comprehensive loss for the year
NOTE
2
2
2
2
2
9
10
2
3
20191
$000
182,787
2,912
26
1,298
1,035
898
814
189,770
(105,489)
(276)
(745)
(106,510)
2018
$000
142,213
1,567
-
1,580
918
810
1,143
148,231
(78,511)
(110)
(542)
(79,163)
83,260
69,068
(60,761)
(53,370)
(3,788)
(1,411)
(17,775)
(16,162)
(7,715)
(4,771)
(7,849)
(15)
(797)
(5,201)
(2,899)
(7,064)
-
(482)
(103,471)
(86,589)
(20,211)
1,824
(18,387)
42
(18,345)
(17,521)
1,151
(16,370)
232
(16,138)
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
(1) The 2019 financial year results reflect the adoption of AASB 9 Financial instruments (AASB 9) and AASB 15 Revenue from contracts with customers
(AASB 15). The Company has not restated prior periods as permitted by AASB 9 and AASB 15, with applicable transition adjustments being
recognised in opening retained earnings at 1 July 2018. Refer to Note 1 for details on the impact of initial adoption of AASB 9 and AASB 15.
(2) Upon adoption of AASB 9, loans that were classified as loans and receivables and measured at amortised cost under AASB 139 have certain
features that resulted in the loans not meeting AASB 9’s solely payments of principal and interest requirements. Accordingly, these loans
have been re-classified to fair value through profit or loss (FVTPL). Loans measured at FVTPL are not subject to separate impairment testing
requirements as the expected repayments are factored into the fair valuation of the portfolio.
(3) Fair value through other comprehensive income. Refer Note 1(d)
(4) Represents the available-for-sale revaluation reserve for periods prior to the adoption of AASB 9 on 1 July 2018.
34
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
ASSETS
Current assets
Cash and cash equivalents
Due from other financial institutions
Trade and other receivables
Loans
Prepayments
Inventories
Total current assets
Non-current assets
Financial investments – at FVOCI
Property, plant and equipment
Intangible assets
Deferred tax assets
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Deposits
Trade payables and other liabilities
Provisions
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
NOTE
20191
$000
2018
$000
4
5
6
7
8
9
10
3
12
13
14
15
16
16
16
23,900
28,564
7,910
27,762
15,665
1,943
60
77,240
37,159
18,734
2,503
13,028
71,424
17,812
15,935
7,590
1,925
61
71,887
39,097
17,223
-
11,351
67,671
148,664
139,558
26,918
11,563
21,593
3,162
51,673
1,046
1,046
52,719
95,945
13,764
3,922
29,249
768
768
30,017
109,541
141,856
141,258
17,492
(63,403)
95,945
13,973
(45,690)
109,541
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
(1) The 2019 financial year results reflect the adoption of AASB 9 and AASB 15. The Company has not restated prior periods as permitted by AASB
9 and AASB 15, with applicable transition adjustments being recognised in opening retained earnings at 1 July 2018. Refer to Note 1 for details
on the impact of initial adoption of AASB 9 and AASB 15.
34
35
FINANCIAL STATEMENTS (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash flows from operating activities
Fees and commission income received
Interchange, integration and support fees expenses paid
Interest received
Interest paid
Other operating income received
Payments to employees and suppliers:
Employee benefits expenses paid
Terminals purchased
Other operating expenses paid
Movement in net schemes receivable and other items
Net increase in customer loans
Net increase in retail deposits
Net cash flows from operating activities
Cash flows from investing activities
Movement in term deposit investments
Proceeds on maturity
Movement in financial investments
Purchases
Proceeds
Purchase of property, plant and equipment (exc. terminals)
Payment for recognised intangible assets
Net cash flows from investing activities
Cash flows from financing activities
Proceeds from exercise of share options
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Effect of foreign exchange rates on cash and cash equivalents
NOTE
2019
$000
2018
$000
183,137
(105,743)
5,386
(258)
142,178
(78,582)
4,004
(103)
1,572
1,998
(59,899)
(8,103)
(52,321)
(6,688)
(29,901)
(22,923)
(7,416)
(8,061)
15,355
(13,931)
(4,489)
(3,489)
7,616
(12,799)
10,037
35,013
(3,500)
5,691
(1,045)
(2,518)
8,665
598
598
(4,668)
4
(17,668)
-
(2,891)
-
14,454
2,877
2,877
4,532
(20)
4
16
Cash and cash equivalents at beginning of year
28,564
24,052
Cash and cash equivalents at end of year
4
23,900
28,564
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
36
FINANCIAL STATEMENTS (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
ATTRIBUTABLE TO EQUITY HOLDERS
OF TYRO PAYMENTS LIMITED
CON-
TRIBUTED
EQUITY
FVOCI
RESERVE1
NOTE
SHARE-
BASED
PAYMENTS
RESERVE
ACCU-
MULATED
LOSSES
OPTION
PREMIUM
RESERVE
GENERAL
RESERVE
FOR CRED-
IT LOSSES
TOTAL
At 30 June 2017
Loss for the year
$000
$000
$000
$000
$000
$000
$000
138,381
623
10,276
(29,147)
167
1,091
121,391
- -
-
(16,370)
-
-
(16,370)
Other comprehensive income
-
232
-
-
-
-
232
Total comprehensive income
-
232
-
(16,370)
-
-
(16,138)
Option premium reserve
-
-
-
-
-
-
-
Issue of share capital – from options
exercised
2,877 -
-
-
-
-
2,877
Share-based payments
- -
1,411
-
-
-
Transfer to general reserve for credit losses
- -
-
(173)
-
173
1,411
-
At 30 June 2018
Adjustment from initial adoption of AASB 9
141,258
-
855
(798)
Adjusted balance at 1 July 2018
141,258
57
11,687
(44,362)
11,687
(45,690)
167
1,264
109,541
-
1,328
-
167
-
530
1,264
110,071
Loss for the year
- -
-
(18,387)
-
-
(18,387)
Other comprehensive income
-
42 - -
-
-
42
Total comprehensive income
-
42 -
(18,387)
-
-
(18,345)
Option premium reserve
-
-
-
-
(167)
-
(167)
Issue of share capital – from options
exercised
598 -
- -
-
-
598
Share-based payments
-
-
3,788 -
-
-
3,788
Transfer to general reserve for credit losses
- -
-
(654)
-
654
-
At 30 June 2019
16
141,856
99
15,475
(63,403)
-
1,918
95,945
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
(1) Represents the available-for-sale revaluation reserve for periods prior to the adoption of AASB 9 on 1 July 2018.
36
37
FINANCIAL STATEMENTS (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
1. STATEMENT OF ACCOUNTING POLICIES
The significant policies which have been adopted in the preparation of this financial report are set out below.
The financial report of Tyro Payments Limited (the Company) was authorised for issue by the Directors on 29 August 2019.
The Company is an unlisted public company, incorporated and domiciled in Australia. The nature of the operations and principal
activities of the Company are described in the Directors’ report.
(A) BASIS OF PREPARATION
The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting
Standards Board. The financial report has also been prepared on a historical cost basis, except for loans and financial investments which
have been measured at fair value.
Similar categories of income and expenses have been grouped together. Prior year comparative information for these amounts, where
necessary, has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars, under the option
available to the Company under ASIC Corporations Instrument 2016/191, unless otherwise stated.
(B) STATEMENT OF COMPLIANCE
The financial report complies with Australian Accounting Standards issued by the Australian Accounting Standards Board and complies
with International Financial Reporting Standards and Interpretations issued by the International Accounting Standards Board.
(C) GOING CONCERN
The Company had net current assets of $25.6 million as at 30 June 2019 (2018: $42.6 million).
The Directors consider the Company is able to pay its debts as and when they fall due, and therefore the Company is able to continue
as a going concern.
(D) NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
(i) Changes in accounting policies
The accounting policies are consistent with those applied in the previous financial year except for:
AASB 9 Financial Instruments
AASB 9 replaced AASB 139 Financial Instruments: Recognition and Measurement from 1 July 2018 for the Company. AASB 9 results in
changes to accounting policies for financial assets and financial liabilities in the areas of Classification and Measurement, Impairment
and Hedge Accounting. The Company has applied the requirements of AASB 9 in the current reporting period beginning 1 July 2018
in respect of the classification and measurement of financial assets and impairment of financial assets. The Company currently does
not have any hedges in place. The transition adjustments have been recognised in opening retained earnings at 1 July 2018 with no
restatement of prior periods, as permitted by AASB 9.
The key changes in accounting policies and impacts from the transition are summarised below:
38
REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONREVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
Classification and measurement:
Financial assets:
AASB 9 introduces a new model that categorises financial assets based on the Company’s business model for realising these assets and
whether the contractual cash flows of the asset represent solely payments of principal and interest (SPPI). The Company applies the
following policies for the three new AASB 9 classification and measurement categories:
• Amortised Cost - A financial asset will be measured at amortised cost if both of the following conditions are met:
1. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash
flows; and
2. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
• Fair Value through Other Comprehensive Income (FVOCI) - A financial asset will be measured at FVOCI if both of the following
conditions are met:
1. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets; and
2. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Changes in the fair value of financial assets that are classified as FVOCI are recognised in the FVOCI reserve, except for recognition of
expected credit losses, interest revenue or dividend income which is recognised in the Statement of Comprehensive Income (SOCI).
Interest income for the above financial assets are recognised in the SOCI under ‘Interest income on treasury investments’ using the
effective interest rate (EIR) method (or a method that approximates the EIR method).
When financial assets at FVOCI (other than equity investments) are derecognised, the cumulative gain or loss previously recognised
in the FVOCI reserve is reclassified to the SOCI. For equity investments that the Company has elected to measure at FVOCI, the
cumulative gain or loss recognised in the FVOCI reserve is never recycled to the SOCI upon derecognition. The Company may reclass
between equity accounts.
• Fair Value through Profit and Loss (FVTPL) - All financial assets that are not measured at amortised cost or FVOCI will be measured
at FVTPL. All financial assets that are equity instruments will be measured at FVTPL unless the Company irrevocably elects to
present subsequent changes in the fair value in other comprehensive income. The Company has not made this election for equity
instruments. The Company may also irrevocably elect to designate a financial asset as measured at FVTPL on initial recognition if
doing so eliminates or significantly reduces an accounting mismatch.
Interest income from loans at FVTPL are recognised in the SOCI under ‘Interest income on loans’.
The Company determines the business model at the level that reflects how groups of financial assets are managed. In determining the
business model, all relevant evidence that is available at the date of assessment is used including:
• how the performance of financial assets held within that business model are evaluated and reported to the Company’s key
management personnel; and
•
the risks that affect the performance of the business model and the way in which those risks are managed.
Judgement is exercised to determine the appropriate level to assess the Company’s business model.
Financial liabilities:
The accounting for financial liabilities is largely unchanged.
38
39
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
Impairment:
AASB 9 introduces a revised impairment model which moves from an incurred loss model to an expected credit loss (ECL) model. The
ECL model requires more timely recognition of ECL’s as well as recognition of full lifetime expected losses. The standard uses a three-
stage approach:
• Stage 1 - For financial assets where there has been no significant increase in credit risk since origination, a provision for 12-month ECL
is required;
• Stage 2 - For financial assets where there has been a significant increase in credit risk, a provision for full lifetime ECL is required;
• Stage 3 - For financial assets where the asset is credit impaired, a provision for full lifetime ECL is required.
The impairment model is only applicable to financial assets measured at amortised cost or FVOCI.
Transition Impacts:
As permitted by AASB 9, the Company has not restated prior periods, with applicable transition adjustments being recognised in
opening retained earnings at 1 July 2018. The table below shows the presentation, classification and measurement, and impairment
changes on transition, with the key changes being:
Presentation:
Changes to the Statement of Financial Position:
1. Addition of a new line item titled ‘Financial Investments – at FVOCI’, replacing the previously disclosed ‘Available-for-sale
investments’. Financial assets within this classification consist of floating rate notes and equity investments.
On transition, the addition of a new line item titled ‘Financial Investments – at FVTPL’ was also included in the Statement of Financial
Position. This consisted of Visa shares which were subsequently sold during the financial year. Refer below for related classification
and measurement changes; and
2. The ‘Available-for-sale revaluation reserve’ has been replaced with the ‘FVOCI reserve’.
Changes to the Statement of Comprehensive Income:
In order to align the presentation of items of income and expense with the categories of financial instruments presented in the
Statement of Financial Position, the following change was made:
3. Addition of a new line item titled ‘Fair value gain on loans’, due to the change in classification and measurement of loans to FVTPL.
Classification and measurement:
4. Loans that were previously measured at amortised cost are now measured at FVTPL, with transition adjustments taken through
opening retained earnings. The SPPI requirements of AASB 9 were not satisfied; and
5. Investments in Visa shares that were previously measured at FVOCI, were measured at FVTPL as part of the transition to AASB 9.
Impairment:
6. An impairment assessment is no longer applicable to the Company’s loans following the reclassification of loans from amortised
cost to FVTPL. Impairment provisions relating to previously disclosed periods were reclassed through opening retained earnings on
transition; and
7. No adjustments to opening retained earnings were recognised for impairment of financial assets at amortised cost or FVOCI. The
amendments to accounting policies did not result in material changes to the amounts recognised previously at 30 June 2018, or the
low credit risk exemption was applied.
40
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
The following table summarises the adjustments from initial adoption on the Statement of Financial Position.
AASB 9
PRESENTATION &
CLASSIFICATION
AASB 9
REMEASUREMENTS
AASB 9
MEASUREMENT CATEGORIES
I
N
O
T
A
T
N
E
S
E
R
P
D
E
S
V
E
R
I
T
N
E
M
E
R
U
S
A
E
M
-
E
R
S
T
N
E
M
T
S
U
J
D
A
S
T
N
E
M
T
S
U
J
D
A
L
C
E
8
1
L
U
J
1
I
G
N
Y
R
R
A
C
D
E
S
V
E
R
I
T
S
O
C
D
E
S
I
T
R
O
M
A
T
N
U
O
M
A
8
1
L
U
J
1
I
C
O
V
F
L
P
T
V
F
T
N
U
O
M
A
G
N
Y
R
R
A
C
I
8
1
L
U
J
1
Y
R
A
T
N
E
M
M
O
C
T
C
A
P
M
I
N
O
T
I
I
S
N
A
R
T
E
C
N
E
R
E
F
E
R
7
7
7
Y
R
O
G
E
T
A
C
T
N
E
M
E
R
U
S
A
E
M
9
3
1
B
S
A
A
AC
AC
AC
T
N
U
O
M
A
G
N
Y
R
R
A
C
I
8
1
N
U
J
0
3
28,564
17,812
15,935
(AMOUNTS IN $000)
Financial Assets
Cash and cash equivalents
Due from other financial institutions
Trade and other receivables
S
E
G
N
A
H
C
-
-
-
28,564
17,812
15,935
Loans
4,6
AC
7,590
(7,590)
-
4,6 FVTPL
-
7,590
7,590 530 -
8,120
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
28,564 28,564
17,812
17,812
15,935 15,935
-
-
-
-
-
-
-
-
-
-
-
-
-
28,564
17,812
15,935
-
- 8,120
8,120
-
-
-
-
37,875
37,875
- 37,875
1,222
-
-
1,222
1,222
11,563
11,563
13,764
13,764
-
-
-
-
11,563
13,764
-
57
n/a
n/a
n/a
n/a
n/a
n/a
-
57
(45,690)
- (45,690) 1,328 - (44,362)
n/a
n/a
n/a (44,362)
Available-for-sale investments
1
FVOCI
39,097 (39,097)
-
Financial investments – at FVOCI
1,5
FVOCI
Financial investments – at FVTPL
5
FVTPL
-
-
37,875
37,875
1,222
1,222
Financial Liabilities
Deposits
Trade payables and other liabilities
Equity
AC
AC
11,563
13,764
-
-
11,563
13,764
Available-for-sale revaluation reserve 2,5
FVOCI reserve
Retained earnings
2,5
4,5,6
-
-
-
AC - Amortised Cost
855
(855)
-
-
855
855 (798)
40
41
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
AASB 15 Revenue from Contracts with Customers
AASB 15 replaces AASB 118 and establishes principles for reporting useful information to users of financial statements about the
nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The core
principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity
recognises revenue in accordance with the core principles explained in a step by step approach in the standard.
The Company adopted AASB 15 on 1 July 2018. On conclusion of the transition project it was determined that no adjustments to
opening retained earnings were required as the amendments to the accounting policies did not result in significant changes to the
timing, amount or presentation of revenue recognised previously at 30 June 2018.
The Company’s revenue from contracts with customers is primarily in the nature of fees and commission income as presented in the
Statement of Other Comprehensive Income.
Several other amendments and interpretations apply for the first time in 2019, but do not have an impact on the financial statements of
the Company. The Company has not early adopted any standards, interpretations, or amendments that have been issued but are not
yet effective.
(ii) Accounting standards and interpretations issued but not yet effective
The following Australian Accounting Standards and Interpretations which may have a material impact on the Company have been
issued, but are not yet effective, and unless otherwise stated have not been early adopted by the Company:
AASB 16 Leases
AASB 16 replaces AASB 117 with the primary change applying to the lessee’s accounting for leases. Under AASB 16 the lessee is
required to recognise a lease on the balance sheet which involves recognising a right-of-use (ROU) asset and a related lease liability,
being the present value of future lease payments. This does not apply where the underlying asset is of low value or the lease has a
term of 12 months or less as permitted by the practical expedients in AASB 16. The lessor accounting remains relatively unchanged
from AASB 117.
AASB 16 applies to annual reporting periods beginning on or after 1 January 2019 and is mandatory from 1 July 2019 for the Company.
Apart from the increase in recognised assets and liabilities on the Statement of Financial Position, the financial impact from the
changes on transition are not expected to be material.
Other amendments to existing standards that are not yet effective are not expected to result in significant changes to the Company’s
accounting policies.
42
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(E) SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In applying the Company's accounting policies, Management continually evaluates judgements, estimates and assumptions based
on experience and other factors, including expectations of future events that may have an impact on the Company. All judgements,
estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to
Management. Actual results may differ from judgements, estimates and assumptions. Significant judgements, estimates and
assumptions made by Management in the preparation of these financial statements are outlined as follows:
Share-based payments transactions - The Company recognises the cost of equity-settled transactions with employees (including Key
Management Personnel) by reference to the fair value of the equity instruments at the date on which they are granted. The fair value is
determined using the Black-Scholes option valuation model, with the assumptions detailed in Note 11. The options are expensed using a
linear probability of vesting approach.
Classification of and valuation of investments - The Company classifies its investments in equity securities and floating rate notes as
Financial Investments – at FVOCI, with movements in fair value recognised directly in equity. The fair value of listed shares has been
determined by reference to published price quotations in an active market. Where no active market exists for a particular asset, the
Company uses a valuation technique to arrive at the fair value. The fair value of floating rate notes has been estimated using pricing
data inputs provided by an independent third party pricing service which factors in recent arm’s length transactions into their valuation
methods. This makes maximum use of observable market inputs and places minimal reliance on entity specific inputs.
Valuation of loans - The Company classifies and measures its loans at fair value, with movements in fair value recognised directly in the
Statement of Comprehensive Income. The fair value of loans has been estimated using a valuation technique that converts forecasted
cash flows to a present value amount (discounted cash flow method). The forecasted cash flows are actuarially determined using
predictive models based partly on evidenced historical performance and expected repayment profiles. Further information on the inputs
into the valuation model to derive the fair value of loans are detailed in Note 17.
Capitalisation of internally generated software - An intangible asset arising from development expenditure on an internal project is
recognised by the Company only when the following can be demonstrated:
•
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
its intention to complete and its ability to use or sell the asset;
• how the asset will generate probable future economic benefits;
• availability of resources to complete the development; and
•
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The Company commences amortising internally generated software projects from the point the asset is ready for use.
Estimation of useful lives of assets - The estimation of the useful lives of assets has been primarily based on historical experience. In
addition, the condition of the assets is assessed at least once per year and considered against their remaining useful lives. Adjustments
to useful lives are made when considered necessary. Depreciation charges for property, plant and equipment are included in Note 9 and
Note 10 for amortisation of intangible assets with finite useful lives. In assessing whether the useful life of an intangible asset is finite or
indefinite, Management use judgement in determining the period over which expected future benefits will be generated, also factoring
in the market that the Company operates in and the longer term strategy for the Company. An impairment assessment is conducted
and reviewed by Management at least annually as to whether indicators of impairment such as technical obsolescence exist.
Long service leave - Entitlements that arise in respect of non-current long service leave have been measured at their present values of
expected future payments. Long service leave is calculated based on assumptions and estimates of when employees will take leave
and the prevailing wage rates at the time the leave will be taken. Long service leave liability also requires a prediction of the number of
employees that will achieve entitlement to long service leave.
Taxation - Provisions for taxation require significant judgement with respect to outcomes that are uncertain. The Company has
estimated its tax provisions based on expected outcomes. Deferred tax assets are recognised for deductible temporary differences
as Management considers that it is probable that future taxable profits will be available to utilise those temporary differences. In
forming their view, Management considers the probability of forecast future taxable income and performs stress testing on expected
budgets to assess the likelihood of deferred tax assets being utilised. Management does not recognise deferred tax assets where
utilisation is not considered probable. An assessment of research and development (R&D) activities and associated expenditure that is
considered claimable, is conducted and reviewed by Management at least annually as part of the annual R&D tax incentive application.
An assessment of the continuity of ownership test (and where applicable, the same business test) is also performed to support the
recognition of any carry forward tax losses and R&D credits.
42
43
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(F) REVENUE RECOGNITION
Revenue from contracts with customers is recognised in accordance with AASB 15 which introduced a single, principle-based five step
recognition and measurement model. The five steps are:
1. Identify the contract with a customer;
2. Identify separate performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to each performance obligations identified in Step 2; and
5. Recognise revenue when a performance obligation is satisfied.
The Company’s fee income from contracts with customers is derived primarily from the following sources:
• Merchant service fee income is generated from merchant customers for credit, debit and charge card acquiring services. Fees are
charged to merchants depending on the type of transaction being performed based on a percentage of transaction value or on a
fixed amount per transaction. Fees related to payment transactions are recognised at the time transactions are processed. Related
interchange fee, which is collected from merchants and paid to credit institutions is recognised as an expense instead of netting-
off against merchant service fee income in the Statement of Comprehensive Income.
• Revenue from processing Medicare Easyclaim generated from merchants is based on a fixed fee per transaction and is recognised
when transactions are processed.
• Revenue from Dynamic Currency Conversion (DCC) transactions generated from merchants is calculated based on the individual
value of the transactions and is recognised once the transaction has been processed.
Terminal rental income generated from operating leases with merchants is recognised progressively based on a fixed monthly rental on
terminal. There is no minimum rental period for merchants.
Interest income is recognised in the Statement of Comprehensive Income in accordance with AASB 9 using a method that approximates
the effective interest method. The effective interest method measures the amortised cost of a financial asset and allocates the interest
income over the relevant period using the effective interest which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to the net carrying amount of the financial asset.
(G) LEASES
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires
an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and whether the
arrangement conveys a right to use the asset. Leases which transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as a finance lease. All other leases are operating leases.
For operating leases entered into by the Company as lessee, operating lease payments are recognised as an expense in the Statement
of Comprehensive Income on a straight-line basis over the lease term. Deferred lease incentives are recognised as a liability on the
Statement of Financial Position on inception of the lease and subsequently reduced on a straight line basis over the lease term by
recognising the incentive through rent expense.
For purchased assets where the Company is the lessor under an operating lease, these are carried at cost and depreciated over their
useful lives. Property, plant and equipment includes assets leased out under operating leases. Operating lease income is recognised on
a straight-line basis over the lease term unless another systematic basis is more appropriate.
The Company does not have any finance leases in place.
(H) CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances, call deposits and term deposits with an original maturity of three months or less
from the date of acquisition.
(I) DUE FROM OTHER FINANCIAL INSTITUTIONS
Includes term deposits with maturities greater than three months from the date of acquisition, and term deposits pledged to
counterparties as collateral. These are initially measured at fair value and subsequently measured at amortised cost using a method that
approximates the effective interest method.
44
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(J) TRADE AND OTHER RECEIVABLES
Trade receivables, which generally have 30 day terms, are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less an allowance for expected credit losses (ECL). Collectability of trade receivables is reviewed on
an ongoing basis. Debts that are known to be uncollectible are written off when identified.
AASB 9 impairment requirements are based on the ECL model. This replaces the “incurred loss” approach under AASB 139. The Company
has applied the simplified approach to calculate ECL for trade receivables where a loss allowance is based on lifetime ECL at each
reporting date. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by customer
type). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information
that is available at the reporting date about past events, current conditions and forecasts of future economic condition.
(K) PREPAYMENTS
Prepayments are recognised for amounts paid whereby goods have not transferred ownership to the Company or where services
have not yet been provided. Upon receipt of goods or the service the corresponding asset is recognised in the Statement of Financial
Position or the expense is recognised in the Statement of Comprehensive Income.
(L) INVENTORIES
(i) Cost and valuation
The costs of purchase of inventories comprise the purchase price, import duties and other taxes (other than those subsequently
recoverable by the Company from the taxing authorities), and transport, handling and other costs directly attributable to the acquisition
of finished goods, materials and services. Trade discounts, rebates and other similar items are deducted in determining the costs of
purchase. Inventories are subsequently held at the lower of cost and their net realisable value. Impairment is assessed on an annual
basis. Inventories are derecognised when the rights to benefits are transferred to a third party.
(ii) Impairment
Management make assessments of the net realisable value of inventory on an annual basis. The cost of inventory may not be recoverable
where the inventory is damaged, wholly or partially obsolete, or if selling prices have declined. In accordance with AASB 102 Inventories,
where the cost of inventory exceeds the net realisable value, inventory is written down to their net realisable value.
Net realisable value is an estimate, based on the most reliable evidence at the time, of the amount the inventories are expected to realise.
(M) LOANS
(i) Recognition and measurement
Loans to merchants are classified and measured at fair value with changes in the fair value being recognised in the Statement of
Comprehensive Income. The loans are unsecured with an upfront (“unearned”) fee charged to the merchant. As the merchant receives
daily settlements, a percentage is taken towards loan repayments. The loan repayment includes a portion which recycles the unearned
fee into the Statement of Comprehensive Income as interest income and is disclosed together with the fair value movement on loans.
When the loan is uncollectible, it is written-off. Such write-offs of loans occur after all the necessary assessment for write-off
procedures have been completed and the amount of the loss has been determined. Loan write-offs are disclosed as lending losses in
the SOCI. Subsequent recoveries of amounts previously written off go to the SOCI.
(N) FINANCIAL INVESTMENTS
Financial investments are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition of the
investment. After initial recognition these investments are measured at fair value through other comprehensive income (FVOCI). Gains
or losses on financial investments are recognised in a separate reserve component of equity until the investment is sold, collected
or otherwise disposed of or until the investment is determined to be impaired, at which time the cumulative gain or loss previously
reported in equity is transferred to the Statement of Comprehensive Income. The recycling to the Statement of Comprehensive Income
upon derecognition does not apply to equity investments that the Company has irrevocably elected to measure at FVOCI. For these
investments the cumulative gain or loss remains in equity, though the Company may reclass between equity accounts.
Purchase and sale of investments are recognised on trade date - the date on which the Company becomes party to the contractual
provisions of the investment.
44
45
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(O) INCOME TAXES
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to
the taxation authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by
the reporting date.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of comprehensive
income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
(P) DEFERRED TAX ASSET
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date (Note 3).
(Q) OTHER TAXES
Goods and Services Tax (GST)
Revenues, expenses, assets and liabilities are recognised net of the amount of GST except for the following:
• when the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
•
trade receivables and trade payables are stated with the amount of GST included.
The net amount of GST recoverable from or payable to the taxation authority is included as part of other receivables or other payables in
the Statement of Financial Position. Commitments and contingencies are disclosed net of the amount of GST. Cash flows are included
in the Statement of Cash Flows on a gross basis (unless stated otherwise) and the GST component of cash flows arising from investing
and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.
(R) PROPERTY, PLANT AND EQUIPMENT
(i) Cost and Valuation
Property, plant and equipment are measured at cost less accumulated depreciation and any impairment in value. The Company
recognises in the carrying amount of an item of property, plant and equipment the cost of replacing parts when the cost is incurred and
the recognition criteria are met. When each major inspection is performed, its cost is recognised in the carrying amount of the item of
property, plant or equipment, as a replacement, provided that the recognition criteria are satisfied.
(ii) Depreciation
Depreciation is provided on a straight-line basis over the estimated useful life of each specific item of property, plant and equipment.
ESTIMATED USEFUL LIVES ARE AS FOLLOWS:
Plant and equipment:
EFTPOS terminals
Furniture and office equipment
Computer equipment
Leasehold improvements
2019
3 years
5 years
4 years
2018
3 years
5 years
4 years
Remaining term of lease
Remaining term of lease
The assets' residual values, remaining useful lives and depreciation methods are reassessed and adjusted, if appropriate at each
reporting date.
(iii) Impairment
Management has identified applicable impairment indicators in accordance with AASB 136 Impairment of Assets. The carrying values
of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be
recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written
down to their recoverable amount. The recoverable amount of plant and equipment is the greater of fair value less costs of disposal and
its value in use.
46
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(iv) De-recognition and disposal
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise from
continued use of the asset. Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the
asset's carrying amount and are included in the Statement of Comprehensive Income in the year the asset is derecognised.
(S) INTANGIBLE ASSETS
AASB 138 Intangible Assets
The Company continues to make significant investments in various projects to develop new products and enhance existing products’
capabilities. For certain projects, it is more probable that future economic benefits from the assets arising from the projects will flow
to the entity and their expenditure can be measured reliably with enhancements in the Company’s data governance, system and
reporting. Therefore, software development costs for those projects are recognised as intangible assets in the Statement of Financial
Position in accordance with AASB 138.
Following initial recognition of the development expenditure as an asset, the intangible asset is carried at its cost less any accumulated
amortisation and any accumulated impairment losses. Each development project will then be reviewed annually for any indicator of
impairments in accordance with AASB 136 Impairment of Assets.
(T) DEPOSITS FROM CUSTOMERS
Deposits from customers are initially recognised at fair value. Subsequent to initial recognition, these liabilities are measured at
amortised cost. Interest expense on deposits is recognised in the Statement of Comprehensive Income using a method that
approximates the effective interest method.
(U) TRADE AND OTHER PAYABLES
Merchant payables arise when the Company has received monies from the relevant schemes and financial institutions that have not yet
been settled with the merchant.
Payables to merchants are only recognised to the extent that a liability arises. This liability arises when the proceeds have been paid by
the schemes and financial institutions and received by the Company.
Liabilities for trade and other payables are carried at cost, which is the fair value of the consideration to be paid in the future for goods
and services received, whether or not billed to the Company.
(V) PROVISIONS AND CONTINGENCIES
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is
probable that an outflow of resources embodying economic benefits may be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
If the impact of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific
to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are not recognised in the Statement of Financial Position, but are disclosed in the relevant notes to the financial
statements. They may arise from uncertainty as to the existence of a liability or represent an existing liability in respect of which
settlement is not probable or the amount cannot be reliably measured. Only when settlement becomes probable will a liability be
recognised.
The Company is contingently liable for processed credit card sales transactions in the event of a dispute between the cardholder and
a merchant. If a dispute is resolved in the cardholder’s favour, the Company will credit or refund the amount to the cardholder and
charge back the transaction to the merchant. If the Company is unable to collect the amount from the merchant, the Company will
bear the loss for the amount credited or refunded to the cardholder.
Management evaluates the risk of such transactions and estimates its potential loss from chargebacks based primarily on historical
experience and other relevant factors. A provision is recognised in the general reserve for credit losses for merchant losses necessary
to absorb chargebacks and other losses for merchant transactions that have been previously processed and on which revenues have
been recorded.
46
47
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(W) GENERAL RESERVE FOR CREDIT LOSSES
The Company appropriates for estimated future credit losses from chargebacks, with a general reserve for credit losses. The Company
estimates the reserve by using a multiple of historical losses over a rolling 120 day period of transaction values. The general reserve for
credit losses is then allocated as a separate reserve within equity.
The Company also appropriates for estimated future credit losses from loans to ensure the Company has sufficient capital to cover
credit losses estimated to arise over the full life of the loans as required by APRA Prudential Standard APS 220.
The methodology and assumptions used for estimating the general reserve for credit losses required are reviewed regularly.
(X) EMPLOYEE BENEFITS
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These
benefits include wages and salaries, annual leave and long service leave.
Entitlements arising in respect of salaries and wages, annual leave and other employee benefits that are expected to be settled within
one year have been measured at their nominal amounts. Employees are entitled to 20 days annual leave each year.
Entitlements that arise in respect of long service leave which are expected to be settled more than 12 months after the reporting date
have been measured at their present values of expected future payments. Long service leave is calculated based on assumptions and
estimates of when employees will take leave and the prevailing wage rates at the time the leave will be taken. Long service leave liability
also requires a prediction of the number of employees that will achieve entitlement to long service leave. Expected future payments are
discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currencies that match
as closely as possible to the estimated future cash outflows.
No provision has been made for sick leave as all sick leave is non-vesting and the average sick leave to be taken in the future by all
employees at the reporting date is estimated to be less than the annual entitlement for sick leave.
(Y) SHARE-BASED PAYMENT TRANSACTIONS
Share-based compensation benefits are provided to employees (including Key Management Personnel) via the Employee Share
Option Plan, whereby employees render services in exchange for rights over the Company’s shares. The cost of these equity-settled
transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted.
The fair value is determined internally using the Black-Scholes option valuation model.
The cost of equity-settled transactions is recognised, together with any corresponding increase in equity, over the period in which the
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects the extent to
which the vesting period has expired and the number of awards that, in the opinion of the Directors of the Company, will ultimately vest.
This opinion is based on the best available information at the reporting date. No adjustment is made for the likelihood of performance
conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest. Details of the types of share-based payments and their respective
terms and vesting conditions are disclosed in Note 11.
The Company also has share-based compensation benefits in the form of rights which are tied to performance conditions, as well as
remuneration sacrifice rights. The policy treatment is consistent with that for share options via the Employee Share Option Plan.
(Z) CONTRIBUTED EQUITY
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are accounted in
contributed equity as a deduction, net of tax, from the proceeds of issue.
48
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 1. STATEMENT OF ACCOUNTING POLICIES (cont’d)
(AA) FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the spot rate of exchange ruling at
the reporting date.
Non-monetary assets and liabilities are translated at their historic rates of exchange at their respective transaction dates.
(AB) DE-RECOGNITION OF ASSETS AND LIABILITIES
Assets and liabilities are derecognised from the Statement of Financial Position upon sale, maturity or settlement. The Company
de-recognises scheme receivables against associated merchant payables as the risks and rewards are passed through in line with
contractual obligations.
48
49
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 2. REVENUE AND EXPENSES
The operating loss before tax expense has been arrived at after accounting for the following items:
Fees and commission income
Merchant service fee
Terminal rental income
Other fee income
Other income
Sublease and other rental income
Fair value gains on equity instruments
Other income
Interchange, integration and support fees expense
Interchange fees and scheme fees
Integration, support and other fee expense
Employee benefits expense
Wages, salaries and bonuses
Superannuation
Other employee benefits expense
Administrative expenses
Communications, hosting and licencing costs
Rent
Terminal management and logistics
Recruitment
Assurance and accounting related services
Legal
Other administrative expenses
Lending and non-lending losses
Lending losses1
Non-lending losses
2019
$000
162,174
15,452
5,161
182,787
600
157
57
814
(97,259)
(8,230)
(105,489)
(52,395)
(4,690)
(3,676)
(60,761)
(5,532)
(4,100)
(2,162)
(387)
(722)
(427)
(4,445)
(17,775)
(542)
(255)
(797)
2018
$000
125,618
11,793
4,802
142,213
1,124
-
19
1,143
(71,863)
(6,648)
(78,511)
(45,784)
(4,213)
(3,373)
(53,370)
(4,132)
(4,052)
(1,671)
(957)
(686)
(586)
(4,078)
(16,162)
(411)
(71)
(482)
(1) Lending losses in the 2019 financial year consists of loans written off. In the comparative period, when loans were measured at amortised cost
prior to the adoption of AASB 9, lending losses consists of loans written off along with specific and collective provisions for impairment.
50
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 3. INCOME TAX
A) INCOME TAX BENEFIT
Major components of income tax benefit for the period ended 30 June 2019:
Current income tax
Current income tax charge
Deferred income tax
Relating to origination and reversal of temporary differences
Income tax benefit in the statement of comprehensive income
Amount reported directly in other comprehensive income
Deferred tax related to items recognised in equity during the year
Deferred tax on unrealised gain on financial investment – at FVOCI
Income tax expense reported in equity
B) RECONCILIATION OF INCOME TAX EXPENSE AND PRIMA FACIE TAX:
Operating loss before tax
At the statutory income tax rate of 30%
Research and development incentive
Share-based payment remuneration
Entertainment expenses
Adjustment in respect to previous year’s tax balances
Tax effect of current year losses for which no deferred tax asset is recognised
Sale of VISA shares
Total income tax benefit
C) DEFERRED INCOME TAX ASSETS AND LIABILITIES
2019
2018
$000
-
1,151
1,151
-
(100)
(100)
2018
$000
(17,521)
5,256
184
(423)
(106)
-
(3,760)
-
1,151
2019
$000
-
1,824
1,824
(183)
36
(147)
2019
$000
(20,211)
6,063
700
(1,137)
(490)
(17)
(3,153)
(142)
1,824
2018
STATEMENT
OF FINANCIAL
POSITION
$000
STATEMENT OF
COMPREHENSIVE
INCOME
$000
OTHER
COMPREHENSIVE
INCOME
$000
STATEMENT
OF FINANCIAL
POSITION
$000
STATEMENT OF
COMPREHENSIVE
INCOME
$000
OTHER
COMPREHENSIVE
INCOME
$000
Deferred tax assets
Fixed assets
Provisions & accruals
Other (legal fees)
Lease break fee
R&D credits
Tax losses
Prepayments
Financial investments
– at FVOCI
Unrealised FX gain
708
3,461
679
(21)
6,400
1,751
12,978
(5)
55
-
50
Total
13,028
154
812
519
(21)
898
(342)
2,020
4
(200)
-
(196)
1,824
-
-
-
-
-
-
-
(147)
-
(147)
(147)
1,097
3,021
58
21
5,502
2,093
11,792
(9)
(367)
(65)
(441)
11,351
173
513
(24)
(21)
(1,139)
1,677
1,179
(4)
-
(24)
(28)
1,151
-
-
-
-
-
-
-
(100)
-
(100)
(100)
50
51
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 4. CASH AND CASH EQUIVALENTS
Deposits at call
Short term deposits
2019
$000
23,900
-
2018
$000
18,564
10,000
23,900
28,564
Deposits at call include cash at banks, cash held in the exchange settlement account with the Reserve Bank of Australia, and cash in
hand. Short-term deposits are those with maturities of three months or less from date of acquisition.
RECONCILIATION OF OPERATING LOSS AFTER TAX TO NET CASH FLOWS USED IN OPERATIONS
Loss for the year
Adjustments for:
Depreciation and amortisation
Share-based payments expense
Options premium reserve
Loans written off
Fair value gains on loans
Fair value gains on equity instruments
Foreign currency (gain)/loss
Gain on disposal of property plant and equipment
Deferred tax benefits
Other
Changes in assets and liabilities
(Increase) in loans
(Increase) in interest and other receivables
Decrease in inventories
(Increase)/decrease in prepayments
Increase in retail deposits
(Decrease) in interest and other payables
(Decrease)/increase in provisions
Net cash flow from operating activities
5. DUE FROM OTHER FINANCIAL INSTITUTIONS
Term deposits
Deposits held as collateral
2019
$000
2018
$000
(18,387)
(16,370)
7,864
3,788
(167)
542
(26)
(157)
(4)
(94)
(1,824)
65
(8,061)
(6,872)
1
(18)
15,355
(5,454)
(482)
(13,931)
2019
$000
-
7,910
7,910
7,064
1,411
-
411
-
-
20
(10)
(1,151)
-
(3,489)
(4,549)
68
67
7,616
(5,406)
1,519
(12,799)
2018
$000
10,000
7,812
17,812
Includes term deposits with maturities greater than three months from the date of acquisition and deposits pledged to counterparties
as collateral. Refer to Note 18 for details of deposits held as collateral.
52
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 6. TRADE AND OTHER RECEIVABLES
Scheme and other receivables
Merchant acquiring fees
Interest receivable
2019
$000
23,003
4,729
30
27,762
2018
$000
11,812
3,978
145
15,935
Scheme receivables are presented net of merchant payables in line with the accounting policy disclosed in Note 1.
The Company’s ageing of scheme and other trade receivables before impairment is as follows:
Carrying value 2019
Carrying value 2018
TOTAL
$000
23,003
11,812
CURRENT
$000
22,464
11,234
1-30 DAYS
$000
31-60 DAYS
$000
61-90 DAYS
$000
>90 DAYS
$000
494
455
-
3
10
41
35
79
The Company has considered expected credit losses which have been determined to be immaterial.
7. LOANS
Loans (net of unearned fees)
Specific provision for impairment
Collective provision for impairment
2019
$000
15,665
-
-
15,665
2018
$000
7,985
(206)
(189)
7,590
Loans recognised on the Statement of Financial Position are unsecured, with an upfront (“unearned”) fee charged to the merchant. As
the merchant receives daily settlements, a percentage is taken towards loan repayments. The loan repayment includes a portion which
recycles the unearned fee into the Statement of Comprehensive Income as interest income.
On transition to AASB 9 on 1 July 2018, loans that were previously measured at amortised cost, are now measured at FVTPL. The loan
balance at 30 June 2019 includes a fair value gain, compared to prior disclosing periods which are reported at amortised cost under
AASB 139. Refer to the transition disclosure in Note 1(d) for further detail.
PROVISION FOR IMPAIRMENT
Specific provisions
Opening balance
Net movement in provision
Sub-total
Bad debts written off
Closing balance – specific provisions
Collective provisions
Opening balance
Net movement in provision
Closing balance – collective provisions
Total provision for impairment
52
2019
$000
206
(206)
-
-
-
189
(189)
-
-
2018
$000
24
334
358
(152)
206
112
77
189
395
53
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 8. FINANCIAL INVESTMENTS - AT FVOCI
Floating rate notes
Equity investments - VISA shares
- Other
2019
$000
36,948
-
211
37,159
2018
$000
37,875
1,222
-
39,097
VISA shares were acquired following the demutualisation of VISA International, as a result of which listed VISA shares were issued to
members of the VISA network. On transition to AASB 9 on 1 July 2018, Visa shares that were previously classified as available-for-sale
with changes in the fair value taken to the available-for-sale revaluation reserve, were reclassed to FVTPL. The transition adjustments
were recognised in opening retained earnings. During the financial year the Company sold all of its remaining VISA shares.
During the financial year, the Company received equity instruments as part of a sublease arrangement of Level 5 of the Company’s
registered office. The sublease term is aligned to the remaining head lease term ending 21 January 2022 and will continue to be used
as a coworking space. For these reasons, the Company elected to measure these investments at FVOCI, resulting in no recycling of fair
value changes to the Statement of Comprehensive Income upon a derecognition event.
9. PROPERTY, PLANT AND EQUIPMENT
Reconciliation of net carrying amounts at the beginning and end of the year:
Year ended 30 June 2019
At 30 June 2018 net of accumulated
depreciation and impairment
Additions/transfers
Disposals/transfers
Depreciation for the year
At 30 June 2019 net of accumulated
depreciation and impairment
At 30 June 2018
Cost or fair value
Accumulated depreciation and impairment
Net carrying amount
At 30 June 2019
Cost or fair value
Accumulated depreciation and impairment
Net carrying amount
EFTPOS
TERMINALS
FURNITURE
AND OFFICE
EQUIPMENT
COMPUTER
EQUIPMENT
LEASEHOLD
IMPROVEMENTS
$000
$000
$000
$000
10,412
8,182
(22)
(5,314)
952
87
-
(390)
3,234
929
-
(1,407)
2,625
184
-
(738)
TOTAL
$000
17,223
9,382
(22)
(7,849)
13,258
649
2,756
2,071
18,734
28,646
(18,234)
10,412
36,668
(23,410)
13,258
2,115
(1,163)
952
2,202
(1,553)
649
7,222
(3,988)
3,234
8,152
(5,396)
2,756
4,246
(1,621)
2,625
4,430
(2,359)
2,071
42,229
(25,006)
17,223
51,452
(32,718)
18,734
54
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 9. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Year ended 30 June 2018
At 30 June 2017 net of accumulated
depreciation and impairment
Additions/transfers
Disposals/transfers
Depreciation for the year
At 30 June 2018 net of accumulated
depreciation and impairment
At 30 June 2017
Cost or fair value
Accumulated depreciation and impairment
Net carrying amount
At 30 June 2018
Cost or fair value
Accumulated depreciation and impairment
Net carrying amount
EFTPOS
TERMINALS
FURNITURE
AND OFFICE
EQUIPMENT
COMPUTER
EQUIPMENT
LEASEHOLD
IMPROVEMENTS
$000
$000
$000
$000
7,951
7,243
(24)
(4,758)
1,342
2
-
(392)
2,156
2,316
(1)
(1,237)
3,051
251
-
(677)
TOTAL
$000
14,500
9,812
(25)
(7,064)
10,412
952
3,234
2,625
17,223
21,502
(13,551)
7,951
28,646
(18,234)
10,412
2,113
(771)
1,342
2,115
(1,163)
952
4,909
(2,753)
2,156
7,222
(3,988)
3,234
3,995
(944)
3,051
4,246
(1,621)
2,625
10. INTANGIBLE ASSETS
Reconciliation of net carrying amounts at the beginning and end of the year
Year ended 30 June 2019
At 30 June 2018 net of accumulated amortisation and impairment
Additions
Amortisation for the year
At 30 June 2019 net of accumulated amortisation and impairment
At 30 June 2018
Cost
Accumulated amortisation and impairment
Net carrying amount
At 30 June 2019
Cost
Accumulated amortisation and impairment
Net carrying amount
32,519
(18,019)
14,500
42,229
(25,006)
17,223
INTERNALLY
GENERATED
SOFTWARE
$000
-
2,518
(15)
2,503
-
-
-
2,518
(15)
2,503
54
55
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
10. INTANGIBLE ASSETS (cont’d)
RESEARCH AND DEVELOPMENT
Research costs on an individual project are expensed as incurred. Development costs that are directly attributable to the design and
testing of identifiable and unique software product controlled by the Company are recognised as an intangible asset when the following
criteria can be demonstrated:
•
•
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
its intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
•
its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Capitalised project development costs primarily consist of personnel costs of employees, contractors and consultants directly involved
in the project. They are amortised from the point at which the asset is ready for use over the period of expected future benefit and
assessed for impairment whenever there is an indication that the intangible asset may be impaired.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation
and accumulated impairment losses.
KEY ESTIMATES AND ASSUMPTIONS
The following method is used in the calculation of amortisation:
INTANGIBLE ASSET
Internally generated software
AMORTISATION METHOD
Straight line
USEFUL LIFE
Finite (3 - 5 years)
The useful life of finite intangible assets is judgmental and reviewed annually by management with adjustments made where deemed
necessary.
11. SHARE-BASED PAYMENTS
The Company provides benefits to employees (including Key Management Personnel (KMP)) from time to time including share-based
payments as remuneration for service.
(A) EMPLOYEE SHARE OPTION PLAN
The Employee Share Option Plan (ESOP) was established to grant options over ordinary shares in the Company to employees or
Directors who provide services to the Company.
Options granted pursuant to the ESOP may be exercised, in whole or part, subject to vesting terms and conditions as indicated below:
TYPE OF OPTION
VESTING TERMS AND CONDITIONS
Monthly linear vesting schedule
Annual linear vesting schedule
Performance annual linear vesting schedule
Service vesting schedule
Options granted will vest in proportion to the time that passes linearly during the
vesting schedule, subject to maintaining continuous status as an employee or KMP
with the Company during the vesting schedule. The options generally vest in equal
amounts each month over the vesting term.
Options vest similarly to the monthly linear vesting schedule, except they vest in equal
amounts annually over the vesting term.
Options vest in equal amounts annually over the vesting term, and are also subject to
performance criteria.
Options that vest according to a period of service may be exercised as to a set
number of shares per agreed day of service, as defined in the specific option grant.
Fully vested at time of grant
Options may be exercised from the date of grant.
56
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONREVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 11. SHARE-BASED PAYMENTS (cont’d)
All option grants must be held for a minimum period commencing on the date on which the options are granted and continuing until the
earlier of:
•
•
the date which is 3 years after the date on which options are granted; or
the date on which the participant ceases employment with the Company.
Other relevant terms and conditions applicable to options granted under the ESOP include:
• The term of each option grant ranges primarily between 6 to 7 years from the date of grant or such shorter term as provided in the
Employee Share Option Plan agreement.
• Each option entitles the holder to one ordinary share.
• All awards granted under the ESOP are equity-settled.
• A 2 year holding lock applies to those options with annual linear or performance annual linear vesting schedules. For annual linear
options, the lock period applies following the relevant vesting date, and for performance annual linear options the lock period applies
from exercise date. During this period the shares issued cannot be transferred, sold, encumbered or otherwise dealt with.
(B) FAIR VALUE OF OPTIONS UNDER THE ESOP
The fair value of each option is estimated on the date of grant using the Black-Scholes option valuation model. The table below lists the
assumptions used in determining the fair value of the options granted during the year ended 30 June 2019:
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Share price ($)
DEC 2018
APR 2018
MAY 2019
0%
44%
1.99%
$1.05
0%
40%
1.46%
$1.10
0%
40%
1.70%
$1.10
A zero dividend policy assumption is used for valuing all option grants. This is in line with the Company’s capital management policy and
growth strategy.
Expected volatility used is the historical volatility of the peer group. The expected volatility reflects the assumption that the historical
volatility is indicative of future trends, which may not necessarily be the actual outcome.
The average expected life for 6 and 7 year options is assumed to be 5 - 6 years from the grant date. The expected life for 10 year options
is assumed to be 5 - 8 years. For all other options with a contractual life of 5 year or less, the expected life is assumed to be the total
contractual life from the date of grant to the expiry date.
There were 1,939,496 options exercised during the year ended 30 June 2019 (2018: 14,090,505).
The weighted average remaining contractual life for share options outstanding as at 30 June 2019 was 4 years (2018: 4 years).
The following table summarises further details of the share options outstanding at 30 June 2019:
RANGE OF EXERCISE PRICES
CONTRACTUAL LIFE
VESTING CONDITIONS
NO. OF OUTSTANDING OPTIONS
162 cents
150 cents
6 cents to 176 cents
6 cents to 45 cents
6 cents to 55 cents
0 cents
Total
10 years or less
No vesting in first 6 months of
5 year linear vesting period
4 years
4 year annual vesting,
plus performance criteria
10 years or less
5 year linear vesting
5 years and 10 years
12 months service
3, 5 and 10 years
12 months linear vesting
4 years
5 year annual vesting
2019
2018
690,000
400,000
6,154,423
27,311,604
-
3,017
2,611,147
36,770,191
-
31,715,817
1,043,478
10,626
-
33,169,921
56
57
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 11. SHARE-BASED PAYMENTS (cont’d)
The following table illustrates the number and weighted average exercise prices (WAEP) in cents and movements of share options during
the year:
2019
NUMBER
2019
WAEP (CENTS)
2018
NUMBER
2018
WAEP (CENTS)
Linear vesting schedule
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
Annual linear vesting schedule*
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
Performance annual linear vesting schedule
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
32,126,443
400,000
(896,018)
(3,625,804)
28,004,621
8,023,259
-
2,734,471
-
(123,324)
2,611,147
-
-
6,154,423
-
-
Outstanding at the end of the year
6,154,423
Exercisable at the end of the year
Fully vested at time of grant
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
Service Vesting Schedule
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
-
-
-
-
-
-
-
1,043,478
-
(1,043,478)
-
-
-
91
176
45
148
112
39
-
-*
-
-*
-*
-
-
150
-
-
150
-
-
-
-
-
-
-
6
-
6
-
-
-
Total outstanding at the end of the year
Total exercisable at the end of the year
36,770,191
8,023,259
Refer to Note 22, for outstanding share options at the end of the year that are not part of ESOP.
*These options have a zero exercise price. No amount is payable when the vested options are exercised.
34,364,325
10,813,180
(9,449,918)
(3,601,144)
32,126,443
4,682,461
-
-
-
-
-
-
-
-
-
-
-
-
4,640,587
-
(4,640,587)
-
-
-
1,043,478
-
-
-
1,043,478
1,043,478
33,169,921
5,725,939
19
175
25
120
91
36
-
-
-
-
-
-
-
-
-
-
-
-
8
-
8
-
-
-
6
-
-
-
6
6
58
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 11. SHARE-BASED PAYMENTS (cont’d)
(C) PERFORMANCE AND REMUNERATION SACRIFICE RIGHTS
Performance rights
During the period, the Company granted 2,900,000 performance rights as part of an equity incentive arrangement.
The following model inputs were used in the Black-Scholes valuation model to determine the fair value:
Grant date
Vesting period
Expiry date
Share price at grant date ($)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
3 equal annual tranches - first tranche on the date the performance condition is met
10 years from the date on which the performance right vests
May-19
$1.10
0%
N/A
N/A
2019
NUMBER
2019
WAEP (CENTS)
2018
NUMBER
2018
WAEP (CENTS)
Performance Rights
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
1,200,000
2,900,000
-
-
Outstanding at the end of the year
4,100,000
Exercisable at the end of the year
-
Remuneration sacrifice rights
-
-
-
-
-
-
1,200,000
-
-
-
1,200,000
-
-
-
-
-
-
-
The Company granted 498,587 remuneration sacrifice rights during the period. By the end of the period, these grants have fully vested.
Trading restrictions on shares issued apply with a minimum 1 year restriction period.
The following model inputs were used in the Black-Scholes valuation model to determine the fair value:
Grant date
Vesting period
Expiry date
Share price at grant date ($)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Conversion date (automatic exercise) – post the end of the relevant financial year
Sep-18
Employment conditions apply
Using a 60 day volume weighted average - $1.028
0%
N/A
N/A
2019
NUMBER
2019
WAEP (CENTS)
2018
NUMBER
2018
WAEP (CENTS)
Remuneration sacrifice rights
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited/expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
-
498,587
-
-
498,587
-
-
-
-
-
-
-
-
-
-
-
-
-
Expenses arising from share-based payment transactions
During the period, of the $3.8 million recognised as share-based payment expenses, $1.7 million relates to performance and
remuneration sacrifice rights.
-
-
-
-
-
-
59
58
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 12. DEPOSITS
Deposits
2019
$000
26,918
26,918
2018
$000
11,563
11,563
The deposits are at call, earn a daily interest with rates that increase for every dollar held for longer than 30 days, 60 days and 90 days,
and are guaranteed by the Australian Government up to $250,000 per customer.
13. TRADE PAYABLES AND OTHER LIABILITIES
Accounts payable
Deferred rent incentive
Accruals – scheme fees, commissions, bonuses and others
Other liabilities – payroll liabilities and clearing suspense
14. PROVISIONS
Annual leave provision
Balance at the beginning of the year
Provided for during the year
Released during the year
Balance at the end of the year
Long service liability
Balance at the beginning of the year
Provided for during the year
Released during the year
Balance at the end of the year
Other provisions
Balance at the beginning of the year
Provided for during the year
Released during the year
Balance at the end of the year
Total provisions - current liabilities
2019
$000
3,320
2,654
6,738
8,881
21,593
2019
$000
2,475
4,103
(3,696)
2,882
303
120
(143)
280
1,144
-
(1,144)
-
3,162
2018
$000
2,933
2,978
4,332
3,521
13,764
2018
$000
1,907
3,446
(2,878)
2,475
299
82
(78)
303
430
714
-
1,144
3,922
Other provisions were calculated based on potential contractual obligations, which did not subsequently arise. The provision was
therefore released during the year.
60
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 15. NON-CURRENT LIABILITIES
Provisions
Long service leave liability
Balance at the beginning of the year
Provided for during the year
Released during the year
Balance at the end of the year
Make good provision
Balance at the beginning of the year
Provided for during the year
Balance at the end of the year
Total provisions - non-current liabilities
16. CONTRIBUTED EQUITY AND RESERVES
(i) Ordinary shares
Issued and fully paid
Ordinary shares paid at 5 cents each
Ordinary shares paid at 6 cents each
Ordinary shares paid at 8 cents each
Ordinary shares paid at 10 cents each
Ordinary shares paid at 12 cents each
Ordinary shares paid at 14 cents each
Ordinary shares paid at 15 cents each
Ordinary shares paid at 30 cents each
Ordinary shares paid at 37.5 cents each
Ordinary shares paid at 45 cents each
Ordinary shares paid at 55 cents each
Ordinary shares paid at 60 cents each
2019
NUMBER OF SHARES
2018
NUMBER OF SHARES
61,018,733
186,909,116
17,473,939
8,669,606
570,206
52,389
10,475,433
35,575,640
3,123,539
9,702,268
12,562,168
1,222,357
61,018,733
185,865,638
15,848,939
8,659,606
463,539
52,389
10,475,433
35,575,640
2,799,346
9,414,989
12,562,168
895,848
Ordinary shares paid at 1.04 dollars each
96,638,869
96,638,869
Ordinary shares paid at 1.49 dollars each
52,721
36,118
443,871,751
440,307,255
2019
$000
359
183
(52)
490
409
147
556
1,046
2019
$000
3,051
11,215
1,398
867
68
7
1,571
10,673
1,121
4,366
6,909
713
100,127
69
142,155
2018
$000
272
132
(45)
359
262
147
409
768
2018
$000
3,051
11,152
1,267
866
56
7
1,571
10,673
1,050
4,237
6,909
537
100,127
54
141,557
Costs directly attributable to the capital raising (net of tax)
Ordinary shares
(299)
(299)
141,856
141,258
The issuance payments above reflect a combination of transactions at arm’s length, as well as by way of options being exercised.
During the year ended 30 June 2019, 3,564,496 ordinary shares were issued upon exercise of options, raising a total of $0.6 million in
fully paid capital.
Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends when declared and, in the event of winding up of the Company, to participate in
the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on ordinary shares held. Ordinary
shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
60
61
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
16. CONTRIBUTED EQUITY AND RESERVES (cont’d)
(ii) Share-based payments reserve
Balance at the beginning of the year
Share-based payments expensed
Balance at the end of the year
2019
$000
11,687
3,788
15,475
2018
$000
10,276
1,411
11,687
The share-based payments reserve is used to record the value of share-based payments or benefits provided to any Directors and
employees as part of their remuneration or compensation.
(iii) General reserve for credit losses
Balance at the beginning of the year
Transfer from accumulated losses:
Appropriation for chargeback losses
Appropriation for lending losses
Balance at the end of the year
2019
$000
1,264
223
431
1,918
2018
$000
1,091
72
101
1,264
The general reserve for credit losses has been created to satisfy APRA’s prudential standards for ADIs as described in Note 1(w). The
Company applies an internal methodology to estimate the credit risk of its merchant customers and the maximum losses based upon
a number of assumptions concerning the performance of merchants in relation to the Company’s credit risk grading system and
actual experience.
(iv) FVOCI reserve
Balance at the beginning of the year
Adjustment from initial adoption of AASB 9
Total revaluations for the year
Balance at the end of the year
2019
$000
855
(798)
42
99
2018
$000
623
-
232
855
For periods prior to the adoption of AASB 9 on 1 July 2018, this reserve represented the available-for-sale revaluation reserve under
AASB 139.
62
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
16. CONTRIBUTED EQUITY AND RESERVES (cont’d)
(v) Option premium reserve
Balance at the beginning of the year
Total options transferred to shares
Balance at the end of the year
Total reserves at the end of the year
(vi) Accumulated losses
Movements in accumulated losses were as follows:
Accumulated losses at the beginning of the financial year
Adjustment from initial adoption of AASB 9
Loss attributable to shareholders of the Company
Transfer to general reserve for credit losses
Accumulated losses at the end of the financial year
2019
$000
167
(167)
-
2019
$000
17,492
2019
$000
(45,690)
1,328
(18,387)
(654)
(63,403)
2018
$000
167
-
167
2018
$000
13,973
2018
$000
(29,147)
-
(16,370)
(173)
(45,690)
62
63
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES
The Company’s principal financial instruments include cash and cash equivalents, deposits due from other financial institutions, trade
and other receivables, loans, financial investments, deposits and trade and other payables.
(i) Risk management
The Board is responsible for approving and reviewing the Risk Management Strategy, and determining the Company’s appetite for risk.
The CEO and Management team are responsible for implementing the Risk Management Strategy, and for developing policies, controls,
processes and procedures for identifying and managing risk.
Various management committees, including the Management Risk Committee (MRC), the Management Credit Committee (MCC) and
the Asset and Liability Management Committee (ALCO), ensure appropriate execution of the risk management strategy is applied to the
day-to-day operations and regularly report to the Board Risk Committee (BRC).
(ii) Risk controls
Risks are controlled through a process that identifies key risks, establishes controls to manage those risks, and maintains a regular review
process to monitor the effectiveness of controls. Business risks are controlled within tolerance levels approved by the Board.
(iii) Internal Audit
The Company has an independent and adequately resourced Internal Audit function. The Internal Audit function provides independent
assurance to the Board on the adequacy and effectiveness of the control environment and risk framework.
(iv) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its lending and
investing activities, including deposits with banks and financial institutions, foreign exchange transactions and financial investments in
floating rate notes.
The maximum exposure to credit risk is represented by the carrying amounts of the financial assets at the reporting date. The
Company’s credit risk management framework outlines the core values which govern its credit risk taking activities and reflect the
priorities established by the Board.
The framework is used to develop target market strategies, underwriting standards and credit procedures which define the operating
processes. The operation of a credit risk grading system coupled with ongoing monitoring, reporting and review allows the Company to
identify changes in credit quality at client and portfolio levels and to take corrective actions in a timely manner.
Credit losses from chargebacks
In addition, the Company is subject to the risk of credit card losses via chargebacks. The maximum period the Company is potentially liable
for such chargebacks is 120 days after the date of the transaction. The Company manages credit risk associated with its merchant portfolio
both at an individual and a portfolio level, by monitoring the concentration of risk by industry and type of counterparty.
It is the Company’s policy that all merchants are subject to credit verification procedures including an assessment of their independent
credit rating, past behaviour and an overview of trading history.
As part of equity, a General Reserve for Credit Losses is maintained to cover losses due to uncollectible chargebacks that have not been
specifically identified. The reserve is calculated based on estimated future credit losses as described in Note 1(w). The Company does
not hold any credit derivatives or collateral to offset its credit exposure. The Company’s exposure to bad debts from chargebacks is not
significant at the reporting date.
64
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
Credit losses from loans
The Company is also subject to the risk of credit losses from its unsecured loan product. The Company manages this risk in accordance
with the Board approved Lending Credit Risk Policy. Responsibility for monitoring and management of this risk is delegated to the Chief
Risk Officer (CRO). The CRO is also responsible for ensuring the Lending Credit Risk Policy is reviewed regularly and submitted to the
BRC for endorsement and approval by the Board.
To manage the risk of credit losses, various underwriting criteria is in place before a loan can be offered, which includes assessment
of credit bureau scores, age of credit files and no adverse records, time in business, and an internal credit risk assessment. A merchant
must also have a minimum acquiring transaction history to be eligible for a loan offer, as well as providing a personal guarantee.
The Company maintains a General Reserve for Credit Losses to also cover credit losses estimated but not certain to arise over the full
life of the loans as described in Note 1(w).
This table summarises the Company’s credit risk exposures as at reporting date:
30 JUNE 2019
STANDARD & POORS CREDIT RATING*
AAA
AA
A+
A
A-
BBB+
unrated
30 JUNE 2018
STANDARD & POORS CREDIT RATING*
AAA
AA
A+
A
A-
BBB+
unrated
*Long-term credit rating
CASH AND
BALANCES WITH
FINANCIAL
INSTITUTIONS
($000)
DUE FROM
OTHER
FINANCIAL
INSTITUTIONS
($000)
TRADE
RECEIVABLES
($000)
LOANS AND
ADVANCES
($000)
21,725
-
726
-
2,175
7,839
-
-
-
71
-
-
-
-
-
-
-
-
64
-
-
-
-
-
-
-
26,972
15,665
23,900
7,910
27,762
15,665
CASH AND
BALANCES WITH
FINANCIAL
INSTITUTIONS
($000)
DUE FROM
OTHER
FINANCIAL
INSTITUTIONS
($000)
TRADE
RECEIVABLES
($000)
LOANS AND
ADVANCES
($000)
16,414
-
968
-
12,150
17,744
28
-
-
68
-
-
-
-
3
-
-
-
114
-
-
-
-
-
-
-
14,822
7,590
28,564
17,812
15,935
7,590
64
65
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
(v) Operational risk
Operational risk is the risk that arises from inadequate or failed internal processes and systems, human error or misconduct, or from
external events. It also includes, amongst other things, technology risk, model risk and outsourcing risk.
The BRC is responsible for monitoring the operational risk profile, the performance of operational risk management and controls, and the
development and ongoing review of operational risk policies.
(vi) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market prices comprise four types of risk: interest rate risk, foreign currency risk, commodity price risk and other price risk, such as
equity price risk. The Company does not engage in financial market trading activities nor assume any foreign exchange, interest rate
or other derivative positions and does not have a trading book. The Company does not undertake any hedging around the values of its
financial instruments as any risk of loss is considered insignificant to the operations of the Company at this stage.
Any government securities, bank bills or other marketable instruments that the Company holds are for investment or liquidity purposes
and held in the normal course of business in line with investment and liquidity guidelines. Each component of market risk is detailed
below as follows:
1) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company has exposure to interest rate risk primarily on its variable interest-bearing cash and cash equivalent
balances, term deposits, floating rate notes, loans and variable deposits (bank account for businesses).
Interest rate sensitivity analysis
The following demonstrates the sensitivity to a reasonably possible change in interest rates. With all other variables held constant, the
Company’s profit is affected as follows:
An increase of 50 basis points for 12 months in the general cash rate (assuming other factors remain constant) will increase the
Company’s profit and increase equity by $284,669 (2018: $403,019). A decrease of 50 basis points in the general cash rate will have an
equal and opposite effect.
The following table shows the financial assets and liabilities on which the interest rate sensitivity analysis has been performed.
(AMOUNTS IN $000)
VARIABLE INTEREST RATE
FIXED INTEREST RATE
TOTAL
< 3 MONTHS
3 TO 12 MONTHS
> 1 YEAR
Financial assets
Cash and cash equivalents
23,400
-
- -
23,400
Other term deposits
USD term deposit
Loans
Floating rate notes
Financial liabilities
Deposits
1,460
1,547
1,547
1,431
-
-
1,854 -
-
3,750
11,174 741
36,948
-
- -
5,985
1,854
15,665
36,948
(26,918)
-
- -
(26,918)
66
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
2) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates.
The Company is not exposed to foreign currency risk in the settlement of merchant transactions as all monies received and paid are
in Australian dollars. The Company’s settlement of fees with card schemes and the purchases of terminals from foreign suppliers are
transacted in foreign currencies at the exchange rate prevailing at the transaction date. At the reporting date the Company has some US
dollar and Euro exposure.
Foreign currency sensitivity analysis
The following demonstrates the sensitivity to a reasonably possible change in the US dollar and Euro exchange rates, with all other
variables held constant.
An appreciation of 15% of the US dollar and Euro compared to the Australian dollar (assuming other factors remain constant), will
increase the Company’s profit and increase equity by $183,055 (2018: $381,991). A depreciation of 15% of the US dollar and Euro
compared to the Australian dollar will reduce the Company’s profit and reduce equity by $135,302 (2018: $282,341).
The following table shows the financial assets and liabilities on which the foreign currency sensitivity analysis has been performed.
USD term deposit
UnionPay deposit
Financial investments
Trade payables
Trade payables
3) Other price risk
USD
USD
USD
EUR
USD
AUD 2019
($000)
1,854
71
-
888
-
AUD 2018
($000)
1,759
68
1,222
809
75
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
conditions (other than those arising from interest rate risk or currency risk), for example from changes in equity prices. The Company
historically had price risk from its investment in Visa shares which were valued by way of reference to an underlying listed equity on the
New York Stock Exchange and as such its fair value fluctuated in direct proportion with the quoted market price indicated. The Company
sold all of its Visa shares during the financial year.
(vii) Capital Management
The Company’s capital management objectives are to:
• Maintain a sufficient level of capital above the regulatory minimum to provide a buffer against loss arising from unanticipated events,
and allow the Company to continue as a going concern; and
• Ensure that capital management is closely aligned with the Company’s business and strategic objectives.
The Company manages capital adequacy according to the framework set out by APRA Prudential Standards.
APRA determines minimum prudential capital ratios (eligible capital as a percentage of total risk-weighted assets) that must be held by
all ADIs. Accordingly, the Company is required to maintain a minimum prudential capital ratio (eligible capital as a percentage of total
risk-weighted assets) on a Level 1 basis as determined by APRA.
The Board considers the Company’s strategy, financial performance objectives, and other factors relating to the efficient management
of capital in setting target ratios of capital above the regulatory required levels. These processes are formalised within the Company’s
Internal Capital Adequacy Assessment Process (ICAAP). The Company operates under the specific capital requirements set by APRA.
The Company has satisfied its minimum capital requirements throughout the 2019 financial year in the form of Tier 1 capital which is the
highest quality components of capital.
66
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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
CAPITAL ADEQUACY
Tier 1 Capital
Common Equity Tier 1 Capital
Contributed capital
Accumulated losses & reserves
Regulatory adjustments to Common Equity Tier 1 Capital
Net deferred tax assets
Capitalised expenses
Other adjustments
Common Equity Tier 1 Capital
Additional Tier 1 Capital
Total Tier 1 Capital
Tier 2 Capital
General reserve for credit losses1
Total Tier 2 Capital
Total Capital
Total risk weighted assets
Risk weighted capital ratios
Common Equity Tier 1
Tier 1
Total Capital ratio
2019
($000)
2018
($000)
141,856
(47,828)
94,028
(13,028)
(2,503)
(211)
(15,742)
78,286
-
78,286
977
977
79,263
141,258
(32,981)
108,277
(11,351)
-
(1,222)
(12,573)
95,704
-
95,704
769
769
96,473
85,827
69,208
%
91
91
92
%
138
138
139
(1) Standardised approach (to a maximum of 1.25% of total risk weighted assets).
(viii) Liquidity risk
The Company’s liquidity risk is the risk that the Company will have insufficient liquidity to meet its obligations as they fall due. This could
potentially arise as a result of mismatched cash flows.
The Company manages this risk by the Board approved liquidity framework. Responsibility for liquidity management is delegated to the
CFO and CEO. The CFO manages liquidity on a daily basis and submits monthly reports to ALCO, and to the BRC at the seating of the
BRC. The CFO is also responsible for monitoring and managing capital planning. The capital plan outlines triggers for additional funding
should liquidity be required.
Liquidity risk management framework models the ability to fund under both normal conditions and periods of stress. The capital plan
and liquidity management is reviewed at least annually.
At the reporting date, the Board of Directors determined that there was sufficient cash available to meet its financial liabilities and
anticipated expenditure.
68
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
MATURITY ANALYSIS
Amounts in the table below are based on contractual undiscounted cash flows for the remaining contractual maturities.
(AMOUNTS IN $000)
<3 MONTHS
3 TO 6 MONTHS >6 TO 12 MONTHS
>1 TO 5 YEARS
>5 YEARS
TOTAL
As at 30 June 2019
Financial liabilities
Deposits
Trade payables and other liabilities
As at 30 June 2018
Financial liabilities
Deposits
Trade payables and other liabilities
(ix) Fair values
(26,918)
(21,593)
(48,511)
-
-
-
-
-
-
-
-
-
-
-
-
(26,918)
(21,593)
(48,511)
<3 MONTHS 3 TO 6 MONTHS >6 TO 12 MONTHS
>1 TO 5 YEARS
>5 YEARS
TOTAL
(11,563)
(13,764)
(25,327)
-
-
-
-
-
-
-
-
-
-
-
-
(11,563)
(13,764)
(25,327)
The Company uses various methods in estimating the fair value of a financial instrument. The methods comprise:
Level 1 – the fair value is calculated using quoted prices in active markets.
Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices).
Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
Quoted market price represents the fair value determined based on quoted prices in active markets as at the reporting date without any
deduction for transaction costs.
The table below shows the Company’s financial assets that are measured at fair value. Management has assessed that for other
financial assets and liabilities not disclosed in the table below, that due to their short-term maturity profile, the carrying amount is an
approximation of fair value. Refer to Note 1(d) for further detail on the change in measurement of loans to FVTPL on transition to AASB 9.
Financial Asset
Floating rate notes
Loans
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
YEAR ENDED 30 JUNE 2019 ($000)
36,948
-
-
-
-
15,665
36,948
15,665
Equity investments - VISA shares
-
-
-
-
- Other
-
-
211
211
36,948
-
15,876
52,824
Financial Asset
Floating rate notes
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
YEAR ENDED 30 JUNE 2018 ($000)
37,875
-
-
37,875
Equity investments - VISA shares
1,222
-
-
1,222
39,097
-
-
39,097
68
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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 17. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND PROCESSES (cont’d)
FLOATING RATE NOTES
The floating rate notes invested in by the Company have a short-term repricing profile and are of high credit quality. The fair value of these
floating rate notes is obtained from an independent third party pricing service that uses tradable prices and quotes from active markets.
LOANS
Loans are included in Level 3 due to one or more of the significant inputs used in determining the fair value being based on
unobservable inputs. To determine the fair value, an income valuation approach is used. This technique converts forecasted cash
flows to a present value amount (also known as a discounted cash flow method). Forecast cash flows are actuarially determined using
predictive models based partly on evidenced historical performance and expected repayment profiles.
This model was developed due to the change in accounting policy for AASB 9 which resulted in loans being measured at fair value
(previously at amortised cost). The fair value model will be periodically reviewed, tested and refined as needed.
The fair value of loans requires estimation of:
• The expected future cash flows;
• The expected timing of receipt of those cash flows; and
• Discount rates derived from similar observed rates for comparable assets that are traded in the market.
The main inputs used in measuring the fair value of loans are as follows:
• Loan balance - accepted principal and fee, outstanding principal and fee, and date of acceptance;
• Annual settlement amount - forecasted total annual settlements for loan customers;
• Current repayment percentage - percentage of daily settlements through the loan customers’ terminals that go towards loan
repayments;
• Historical default and recovery information; and
• Discount rates - market benchmarked discount rate and allows for a market level of default risk.
The unobservable pricing inputs which determine fair value are based on:
• Tyro pricing of loans;
• Historical data with respect to behavioural repayment patterns – generally ranging between 3 to 6 months; and
• Default experience.
These inputs directly affect the fair value and there are no reasonable alternative inputs which warrant disclosure.
Refer to Note 2 for the components making up the fair value gain in the period.
EQUITY INVESTMENTS
As at the reporting date, the only remaining investments in equity were those equity instruments received as part of the sublease
arrangement of Level 5 of the Company’s registered office to a third party, which previously operated as the Tyro Fintech Hub.
These investments are also included in Level 3 due to one or more of the significant inputs used in determining the fair value being
based on unobservable inputs. To determine the fair value, a revenue multiples approach was used using comparative industry multiples
of the third party to arrive at an enterprise value, and then deriving the investment value of the Company’s share in that enterprise.
The unobservable pricing inputs which determine fair value are based on:
•
Industry multiples; and
• Historical data with respect to revenue of the third party.
TRANSFER BETWEEN CATEGORIES
There were no transfers between Level 1, Level 2 or Level 3 during the financial year.
70
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 18. COMMITMENTS AND CONTINGENCIES
COMMITMENTS RELATING TO BECS
The Company pays merchants through the BECS system (Bulk Electronic Clearing System). As a result of BECS intra-day settlements,
which went live in November 2013, all merchant settlements committed are processed on the same day.
Contingent liabilities arising from commitments are secured by way of standby letters of credit or bank guarantees as follows:
CONTINGENT LIABILITIES – SECURED
(i) Irrevocable standby letters of credit in favour of:
Mastercard International
Visa International
UnionPay International
(ii) Bank Guarantee in favour of:
UIR Australia, the lessor of 155 Clarence Street, Sydney
2019
$000
3,254
60
71
4,525
7,910
2018
$000
3,159
60
68
4,525
7,812
The Company has provided an irrevocable standby letter of credit of $3.4 million (in 2018: $3.3 million) secured through fixed charges
over term deposits with the Commonwealth Bank of Australia and Westpac Banking Corporation, to Mastercard International, Visa
International and UnionPay International. These are one-year arrangements that are subject to automatic renewal on an annual
basis. Mastercard International and Visa International, at their discretion, may increase the required amounts of the standby letters
of credit upon written request to the Company. The required amounts of the standby letters of credit are dependent on Mastercard
International’s and Visa International’s view of their risk exposure to the Company.
A bank guarantee has been issued by the Westpac Banking Corporation in relation to the lease arrangement for the office premises.
The amount represents up to 9 month’s rent and includes all annual increases of 4% since 2016 until lease maturity and is refundable on
expiry of the lease agreement, subject to satisfactory vacation of the leased premises.
70
71
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 13,258
-
13,258
2018
$000
-
-
-
19. LEASES
(A) OPERATING LEASE COMMITMENTS - COMPANY AS LESSOR
Prior to April 2010, the Company operated a “rent to own” model whereby ownership of the terminal would transfer to the merchant
once they had made 36 consecutive rental payments. However, the Company carried the risk of repairing or replacing the terminal
over the 3 year period. The merchant would then continue to pay a service and maintenance fee after this period.
From April 2010, the Company has moved to a perpetual rental model whereby there will be no transfer of ownership of the asset,
and the merchant will pay terminal rental for the duration that they are with the Company. There is no minimum rental period for
merchants and they are able to terminate with the Company at any time with no penalty or buy out fees, provided the terminal is
returned to the Company.
TYPE OF TERMINALS
Yomani XR and Yoximo 3G (including accessories)
Xenta, Xentissimo and Yomani
COST
$000
30,756
5,912
36,668
(17,498)
(5,912)
(23,410)
ACCUMULATED
DEPRECIATION
$000
NET CARRYING
VALUE
$000
(B) OPERATING LEASE COMMITMENTS - COMPANY AS LESSOR (SUBLEASE ARRANGEMENT)
Future minimum rentals receivable under the non-cancellable operating leases as at 30 June 2019 are as follows:
Within one year
After one year but not more than five years
2019
$000
635
1,436
2,071
The operating lease commitments relate to the sublease of Level 5 of the Company’s registered office. It is a non-cancellable lease with
a term of up to 2 years, 6 months and 21 days ending 20 January 2022, aligned to the Company’s head-lease. The sublease agreement
does not provide the lessee with the option to extend the lease. Lease payments are subject to annual increases of 4%.
(C) OPERATING LEASE COMMITMENTS - COMPANY AS LESSEE
Future minimum rentals payable under the non-cancellable operating leases as at 30 June 2019 are as follows:
Within one year
After one year but not more than five years
2019
$000
4,721
7,703
12,424
2018
$000
4,482
12,279
16,761
The operating lease commitments relate to the lease of the Company’s registered office located at Level 1, 155 Clarence Street, Sydney
NSW. It is a non-cancellable lease with a term of up to 7 years ending 21 January 2022. The lease agreement provides the Company with
the option to extend the lease for another 3 years. Lease payments are subject to annual increases of 4%.
72
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
20. SEGMENT REPORTING
The Company operates in one geographical segment being Australia. Currently the acquiring business segment which provides EFTPOS
solutions to merchants (transaction processing, clearing and settlement activities within the Australian Payments System) comprises the
only material contributor to the Company’s Statement of Comprehensive Income. Therefore, no segment reporting attributed to other
products has been presented in the current year.
21. AUDITOR’S REMUNERATION
Amounts paid or payable to the auditor, Ernst & Young (EY), for audit, audit-related, and non-audit services performed during the year
are set out as follows:
Audit and audit-related services to the Company
Audit or review of the financial reports of the Company
Audit-related services (regulatory compliance)
Other services in relation to the Company
Tax compliance
Other assistance and services
2019
$000
372
55
64
35
526
2018
$000
384
160
72
30
646
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the
auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in Note 21 do not compromise the external auditor’s independence for the
following reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the
auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or
auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and rewards.
72
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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 22. RELATED PARTY DISCLOSURES
(A) COMPENSATION OF KEY MANAGEMENT PERSONNEL
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to Key
Management Personnel.
Details of Key Management Personnel
DIRECTORS
Kerry Roxburgh
Mike Cannon-Brookes1
Hamish Corlett
Rob Ferguson2
David Fite
Catherine Harris
Paul Rickard
David Thodey
(1) Resigned 28 February 2019.
TITLE
Non-executive Director, Chairman
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
APPOINTED
18 April 2008
10 December 2009
18 April 2019
17 November 2005
3 July 2018
17 December 2015
28 August 2009
16 November 2018
(2) Appointed to Acting Managing Director and Acting Chief Executive Officer from 14 June 2017 to 23 March 2018. Resigned on 3 July 2018.
EXECUTIVES
Robbie Cooke
Dave Coombes
Angela Green
Justin Mitchell1
Praveenesh Pala
Joshua Walther
Bronwyn Yam
TITLE
Chief Executive Officer
Chief Technology Officer
Chief Risk Officer
Chief Risk Officer
Chief Financial Officer
Chief Customer Officer
Chief Product Officer
(1) Ceased employment on 7 June 2019.
Compensation of Key Management Personnel
Short-term benefits
Long-term benefits (long service leave)
Post-employment benefits (superannuation)
Share-based payments
Total
APPOINTED
23 March 2018
3 July 2017
3 June 2019
19 March 2007
20 October 2014
25 May 2017
16 October 2017
2019
$000
4,444
22
286
2,413
7,165
2018
$000
3,312
-
264
563
4,139
74
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 22. RELATED PARTY DISCLOSURES (cont’d)
Interests held by Key Management Personnel
Share options and rights held by Key Management Personnel to purchase ordinary shares have the following expiry dates and
exercise prices.
ISSUE YEAR
EXPIRY YEAR
EXERCISE PRICE($)
2019
NUMBER OUTSTANDING
2018
NUMBER OUTSTANDING
FY08/09
FY10/11
FY13/14
FY13/14
FY14/15
FY14/15
FY15/16
FY15/16
FY16/17
FY16/17
FY16/17
FY17/18
FY17/18
FY17/18
FY17/18
FY18/19
FY18/19
FY18/19
FY18/19
FY17/18
FY19/20
FY20/21
FY19/20
FY21/22
FY19/20
FY22/23
FY19/20
FY23/24
FY23/24
FY19/20
FY23/24
FY24/25
No expiry date
FY24/25
FY25/26
No expiry date
$0.060
$0.080
$0.375
$0.375
$0.450
$0.450
$0.600
$0.600
$1.490
$1.490
$1.620
$1.760
$1.760
$1.620
$0.000
$0.000
$1.500
$0.000
-
-
442,397
98,160
234,038
323,945
171,173
252,150
149,959
227,103
200,000
94,166
3,068,180
400,000
1,200,000
745,237
4,599,709
2,798,587
1,043,478
3,250,000
-
528,287
-
549,297
-
461,289
-
477,076
200,000
-
400,000
3,605,680
-
-
-
-
During the year, 5,344,946 options and 2,798,587 rights were granted to Key Management Personnel.
(B) TRANSACTIONS WITH RELATED PARTIES
The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year.
These transactions were on arm’s length commercial terms and conditions.
RELATED PARTY
Atlassian Pty Ltd
2019
$000
Software purchased
2018
$000
(48)
2018
$000
(47)
Mike Cannon-Brookes, a Non-Executive Director of the Company until his resignation on 28 February 2019, is Co-Founder, CEO and
Director of Atlassian.
74
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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 22. RELATED PARTY DISCLOSURES (cont’d)
(C) SHARE OPTIONS WITH RELATED PARTIES (NOT UNDER ESOP)
In December 2010, the Company granted 7.5 million share options to related parties for providing a (now expired) loan facility to the
Company for liquidity purposes, which was drawn down. These options are not under ESOP.
During the year, 1.6 million share options were exercised. As at 30 June 2019, 4.3 million shares were outstanding with a WAEP of 8 cents.
Euclid Capital Partners, related party of David Fite (Shareholder)1
Abyla Pty Ltd, related party of Mike Cannon-Brookes (Director)2
Total
(1) Appointed Director on 3 July 2018.
(2) Resigned 28 February 2019.
OUTSTANDING OPTIONS AT THE END OF THE YEAR
2,625,000
1,625,000
4,250,000
23. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 8 July 2019, the Company announced it was investigating the potential to move from its current non-listed public company structure
to an ASX listed structure.
In the opinion of the Directors, there have been no other matters or circumstances which have arisen between 30 June 2019 and
the date of this report that have significantly affected or may significantly affect the operations of the Company, the result of those
operations or the state of affairs of the Company in subsequent financial years.
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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2019 (cont’d)REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019 DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Tyro Payments Limited, I state that:
In the opinion of the Directors:
a) the financial statements and notes of the Company are in accordance with the Corporations Act 2001, including:
I. giving a true and fair view of the Company’s financial position as at 30 June 2019 and of its performance for the year ended on
that date; and
II. complying with Accounting Standards and Corporations Regulations 2001;
b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and
c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Kerry Roxburgh
Chairman
Sydney, 29 August 2019
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REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
INDEPENDENT AUDITOR’S REPORT
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent Auditor's Report to the Members of Tyro Payments
Limited
Opinion
We have audited the financial report of Tyro Payments Limited (the Company), which comprises the
statement of financial position as at 30 June 2019, the statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, notes to the
financial statements, including a summary of significant accounting policies, and the directors’
declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the
Corporations Act 2001, including:
a)
giving a true and fair view of the Company's financial position as at 30 June 2019 and of its
financial performance for the year ended on that date; and
b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Company in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial report and our auditor’s
report thereon. The other information comprises the Chairman’s Letter, Chief Executive Officer’s
Operational and Financial Review and Directors’ Report accompanying the financial report.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
INDEPENDENT AUDITOR’S REPORT (cont’d)
Page 2
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar3.pdf.
This description forms part of our auditor’s report.
Ernst & Young
Michael Byrne
Partner
Sydney
29 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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INFORMATION FOR SHAREHOLDERS
A hard copy of this Annual Report can be obtained by contacting the
Company Secretary. The Company became a disclosing entity in the 2016
financial year and publishes an Interim Financial Report for each half-year
ended 31 December.
Details of announcements released by Tyro can be found on Tyro’s Investors
page at www.tyro.com.
ANNUAL GENERAL MEETING
The Tyro Annual General Meeting will be held at the Sydney Opera House,
at Bennelong Point, 2 Macquarie Street, Sydney NSW 2000 on Tuesday 15
October 2019, commencing at 3pm.
Share Registry Information
Tyro maintains its share registry. For information about your shareholding
or to notify a change of address or contact details, please contact Tyro’s
Company Secretary via:
Phone: +61 2 8907 1700
Email: cosec@tyro.com
Tyro Payments Limited
Attn: Company Secretary
Level 1, 155 Clarence Street
Sydney NSW 2000
ELECTRONIC COMMUNICATIONS
Shareholders can elect to receive the Annual Report and other shareholder
communications by email. Shareholders who wish to register or notify a
change of their email address should contact Tyro’s Company Secretary via:
Phone: +61 2 8907 1700
Email: cosec@tyro.com
Tyro Payments Limited
Attn: Company Secretary
Level 1, 155 Clarence Street
Sydney NSW 2000
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REVIEW DIRECTORS’ REPORT FINANCIAL REPORT ADDITIONAL INFORMATIONTYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
REVI EW DIRECTORS’ REPO RT FI NANCIAL REPORT ADDITIONAL INFORMATION
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DIRECTORS
Kerry Roxburgh (Chairman)
Hamish Corlett
David Fite
Catherine Harris
Paul Rickard
David Thodey
COMPANY
SECRETARY
Sami Wilson
REGISTERED
OFFICE
Level 1, 155 Clarence Street
Sydney NSW 2000
+61 2 8907 1700
AUDITORS
Ernst & Young
200 George Street
Sydney NSW 2000
+61 2 9248 5555
WEBSITE
www.tyro.com
TYRO PAYMENTS LIMITED – ANNUAL REPORT 2019
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