Annual
Report
2022
Tyro Payments Limited ABN 49 103 575 042
ABOUT THIS REPORT
HIGHLIGHTS
CHAIR'S LETTER
CEO | MANAGING DIRECTOR’S REPORT
(Incorporating the Operating and Financial Review)
Financial Performance
Financial Position
Looking Ahead
Dedicated Tyros
PROFILES
Board of Directors
Executive Leadership Team
5 YEAR TRACK RECORD
SUSTAINABILITY
DIRECTORS’ REPORT
REMUNERATION REPORT
Letter from the Chair of the People Committee
Audited Remuneration Report
AUDITOR’S INDEPENDENCE DECLARATION
FINANCIAL REPORT
ADDITIONAL INFORMATION
Shareholder Information
Corporate Directory
6
8
10
15
20
33
34
35
36
37
42
47
49
57
69
70
74
104
107
167
168
171
4
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 ‘Setting businesses
free to get on
with business by
simplifying payments
and commerce’
5
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 About this
Report
Reporting approach
We are pleased to present our 2022 annual
reporting suite to our Shareholders and other
stakeholders, which, for the first time has been
prepared with reference to integrated reporting
frameworks. This reporting suite provides a
consolidated review of our financial, economic,
social and environmental performance on
matters material to our strategy and our ability
to create and sustain value into the future.
2022 Annual
reporting suite
Our 2022 Annual Report should be read in
conjunction with the other reports that comprise
our 2022 annual reporting suite. They are
available at Tyro’s Investor Centre.
• Media Release: https://investors.tyro.com/
investor-centre/?page=results-centre
• Corporate Governance Statement:
https://investors.tyro.com/investor-
centre/?page=corporate-governance
Investor Presentation: https://investors.tyro.
com/investor-centre/?page=results-centre
• Sustainability Report: https://investors.tyro.
com/investor-centre/?page=sustainability
•
6
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Some parts of this Annual Report include
information regarding Tyro’s strategy and include
forward looking statements about Tyro and the
environment in which it operates that involve risks
and uncertainties. Actual results and the timing
of certain events may differ materially from future
results expressed or implied by the forward-looking
statements contained in this report.
All amounts contained in this report are stated in
Australian dollars (AUD) except where indicated.
Non-IFRS measures such as Earnings before
Interest, Depreciation and Amortisation (EBITDA)
have been included in this report as Tyro believes
they provide useful information to stakeholders to
assist in understanding the Group’s performance.
Non-IFRS measures should not be viewed in
isolation or considered as substitutes for measures
reported in accordance with Australian Accounting
Standards and IFRS.
2022 Financial Report
The Financial Report and Notes set out on
pages 107 to 154 are prepared in accordance
with the Corporations Act 2001, including
complying with Australian Accounting
Standards, the Corporations Regulations 2001
and other mandatory professional reporting
requirements. The remuneration disclosures
set out in the Directors’ Report comply with
Accounting Standard AASB 124 Related Party
Disclosures and the Corporations Regulations
2001 and the financial statements and notes
also comply with International Financial
Reporting Standards (IFRS) as disclosed in the
Financial Report.
Scope and boundaries
The contents of this report relate to Tyro Payments
Limited (Tyro or the Company) and its subsidiaries
(the Group) for the 2022 financial year. This report
covers the Group’s performance for the year ended
30 June 2022, compared to the prior year ended
30 June 2021 and the matters included address
material issues for the Group. The process Tyro
utilised in determining and applying materiality
is included in the Notes to the Financial Report.
References to H1 FY22, refer to the six months
ended 31 December 2021. References to H2 FY22,
refer to the six months ended 30 June 2022.
7
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Highlights
TRANSACTION
VALUE $34.2
BILLION
UP 34%
EBITDA
$10.7M
Launch
of Tyro Go
Card Reader
RECORD LOAN
ORIGINATIONS
$99.1
MILLION
UP 283%
Launch
of Web
Banking
LIFT
IN NPS +34
(FY21: +21)
NEW
APPLICATION
NUMBERS
14,777
applications
8
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 GROSS
PROFIT
(NORMALISED)
$148.5
MILLION
UP 24%
MERCHANT
NUMBERS 63,770
UP 10%
New Tyro
Health
Business
Launched
EXCLUSIVE
TELSTRA
PARTNERSHIP
+4,500
new merchant leads
88.6% OPERATING
LEVERAGE
ACHIEVED
IN Q4 FY22
LOW
TRANSACTION
VALUE CHURN
9.2%
(FY21: 8.7%)
TYRO CONNECT
GROWING STRONGLY
2.2 MILLION
TRANSACTIONS
PROCESSED
THROUGH THE
PLATFORM IN FY22
BENDIGO
TRANSACTION
VALUE AHEAD OF
ESTIMATES
$5.2
BILLION
9
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Chair's
Letter
10
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CHAIR’S LETTER r
a
e
D
l
s
r
e
d
o
h
e
r
a
h
S
In my letter to you last year, I said that although
FY21 proved to be another year of challenges for
Tyro, it presented new opportunities for the way
in which we conduct business and the products
we offer to our merchants. I also mentioned that it
was going to be very difficult to predict when we
will return to a more normal trading environment
and FY22 has proven to be a challenging and
volatile business environment.
For the first four months of FY22, we again
experienced significant Covid-related lockdowns
in New South Wales, ACT and Victoria which
continued to impact our transaction value and
path to profitability. In early 2022, the world
saw a material uptick in inflation driven by global
supply chain issues with central banks hiking
interest rates at the fastest pace in over 30 years.
Although these significant challenges have and
will continue to affect the business environment in
which we operate, Tyro continues to have a strong
customer base and payments capability.
In November 2021, as bond yields and interest
rates started to increase - many investors
changed focus from revenue growth to a free
cash flow valuation perspective. This shift in
valuation dynamics has had a significant impact
on Tyro’s share price which started FY22 at $3.76
a share and finished the year at $0.60 a share.
We acknowledge the concern from shareholders
about this drop in share price. The Board has
worked with the management team to adopt
strategies to fast track our path to profitability and
free cash flow without impacting our future growth
profile. Robbie will provide more details in his
report on Tyro’s strategy going forward.
Tyro now operates on a much larger scale
compared to when we listed in December 2019.
We have grown annual transaction value from
$17.5 billion as recorded in FY19 to $34.2 billion
for FY22. This equates to an annualised constant
growth rate of 25% over the 3-year period
notwithstanding the significant disruption of
Covid on our business for most of that time. We
have increased our merchants from 29,000 at IPO
to just over 63,700 at 30 June 2022, operating
over 109,000 terminals, reinforcing our position
as Australia’s 5th largest merchant acquirer by
terminal numbers. This increased scale has
translated to Tyro generating positive EBITDA and
nearing positive free cash flow.
Our merchant retention metrics remained strong
in FY22 notwithstanding the challenges of the
terminal incident in early 2021. To date, $5.0
million has been paid to merchants under the
remediation scheme (this was fully accrued for in
FY21). Furthermore, our defence of the class action
continues to progress.
The $668 billion Australian payments industry
is an ever-changing environment in which we
are well positioned to accelerate our growth and
capture a much larger market share. As we look to
capitalise on the opportunity in front of us, we are
seeing a greater appetite from micro and small
businesses to adopt new payment technology
and digital payments. With our new products and
technology, the Board remains optimistic about
Tyro’s future as we focus on top line growth, our
margins and operating expenses. We are now at
the point where we must show strong operating
leverage in the business.
Our Reporting
Framework and
Sustainability
Consistent with best practice, we have adopted
a new disclosure format for our Annual Reporting
suite of documents. In our Sustainability Report,
we have highlighted how we create value for all
our stakeholders including enhanced disclosure
on the use of all our Capitals. This report provides
a consolidated review of our financial, economic,
social and environmental performance on matters
material to our strategy and our ability to create
and sustain value into the future.
We are committed to building a sustainable
business that has a strong social conscience and
we are focussed on delivering solutions that create
a sustainable future for all our stakeholders. From
an environmental perspective, we are focussed
on reducing Tyro’s impact on climate change and
whilst we are not an intensive emitter of carbon
dioxide, this year we will become a ‘Net Zero’
carbon neutral business by signing up to the
Climate Active Australia initiative and developing
our first formal emissions inventory, including the
purchase of carbon offsets to achieve Net Zero.
We are also focussed on assisting our merchants
to understand their own impact on climate change
and developing ideas on how we can assist them
in their journey to become carbon neutral.
This is just the start of our move to a more
comprehensive and more transparent review of
our business which we will build on in FY23 and
beyond.
11
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CHAIR’S LETTER
The Tyro Board and
CEO
Hamish Corlett decided to step down from the Board
in November 2021. I would like to thank Hamish for
his significant contribution to Tyro and the expert
global payments knowledge he brought to the
Board. As part of our Board renewal programme, we
appointed two new members to the Board in January
2022. Claire Hatton and Shefali Roy were appointed
Non-executive Directors with effect from 5 January
2022.
Based in Sydney and with extensive career
experience spanning senior executive and country
leadership roles in technology and travel businesses
in Australia, Asia and the UK, Claire brings extensive
commercial leadership experience to Tyro.
Shefali has extensive C-Suite / senior leadership
roles in operations, compliance and regulatory
affairs at global multinational companies and brings
a wealth of technology expertise and knowledge to
the Board.
Robbie Cooke announced in June 2022 that he will
be leaving Tyro to pursue other career opportunities.
The Board commenced an executive search process
canvassing both internal and external candidates to
identify a suitable CEO successor and Robbie has
committed to work with Tyro’s Board to ensure a
smooth transition.
Financial Position
Given the results for FY22, the Group has continued
to maintain a strong balance sheet throughout the
year and the Board regularly reviews Tyro’s capital
structure. Tyro is debt free and as at 30 June 2022,
we had $122.8 million in cash available to support our
future growth plans and path to profitability. Total
capital held at 30 June 2022 was $72 million with a
total capital ratio of 39% (FY21: $84 million with a
capital ratio of 73%). Tyro currently holds sufficient
capital to meet its internal targets above APRA’s
prudential capital requirements and the Board does
not believe that we will need to raise any additional
capital until we reach a positive free cash flow.
People, Culture and
Diversity
At Tyro, we embrace a workplace that is safe,
inclusive and welcoming for all our employees. We
recognise that our merchants and the community in
which we operate are diverse and multi-cultural, and
we are committed to ensuring that our team reflects
this diverse community.
In FY22, we introduced our first ever cultural diversity
survey to better understand ourselves and how our
broad-based diversity compares to the community
in which we operate. We have initially looked at
the cultural diversity of our Board and Executive
Leadership Team and will implement initiatives in
FY23 across our entire team. The learnings from
these initiatives will guide our thinking and setting
targets for broad-based diversity rather than only
being focussed on gender diversity.
We have also made good progress on the gender
diversity targets we set in the prior year. We
target representation of women at Tyro across our
leadership teams and across the broader team on a
40:40:20 approach with at least 40% women, 40%
men, with the remaining 20% unspecified to allow for
flexibility and to recognise that gender is non-binary.
12
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CHAIR’S LETTER
Looking forward to FY23
In FY22, we undertook a detailed review of Tyro and the
payments industry as a whole in Australia and refined
our strategy for the next period ahead. We have three
key strategic priorities for FY23, being:
• the roll-out of our new Tyro Go card reader to
accelerate our growth into the Micro and SME
segments of the market and to provide merchants
with an alternative form factor that meets their
business needs;
• the roll-out of our new Tyro Pro android-based
terminal that will support open-source software and
enhanced integration with POS providers; and
• the digitisation of our merchant onboarding process
and merchant support to enhance our customer
service and improve the onboarding experience for
merchants.
Our results for FY22 and the strategic plan we have put
in place for FY23 positions us well on our journey to
profitability and positive free cash flow. This next year
should see us make progress in achieving those goals.
The Board and management will continue to focus
on finding areas of operating expenses which we can
rationalise without impacting our strong growth profile.
Thank you
Despite the challenging year and the significant
decline in our market value – we believe the company
can deliver value for all our stakeholders. We would like
to thank our shareholders for your support.
I would like to thank our CEO, Robbie Cooke, for his
leadership of Tyro over the last 4 years and for leading
us through the IPO. Robbie will be leaving us on 31
December 2022 and we wish him success in his future
career. Also, our thanks to our dedicated staff for their
work and commitment.
Finally, I would like to thank all our merchants,
partners and other stakeholders for their support and
engagement over the past twelve-months and we
look forward to working with you all in FY23. I also look
forward to seeing all our shareholders at our Annual
General Meeting on 24 November 2022 which will be
held in-person for the first time in 3 years.
Sincerely,
David Thodey
Chair
29 August 2022
R
E
T
T
E
L
’
S
R
I
A
H
C
13
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
14
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 CEO | Managing
Director’s Report
(Incorporating the Operating
and Financial Review)
15
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 I have always been inspired by the tenacity and
courage of the founding Tyro team that back
in 2003 challenged the status quo by building
a truly unique Australian payment business.
The impetus then was to build a payments
solution that better served Australia’s SMEs
and that ambition remains a core part of Tyro’s
DNA today. We continue to work with some
amazing businesses, are genuinely inspired by
their success and gain immense satisfaction
in assisting them grow and thrive. This is the
essence of Tyro and what drives us as a team.
There is no denying it has been a challenging
year for our business. Covid lockdowns impacted
our performance in the first half exacerbated
by increased wage costs fuelled by tech
talent shortages. In the second half the shift
in investment appetite for tech and payments
companies globally saw the market’s focus move
away from strong revenue growth companies to
a preference for those delivering positive EBITDA
and cashflow. For Tyro, these challenges had to
be navigated whilst still bedding in the not as
yet earnings accretive Medipass acquisition and
conducting the Bendigo Bank Alliance migration.
Against that backdrop and at a high level we
delivered transaction value of $34.2 billion (up
34% on FY21) with more than 63,500 merchants
(up 10% on FY21) trusting us with their payments
needs. We lifted revenue 36% to a $326.1 million
and we lifted normalised gross profit 24% to
$148.5 million. We delivered a normalised EBITDA
outcome for FY22 of $10.7 million down from
FY21’s $14.2 million, reflecting $4.7 million in
additional costs from the Medipass operation
(pre any revenue uplift from integration with the
Tyro Health platform) and the absence of $4.5
million in JobKeeper benefits received in FY21.
We put initiatives in place in the second half of
the year, which started contributing in the last
quarter of FY22, to continue driving revenue
performance whilst focusing on reducing
headcount (see chart 1 below) and holding
operating costs flat. These actions produced an
improved operating margin in the Q4 (see chart 2
below) which is expected to further improve into
FY23 (discussed further in this Report).
Chart 1 - Employee Headcount
Chart 2 - Operating Expenses Compared to
Gross Profit (FY17 to FY22)
630
625
620
615
610
605
600
t
n
u
o
c
d
a
e
H
t
n
e
n
a
m
r
e
P
160
140
120
100
80
60
40
20
0
t
n
u
o
c
d
a
e
H
s
r
o
t
c
a
r
t
n
o
C
116.4%
114.2%
110.3%
104.7%
92.8%
88.2%
95.9%
97.5%
88.6%
85%
~$175m to
~$181m
$148.5m
$119.7m
$93.5m
$83.3m
$69.1m
$56.0m
$68.1m
$43.6m
$36.9m
Mar 2022
Apr 2022
May 2022
Jun 2022
Jul 2022
Aug 2022
FY17
FY18
FY19
FY20
FY21
FY22
H1 FY22
Q3 FY22 Q4 FY22
FY231
Permanent
Contractors
Operating Expenses to Gross Profit Margin
Before discussing our financial performance for the year in more detail, I would like to spend some
time focussing on the environment Tyro operates in and the shifts we have made in FY22 to enhance
future outcomes for our merchants and shareholders alike.
“There is no denying it has been a challenging year for our
business. Covid lockdowns impacted our performance in the
first half exacerbated by increased wage costs fuelled by tech
talent shortages...”
16
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
•
Medipass acquisition and our existing health
business to create a class leading health
payments and claiming business in Australia;
refining our approach to the servicing of micro
merchants. Previously, we did not differentiate
between micro, small, medium and large
merchants. Given the scale of our portfolio of
merchants now, it is seen as an opportune time
to have a separate strategy for our different size
of merchants to ensure we provide the right
product and service to them subject to their
needs;
• entering the trades, services and
•
accommodation verticals underwritten by
industry relevant features and products;
launching new payments devices, including the
Tyro Go reader and our new android-based Tyro
Pro terminal;
• digitising our merchant onboarding and servicing
capabilities;
• expanding our merchant acquisition footprint
through new partnerships and alliances;
• providing a unified commerce offering to
merchants, including card-present and
eCommerce payments, banking and data
insights; and
• expanding our portfolio of banking products and
leveraging our valuable banking licence.
The Payments
Landscape and
Competition
We operate in one of the most competitive
industries globally – the landscape today is as
competitive as it was 5 years ago. From the entry
of new international and domestic merchant
acquirers, the establishment of new players, new
investment in payment tech by the big four banks
and new payment types emerging such as BNPL,
QR code payments and the NPP, competition is
ever present to Tyro. Despite this environment,
Tyro has over the last 5 years continued to capture
segment share with 7x the card-present system
growth and our segment share of total card-
present payments reaching 5.1% at 30 June 2022
and segment share for SMEs in health, hospitality
and retail estimated at 19.2%.
Strategy
The strategy articulated in our Prospectus in 2019
has seen Tyro’s transaction value doubling in the
space of 4 years. Given the passage of time and
the dynamic nature of the industry we saw FY22
as an opportune time to reassess our strategic
plan. In the year we undertook a comprehensive
review process with our management team and
the Board to evaluate our past strategy and define
a refined strategic plan for the next 3-years.
Some of the key strategic priorities we have
identified are:
• a continued focus on the needs and wants
of the Australian SME segment with our
differentiated offering leveraging our
proprietary technology;
• stepping up our concentration on the health
vertical through the combination of our
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
17
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT Tyro Health Business
Tyro’s new Tyro Health business unit was launched
on 1 July 2022 and brings together all our health
offerings under the one leadership team - this
includes the Medipass digital platform as well as
Tyro’s existing health specific claiming offerings
on our EFTPOS terminal. This combined team of
60 has deep health industry expertise, covering
sales, support, marketing, engineering and product
development.
This Medipass and Tyro combination provides Tyro’s
health merchants greater claiming and payment
capabilities extending beyond Tyro’s existing
terminal-based claiming to facilitate a range of
new experiences such as telehealth, in-home and
online claiming and payments. In addition, our digital
capability integrates a range of state and federal
based compensatory funders to enable digital
claiming with merchants.
Tyro’s health business now integrates with 77 health
specific third-party software vendors and supports
approximately 13,989 active healthcare merchants
across all healthcare professions including allied
health, GPs, specialists and hospitals.
FY22 saw Tyro Health integrate new insurers and
schemes, including WorkSafe Victoria, Comcare
and nib. Tyro Health customers can now use
Tyro’s offerings to raise digital claims through
to these insurers and schemes. In addition, our
EFTPOS terminals can now be accessed from
Medipass, enabling merchants to access all of Tyro’s
functionality from the one portal. Tyro Health will
be launching our integration to Medicare ECLIPSE
in early FY23, which will enable us to dramatically
increase our offering to medical specialists and GPs.
“Tyro Health will be launching our integration to
Medicare ECLIPSE in early FY23, which will enable
us to dramatically increase our offering to medical
specialists and GPs.”
18
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT New Products and
Development of
Features
In May 2022, we rolled-out our new Tyro Go mobile
payments reader to merchants with over 336
readers already in use at 30 June 2022. Tyro Go
connects wirelessly to the merchant’s smart phone
or tablet and will complement our current terminal
offering by:
•
•
•
providing a more appropriate solution for micro
merchants;
facilitating our entry into the trades and
services verticals with a fit for purpose mobile
payment terminal device; and
providing a ‘queue buster’ for high volume
retail and hospitality merchants who require a
terminal for floor staff.
In early 2023, we will launch our new Tyro Pro
android-based terminal to merchants. The Tyro Pro
terminal will offer a best-in-class experience for
our merchants supporting Android apps under the
Android 10 protocol. This new platform will unlock
the full potential of digital commerce in-store for
merchants. We will progressively roll-out these new
terminals and new features to our merchants as our
existing fleet is retired.
We will continue to drive our expansion into
eCommerce and other payment types within
our current merchant base through our unified
payments solutions and build up features relevant
to our current and targeted merchant base across
our key verticals. Additionally, our online growth
strategy will focus on larger merchants, ISVs
(independent software vendors) and POS (point of
sale) partners where we see many opportunities
to drive unified payments through the use of
integrated technologies and third-party partnership
capabilities.
Banking
After the impact of Covid on lending in FY20 and
FY21, we saw a lift in interest in our merchant cash
advance lending product in FY22 writing close to
$100 million in new loan originations (FY21 $25.8
million in originations).
Tyro was also one of the first non-major banks to
become an active data holder under the Consumer
Data Right or Open Banking in June 2021. Open
Banking seeks to provide a safe and secure way for
customers to share their data between accredited
organisations to enable:
•
•
•
easier comparison of financial products and
providers;
a single view of accounts across banks; and
streamlined application processes.
For Tyro, the first phase of Open Banking data sharing
is now available to merchants who opt-in and are sole
traders in relation to their Tyro bank account and/or
Tyro term deposit account and includes information
like transaction details and account balances and
details.
19
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT l
i
a
c
n
a
n
F
i
e
c
n
a
m
r
o
f
r
e
P
After a muted start to FY22 with Covid induced
lockdowns impacting our merchants in New
South Wales, ACT and Victoria between July
2021 to October 2021, we experienced a bounce
back for the remainder of the financial year
delivering transaction value of $34.2 billion
(FY21 $25.5 billion) with more than 63,500
merchants trusting Tyro with their payments
needs. The strategic importance of our alliance
with Bendigo Bank is clear in our result. The
alliance performed ahead of our forecast when
announcing the partnership back in October
2020, adding $5.2 billion in transactions to our
FY22 performance.
We lifted revenue 36% to $326.1 million and
we lifted normalised gross profit 24% to $148.5
million.
The 4th quarter of FY22 gives a better line of
sight of our performance without the impact
of Covid from an operating margin and a
merchant acquiring fee perspective. We
implemented a price increase in March 2022
after not passing on scheme and interchange
fee increases incurred in H1 FY22 to assist our
merchants impacted by the lockdowns and
we also implemented operating cost saving
initiatives whist maintaining investment in those
projects expected to deliver meaningful growth
in the coming years.
The table on the next page (table 1) best
summarises the significant steps we have
taken over the 4th quarter of FY22 to improve
our operating leverage and move Tyro to
profitability and positive free cash flow.
The Covid lockdowns did impact our
profitability in the year. We lost an estimated
$1.3 billion in transaction value in New South
Wales alone between July and October
2021 from the lockdowns. Using our current
margins, this translated to lost EBITDA of
approximately $4.5 million to $5.0 million. Our
FY22 performance was further impacted by
the absence of the $4.5 million in JobKeeper
received in FY21 and carrying the first time
costs of our Medipass operation. Against this
backdrop we delivered a normalised EBITDA
result for FY22 of $10.7 million (FY21 $14.2
million).
“The strategic importance of our alliance with
Bendigo Bank is clear in our result. The alliance
performed ahead of our forecast when announcing
the partnership back in October 2020, adding $5.2
billion in transactions to our FY22 performance.”
20
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Table 1: Q4 FY22 Performance
Transaction value
Payments gross profit
Banking gross profit
Corporate gross profit
Total gross profit
H1 FY22
$’000
Q3 FY22
$’000
Q4 FY22
$’000
15,826,286
8,652,378
9,718,789
64,962
35,788
40,731
2,434
667
584
502
2,212
623
68,063
36,874
43,566
Operating Leverage
95.9%
97.5%
88.6%
Merchant Service Fee (MSF)1 as a proportion of transaction value
80.8bps
Net Merchant Acquiring Fee1 (MAF) as a proportion of transaction value
32.2bps
Payments Gross Profit Margin1 as a proportion of transaction value
41.3bps
82.7bps
32.6bps
42.0bps
85.1bps
33.9bps
42.8bps
Operating leverage (operating costs as a % of gross profit)
95.9%
97.5%
88.6%
1 Based on Tyro Core Payments Business including Medipass
Statutory net loss after tax was $29.6 million after accounting for $11.2 million in amortisation of the intangible
asset recognised on the completion of the Bendigo Alliance. Furthermore, statutory net loss includes $4.7
million in transitional costs associated with moving the Bendigo merchants to the Tyro platform and $3.6
million in losses from our investments in me&u and Paypa Plane. Excluding the impact of these costs, net
profit before tax on a normalised basis was a loss of $16.1 million (FY21 $9.8 million).
Below follows a more detailed analysis of our financial performance on a Group and segmental basis.
Group Highlights:
Overall financial highlights for the Group in the 2022
financial year include:
• 34% increase in transaction value to $34.2 billion
(FY21: $25.5 billion).
• 10% growth in merchant numbers to 63,770
merchants (FY21: 58,186 merchants).
• 283% increase in loan originations to a record of
$99.1 million (FY21: $25.8 million).
• 24% increase in normalised gross profit to $148.5
million (FY21: $119.7 million).
• 25% decrease in EBITDA to $10.7 million (FY21:
$14.2 million) – FY21 had the benefit of $4.5 million
in JobKeeper with no such benefit in FY22.
• Well positioned balance sheet with $71.7 million in
total capital and a capital ratio of 39% (FY21: $83.7
million and 73%).
21
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT Table 2: Summary Financial Performance
Transaction value
Payments revenue and income1
Lending income
JobKeeper receipts
Other revenue and income
Total revenue1
Payments direct expenses1
Interest expenses on deposits
Total direct expenses1
Gross profit1
Operating expenses1:
FY22
$’000
FY21
$’000
34,197,453
25,453,507
318,847
230,204
5,504
-
1,792
3,222
4,484
1,594
326,143
239,505
(177,366)
(119,392)
(274)
(379)
(177,640)
(119,771)
148,503
119,734
Employee benefits expense (excl. share-based payments)1
(92,628)
(75,365)
Contractor and consulting expenses1
Communications, hosting and licensing costs
Administrative expenses1
Marketing expenses
Lending and non-lending losses1
Total operating expenses1
EBITDA1,2
Share-based payments expense
(13,826)
(14,321)
(10,414)
(5,532)
(1,115)
(7,192)
(9,896)
(6,181)
(5,419)
(1,515)
(137,836)
(105,568)
10,667
(5,199)
14,166
(9,342)
Costs associated with the terminal connectivity issue
300
(13,285)
Amortisation of Bendigo Alliance intangible asset
Bendigo Alliance gross profit share
Bendigo Alliance transitional costs
Mergers and acquisition costs
Other one-off costs
Share of loss from associates
Depreciation and amortisation
Statutory EBIT
Net interest expense
Statutory loss before tax
Income tax expense
Statutory loss after tax
(11,176)
8,490
(4,669)
(698)
698
-
-
(4,681)
(409)
(3,558)
(331)
(1,119)
(20,505)
(14,666)
(26,059)
(29,258)
(3,558)
(517)
(29,617)
(29,775)
-
(48)
(29,617)
(29,823)
CHANGE
%
34.4%
38.5%
70.8%
100.0%
12.5%
36.2%
48.6%
27.7%
48.3%
24.0%
22.9%
92.2%
44.7%
68.5%
2.1%
26.4%
30.6%
24.7%
44.3%
102.3%
1,501.1%
1,116.3%
-
100.0%
23.6%
217.9%
39.8%
10.9%
588.2%
0.5%
100.0%
0.7%
p
p
p
q
p
p
p
q
p
p
p
p
p
p
p
q
p
q
q
q
p
p
p
q
p
p
p
p
p
p
q
p
1 Normalisation adjustments relate to the transition of Bendigo merchants to the Tyro platform. Refer to page 14 of the Tyro FY22 Investor
Presentation for a reconciliation of statutory to normalised results.
2 Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments
expense, share of losses from associates, expenses associated with the terminal connectivity issue and the IPO and other significant one-
off costs. Refer to page 14 of the Tyro FY22 Investor Presentation for a reconciliation of statutory to normalised results.
22
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Reconciliation to normalised net loss before tax
Statutory net loss before tax
Add back
Share-based payments expense relating to IPO
Costs associated with the terminal connectivity issue
Amortisation of Bendigo Alliance intangible asset
Bendigo Alliance gross profit share
Bendigo Alliance transitional costs
Interest cost on Bendigo Alliance
Mergers and acquisition costs
Other one-off costs
Share of loss from associates
FY22
$’000
FY21
$’000
(29,617)
(29,775) p
-
(300)
11,176
(8,490)
4,669
2,534
-
409
3,558
563 q
13,285 q
698 p
(698) p
- p
- p
4,681 q
331 p
1,119 p
Normalised net loss before tax
(16,061)
(9,796) q
CHANGE
%
0.5%
100.0%
102.3%
1,501.1%
1,116.3%
-
-
100.0%
23.6%
217.9%
64.0%
23
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
e
c
n
a
m
r
o
f
r
e
P
l
i
i
a
c
n
a
n
F
d
e
t
n
e
m
g
e
S
Payments Business
Table 3: Payments Summary Financial Performance
Transaction value
Payments revenue and income
FY22
$’000
FY21
$’000
34,197,453
25,453,507 p
318,848
230,204 p
CHANGE
%
34.4%
38.5%
Payments direct expenses
(177,367)
(119,392) p
48.6%
Gross profit
141,481
110,812 p
27.7%
Merchant Service Fee (MSF) as a % of transaction value
82.5bps
80.7bps p
Net Merchant Acquiring Fee (MAF) as a % of transaction
value
32.8bps
34.7bps q
Payments Gross Profit Margin as a % of transaction value
41.9bps
43.8bps q
1.8 bps
1.9 bps
1.9 bps
24
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Highlights
After experiencing another year impacted by Covid lockdowns our payments business
nonetheless produced the key highlights and performance metrics for FY22 below:
• $34.2 billion (FY21: $25.5 billion) in
transactions processed by Tyro
merchants – a 34.4% lift.
• eCommerce transaction value continued
to grow generating $519.9 million in
transaction value – a lift of 639.7% (FY21:
$70.3 million).
• A 10% growth in merchants choosing
Tyro as their payments solution with
63,770 merchants in our ecosystem.
Of note, Tyro core payments business
excluding Bendigo grew its merchant
base to 46,376 merchants – a lift of 17%
(FY21: 39,696).
• Payments gross profit at $141.5 million
(FY21: $110.8 million) – up 27.7%.
• Our Bendigo Bank Alliance generated
transaction value of $5.2 billion.
• Our new health business which
incorporates Medipass (acquired in May
2021) added 2,263 new merchants
through the year finishing the year with
12,463 merchants generating transaction
value of $3.3 billion (FY21: 2.8 billion) –
with an additional 1,526 health providers
exclusively using our health claiming
solutions.
• We strengthened our position as
Australia’s 5th largest merchant
acquiring bank by terminal count –
109,248 terminals up 4.2% (FY21: 104,827).
• Our retention metrics were maintained
with our merchant churn rate at 10.5%
(FY21: 11.3%) and transaction value churn
rate of 9.2% (FY21: 8.7%).
• We entered into an exclusive partnership
to provide merchant acquiring services
to Telstra’s business customers through
over 350 Telstra retail stores and Telstra
Business Technology Centres, as well
as online. This new acquisition pipeline
for Tyro has performed above our
expectations and will prove to be a strong
application channel going forward.
• We launched our ‘Tyro Go’ mobile card
reader in May 2022 – this new terminal
type aims to open our path into the
trades and services vertical as well as
better serve the micro segment.
• ‘Tyro Connect’ continues to grow with
2,188,189 transactions processed via the
platform (FY21: 695,000)
• 348 point of sale system integrations –
up from 322 in FY21.
• Prompted brand awareness of 19% (FY21:
20%).
Performance Review
FY22 can be summarised as the tale of two halves
for our Payments business. The first half result was
impacted by Covid induced lockdowns in NSW and
ACT resulting in negative transaction value growth
of 9.4% for H1 FY22 for those jurisdictions. Excluding
those regions, the balance of Tyro’s core payments
business generated transaction value growth of
23.1% in H1 FY22. We lost an estimated $1.3 billion in
transaction value in New South Wales alone between
July and October 2021.
As we moved out of lockdowns in October 2021,
we returned to our more typical transaction value
growth rates for our Tyro core portfolio and ended the
second half of FY22 with growth of 21.4% with NSW
and ACT returning to their historical growth profiles.
Our new Bendigo portfolio of merchants performed
ahead of our expectation with a total transaction
value contribution for FY22 of $5.2 billion, 4.5% ahead
of our estimates when we announced the Alliance
with Bendigo.
25
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT Chart 3: Transaction Value Growth (FY16 - FY22)
$20b
$18b
$16b
$14b
$12b
$10b
$8b
$6b
$4b
$2b
$b
26.3%
26.0%
26.4%
23.5%
31.0%
34.4%
15.1%
40.0%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.00%
FY16
FY17
FY18
FY19
FY20
FY21
FY22
H1
H2
Annual Growth
The transaction value performance for the year
was driven by our merchant acquisition success
and the outperformance of our Hospitality and
Retail verticals as consumers embraced life without
lockdowns.
On the merchant acquisition front, our core Tyro
portfolio added 12,908 new merchant applications,
with Bendigo contributing a further 1,869 merchant
applications equating to an average run-rate of
close to 1,250 merchants per month – precisely
on target with our merchant growth ambitions. At
30 June 2022, we finished the year with a total of
63,770 merchants, up 9.6% on FY21.
Our Tyro core portfolio had 46,376 merchants
(FY21: 39,696) and our Bendigo portfolio had 17,394
merchants (FY21: 18,490).
Another positive indicator for our business is the
stability of our merchant retention metrics which
remain low when considering for the segments
we serve, with transaction value churn remaining
slightly up at 9.2% (FY21: 8.7%) and merchant
number churn decreasing 80 basis points to 10.5%
(FY21: 11.3%).
The chart below (chart 4) shows the strong
merchant acquisition over FY22 compared to FY21.
Chart 4: Monthly Merchant Acquisition
1,600
1,400
1,200
1,000
800
600
400
200
0
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
FY22
FY21
26
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
The second element of our strong transaction value
growth was the outperformance of our hospitality
and retails verticals. The concept of ‘revenge
spending’ was evident as lockdowns ended and
consumers embraced spending at hospitality and
retail venues.
Our hospitality vertical delivered $13.4 billion in
transaction value for FY22, a lift of 18.6% (FY21: $11.3
billion). However, looking at the second half of FY22,
hospitality delivered growth of 30.6%. Our retail
vertical delivered $9.8 billion in transaction value, a
lift of 12.6% with the second half delivering growth of
5.5%.
Our new health business, Tyro Health, ended FY22
with 13,989 active merchants (which includes
merchants with unique settlement arrangements), an
increase of 29% (FY21: 10,791).
We have also adopted a new ‘total locations’
reporting metric for our health business. Reporting
total locations enables us to offer a holistic view of all
customers of Tyro Health products, whilst factoring in
the complexity that comes with the health industry.
Tyro Health ended FY22 with 16,917 active locations
across Australia using Tyro Health offerings, an
increase of 31% (FY21: 12,922) with 28% of these
locations actively using Tyro Health’s digital offering,
up from 19% in FY21.
Chart 5: FY22 Transaction Value by Vertical (excludes transaction value from Bendigo)
$8b
$7b
$6b
$5b
$4b
$3b
$2b
$1b
$b
l
e
u
a
V
n
o
i
t
c
a
s
n
a
r
T
$7.6b
30.6%
$5.8b
$5.0b
$4.8b
8.7%
$1.6b
$1.7b
5.5%
35.0%
30.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.00%
2
H
o
t
1
H
h
t
w
o
r
G
14.0%
$1.2b
$1.3b
Health
Retail
Hospitality
Other
H2 FY21
H2 FY22
Growth H1 FY22 to H2 FY22
From a geographical standpoint, all states and
territories outside of New South Wales delivered
growth for our Tyro core business in FY22, averaging
growth of between 10% to 23% per state or territory.
As can be seen from Table 4 below, New South Wales
delivered growth of 4.7%, while Victoria which was the
state most impacted by lockdowns in FY21 delivered
the strongest growth in FY22 of 22.6%.
27
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Table 4: Transaction Value by State and Territory (excludes transaction value from Bendigo)
TRANSACTION VALUE
PERFORMANCE
FY22
$’MILLION
FY21
$’MILLION
GROWTH RATE
%
PROPORTION
OF TOTAL TV
%
NSW
Victoria
Queensland
Western Australia
South Australia
Tasmania
ACT
NT
9,940
6,630
6,707
3,000
1,200
550
650
300
9,471
5,132
5,553
2,523
1,061
496
581
213
4.7%
22.6%
17.2%
15.9%
11.6%
9.8%
10.6%
29.0%
34%
23%
23%
11%
4%
2%
2%
1%
Off the back of the transaction value growth, our Payments business generated a 38.5% lift in revenue to
$318.8 million (FY21: $230.2 million) and a 27.7% lift in gross profit to $141.5 million (FY21: $110.8 million).
Our net Merchant Acquiring Fee (MAF) margin was negatively impacted in the first three-quarters of FY22 as
we deferred our usual annual merchant pricing adjustments which was scheduled to have taken place in H1
FY22. The deferral being made to assist merchants during the heightened Covid lockdowns in the first half of
FY22. We passed on a 2-basis point price increase for the last quarter of FY22 which brought our margins back
in line with FY21 margins.
Chart 6 below provides an analysis of our margins over FY22 for the Group payments business compared
to historical margins. As can be seen, our margins have returned to historical averages after passing on the
2-basis point price increase in Q4 FY22. Furthermore, we did not provide any terminal rental relief in H2 FY22
which assisted our Payments gross profit margin. The run-rate from Q4 is the first ‘clean’ period we have seen
in 3 years not impacted by Covid and gives us a clear pathway to driving operating leverage from these margin
levels.
Chart 6: Tyro Core Payments Business Margins as a proportion of Transaction Value (bps)
91.2
87.5
79.7
81.6
80.8
42.3
31.3
43.4
33.0
44.8
36.0
42.9
33.5
41.3
32.2
84.0
42.4
33.3
100.0
95.0
90.0
85.0
80.0
75.0
70.0
65.0
60.0
55.0
50.0
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
-
H1 FY20
H2 FY20
H1 FY21
H2 FY21
H1 FY22
H2 FY22
MSF
Net MAF Margin
Payments Gross Profit Margin
Our Bendigo alliance is performing ahead of our expectations and the strategic importance of the alliance is
clear in our result. This saw the alliance add $5.2 billion in transactions to our performance in the year and a
gross profit contribution, after allowing for Bendigo Bank’s gross profit share, of $20.1 million.
28
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
29
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT Banking Business
Table 5: Banking Summary Financial Performance
Loan originations
Interest income
Fair value gain on loans
Interest expense on deposits
FY22
$’000
99,071
4,877
627
(274)
FY21
$’000
CHANGE
%
25,843 p
283.4%
1,952 p
149.8%
1,270 q
(379) p
50.6%
27.7%
Gross profit
5,230
2,843 p
84.0%
Gross profit as a % of revenue
Lending loss rate as a % of originations
95.0%
0.6%
88.2% p
2.7% p
6.8 pts
2.1 pts
Highlights
Our banking business produced the key highlights and performance metrics for FY22
below:
• Close to $100 million in total
originations with $12.7 million
achieved in June 2022 alone – up
283.4% (FY21: $25.8 million)
• Maximum single advance increased to
$350,000 from the previous maximum
of $120,000
• Average loan drawdown of $47,100 –
up from $35,500 in FY21
• $39.5 million of loans carried on
the balance sheet at 30 June 2022
compared to $15.4 million at 30 June
2021.
• Interest income of $4.9 million (FY21:
$2.0 million) at an effective yield of
20%
• Low loss to origination rate achieved
in FY22 of 0.6% (FY21: 2.8%).
• Deposit balances of $83.3 million
(FY21: $75.5 million) from over 5,000
active accounts
Performance Review
Our merchant cash advance (MCA) loan product
returned to record growth in the year with $99.1
million in new originations (FY21: $25.8 million). The
features of our MCA were improved in the year
to allow advances up to a maximum of $350,000
(previous maximum $120,000) together with an
improved automated approval process through the
Tyro app.
The increase in originations has seen lending
income from the MCA increase 149.8% in FY22 to
$5.5 million. $4.9 million of revenue was generated
from interest on the MCA and a further $0.6 million
recorded in revenue as a fair value gain on the loans
at 30 June 2022. At 30 June 2022, loans of $39.5
million were carried on the balance sheet compared
to $15.4 million at 30 June 2021 with an average loan
origination amount in the period of $47,100 compared
to $35,500 in the pcp.
30
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Our credit risk was well managed through
the year with our loan loss to origination
rate being the lowest annual rate since we
launched our MCA product. Total losses of
only $0.6 million were booked for the year
compared to $0.7 million in FY21 resulting in
a loan loss to origination rate of 0.61% (FY21:
2.79%).
Tyro’s Bank Account continued to see
encouraging uptake. This fee-free and
interest paying business transaction deposit
account had 5,097 active accounts in
existence at 30 June 2022, representing a
10.7% increase on the prior year (FY21: 4,603
active accounts). Total deposits held by the
Group on the Tyro Bank Account amounted to
$79.2 million compared to $72.5 million at 30
June 2021. The Group’s term deposit product
continues to offer merchants an attractive
interest rate with total term deposits of $4.1
million on the balance sheet at 30 June 2022,
up $1 million from 12 months ago.
Gross profit of $5.2 million from Tyro’s
banking business was up 84.0% (FY21: $2.8
million) on a 95.0% gross profit margin. This
performance reflects the increased interest
generated from MCA loan product together
with lower interest expense on business
deposit accounts and term deposit accounts.
Our banking business still only represents less
than 5% of our total Group gross profit, but
the results from FY22 show the potential of
this business and the value that our banking
licence brings to Tyro through the provision
of capital in the form of deposits to fund the
growth in our loan book. Not many other
unsecuritised lenders in Australia are in this
envious position.
Chart 7: Loan Originations (FY16 to FY22)
s
n
o
i
t
a
n
g
i
r
i
O
n
a
o
L
$120m
$100m
$80m
$60m
$40m
$20m
-
FY16
FY17
FY18
FY19
FY20
FY21
FY22
Chart 8 - Annual Loan Loss to Originations Rate (FY17 to FY22)
$1,200,000
$1,000,000
s
e
s
s
o
L
g
n
d
n
e
L
i
$800,000
$600,000
$400,000
$200,000
-
3.00%
2.50%
2.00%
1.50%
1.00%
0.50%
0.00%
FY17
FY18
FY19
FY20
FY21
FY22
Lending Losses
Loss to Origination Rate
e
t
a
R
n
o
i
t
a
n
g
i
r
i
O
o
t
s
s
o
L
31
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Group EBITDA
Chart 9 - Operating Expenses Compared to normalised Gross Profit (FY17 to FY22)
116.4%
114.2%
110.3%
104.7%
92.8%
88.2%
95.9%
97.5%
88.6%
85%
~$175m to
~$181m
$148.5m
$119.7m
$93.5m
$83.3m
$69.1m
$56.0m
$68.1m
$43.6m
$36.9m
FY17
FY18
FY19
FY20
FY21
FY22
H1 FY22
Q3 FY22 Q4 FY22
FY231
1 Refer to Page 34 for information on forward-looking statements
Operating Expenses to Gross Profit Margin
A positive EBITDA result of $10.7 million was
achieved for the year and, whilst lower than the
$14.2 million generated in FY21, reflected continuing
investment in growth initiatives including the recently
announced exclusive partnership with Telstra, tech
wage pressures and first-time costs associated
with the Medipass operation. As mentioned our
EBITDA performance was also impacted by the
estimated absence of $1.3 billion in transaction
value in NSW alone between July and October 2021
from Covid lockdowns, translating to lost EBITDA of
approximately $4.5 million to $5.0 million coupled
with not receiving JobKeeper in FY22 ($4.5 million in
FY21).
Group net loss after tax
Our statutory EBIT loss for the reporting period was
$26.1 million (FY21: loss of $29.3 million).
Depreciation and amortisation was up 106.2% at $31.7
million (FY21: $15.4 million) reflecting amortisation
of $11.2 million on the accounting treatment of the
Bendigo alliance (FY21: $0.7 million). Excluding the
Bendigo amortisation charge, depreciation and
amortisation was up 39.8% reflecting new terminal
purchases to meet the growth in merchant numbers
(including terminals required for the Bendigo Bank
Alliance).
On a normalised basis, excluding the impact of
one-off project costs incurred as part of the Bendigo
alliance, our EBIT loss was $15.0 million (FY21: $9.3
million).
Net loss after tax on a statutory basis for FY22 was
level with the prior year at $29.6 million (FY21: $29.8
million). On a normalised basis, net loss before tax
was $16.1 million (FY21: $9.8 million). No tax benefit
was recognised in FY22 or FY21. At 30 June 2022 we
have $47.6 million in recognised and unrecognised
tax losses available for probable future use.
32
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT n
o
i
t
i
s
o
P
l
i
a
c
n
a
n
F
i
The Group is also well capitalised with a total
capital ratio of 39%. The movement in the
ratio from 73% at 30 June 2021 reflects the
recognition of right of use assets of $33 million
and office fit outs of $10 million, an increase in
the lending book and losses for the year (before
share-based payments expense). The total
capital ratio remains well above APRA Prudential
Capital Requirements.
With cash and financial investments of $122.8
million (30 June 2021: $172.8 million) Tyro has
sufficient liquidity in place to continue to fund
its strategy. The movement in cash of $50.0
million is reflective principally of the $24.1
million increase in loan balances at 30 June
2022 offset by $7.8 million in customer deposits
held. Furthermore, the Group had terminal
purchases of $14.0 million in the year, $5.0
million in merchant remediation payments and
an investment of $10.2 million relating to our new
HQ.
At 30 June 2022, Tyro had total assets of $410.1
million of which 30.0% related to cash and
financial investments. 40.0% of our total assets
relate primarily to intangible assets recognised
for customer contracts on the Bendigo Alliance
and the right of use asset recognised on our new
office lease. The remaining 30% of total assets
is made of customer loans held at year end,
property plant and equipment and deferred tax
assets.
Tyro had total liabilities of $250.5 million of
which 33.3% related to the merchant bank
account deposits, with the remainder relating
to commissions payable to Bendigo under the
alliance agreement, trade and other liabilities,
lease liabilities and provisions. The Group’s total
assets exceeded its total liabilities by $159.6
million.
33
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
d
a
e
h
A
g
n
k
o
o
L
i
Tyro has had a strong start to the first half FY23 with
transaction values year-to-date 26 August 2022
lifting 57% on the same period last year to $6.3 billion.
Our eCommerce transactions continued to grow
strongly albeit from a small base, recording $40.6
million, up 16% on the same period last year.
Our payments business for July 2022 on a normalised
basis (post Bendigo gross profit share), generated a
gross profit of $14.1 million an increase of 46%.
In our banking business, loan originations in the first
8 weeks of the financial year totalled $19.6 million up
91% on the same period last year.
Finally, EBITDA for July 2022 came in at $2.2 million
at an operating leverage of 86%.
We have remained focussed on reducing employee
head count with a ~30 headcount reduction in both
permanent and contractor positions from May 2022
as shown in chart 1 and will continue to focus on
customer growth and margin improvement into FY23.
For the first time, Tyro has provided its earnings
guidance range for FY23 as set out in table 6 below5.
The Group is targeting to be positive free cash flow4
exiting FY23 (after all operating expenses and capital
expenditure) and based on the financial position at
30 June 2022, Tyro’s cash and financial investments
are expected to be sufficient to support the Group
through to positive free cash flow.
Table 6: FY23 Guidance5
Transaction Value
Gross Profit1 (after Bendigo commission)
Operating Leverage2
Chart 10 - Transaction Value Growth H1 FY23
70%
65%
60%
55%
50%
45%
40%
35%
30%
25%
20%
15%
10%
5%
0
70%
46%
43%
43%
39%
41%
35%
34%
27%
Jan 2022
Feb 2022 Mar 2022
Apr 2022 May 2022
Jun 2022
FY22
Jul 2022
MTD Aug
2022
FY23(F)
GUIDANCE RANGE
$40 billion
$175 million
$42 billion
$181 million
to
to
~85%
EBITDA3 (before share-based payments)
$23 million
to
$29 million
EBITDA margin at midpoint
~15%
1
Gross profit is stated as normalised gross profit, namely adjusted for Bendigo Alliance support fees associated with transition of Bendigo merchants to the Tyro platform.
Bendigo gross profit share is not deducted from statutory gross profit but deducted to calculate normalised gross profit.
2 Operating leverage assumes lending losses of $1.5 million in FY23 and is measured as operating costs (including lending and non-lending losses) divided by gross profit
(after Bendigo commission).
3
4
5
Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of losses from
associates, and other significant one-off costs.
Free cash flow is calculated before changes in banking funds and timing differences relating to net scheme receivables. It is calculated as EBITDA before share based
payments adjusted for non-cash items in Tyro’s working capital movements, statutory adjustments (including rent payments) and capital expenditure including internally
generated intangibles. Terminal capital expenditure includes both new and replacement terminals.
Forward-Looking Statements - Tyro’s financial expectations and guidance included in this announcement are subject to there being no material deterioration in
market or macroeconomic conditions, and are based on a number of key assumptions which may not prove to be correct, or which may change over time, including no
lockdowns, no material changes to current business plan and no material change in the regulatory environment.
During the ordinary course of business, the Group is exposed to credit risk, operational risk, market risk and liquidity risk. For details on the management of these risks,
please refer to the Annual Report including the Financial Report for the year ended 30 June 2022.
Certain statements contained in this announcement are forward-looking statements or statements about future matters, including indications and expectations of, and
guidance and outlook on, the future earnings, financial position and/or performance of Tyro. These statements are based on information available as at the date of this
announcement, and involve known and unknown risks and uncertainties and other factors (many of which are beyond the control of Tyro).
No representation is made or guarantee given that the occurrence of any of the events expressed or implied in these statements will actually occur. Actual future events
may vary from these forward-looking statements and it is cautioned that undue reliance should not be placed on any forward-looking statement.
34
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
s
o
r
y
T
d
e
t
a
c
d
e
D
i
Finally, I would like to thank the entire Tyro team
for all their efforts in the year in building out
a stronger and more resilient business. I look
forward to seeing the team execute on our new
strategy from FY23 onwards and writing the next
chapter of Tyro’s success. Our new teamwork
value of ‘Win Together’ summarises Tyro best,
“We are a united team. With growth mindsets
and without ego, we embrace diversity to
collaborate, innovate, and accelerate”.
Sincerely,
Robbie Cooke
CEO | Managing Director
29 August 2022
“We are a united team. With growth mindsets
and without ego, we embrace diversity to
collaborate, innovate, and accelerate.”
35
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022CEO | MANAGING DIRECTOR’S REPORT
Profiles
36
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 f
o
d
r
a
o
B
s
r
o
t
c
e
r
i
D
DAVID THODEY AO
CHAIR OF THE BOARD
Independent non-executive Director since
November 2018 and Chair since October
2019.
Other Tyro Responsibilities:
• Member of the Audit Committee.
• Member of the People Committee.
Relevant other Directorships held in
the past three years:
• Chair of Xero Limited, a leading New
Zealand based cloud-based accounting
software platform for small and medium
sized businesses.
• Non-executive director of Ramsay Health
Care, a global hospital group.
• Former Chair of the Commonwealth
Scientific and Industrial Research
Organisation (November 2015 to 2021).
• Former non-executive director of Vodafone
plc, a global telecommunications
company (September 2019 to July 2020).
Career:
David is a business leader with more than
40 years experience in the technology and
telecommunication industries. He has a track
record of creating brand and shareholder
value, and has been successfully involved in
innovation across a wide range of sectors.
David had a successful executive career
as CEO of Telstra, Australia’s leading
telecommunications and information services
company from 2009 to 2015. He began his
career at IBM, where he spent more than 22
years and held several Asia Pacific senior
executive positions including Chief Executive
Officer of IBM Australia and New Zealand. In
2017, David was made an Officer (AO) in the
General Division of the Order of Australia for
his service to business and the promotion of
ethical leadership and workplace diversity.
Qualifications:
David holds a Bachelor of Arts in
Anthropology and English from Victoria
University, Wellington, New Zealand,
attended the Kellogg School of Management
postgraduate General Management Program
at Northwestern University in Chicago, USA,
and was awarded an Honorary Doctorate
in Science and Technology from Deakin
University in 2016 and an Honorary Doctorate
of Business from University of Technology
Sydney in 2018.
37
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES
ROBBIE COOKE
CEO | MANAGING DIRECTOR
CEO since March 2018 and Managing
Director since October 2019.
DAVID FITE
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
July 2018.
Other Tyro Responsibilities:
• Member of the Audit Committee.
• Member of the Risk Committee.
Relevant other Directorships held
in the past three years:
•
Director of Judo Capital Holdings
Ltd and Judo Bank Pty Ltd, an SME
challenger bank.
Director of Evari Technologies Pty Ltd
and Evari Services Pty Ltd, entities
which own or help develop software
for the insurance industry.
Director of Marsello Ltd, a company
that makes intelligent marketing
accessible and easy for multichannel
retailers.
Director of MYOB Group Co Pty Ltd,
a provider of accounting, tax and
business services.
•
•
•
Career:
Robbie has led as CEO | Managing Director
three ASX listed companies in a business career
spanning more than 30 years. He has traversed
scale-ups, listings and significant M&A actions
in technology enabled businesses delivering
significant shareholder value. This included 7
years running Australia’s leading online travel
company Wotif.com, taking the business through
scale-up from start-up mode, achieving a circa
fivefold increase in profits and a successful IPO
in 2006. He operated the lotteries, race wagering
and sports betting conglomerate Tatts Group for
5 years until its merger with Tabcorp in March
2018.
Qualifications:
Robbie holds a Bachelor of Laws (Honours) from
the University of Queensland Law School, a
Bachelor of Commerce from the University of
Queensland and a Graduate Diploma in Company
Secretarial Practice from the Governance Institute
of Australia. Robbie is a member of the Australian
Institute of Company Directors, an associate
of the Governance Institute of Australia and a
solicitor of the Supreme Court of Queensland.
Career:
David has over 30 years experience in the
financial services industry. David has held
various roles at Westpac Banking Corporation,
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 Senior Corporate
Executive Officer, Chief Financial Officer and
a member of its Board. David is also an active
investor in various credit, financial services and
technology businesses.
Qualifications:
David holds a Bachelor of Arts in Government
(Magna Cum Laude) from Harvard College,
and a Master of Business Administration and
Masters in Economics from Stanford University.
38
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES CLAIRE HATTON
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
January 2022.
Other Tyro Responsibilities:
• Member of the Audit Committee.
• Member of the People Committee.
Relevant other Directorships held
in the past three years:
• Non-executive Director of Lifestyle
Communities Ltd (ASX: LIC).
• Non-executive Director of Australian
•
•
Pacific Travel Group Pty Ltd.
Director and Co-founder of Full
Potential Labs Pty Ltd.
Former non-executive Director of 3P
Learning Ltd (ASX: 3PL) (May 2014 to
September 2021).
ALIZA KNOX
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
April 2021.
Other Tyro Responsibilities:
• Member of the People Committee.
• Member of the Risk Committee.
Relevant other Directorships held
in the past three years:
• Non-executive Director of Healthway
•
Medical Group Limited in Singapore.
Former non-executive Director of
Scentre Group Limited (May 2015 to
April 2020).
Career:
Claire has extensive career experience spanning
senior executive and country leadership roles in
technology and travel businesses in Australia,
Asia and the UK. Claire spent 7 years on the
Google Australia commercial leadership team
before transitioning into a portfolio career
and non-executive roles. She is currently a
non-executive Director of Australian Pacific
Travel Group and Lifestyle Communities Ltd, a
Director and co-founder of Full Potential Labs,
and co-host of the innovation-focussed ‘Don’t
Stop Us Now’ podcast.
Qualifications:
Claire holds a Bachelor of Science Honours
degree specialising in Marketing from Cardiff
University and an MBA from IMD, Switzerland.
Career:
Aliza has more than four decades of broad
international marketing and management
experience in the financial services and
technology sectors having held senior
executive roles internationally at Boston
Consulting Group, Charles Schwab, Visa
International, Twitter and Google. Her previous
roles include Head of APAC for Cloudflare,
Chief Operating Officer at Unlockd, Vice
President, Asia Pacific at Twitter, Managing
Director of Commerce and Online Sales &
Operations for Asia Pacific at Google Asia
Pacific, Senior Vice President, Commercial
Solutions and Global Product Platforms at
Visa International, and Senior Vice President,
International Wireless and Global Expansion
Asian Focus at Charles Schwab Corporation.
Aliza was also named IT Woman of the Year
(Asia) in 2020 and to the Top 100 Women in
Tech in Singapore in 2021.
Qualifications:
Aliza holds an MBA in Marketing (Honors) from
New York University-Leonard N. Stern, School
of Business, and a B.A., Applied Mathematics
and Economics (Magna Cum Laude) from
Brown University.
39
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES Career:
Fiona has over 25 years experience in a
variety of industries, for companies ranging
from start-ups to large public companies
and not-for-profits. Fiona has served on
various boards including MYOB, StatePlus
and the commercialisation office of The
University of Adelaide, Adelaide Research
and Innovation. She was a strategy
consultant for the Boston Consulting Group
in the US and Australia, and was also a
partner in an Australian venture capital fund
focussed on technology start-ups.
Qualifications:
Fiona holds an Honours degree in
Engineering from The University of Adelaide
and a Master of Business Administration
from the Harvard Business School. Fiona
is a Fellow of The Australian Institute of
Company Directors.
FIONA PAK-POY
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
September 2019.
Other Tyro Responsibilities:
•
• Member of the Audit Committee.
Chair of the People Committee.
Relevant other Directorships held
in the past three years:
• Non-executive Director and Chair of
the Audit and Risk Committee of ASX-
listed Booktopia, Australia’s largest
online book seller.
• Non-executive Director of HMC
Capital Partners No 1 Pty Ltd, HMC
Capital Partners No 2 Pty Ltd, HMC
Capital Partners No 3 Pty Ltd, all
subsidiaries of Home Consortium
Limited (trading as HMC Capital, ASX:
HMC).
• Non-executive Director of Kain
•
•
•
•
Lawyers.
Former non-executive Director of
ASX-listed iSentia Limited, a media
intelligence and data technology
company.
Former Director of the Sydney School
of Entrepreneurship.
Former non-executive Director
of Novotech Aus HoldCo, Asia-
Pacific’s leading contract research
organisation (CRO) providing clinical
research solutions world-wide.
Former non-executive Director of
MYOB Group Limited prior to their
buyout by KKR in April 2019 (January
2017 to April 2019).
40
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES PAUL RICKARD
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
August 2009.
Other Tyro Responsibilities:
Chair of the Risk Committee.
•
Chair of the Audit Committee.
•
Relevant other Directorships held
in the past three years:
• Non-executive Director of PEXA
Group Ltd (ASX: PXA).
• Non-executive Director of WCM
Global Growth Ltd (ASX: WQG).
• Non-executive Director of Russh
•
Media Pty Ltd.
Director of Switzer Financial Group
Pty Ltd.
• Non-executive Director of Titan
Platform Pty Ltd.
Career:
Paul was the founding Managing Director of
CommSec, which he led from 1994 to 2002,
and was Chairman until 2009. After a 20 year
career with Commonwealth Bank finishing
in the role of Executive General Manager
Payments & Business Technology, Paul left
in 2009 to team up with Peter Switzer and
co-founded the Switzer Super Report, a
subscription-based newsletter for the trustees
of self-managed super funds. An expert in
investment and superannuation, Paul is a
regular commentator on TV, radio and online
and also oversees editorial development at
Switzer Financial Group Pty Ltd. In 2005, Paul
was named ‘Stockbroker of the Year’ and
admitted to the Industry Hall of Fame of the
Australian Stockbrokers Foundation.
Qualifications:
Paul holds a Bachelor of Science degree in
Mathematics and Computer Science from the
University of Sydney.
SHEFALI ROY
NON-EXECUTIVE DIRECTOR
Independent non-executive Director since
January 2022.
Other Tyro Responsibilities:
• Member of the Risk Committee.
• Member of the People Committee.
Relevant other Directorships held
in the past three years:
•
Director of Ada’s List, a UK based
network and community for women in
technology.
Former Director of the Maker
Foundation, originators of the DAI
stable coin (April 2020 to July 2021).
•
Career:
Shefali is a Founding Partner of First Look, a
London based venture fund investing in women
and diverse entrepreneurs building technology
in finance, health, work, and real estate. Until
September 2020, Shefali was the COO and
CCO at TrueLayer headquartered in the U.K.
Prior to that she held C-Suite/senior leadership
roles in operations, compliance and regulatory
affairs at Stripe, Apple, Christies and Goldman
Sachs. Shefali is an Associate Fellow at Said
Business School, Oxford and lectures on start-
ups, organisational behaviour and leadership,
fintech and defi. She holds strategic advisory
positions at the Barefoot College, and Nye
Health, and her interests lie at the intersection
of economics, technology and ethics.
Qualifications:
Shefali holds an Associate Diploma of Law, a
BBus in Economics and Finance and an MA
in Communications from RMIT, an MSc in
Economic History from the London School of
Economics, and an Executive MBA from Said
Business School, Oxford University. She is also
an Associate Fellow at Said Business School,
Oxford University.
41
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES e
v
i
t
u
c
e
x
E
i
m
a
e
T
p
h
s
r
e
d
a
e
L
ROBBIE COOKE
CEO | MANAGING DIRECTOR
PRAV PALA
CHIEF FINANCIAL OFFICER
Robbie joined Tyro in March 2018 as Chief
Executive Officer and was appointed as
Managing Director in October 2019.
Robbie has led as CEO | Managing
Director three ASX listed companies in
a business career spanning more than
30 years. He has traversed scale-ups,
listings and significant M&A actions
in technology enabled businesses
delivering significant shareholder value.
This included 7 years running Australia's
leading online travel company Wotif.
com, taking the business through scale-
up from start-up mode, achieving a
circa five fold increase in profits and a
successful IPO in 2006. He operated
the lotteries, race wagering and sports
betting conglomerate Tatts Group for
5 years until its merger with Tabcorp in
March 2018.
Robbie holds a Bachelor of Laws (Honours)
from the University of Queensland Law
School, a Bachelor of Commerce from
the University of Queensland and a
Graduate Diploma in Company Secretarial
Practice from the Governance Institute
of Australia. Robbie is a member of the
Australian Institute of Company Directors,
an associate of the Governance Institute
of Australia and a solicitor of the Supreme
Court of Queensland.
Praveenesh (Prav) joined Tyro in 2014 in
the role of Chief Financial Officer. Prav
has over 20 years experience gained in
professional consulting, property funds
management, financial services and
the payments industry. Since starting
his career at PricewaterhouseCoopers,
Prav has held several senior positions at
QBE Insurance Group, Westfield Group,
Domaine Mirvac Funds Management and
ING Direct Australia, and has managed
large integration and strategic finance
related projects.
Prav holds a Bachelor of Commerce
(Merit) from the University of New South
Wales. He is a qualified CPA and member
of the CFA Institute.
MONICA APPLEBY
CHIEF PEOPLE, CULTURE AND
COMMUNICATIONS OFFICER
Monica joined Tyro in 2020 as Head
of Corporate Communications ahead
of being appointed as Chief People,
Culture and Communications Officer.
Monica is passionate about creating
high performing teams and developing
a thriving culture of engagement and
growth that drives business outcomes.
Monica has over 18 years experience
in strategic communications,
change management and business
transformation, specialising in financial
services and technology, having
previously held roles at KMPG, Deloitte
and Tabcorp.
Monica holds commerce, law and change
management qualifications.
42
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES
JAIRAN AMIGH
COMPANY SECRETARY AND SPECIAL
COUNSEL
Jairan (Jay) was appointed as
Company Secretary on 20 February
2020. Jay holds Bachelors of Laws
(Honours) and Commerce from
the University of Queensland and
has over 30 years in legal practice
focusing on financial services and
corporate governance.
ROBIN GEORGE
ACTING CHIEF MARKETING OFFICER
With a passion for Fintech and brand
building, Robin joined Tyro in December
of 2018 and brings more than 20 years of
marketing experience to the business, with
over a decade in financial services.
Robin has a well-rounded marketing
background having worked in both creative
agencies and client-side roles in the UK and
Australia, across a broad range of marketing
disciplines - customer and relationship
marketing, digital marketing and brand
marketing and communications.
Robin holds a Bachelor of Business degree
majoring in Marketing and Economics from
QUT and a post graduate certificate in
Integrated Marketing Communications.
JONATHAN DAVEY
CEO - TYRO HEALTH
Jon joined Tyro in May 2021 in the role
of CEO - Medipass after Tyro acquired
Medipass and more recently as CEO of
the newly formed Tyro Health business.
Jon’s expertise is in leading businesses
through the changes necessary to
succeed in a digital world. Prior to joining
Medipass, Jon was accountable for Digital,
Innovation and Customer Experience at
National Australia Bank. He is the founder
of National Australia Bank’s Innovation and
Corporate Venture Capital teams.
Jon has over 25 years experience in
corporate, consulting and start-up
businesses. He has worked with leading
Australian and International companies
and is the co-founder of a technology
start-up. He is a member of the
Technology and Innovation Advisory Board
for the Australian Institute of Company
Directors.
STEVEN CHAPMAN
CHIEF RISK OFFICER
JOSH COUPLAND
CHIEF STRATEGY OFFICER
Steve is a Chartered Global
Management Accountant (CGMA)
and Certified Information Systems
Auditor (CISA). He joined Tyro in March
2019 and was appointed as Chief Risk
Officer on 10 June 2021 leading the
Tyro Risk and Compliance function.
Prior to this role, Steve led the Internal
Audit function.
After graduating from the University
of Glasgow, Steve began his career in
project management for a large UK
utility firm before moving into audit and
risk roles. Steve moved to Australia 11
years ago with his family and has since
worked for Woolworths, IAG and QBE.
Josh leads Tyro’s corporate strategy
function. Prior to joining Tyro in early 2018,
Josh built a successful consulting career
at Monitor Deloitte in the UK, working with
clients across multiple industries including
financial services. He has over 11 years
of experience leading teams on projects
spanning corporate strategy, M&A, and
business transformation.
Josh holds a BSc in Business and Financial
Economics from the University of Leeds.
43
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES PAUL KEEN
CHIEF TECHNOLOGY OFFICER
GEORGE MERVITZ
HEAD OF INTERNAL AUDIT
GIOVANNI RIZZO
CHIEF OF INVESTOR RELATIONS
Paul joined Tyro in August 2022 in the role
of Chief Technology Officer. Paul has over
20 years experience in leading engineering
teams in large ASX listed companies. Prior
to joining Tyro, Paul was Vice President
of Engineering for Nuix, leading Nuix’s
engineering teams and related activities.
Paul’s previous roles included Head of
Group Architecture and Engineering
at Qantas, Chief Technology Officer at
Airtasker and Chief Information Officer
at Dick Smith Electronics. Prior to these
experiences, Paul was a General Manager
in Salmat’s Software Development team
and a General Manager of Technology and
Development at RedBalloon.
Paul holds a Master of Business
Administration from Macquarie University
(Macquarie Graduate School of Business).
George joined Tyro in August 2021 and
prior to his Head of Internal Audit role he
held various senior leader roles at IAG
which included widespread commercial,
audit and project responsibilities. He
spent almost 4 years supporting IAG’s
Asia division in uplifting governance and
maturing internal control environments.
George is a multi-skilled senior South
African qualified Chartered Accountant
(CA(SA)) with extensive experience in
professional services and corporate
financial services. George has a Big 4
consulting background, having worked
at both PricewaterhouseCoopers (South
Africa) and EY (Cayman Islands).
Giovanni joined Tyro in late 2020 where
he established the Investor Relations
function. Giovanni is a qualified Chartered
Accountant (CA) and a member of
Chartered Accountants Australia and New
Zealand with over 20 years professional
experience working in South Africa,
Canada, and Australia.
Prior to joining Tyro, Giovanni worked at
PricewaterhouseCoopers before moving
into Investor Relations in 2013 as Head of
Investor Relations at Tatts Group Limited.
Giovanni is also a non-executive Director
and Chair of the Audit Committee of ASX
listed Jumbo Interactive Limited.
Giovanni holds a Bachelor of Commerce
(Honours) and a Higher Diploma in the
Theory of Accounting from the University
of Johannesburg.
44
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES JOSH WALTHER
CHIEF CUSTOMER OFFICER
SAMI WILSON
GENERAL COUNSEL
BRONWYN YAM
CHIEF PRODUCT OFFICER
Sami is Tyro’s General Counsel and joined
Tyro in 2018 to establish the in-house
legal function. Sami has over 12 years
legal experience in a diverse range of
areas, including advising ASX listed
entities on corporate law and M&A and
working on private equity, venture capital
and banking and finance transactions.
Before he joined us, Sami was a Senior
Associate at Herbert Smith Freehills.
Sami holds a Bachelor of Laws (Honours)
from the University of Melbourne and
a Bachelor of Commerce from the
University of Adelaide. Sami is admitted
as a solicitor of the Supreme Courts of
New South Wales and South Australia.
Josh joined Tyro in 2017 in the role
of Director of Sales, becoming Chief
Customer Officer in 2018. Josh has more
than 20 years experience in financial
services and management consulting with
ING Direct, Aussie Home Loans, KPMG
Consulting and Arthur Andersen Business
Consulting. He has extensive experience
delivering sales growth and customer
experiences for financial services
businesses across multiple distribution
formats including direct, digital and
partnerships. In his eight years at ING
Direct, Josh’s leadership in growing and
developing consumer sales and service
channels culminated in him being awarded
Australian Customer Experience Executive
of the Year and his team awarded Best
Contact Centre in Australia.
Josh holds a Bachelor of Business
(Honours – First Class) from the University
of Technology, Sydney and completed the
Stanford University Executive Program for
Growing Companies in 2019.
Bronwyn joined Tyro in 2017 and is our
Chief Product Officer. Bronwyn has over
25 years experience in financial services
and consulting. She has extensive
experience in challenging the status
quo and delivering innovative processes
and solutions. Bronwyn has a passion
for driving transformational change in
organisations and teams leveraging on
technology and disruptive thinking to
deliver desired customer outcomes. Prior
to joining Tyro, Bronwyn held several
senior roles in strategy, lending and
payments within Commonwealth Bank of
Australia since 2005. Bronwyn also had
a consulting career with Arthur Andersen
Business Consulting in the US and
across Asia, working with clients from
multiple industries from manufacturing
to financial services.
Bronwyn holds a Bachelors of Arts,
Business Economics from the University
of California, Los Angeles (UCLA) and a
Masters of Business Administration from
the Hong Kong University of Science and
Technology (HKUST).
45
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022PROFILES 46
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 5 Year Track Record
FY18
FY19
FY20
FY21
FY22
Transaction value
13,359,608
17,496,322
20,131,045
25,453,507
34,197,453
Transaction value annual growth
26.0%
31.0%
15.1%
26.4%
34.4%
Total revenue (normalised)
148,231
189,770
210,675
239,505
326,143
Total revenue annual growth
22.9%
28.0%
11.0%
13.7%
36.2%
Direct expenses
(79,163)
(106,510)
(117,200)
(119,771)
(177,640)
Gross profit (normalised)1
Gross profit annual growth
69,068
83,260
93,475
119,734
148,503
23.3%
20.5%
12.3%
28.1%
24.0%
Operating expenses (normalised)
(78,890)
(91,871)
(97,847)
(105,568)
(137,836)
EBITDA2
Share-based payments expense
Depreciation & Amortisation
(9,822)
(1,411)
(7,064)
(8,611)
(3,788)
(7,864)
(4,372)
(10,896)
14,166
(8,779)
10,667
(5,199)
(12,524)
(14,666)
(20,505)
EBIT (normalised)3
(18,297)
(20,263)
(27,792)
(9,279)
(15,037)
Net interest cost (normalised)
-
-
(535)
(517)
(1,024)
Loss before tax (normalised) 3
(18,297)
(20,263)
(28,327)
(9,796)
(16,061)
Adjustments to normalised earnings
Amortisation of Bendigo Alliance intangible asset
Bendigo Alliance gross profit share
Interest cost on Bendigo Alliance
Bendigo Alliance transitional expenses
Costs associated with the connectivity issue
IPO expenses and other
Share of loss from associates
Mergers and acquisition costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(9,730)
-
-
(698)
698
-
-
(13,285)
(894)
(1,119)
(4,681)
Loss before income tax (statutory)
(18,297)
(20,263)
(38,057)
(29,775)
Loss after income tax (statutory)
(17,146)
(18,439)
(38,057)
(29,823)
Cash, cash equivalents and investments
84,251
68,758
188,324
172,780
(11,176)
8,490
(2,534)
(4,669)
300
(409)
(3,558)
-
(29,617)
(29,617)
122,768
Cash flows from operating activities
(12,799)
(13,931)
8,194
11,043
(25,319)
1
2
3
Normalised gross profit is adjusted for Bendigo support fees of $2.3 million associated with transition of Bendigo merchants to the Tyro platform and the Bendigo
gross profit share of $8.5 million not deducted from statutory gross profit but deducted to calculate normalised gross profit. Refer to page 14 of the Tyro FY22
Investor Presentation for a reconciliation of statutory to normalised results.
Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments expense, share of losses from
associates, expenses associated with the terminal connectivity issue and the IPO and other significant one-off costs. Refer to page 14 of the Tyro FY22 Investor
Presentation for a reconciliation of statutory to normalised results.
EBIT and normalised net loss before tax excludes expenses associated with the IPO including the share-based payments expense relating to Liquidity Event
Performance Rights that vested as a result of the IPO, the non-cash accounting impact of the Bendigo Alliance, expenses associated with the terminal
connectivity issue and significant one-off expenses. Refer to page 14 of the Tyro FY22 Investor Presentation for a reconciliation of statutory to normalised
results..
47
TYRO PAYMENTS LIMITED - ANNUAL REPORT 20225 YEAR TRACK RECORD 48
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Sustainability
49
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 y
t
i
l
i
i
b
a
n
a
t
s
u
S
Sustainability is not only about our relationship
with our merchants - it is also about our
responsibility to the environment, social issues,
equity, engagement with the community, good
governance and ethical standards.
Following on from our first Sustainability Report
released in FY21, we have evolved our reporting
and have adopted a new disclosure format
for our annual report suite to highlight how we
create value for all our stakeholders including
enhanced disclosure on the use of our Capitals
and providing a consolidated review of our
financial, economic, social and environmental
performance on matters material to our strategy
and our ability to create and sustain value into
the future. More details of this disclosure can
be found in our comprehensive Sustainability
Report. This is just the start of our move to a
more comprehensive and more transparent
review of our business which we will build on in
FY23 and beyond. To view our 2022 Sustainability
Report please refer to: https://investors.tyro.com/
investor-centre/?page=sustainability
50
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022SUSTAINABILITY “We are proud of our open,
inclusive, and collaborative culture
which has at its foundation our
guiding values.”
Our People and Culture
Our people are at the core of who we are. We have
a strong emphasis on recruiting and retaining top
talent that enhances our strong values-driven culture.
The accumulation of our collective experience,
shared values, and individual skills has allowed Tyro to
deliver industry-leading products and solutions.
Our Values
We are proud of our open, inclusive and collaborative
culture which has, at its foundation our guiding values.
We foster a high performance, values-driven culture
and our most recent employee survey showed that
71% of our team members are proud to work at Tyro
and 78% would recommend it as a great place to work.
We recently introduced a new teamwork value at Tyro
to complement and enhance our existing values. Our
new value:
“Win together - We are a united team. With growth
mindsets and without ego, we embrace diversity to
collaborate, innovate, and accelerate”
Diversity and Inclusion
Tyro’s workforce has grown and diversified as our
merchants, products and services have expanded.
Our team members speak 53 languages and have an
average age of 35. Our Executive Leadership Team
(XLT) is 21% female while 12.5% of our senior managers
are female and 49% of our other managers are female.
We ended FY22 with 15% more people than the prior
year reflecting organic head count growth to better
service our merchants. In total we have 612 team
members.
As part of our commitment to diversity, we initiated
a new cultural and ethnicity diversity survey in FY22.
We surveyed our Board of Directors and Executive
Leadership Team to obtain an understanding and
acknowledgment of our cultural differences. We will
be rolling this survey out to all our team members in
FY23. The purpose of this survey is to collect data
about where our people come from, what groups
they identify with, and what languages they speak
which will assist us to dispel negative stereotypes and
personal biases about different groups and setting
meaningful social targets to increase representation of
currently under-represented groups.
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
51
51
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022SUSTAINABILITY Professional Development and Tyro Graduate Program
We introduced LinkedIn Learning for all our
employees, offering free access to over 8,000
learning courses and every member of our team is
supported with bespoke training that builds their
career in line with their development plan. Our links
to Australian Institute of Management and our
customised Tyro Leader Program means that all our
managers have the opportunity to excel.
We launched our Tech Graduate Program in June 2021
with 12 graduates and 4 interns joining over the course
of the year. This initiative is a win-win for both our
grads and Tyro. We benefit from great new energy and
ideas and the opportunity to help grow the careers of
some young technologists, all the while attracting top
talent to our team.
Below is a summary of our diversity outcomes achieved in FY22 against our targets.
MEASURE OF SUCCESS
FY22 OUTCOME
TARGET
Representation of gender groups. Our overall Tyro team has a gender
balance of 36% female, 62% male
and 2% undisclosed/other.
A gender balance of 40:40:20
achieved across the whole of Tyro
with a balance of 40% female, 40%
male and 20% non-binary to be
achieved by 30 June 2023.
Gender balance for Directors.
Our Board has a gender balance of
57% female and 43% male.
A gender balance of 40:40:20 to be
achieved by 30 June 2022.
Elimination of gender pay gaps.
A salary review and benchmarking
exercise was conducted across the
whole business in January 2022 as
part of the fixed remuneration review
for Tyro. Any gender pay gaps were
addressed as part of this review.
Remuneration equity across all
genders.
Launching Tyro’s own LGBTQIA+
advocacy network, Tyro Pride.
In FY22, Tyro Pride was officially
launched.
Ensure Tyro is a leading employer for
the LGBTQIA+ community.
Completed Tyro’s inaugural
submission to the Australian
Workplace Equality Index (AWEI)
for FY22.
Received data to benchmark
ourselves against other organisations.
Ensure Tyro is a leading employer for
Workplace Equality.
The long-term success of Tyro is closely inter-related
to the success of the communities in which we
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
Y
T
I
L
I
I
B
A
N
A
T
S
U
S
52
52
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022SUSTAINABILITY Our Community
operate. Positive relationships with the community
allow us to build trust and long-term sustainability of
our operations.
Donations are not included in the merchant’s daily
settlement, they are kept separate and settled directly
with the charities.
Our employees want to give back, so we make it easy
for them. Our team members proactively engage
with their local communities through organising
fundraising events, assisting in community projects
and donating their expertise where needed by
communities important to them. We offer our team
the support and resources they may need to assist in
these proactive initiatives including the ability to take
a paid volunteer day annually.
Although we are still a relatively small company that
is not generating profits, we are actively looking at
ways in which we can make corporate charitable
contributions and become involved in corporate
social responsible projects. Current projects that
we are actively looking at include how we can use
our payments expertise to roll-out new payments
methods to charitable organisations. An example of a
charity that we are currently working with is Jeans for
Genes (discussed below).
Tyro also actively contributes to public policy debates
and industry reviews to improve the payments system
in Australia and customer outcomes from those
reviews.
Sheep Dog
We have developed charitable donation functionality
for our merchants which allows cardholders to make
donations to charities at participating Tyro merchants.
In FY22, our merchants raised over $50,000 for their
selected charities through utilising this technology.
Jeans for Genes
Jeans for Genes is one of Australia’s oldest and most
beloved charity days supporting vital research to find
treatments and cures for children’s genetic diseases
like cancer, cystic fibrosis, and life-threatening
metabolic disorders.
The Children’s Medical Research Institute (CMRI) relies
on the money raised by Jeans for Genes Day, and
other community fundraising, to keep its labs open
and, for nearly 27 years, Australians have seen the
streets awash with denim, with volunteers out in force
to sell merchandise and collect donations.
Recognising that charities have been hard hit by the
COVID-19 pandemic, Tyro has again worked with the
CMRI by providing 50 terminals at no upfront cost.
Furthermore, more than 30 of our dedicated Tyros
volunteered their time on 5 August to assist with
fundraising for such an amazing cause.
The Environment
Limiting our environmental impact is part of our social
license granted to us by our merchants and their
customers. Although we have a limited emissions
inventory, we recognise that a business’s impact on
the environment is a concern to all our stakeholders.
In 2021, the Board adopted Tyro’s first Sustainability
Framework which included the management of
environmental risks and opportunities. We established
a sustainability champions group to further implement
environmental change across Tyro. The sustainability
working group raises awareness, identifies strategic
sustainable initiatives and focuses its efforts on
reducing Tyro’s carbon footprint.
We are committed to reducing our carbon inventory
to achieve ‘Net Zero’. In FY22 we signed on to Climate
Active Australia and are currently undertaking our
accreditation process to achieve ‘Net Zero’. As part of
this accreditation, we will acquire 4,250 tCO2e carbon
offsets in FY23 for those emissions that cannot yet
be reduced in order to obtain our status as a carbon
neutral company. Ultimately, our strategy will see us
target ‘Net Zero’ without the need to acquire carbon
offsets.
Further details on climate change risk mitigation and
progress against targets can be found within our 2022
Sustainability Report. To view the 2022 Sustainability
Report please refer to: https://investors.tyro.com/
investor-centre/?page=sustainability
A merchant can configure a different charity per
location and enable the feature per terminal.
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
53
53
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022SUSTAINABILITY s
o
r
y
T
r
u
o
m
o
r
f
s
e
i
r
o
t
S
“…having joined the team fairly recently, I am really
enjoying working here at Tyro. Tyros are friendly and
approachable from the get-go, and despite feeling
this workplace is too good to be true, 8 months in,
our leaders and staff alike remain approachable,
supportive and keen to work together to solve a
common challenge for our customers’ benefit.
I particularly appreciate how accessible and
approachable our CEO is, providing updates to all
staff regularly and consistently encouraging us to
speak up about ideas and pain points. Finally, the
passion and commitment of our people as well as
regular in-office activities really makes working
here meaningful and fun….”
Debbie Rowlands
TYRO KNOWLEDGE MANAGER
Y
T
I
L
I
I
B
A
N
A
T
S
U
S
54
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
“…Tyro stands out to me as an employer for
two reasons: the flexibility, which is essential
to me as a father of two children. Second,
Tyro always makes an effort to promote from
within for most open positions, and I serve
as an example because I took on additional
responsibilities within a year of starting my
job.
During the FY22, we optimised the Lending
Credit Risk Policy to meet the needs of our
merchants and to remain competitive in the
market. As a result, our lending portfolio
has grown significantly surpassing all
previous records, and losses remained below
acceptable limits…”
Sabbir Mohammed
TYRO HEAD OF CREDIT
Y
T
I
L
I
I
B
A
N
A
T
S
U
S
55
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 56
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Directors’
Report
57
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 t
r
o
p
e
R
’
s
r
o
t
c
e
r
i
D
The Directors present their report together with
the Financial Report of the consolidated entity
(referred to hereafter as the Group or Tyro)
consisting of Tyro Payments Limited and the
entities it controlled at the end of, or during, the
year ended 30 June 2022 (FY22).
58
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT
1. 2022 Corporate Governance Statement
The Group’s governance arrangements and practices as compared to the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations (4th Edition) are set out in our Corporate Governance
Statement. The Group must also comply with its constitution, the Corporations Act 2001 (Cth), the ASX Listing
Rules, the Banking Act 1959 (Cth), including the Banking Executive Accountability Regime (BEAR) (contained in
Part IIAA of the Banking Act 1959) amongst other laws, and, as an Authorised Deposit taking Institution (ADI), with
governance requirements prescribed by the Australian Prudential Regulation Authority (APRA) under Prudential
Standard CPS 510 Governance and other applicable published APRA Prudential Standards.
Information about the Group’s corporate governance policies and practices can be found in the 2022 Corporate
Governance Statement available at: https://investors.tyro.com/investor-centre/?page=corporate-governance.
2. Pillar 3 information
The Group provides information required by APRA prudential standard APS 330 Public Disclosure in the Regulatory
Disclosures section at: https://investors.tyro.com/investor-centre/?page=regulatory-disclosure.
3. Directors
The following persons held office as Directors of the Company during the financial year and up to the date of this
Report (unless otherwise stated):
David Thodey AO
Chair & Non-executive Director
Independent
Robbie Cooke
CEO | Managing Director
Executive
Hamish Corlett
Non-executive Director
Independent
Resigned 3 November 2021
David Fite
Non-executive Director
Independent
Claire Hatton
Non-executive Director
Independent
Appointed 5 January 2022
Aliza Knox
Non-executive Director
Independent
Fiona Pak-Poy
Non-executive Director
Independent
Paul Rickard
Non-executive Director
Independent
Shefali Roy
Non-executive Director
Independent
Appointed 5 January 2022
Details, including term of office, qualifications, experience and information on other directorships held by Directors,
can be found on pages 37 to 41 of the Annual Report.
4. Company Secretary
Jairan (Jay) Amigh was appointed as Company Secretary on 20 February 2020. Jay holds Bachelors of
Law and Commerce and has over 30 years in legal practice focusing on financial services and corporate
governance.
59
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT 5. Meetings of Directors
The number of meetings of the Company’s Directors (including meetings of Committees of Directors) and the
number of meetings attended by each Director during the financial year were:
BOARD OF DIRECTOR
MEETINGS
AUDIT COMMITTEE
MEETINGS
RISK COMMITTEE
MEETINGS
PEOPLE COMMITTEE
MEETINGS
David Thodey
Robbie Cooke1
Hamish Corlett
David Fite
Claire Hatton2
Aliza Knox
Fiona Pak-Poy
Paul Rickard
Shefali Roy3
A
15
15
5
15
9
15
15
15
9
B
15
15
5
15
8
15
15
15
9
A
4
B
4
nm
nm
1
3
3
1
3
3
nm
nm
5
5
5
5
nm
nm
A
nm
nm
nm
6
nm
6
nm
6
3
B
nm
nm
nm
6
nm
6
nm
6
3
A
8
nm
4
nm
3
8
8
nm
3
B
8
nm
4
nm
3
8
8
nm
3
A Number of meetings during the year while the Director was a member of the Board or Committee.
B Number of meetings attended by the Director as a member during the year.
nm Not a member of the relevant Committee.
1
The CEO | Managing Director is not a Non-executive Director. Robbie was invited by the Board to attend the Risk Committee, Audit
Committee and People Committee meetings (or part thereof).
2 Claire Hatton was appointed to the Board, Audit Committee and People Committee on 5 January 2022 and attended meetings from that
date.
3 Shefali Roy was appointed to the Board, People Committee and Risk Committee on 5 January 2022 and attended meetings from that date.
In addition to the Board and Committee meeting attendances noted above, a number of Directors participated
in other Committees established for special purposes. At the date of this report, the Company has an Audit
Committee, Risk Committee and People Committee. The members of each Committee are as follows:
AUDIT COMMITTEE
RISK COMMITTEE
PEOPLE COMMITTEE
Paul Rickard (Chair)
Paul Rickard (Chair)
Fiona Pak-Poy (Chair)
David Fite
Claire Hatton
Fiona Pak-Poy
David Thodey
David Fite
Aliza Knox
Shefali Roy
Claire Hatton
Aliza Knox
Shefali Roy
David Thodey
60
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT 6. Directors interest in securities
The relevant interest of each Director in securities of the Company at the date of this Directors’ Report is as
follows:
DIRECTOR1
David Thodey
Robbie Cooke
David Fite
Claire Hatton
Aliza Knox
Fiona Pak-Poy
Paul Rickard
Shefali Roy
RELEVANT INTEREST IN
ORDINARY SHARES
OPTIONS OVER ORDINARY
SHARES
RIGHTS OVER ORDINARY
SHARES
1,056,996
990,996
16,593,861
14,583
-
106,420
2,126,740
-
82,287
5,504,530
158,144
-
-
83,000
201,231
-
59,367
1,223,587
35,620
-
-
76,857
46,723
-
1
Includes shares held by entities controlled by Directors
7. Operating and Financial Review
Refer to the CEO | Managing Director’s Report on pages 15 to 35 of the Annual Report, which forms part of this
Directors’ Report for details of Tyro’s principal activities, business strategies and financial performance and position
for the year ended 30 June 2022.
8. Material risks to business strategies and prospects for future financial
years
The potential risks that could adversely affect the Group’s achievement of its business strategies and financial
prospects in future years are described below. This section does not purport to list every risk that may be
associated with the Group’s business now or in the future. There is no guarantee or assurance that the importance
of these risks will not change, or other risks emerge. While the Group aims to manage risks in order to avoid adverse
impacts on its financial and reputational standing, some risks are outside the control of the Group.
The management and oversight of risk is ultimately overseen by our Board and Risk Committee. We have an
integrated Risk Management Framework in place to identify, assess, manage and report risks on a consistent basis.
This framework has been developed to accord with the tolerance levels set out in our Risk Appetite Statement.
61
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT GROUP’S RISK MANAGEMENT FRAMEWORK
OUR
PURPOSE
HOW MUCH
RISK WE
TAKE
HOW WE
DEFINE
RISK
WHAT RISK
WE TAKE
Our Strategy
Risk Appetite Statement
Risk Management Strategy
1. Strategic Risk Management
FINANCIAL RISK MANAGEMENT
NON-FINANCIAL RISK MANAGEMENT
2. Credit Risk
Framework
3. Liquidity Risk
Management
Framework
4. Market and
Investment Risk
Management
Framework
5. Operational
Risk
Management
Framework
6. Compliance
Risk
Management
Framework
7. Customer and
Conduct Risk
Management
I
R
S
K
C
U
L
T
U
R
E
HOW WE
ASSURE
OURSELVES
Clear business procedures aligned to policies, risk and compliance self-assessment, control assurance program, staff
training, testing adherence to policy, analysing incidents, reporting, risks/issues/breach identification and management,
credit decisioning, hindsight review, profiling, stress testing, audits
HOW WE
GOVERN
RISK
BOARD, BOARD RISK COMMITTEE, BOARD AUDIT COMMITTEE
EXECUTIVE RISK COMMITTEE
BUSINESS UNIT RISK MANAGEMENT
To help ensure we operate within the defined risk appetite set by the Board, our approach to managing our risk is
underpinned by a ‘three lines’ of defence model:
• First Line of Defence: Business managers are responsible for the identification and management of risk as part
of their day-to-day responsibilities;
• Second Line of Defence: The Risk team is accountable for providing risk advice, oversight and challenge to the
business. They maintain the Risk Management Framework and report to Board on the risk appetite, risk profiles,
frameworks, policies and other risk management tools to guide the business; and
• Third Line of Defence: Internal Audit is accountable for independently assuring that the Risk Management
Framework is operating effectively and our risk management practices are appropriate in the context of
statutory and regulatory obligations.
62
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT
KEY AREAS OF POTENTIAL RISK
MITIGATION STRATEGIES AND ACTIVITIES
Talent
Ability to attract, develop and retain talent to
deliver on strategy.
• Attraction and retention strategies, including competitive monetary and non-
monetary benefits and flexible work policies.
• Culture and remuneration frameworks ensure employees are clear on
expectations and accountabilities and demonstrate risk behaviours that lead to
appropriate outcomes.
Introduction of new resourcing options to ensure we have access to an
expanded talent pool.
•
Project delivery
Ability to deliver new products and innovations
that meet customers’ needs.
• Project governance structures and policies.
• Prioritisation process to identify which are most important and urgent and
allocate resources accordingly.
• Project managers in place to plan, execute and control delivery.
• Regular monitoring and reporting to identify and mitigate issues that arise.
Technology failure
Failure or disruption of our technology
platform, resulting in disruption to merchants’
businesses, leading to customer churn, loss of
data, and/or reputational damage.
• Tyro relies on established technology partners who deploy high availability
services and tools.
• Regular monitoring of platform and database performance.
• Business continuity, disaster recovery, and crisis management plans in place
and tested regularly.
Regulatory and compliance
Ability to manage regulatory and compliance
risk that may impact Tyro’s products,
reputation and/or financial returns.
• Dedicated Compliance team who monitor and provide input on any emerging
changes to legislation, regulations and/or industry codes, and assess potential
business impacts.
• Compliance frameworks, policies and training are provided for all employees,
Capital management and access
The risk that our performance falls short of
expectations resulting in negative shareholder/
market sentiment, increasing the cost of
capital and/or impacting access to capital.
Cybersecurity
Security controls and processes are
insufficient, leading to a breach and resulting in
loss of system functionality or data, business
disruption, customer churn and/or reputational
damage.
supported by internal and external audits.
• Risk and controls self-assessment process used to identify, evaluate, and
manage compliance risks and develop associated controls.
• Proactive and regular dialogue with regulators and industry bodies.
• Defined capital risk indicators set in the Group Risk Appetite Statement.
• Capital ratio operating targets are regularly reviewed in the context of the
external economic and regulatory outlook with the objective of maintaining
balance sheet strength.
• Security team provide oversight of critical cyber-control activities to defend
against the evolving threat environment.
• Proactive tools and processes provide enhanced detection and monitoring
capabilities, secure configuration, vulnerability management and strong
authentication methods.
Increased supplier monitoring to understand and mitigate any weaknesses in
their cyber defence and resilience capabilities.
•
• Security and awareness programs for all employees and annual cybersecurity
scenario exercise with the Executive team and Board.
Business resilience
Ability to withstand and adapt to disruptions
that may impact business operations, people,
and/or assets.
• Business Continuity & Technology Disaster Recovery plans and testing in place
for critical systems and processes.
• Key supplier governance, selection and monitoring processes enable us to
identify and manage the risk of third-party disruptions.
• Crisis management exercises with the Executive Leadership team and Board.
Third Party
Failure to choose and manage third-party
suppliers effectively, resulting in loss of system
functionality or data, business disruption,
customer churn and/or reputational damage.
• Tyro is committed to obtaining goods and services in a transparent, ethical, and
competitive manner, consistent with our risk profile and policies.
• Suppliers are assessed to identify and mitigate modern slavery risks and issues.
• Contract owners maintain in-life relationship management to ensure
compliance with contractual obligations, performance requirements, business
resilience and security assurance.
Credit and fraud risk
Losses from failure of counterparties to meet
their financial obligations to Tyro.
• Defined credit risk and fraud risk indicators set in the Group Risk Appetite
Statement.
• Tyro’s credit risk management framework and policies outline the core values
which govern credit risk-taking activities and reflect the priorities established by
the Board.
• Regular monitoring of credit quality, arrears, policy exceptions and policy
breaches.
• Established provisions for credit impairment based on current information and
our expectations.
63
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT KEY AREAS OF POTENTIAL RISK
MITIGATION STRATEGIES AND ACTIVITIES
Market Risk
Losses from unexpected changes in market
rates and prices.
• Defined market risk indicators set in the Group Risk Appetite Statement.
• Tyro’s market risk policy outlines how Tyro will manage market risks particular to
our business.
• Tyro’s Asset and Liability Committee provides oversight and management within
the Board set risk appetite limits.
Liquidity Risk
Ability to meet financial obligations as they fall
due.
Pandemic
Ability to manage Tyro’s potential financial,
operational, and people risks from COVID-19.
• Defined liquidity risk indicators set in the Group Risk Appetite Statement.
• Tyro’s liquidity risk framework and policies outline the necessary component
functions to carry out effective liquidity management from identification
through to a liquidity crisis management.
• Forecasting of future capital requirements and available capital resources
to manage the business to our required levels of regulatory capital, target
adequacy levels and internal capital triggers, over a forecast period.
• Regular oversight and monitoring of financial and operational impacts by
Executive Leadership team and Board.
• Ongoing support of customers experiencing financial hardship.
• Proven ability to work remotely through the use of technology.
• Processes in place to ensure employees have a safe and effective working
environment.
Competition and disruption
New competitors or technologies that impact
Tyro’s ability to drive customer growth and
deliver on our strategy.
• Tyro’s strategy actively aims to address competition risk.
• Processes in place for monitoring and responding to competitor and market
activity.
• Development of strategic partnerships and acquisitions in companies that drive
new technology.
Environmental and social risks
Ability to recognise and address environmental,
social or corporate governance (ESG) issues.
• Tyro’s approach to sustainability and climate change risk is managed through
our Sustainability Framework with priority targets set by the Board.
• Regular review and oversight of ESG initiatives and risks by our Executive
Leadership team.
‘Net-zero’ carbon emissions, diversity, and inclusion target commitments.
•
Concentration risk
Reliance on a limited number of products,
industry verticals and geographical regions to
drive growth.
• Focus on promoting value-adding services to existing customers: merchant
cash advance, transaction account, term deposit account and Tyro Connect.
• Growth of our Health business through the acquisition of Medipass and a simple,
unified solution for payments and claiming.
• Expansion into new verticals with a fit for purpose mobile payment terminal
device.
Geopolitical
Geopolitical issues and tension could threaten
the Australian economy and destabilise supply
chains, disrupting operations and impact our
business and growth strategy.
• The Board monitors conditions and maintains provisions and capital for a range
•
of potential economic scenarios.
Investment in expanding and updating our terminal offering to mitigate
potential hardware supply issues.
• Monitoring and ensuring sufficient hardware stock levels to meet customer
demand.
Economic environment
Significantly weakened global conditions could
harm our business and financial position.
Digital adoption
Ability to respond to customers’ demand for
simple and innovative digital services and
products.
Machine learning and Artificial Intelligence
Ability to manage risks and opportunities from
Artificial Intelligence and machine learning
related products and features, leading to
reputational, regulatory and/or financial
impacts.
• Regular financial oversight and monitoring across markets.
• Detailed financial analysis, scenario modelling and stress testing for a range of
economic scenarios.
• Acceleration of our digital strategy.
•
Investing in technology and digital platforms to help drive efficiency and
improve customer experience.
•
Investing in our products and technology to leverage Artificial Intelligence and
machine learning.
64
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT 9. Environmental regulation
Although our operations are not subject to any particular and significant environmental regulation under any law
of the Commonwealth of Australia or any of its states or territories, we still acknowledge that by working with
over 63,700 merchants across Australia, we are committed to delivering our solutions in a manner that aims to
create a sustainable future for all our stakeholders. This includes our shareholders, our people, our merchants,
the community in which we operate, our suppliers and business partners and regulatory bodies.
Further details on climate change risk mitigation and progress against targets can be found within our 2022
Sustainability Report. To view the 2022 Sustainability Report please refer to: https://investors.tyro.com/investor-
centre/?page=sustainability
10. Dividends
No dividends were paid to shareholders or otherwise recommended or declared for payment during the
year.
11. Share-based payments
Details of share-based payments are disclosed in our Remuneration Report on pages 69 to 103 and in Note 14 of
the Financial Report.
12. Additional information indemnities and insurance
Clause 54 of the Company’s Constitution provides that every person who is or has been a Director or Secretary of
the Group must be indemnified by the Company, to the extent permitted by law, against:
•
•
liabilities incurred by the person as an officer of the Company or a subsidiary; and
for legal costs incurred by the person in defending any proceedings which relate to a liability incurred by that
person as an officer of the Company.
The Company has executed Deeds of Indemnity, Insurance and Access, consistent with this Clause, in favour
of all current Directors of the Company, the Company Secretary who is named in this Directors’ Report and the
Company’s current Chief Financial Officer. The Company has also entered into equivalent Deeds of Indemnity with
former Directors and Secretaries of the Company, in accordance with the Company’s previous Constitution. Each
Deed indemnifies those persons for the full amount of all such liabilities including costs and expenses, subject to
their terms.
For the year ended 30 June 2022, no amounts have been paid pursuant to indemnities (FY21: Nil). The Company’s
Constitution also allows the Company to pay insurance premiums for contracts insuring the current and former
Directors and Secretaries of the Company in relation to any such liabilities and legal costs.
During or since the end of the financial year, the Company has paid the premium in respect of contracts insuring
each of the Directors and the Secretary named in this Directors’ Report, the former Directors, and the officers
of the Company as permitted by the Corporations Act 2001. The class of officers insured by the policy includes
all officers of the Company. The terms of the contracts of insurance prohibit the disclosure of the nature of the
liabilities insured against and the amount of the premium. As at the date of this report, no amounts have been
claimed or paid in respect of these insurance contracts other than the premium referred to above.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties and resulting liabilities, losses, damages,
costs and expenses arising from the audit (for an unspecified amount). This indemnity does not extend to matters
finally determined to have arisen from Ernst & Young’s negligent, wrongful or wilful acts or omissions.
65
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT 13. Proceedings on behalf of the Group
In relation to the terminal outage incident in January 2021, a class action proceeding was filed against Tyro in
October 2021 in the Federal Court of Australia on behalf of customers impacted by the terminal outage incident.
The class action is the subject of Tyro’s previous ASX announcement on 20 October 2021. The class action alleges
that Tyro engaged in misleading and deceptive conduct, contravened certain statutory guarantees and breached
certain contractual warranties. The claim seeks compensation and damages from Tyro. Tyro denies the allegations
and is defending the proceedings.
It is currently not possible to reliably determine the ultimate impact on the Group of the claims raised in this
proceeding and accordingly no provision has been recognised.
No other proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
Section 237 of the Corporations Act 2001.
14. Non-audit services
The Group may decide to employ its auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Group is important.
The Board has considered the position and, in accordance with the advice received from the Audit Committee, is
satisfied that the provision of the non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not
compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality
and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a
management or a decision-making capacity for the Group, acting as advocate for the Group or jointly sharing
economic risk and rewards.
The non-audit services paid to the auditors (Ernst & Young) was for services relating to tax compliance amounting
to $17,000. Details of the audit and non-audit fees paid or payable for services provided by the auditors are
detailed in Note 24 of the Financial Report.
15. Auditor’s independence
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is
set out on page 105 and forms part of the Directors’ Report for the financial year ended 30 June 2022.
16. Rounding of amounts
The Group is of a kind referred to in Legislative Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the
Directors’ Report have been rounded off in accordance with that Legislative Instrument to the nearest thousand
dollars, or in certain cases, to the nearest dollar. This Directors’ Report is made in accordance with a resolution of
the Directors.
66
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT 17. Significant events after the end of the financial year
In the opinion of the Directors, there have been no matters or circumstances which have arisen between 30 June
2022 and the date of this report that have significantly affected or may significantly affect the operations of the
Group, the result of those operations or the state of affairs of the Group in subsequent financial years.
18. Remuneration Report
The Group's Remuneration Report which forms part of the Directors' Report can be found on page 69 to 103 of this
Annual Report.
______________________
David Thodey AO
Chair
Sydney, 29 August 2022
______________________
Robbie Cooke
CEO | Managing Director
67
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022DIRECTORS’ REPORT
68
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Remuneration
Report
69
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 e
e
t
t
i
l
m
m
o
C
e
p
o
e
P
e
h
t
f
o
r
i
a
h
C
e
h
t
m
o
r
f
r
e
t
t
e
L
70
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
Dear Shareholders,
On behalf of the Board, I am pleased to present
our Remuneration Report for the financial year
ended 30 June 2022.
The past three years have certainly presented
us with numerous challenges. From the
devastating impact of the COVID-19 pandemic
to the terminal outage we experienced in
January 2021 to the significant macro-economic
climate that we find ourselves in, including
inflationary pressure and rising interest rates that
is impacting all tech stocks across the globe,
our Tyro team has truly been tested in most
challenging business conditions.
I am pleased to report that through all these
challenges, our team at Tyro continues to deliver
quality service and products to our existing
and new merchants. This is evidenced in the
growth delivered for the year as highlighted
in our Annual Report. Transaction values are
up 34% for the year, normalised gross profit is
up 24%, and over 14,000 new merchants were
added to our portfolio. This growth speaks to the
significant contribution that every Tyro has made
in FY22. I would like to thank all Tyros for their
dedication, teamwork and commitment to put
our customers first.
Outside of our financial and operational
performance, our Tyro team has also been
working on prioritising cultural, gender and social
equity, addressing the impact of climate change
on our business, and focussing on the demand
for talent. As part of this work, I am proud to
announce that Tyro has adopted a new team
value in FY22 which we call our ‘Win Together’
value. This new value supports our existing values
of ‘Be Good’, ‘Wow the Customer’, ‘Commit to
Greatness’ and ‘Stay Hungry’ and recognises
that to achieve our mission and vision, we can
only do so by being a united team with a growth
mindset that embraces diversity, enabling us to
collaborate, innovate, and accelerate.
"This growth speaks to the
immense contribution that
every Tyro has made in FY22."
Changes to remuneration
in FY22
In FY22, the Board has made a number
of remuneration decisions to better align
remuneration with shareholder wealth creation
whilst placing a greater focus on linking
remuneration to performance and retention. The
changes made to the remuneration framework
were as follows:
• With the rapid acceleration seen in the
demand for talent in FY22 and related
increased remuneration requirements, we
refreshed our market data for impacted roles.
Our remuneration strategy is to provide fixed
annual remuneration (comprised of base
salary and superannuation) between the 50th
and 75th percentile, with technology roles
necessarily skewed to the higher end of the
range. This refreshed data was used as part of
our annual remuneration review with increases
to fixed remuneration provided in January
2022.
• To further attract and retain talent, we
•
introduced a long-term retention incentive
plan in the form of service rights for all our
team members (excluding the Executive
KMP and XLT). These service rights vest
equally over a 3-year period with the vesting
condition being that the employee remains
employed by Tyro at each vesting date.
In FY21, our STI plan for Executive KMP and
the XLT was delivered 75% in cash and 25%
in equity (Service Rights) that vest in 4 years
with no performance hurdle but subject
to clawback provisions and irrespective of
continuous service. For all other employees
the STI award was delivered 25% cash and
75% in service rights vesting in equal tranches
over a 3-year period with a 24-month holding
lock post vesting of each tranche irrespective
of continuous service. Through engagement
with our team, we have refined the plan for
FY22 for all employees other than Executive
KMP and XLT to allow for 33% of the award
to be paid in cash with the remaining 67%
issued as service rights that vest equally
monthly over a 12-month period from the
grant date with the vesting condition being
that the employee remain employed by Tyro
through the 12-month period. Furthermore,
we removed the 24-month holding lock from
the award. The objective of these refinements
is to improve the value of the award for
employees over the short-term while still
ensuring that an element of retention is built
into the award.
71
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Changes to remuneration in
FY22 (continued)
• A further refinement we made to our FY22
STI plan was to amend the weighting of the
component parts that make up the award.
The financial component which previously
amounted to 60% of the total award was
reduced to 50% in FY22 and the customer
satisfaction metric (measured using Net
Promoter Score (NPS) and merchant uptake
of multiple products) was increased to 20%
from 10% in FY21. This change was made to
enhance both the Board and management’s
emphasis placed on our value to ‘Wow the
Customer’.
• Following engagement with stakeholders
on the FY22 LTI Plan, the Board has refined
the FY23 LTI Plan by amending the financial
performance hurdles applicable to vesting
for the plan. 50% of the plan award will now
vest based on the achievement of a statutory
EBITDA performance hurdle in FY25 while a
new performance hurdle representing the
remaining 50% of the plan award has been
added based on the achievement of a TSR
ranking relative to the XTX index at 30 June
2025. This change has been made to better
align our LTI Plan with shareholder wealth
creation of the medium to long term.
Evolving our way of working
We introduced numerous Company defining
initiatives in FY22 to better support our team, to
retain and attract the very best talent and to build
on our high-performing culture.
• We moved into our new offices in Sydney in
April 2022. This move was necessitated by
our previous lease coming to an end at the
close of 2021. Our new Sydney HQ has been
designed with flexibility in mind and to enable
team members to do their best work, whatever
their day may involve, be that focussed work,
meetings, attending company-wide all hands
sessions we call Mindshares, catching up with
fellow Tyros over lunch, a game of table tennis,
or Friday drinks. The energy that this move has
brought back into our team, after the extended
lockdowns that all Tyros endured over Covid,
has been refreshing to see. We want to create
an even greater place to work and grow where
our strategy, purpose and values are ‘alive’,
with all Tyros empowered to deliver their best
work and drive amazing outcomes for Tyro.
• We also introduced a new ‘Way of Work’ in
late April 2022. We have adopted a ‘remote-
friendly’ (rather than ‘remote-first’) business
model for employees, and we recognise that
flexibility is about more than just remote
working. Employees can now choose when
they want to come into the office, and we
have empowered our senior leaders and our
teams to develop a model that best fits their
needs.
• We are very pleased to also have officially
launched our Tech Graduate Program in June
2021 with 12 graduates and 4 interns joining
over the course of the year. This initiative is
a win-win for both our grads and Tyro. We
benefit from great new energy and ideas
and the opportunity to help grow the careers
of some young technologists, all the while
attracting top talent to our team.
"We are confident that we have developed
a robust and fit for purpose remuneration
framework that serves Tyro well."
72
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Looking ahead to FY23
We are committed as a Board to continuously
reviewing the effectiveness of our remuneration
framework and always welcome your feedback
on our Remuneration Report. We are confident
that we have developed a robust and fit for
purpose remuneration framework that serves
Tyro well. It appropriately balances fixed
annual remuneration for all Tyros to reward
core performance, has a STI that underpins the
achievement of financial and operating targets,
and a LTI that is focussed on delivering long term
shareholder wealth creation.
I look forward to presenting our Remuneration
Report to you at the Tyro Annual General Meeting
to be held on 24 November 2022.
Yours sincerely,
______________________
Fiona Pak-Poy
Chair - People Committee
Remuneration outcomes
for FY22
With respect to the annual salary reviews
conducted in January 2022 and our stated
strategy to provide fixed annual remuneration
(comprised of base salary and superannuation)
between the 50th and 75th percentile (based on
independent benchmark data), with technology
roles skewed to the higher end of the range,
we provided our team with an overall average
remuneration increase of 4.3% (excluding the
Executive KMP and XLT). Executive KMP and XLT
were provided with an average increase of 8%.
The overall FY22 STI outcome came in at 46%
(FY21: 89%) of target with a total STI of $4.9
million paid to employees. Of this, $2.1 million will
be paid in cash with the remaining $2.8 million to
be issued as service rights.
The FY22 LTI Plan was made available to 77
employees made up of Executive KMP, the XLT
and key employees identified by the CEO and
the Board. Performance Rights were granted in
February 2022 to these employees with vesting
based on the achievement of a defined range of
statutory EBITDA outcomes in FY24 – this plan
is not due to be tested until FY24 and as such
no vesting has occurred. No vesting has taken
place on the FY19, FY20 or FY21 LTI plans as the
performance hurdles for vesting were not met in
FY22. These will be retested in FY23 again.
Non-executive Director fees for
FY22
Since listing on the ASX in 2019 no changes
were made to Non-executive Director fees until
FY22. In FY21, the Board undertook a review
of Non-executive Directors’ fees and received
independent advice from external consultants,
which highlighted that our Non-executive
Directors’ fees had fallen below market peers.
In order to ensure that Tyro remains able to
attract and retain directors of appropriate skill
and experience, the Board resolved to make an
increase in base Non-executive Directors’ fees
that would commence in FY22 of 29.6%, which
along with the fees for our two additional Non-
executive Directors appointed during FY22, the
total fees are still well within the Non-executive
Director fee pool of $1.4 million approved in 2019.
The Chair fees have not changed from the prior
year.
73
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
t
r
o
p
e
R
d
e
t
i
d
u
A
n
o
i
t
a
r
e
n
u
m
e
R
This Report forms part of the Directors’ Report and
sets out the remuneration arrangements of the Group
for the year ended 30 June 2022 and is prepared in
accordance with Section 300A of the Corporations
Act. The information has been audited as required by
Section 308(3C) of the Corporations Act 2001.
The report details the remuneration arrangements for
Tyro’s Key Management Personnel (KMP). KMP are
those persons having authority and responsibility for
planning, directing and controlling the activities of the
Group, directly or indirectly, including all Directors.
References in this report to Executives refers only to
those executives who are KMP, as outlined in section 1
below for FY22.
74
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
REMUNERATION REPORT 2022
1. Who is covered in this Report
2. Remuneration governance
3. Remuneration framework
4. Key remuneration components for Executive KMP
5. Tyro’s FY22 performance and link to remuneration
6. FY22 Executive KMP remuneration outcomes
7. Statutory Executive KMP Remuneration
8. Non-executive Director Remuneration
9. Summary of Options and Rights under issue
10. Summary of Shares held by Non-executive Directors and Executive KMP
11. Other information
76
76
78
86
88
91
93
94
96
101
103
75
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 1. Who is covered in this Report
The Company’s KMP covered in this report are Tyro’s Non-executive Directors, Chief Executive Officer (CEO) |
Managing Director, Chief Financial Officer (CFO) and Chief Risk Officer (CRO).
Details of KMP who are Non-executive Directors, including changes made during the reporting period, are provided
in the table below:
NON-EXECUTIVE DIRECTORS
David Thodey AO
Chair, Non-executive Director
David Fite
Non-executive Director
Claire Hatton
Non-executive Director (commenced as KMP from 5 January 2022)
Aliza Knox
Non-executive Director
Fiona Pak-Poy
Non-executive Director
Paul Rickard
Shefali Roy
Non-executive Director
Non-executive Director (commenced as KMP from 5 January 2022)
FORMER NON-EXECUTIVE DIRECTORS
Hamish Corlett
Non-executive Director (ceased as KMP from 3 November 2021)
Details of KMP who are Executives, including changes made during the reporting period, are provided in the table
below:
EXECUTIVE KMP
Robert (Robbie) Cooke
CEO | Managing Director
Praveenesh (Prav) Pala
Chief Financial Officer
Steven Chapman
Chief Risk Officer
There have been no changes in KMP since the end of the reporting period.
2. Remuneration governance
Tyro’s remuneration governance and framework is overseen by the People Committee (the Committee) as a
formal committee of the Board. The Committee consists of five Non-executive Directors, with one performing the
role of Chair. This Committee provides Tyro with a robust governance framework to ensure remuneration policies,
practices and outcomes are reasonable and consistent with shareholder expectations. The diagram below provides
an overview of this framework.
The Committee considers matters relating to the remuneration of KMP as well as the remuneration policies of the
Group generally. This includes reviewing and recommending to the Board, the remuneration of the Chair and Non-
executive Directors, Executive KMP and other direct reports to the CEO.
The principal responsibilities of the Committee are outlined in the People Committee Charter, available on the
corporate governance page of the Group’s website: https://investors.tyro.com/investor-centre/?page=corporate-
governance. Under the Committee Charter, the majority of Committee members must be independent non-
executive directors and the Chair of the Committee must be an independent non-executive director. Currently, all
members of the Committee (including the Chair of the Committee) are independent non-executive directors.
Details of members of the Committee and their background are included in the Directors’ Report on pages 57 to
67. The following diagram represents the Group’s remuneration decision-making structure.
76
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT BOARD
• Review and approve Tyro’s remuneration policy and framework.
• Review and approve remuneration outcomes for Senior
Executives, and other employees as required by the law and
exercise discretion to targets and the award of incentives
• Review Non-executive Director fee pool and make
recommendations for Non-executive Director fees.
PEOPLE COMMITTEE
The Committee assists the Board with remuneration matters by providing
objective oversight and making recommendations to the Board in relation to:
• Tyro’s remuneration policy and framework;
• the remuneration of the CEO | Managing Director, other senior executives and
others as required by the law; and
• the process for allocating any pool of Directors fees approved by shareholders
SHAREHOLDERS
Feedback received
through shareholder
votes on the
Remuneration Report at
the AGM and consultation
with key stakeholders
MANAGEMENT TEAM
• Present proposals
on remuneration
outcomes
Implementing
remuneration policies
•
REMUNERATION
CONSULTANTS
External and independent
remuneration advice and
information
2.1 Use of remuneration advisors
The People Committee engages independent remuneration advisors on an as needs basis to provide information
regarding market dynamics, trends and regulatory developments, specifically those impacting financial services
companies. The People Committee and the Board consider this information along with other market insights to
determine what would be the most appropriate recommendations to make for Tyro regarding remuneration.
In FY22, KPMG was engaged to provide benchmarking data for Non-executive Directors, Executive KMP and
the executive leadership team (XLT) for the purposes of informing the People Committee of the current market
positioning of Non-executive Directors, KMP and the XLT against Tyro’s benchmarking peers. KPMG was paid
$64,900 for the benchmarking review and the review of the existing remuneration framework’s compliance with
Banking Executive Accountability Regime (BEAR).
Godfrey Remuneration Group was also engaged in FY22 relating to services for providing remuneration data for
Executives. Godfrey Remuneration Group was paid $16,500 for these services.
The Board is satisfied that no remuneration recommendations (as defined in the Corporations Act 2001) were
provided by KPMG, Godfrey Remuneration Group or any other external remuneration advisors during FY22.
2.2 Remuneration Report approval at 2021 Annual General Meeting (AGM)
The Company received a vote of 90% in favour of the adoption of the 2021 remuneration report at the 2021 AGM
(85% vote in favour at the 2020 AGM).
77
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
3. Remuneration framework
3.1 Approach to remuneration
Our approach to remuneration is summarised in the following table with a detailed analysis of each component of
Tyro’s Remuneration Framework provided in Sections 3.2 to 3.5 of this Report.
TYRO’S PURPOSE -
SETTING BUSINESSES FREE TO GET ON WITH BUSINESS BY
SIMPLIFYING PAYMENTS AND COMMERCE
Strategy
Grow merchant
share in existing
core verticals
Enter new core
verticals
Drive expansion
into eCommerce
+ other payment
types
Cross-sell and
drive growth
in lending and
other value-
adding services
Remuneration Principles
Tyro Connect
M&A and
other strategic
partnerships
Align reward with strategic
objectives.
Our remuneration framework aligns both the short-term and long-term rewards
of employees and Executives with Tyro’s strategic goals and core values and
linking variable pay outcomes to both Group and individual performance.
Attract, motivate and retain a
highly skilled team.
Our most important competitive advantage is our people and our values-driven
approach to ‘wowing’ the customer. To attract and retain our talented team,
we target remuneration at levels that ensure we can access the limited and
competitive talent pool to drive our business forward.
Our approach to remuneration also motivates team members to drive overall
customer satisfaction and perform well in all market conditions and economic
cycles.
Incentivise and reward high
performance that delivers
sustainable long-term value
creation and reflects the
interests of our shareholders
as the owners of our business.
We aim to generate strong alignment between our Team and Executive’s reward
and shareholder outcomes through the structure of our short-term incentive plan
and long-term incentive plan.
It is critical that our Team and Executives have an ownership mindset that
enhances Tyro’s long-term value, rather than focusing on short-term gains.
Be transparent, easy to
understand.
Be transparent, easy to understand and deliver remuneration outcomes that
meet team member and external stakeholder expectations.
Promoting gender pay
equality.
We are committed to equal pay for equal work and have recently introduced
policies to review our gender pay equality on an annual basis.
Each year we also complete the Workplace Gender Equality Agency gender
equality program reporting. The findings from this annual report help us tailor our
approach to ensure we’re achieving pay parity.
78
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Remuneration Overview
COMPONENT
ALIGNMENT TO PERFORMANCE
ALIGNMENT TO STRATEGY
Fixed Annual Remuneration
(FAR)
Consisting of:
• Base salary
• Superannuation
• Set at a market competitive level in
relation to the scope, complexity,
capabilities and individual
performance in the role.
• Targeted at the 50th to 75th percentile
of relevant external peer group.
• Provides recognition for day-to-day,
operational activities in the role.
• Set to attract, retain and engage the
best people to design and lead the
delivery of our strategy.
• Annual pay reviews occur in December
each year with remuneration changes
effective from 1 January.
Short-Term Incentive Plan
(STI)
At risk component set as a
percentage of FAR granted
in a mix of cash and service
rights to all employees
Long-Term Incentive Plan
(LTI)
At risk component set as
a percentage of FAR and
granted in the form of
performance rights annually
to participating executives
Performance assessed against:
• Financial measures (target 50%).
• Customer metrics (target 40%).
•
Individual KPI achievement (target
10%).
• Linked to Tyro’s key strategic priorities.
• The 25% of the award that is deferred
into equity supports Executives’
alignment with shareholder interests,
as well as Executive retention.
• Performance assessed against
• Targeting profitability and shareholder
financial measures (target 100%)
• 50% of the LTI award is subject to the
satisfaction of an EBITDA hurdle with
the vesting percentage determined by
reference to Tyro’s statutory EBITDA
(before share-based payments) 3-year
CAGR to FY25.
• 50% of each participant’s total
LTI entitlement will be subject
to satisfaction of a relative TSR
hurdle with the vesting percentage
determined by reference to Tyro’s
relative TSR ranking relative to the TSR
for the XTX index.
wealth creation through EBITDA
growth and outperformance of TSR.
• The three-year vesting period
encourages consideration of long-
term decision making and value
creation, as well as operating as a
retention tool.
• With a significant portion of potential
remuneration based on equity, the
Board provides alignment between
the interests of Executives with
shareholders.
3.2 Remuneration benchmarking and review
In order to meet our commitment of ensuring remuneration is market-competitive together with attracting world
class talent, we adopt a benchmarking approach to setting remuneration levels for our Non-executive Directors,
Executive KMP and Executive Leadership Team.
As a technology company with a banking licence, we do not have any direct ASX-listed peers of a similar size.
As such, we use two comparator groups. The first comparator group is based on the market capitalisation of ASX
listed companies with ASX rankings within a range of 20 above and 20 below (40 companies in total) that of Tyro at
the time of benchmarking (excluding REITs and secondary ASX listings).
The second comparator group, used to validate the primary market capitalisation peer group, was based on
financial services companies in the ASX300, and companies in the ASX 300 Diversified Financials Index, excluding
those that are above a market capitalisation of $5.0 billion and below that of $0.5 billion (excluding REITs, insurance
companies, income trusts and secondary ASX listings). This group consists of 31 companies against which our
remuneration is benchmarked.
We will take into account the fall in our market capitalisation over the past 6 months as part of the benchmarking
review we undertake in FY23 acknowledging that many of the companies against whom we benchmark have
experienced similar falls in market capitalisation.
79
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 3.3 Design of FY22 STI Plan
The FY22 STI Plan is designed to reward for the achievement of annual goals set in line with Tyro’s strategy and
reflecting key growth drivers to deliver returns for shareholders. The Plan provides the STI framework for the CEO,
Executive KMP and XLT members and employees of the Group.
There were two changes to the FY22 STI design with the performance measures changing relating to the
amendment of the weighting of the financial measure from 60% to 50% and the increase of the customer
satisfactions measure increasing in weighting from 10% to 20%. A second change was made for all employees
other than Executive KMP and XLT to allow for 33% of the award to be paid in cash with the remaining 67% issued
as service rights that vest equally monthly over a 12-month period from the grant date.
The number of employees who will participate in the STI for FY22 is 571 (FY21: 406).
In terms of the Executive KMP and XLT, the CEO has a target STI potential of 50% of FAR. Excluding the CEO, a
target STI potential of between 35% to 50% of Executive KMP FAR is available as an STI. All other XLT and other
qualifying employees are allocated a potential target incentive amount of between 15% and 55% of FAR.
The STI award for Executive KMP and the XLT is delivered 75% in cash and 25% in equity (Service Rights) that
vest in 4-years with no performance hurdle but subject to malus and clawback provisions and irrespective of
continuous service. For all other employees, the STI award is delivered 33% cash and 67% in equity (Service Rights)
vesting in equal tranches over a 12-month period with no holding lock post vesting of each tranche irrespective of
continuous service.
An analysis of how the FY22 STI is calculated, specifically how the financial incentive pool is created, and the
measures and weighting applied to financial performance outcomes and customer performance outcomes is set
out below.
3.3.1 Financial performance targets for FY22 – 50% of target STI:
FINANCIAL
PERFORMANCE
MEASURES
Normalised
gross profit
growth
WEIGHTING
AT TARGET
WEIGHTING
AT MAXIMUM TARGET
50%
100%
$156.4 million
normalised gross
profit for FY22
RATIONALE FOR METRIC
• Key indicator of financial
performance.
• Ensures continued focus on growth.
• Balances growth in transaction value
with generating new business at
profitable margins.
CALCULATION OF FINANCIAL INCENTIVE POOL
GROSS PROFIT
MEASURE
x
COST CONTROL
MEASURE
=
FINANCIAL
PERFORMANCE POOL
I
T
S
N
A
G
A
H
T
W
O
R
G
T
F
O
R
P
S
S
O
R
G
I
.
I
I
N
O
L
L
M
7
9
1
1
$
F
O
T
F
O
R
P
S
S
O
R
G
1
2
Y
F
I
Gross profit more than $171.1 million
- Pool formed of 6.4% of FY22 gross
profit capped.
Gross profit of between $157.4 million to
$169.9 million - Pool formed of between
3.6% to 6.2% of FY22 gross profit.
On Target gross profit - $156.4 million
- Pool formed of 3.4% of FY22 gross
profit.
Gross profit of between $142.5 million to
$155.1 million - Pool formed of between
0.7% to 3.2% of FY22 gross profit.
Gross profit less than $141.4 million - No
financial incentive pool formed.
Margin
adjustment factor
(either upwards or
downwards) – operating
expense control
Financial
Performance
Incentive Pool
Created
80
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
3.3.2 Customer Performance Targets for FY22 - 40% of target STI:
CUSTOMER
PERFORMANCE
MEASURES
Transaction
value churn
Merchant
number churn
Customer
satisfaction
Customer
satisfaction
WEIGHTING
AT TARGET
WEIGHTING
AT MAXIMUM TARGET
RATIONALE FOR METRIC
5%
10%
8% or less churn
• Key indicator of merchant retention
focussing on retention of large merchants.
• Aligns to all our Group values.
5%
10%
10% or less churn
• Key indicator of merchant retention
focussing on retention of all merchants.
• Aligns to all our Group values.
10%
20%
NPS of 43 or
greater
• Key indicator of merchant satisfaction.
• Aligns to all our Group values.
10%
20%
30% or more of
merchants signing
on for two or more
Tyro products
Average of 1,300
new merchant
applications per
month for FY22
• Growth in value adding products.
• Aligns to ‘Wow(ing) the Customer’ value.
• Key indicator of winning new business.
• Aligns to ‘Stay Hungry’ value.
Merchant
applications
10%
20%
3.3.3
Individual Key Performance Indicators for FY22 - 10% of target STI:
Individual KPIs are set at the start of each financial year for each team member and focus on providing a
measure of individual performance together with placing emphasis on the achievement of individual goals,
the development of team members skills and expertise and challenging team members to achieve at their
highest level.
These KPIs are reviewed annually and form the basis of the evaluation of an individual’s achievement against
the 10% target. For FY22, the average achievement for all employees came out at 75%.
3.3.4 Use of discretion:
Grant of an STI is at the discretion of the Board and is assessed following the conclusion of the relevant
financial year. Whether an STI is granted will depend on satisfaction of various criteria, including individual
performance against key performance indicators, customer performance outcomes and financial performance
outcomes, as determined by the Board.
The Board retains the full discretion in relation to revising STI targets where material changes have occurred
during the year. Furthermore, all equity granted in relation to STI awards to Executive KMP and XLT are
subject to malus and clawback provisions and the Board has the discretion to adjust, lapse/forfeit, or require
repayment of an award under the terms of the Group’s malus and clawback policy.
81
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 3.3.5 The key terms of the Service Rights relating to the FY22 STI are set out below:
TERMS
Administration
Eligibility
Grant date
Expiry
Vesting dates
Exercise
Rights
DESCRIPTION
The plan is administered by the Board (or the Board’s delegate).
Full-time and part-time employees of the Company are eligible to receive
awards under the STI Plan. The Board will select eligible employees to
whom awards are to be granted from time to time.
The date specified as the grant date in each participant’s offer document.
Service rights issued under the plan will lapse 10 years after the date on
which the relevant right vests.
For Executive KMP and the XLT, vesting takes place 4 years (irrespective of
continuous service) after grant with no performance hurdle and no holding
lock post vesting.
For all other employees vesting takes place in equal tranches over a
12-month period (irrespective of continuous service) with no holding lock
post vesting.
Following satisfaction of the vesting condition on each vesting date, the
relevant number of Service Rights may be exercised at nil consideration.
Each service right granted entitles the holder to one share on exercise.
Shares resulting from an exercise of service rights rank equally with other
shares, and shareholders are entitled to the same dividend and voting
rights specified in our constitution.
Holding lock period
None.
Clawback provisions
Amendments
Other terms
Incentives may be clawed back where there has been a material
misrepresentation of the financial outcomes on which the payment had
been assessed and/or the participant’s actions have been found to be
fraudulent, dishonest or in breach of the Group’s Code of Conduct (e.g.
misconduct).
The Board may amend the terms of the plan without consent of the
participants if the amendment does not reduce the rights of the
participants.
The rules of the plan include other terms relating to the administration,
transfer, termination and variation of the plan.
82
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 3.4 Design of FY22 LTI Plan
The FY22 LTI is designed to reward participants for their contributions towards achieving the Group’s strategic
priorities orientated around delivering long term sustainable shareholder value creation.
The FY22 LTI Plan is open to the CEO, Executive KMP, Executive Leadership Team (XLT) and other nominated
employees of Tyro and has been fulfilled via an issuance of performance rights. For FY22, there were 77
participants invited to participate in the plan (FY21: 43 participants).
There were no changes to the design of the plan in FY22, however the performance measures in place were
amended from FY21 to focus on long-term shareholder wealth creation centred on an EBITDA profitability measure
rather than gross profit and revenue measures as used in prior years as Tyro moves to profitability.
3.4.1 Determination of the number of rights awarded under the LTI plan:
The number of performance rights to be issued to each participant will be determined by reference to:
• the volume weighted average price (VWAP) of Tyro shares traded in the 10 trading days commencing on the
day following the announcement of Tyro’s FY21 full year result; and
• each participant’s prescribed LTI entitlement that falls within the participant’s Total Remuneration Opportunity
(TRO) as approved under the remuneration framework. For FY22, the maximum LTI potential is 64.5% of the
CEOs Fixed Annual Remuneration (FAR), between 40% and 50% for the Executive KMP and a maximum LTI
potential of between 15% to 40% for the XLT. Any other nominated employees have been allocated a maximum
LTI potential of between 7.5% to 20% of their FAR in FY22.
In FY22, the number of performance rights that will qualify for exercise will depend on the vesting percentage
determined by reference to Tyro’s FY24 statutory EBITDA (which excludes share-based payment expenses).
TARGET FY22 LTI
(% OF PARTICIPANT FAR)
÷
VWAP OF TYRO SHARES
10-DAYS COMMENCING ON
27 AUGUST 2021
=
NUMBER OF
PERFORMANCE
RIGHTS ALLOCATED
3.4.2 Performance hurdle applicable to FY22 LTI plan
The number of performance rights that will qualify for exercise will depend on the vesting percentage determined
by reference to Tyro’s FY24 statutory EBITDA (which excludes share-based payment expenses) as specified below.
STATUTORY EBITDA OUTCOME
VESTING PERCENTAGE
Below $49.0 million
$49.0 million
$54.5 million
$59.9 million
$65.4 million and over
0%
70%
80%
90%
100%
In addition to the performance hurdle, employees who participate in the FY22 LTI must remain employed by Tyro
at the vesting date in order for the Performance Rights to vest.
83
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 3.4.3 The key terms of the Performance Rights relating to the FY22 LTI plan are set
out below:
TERMS
DESCRIPTION
Administration
The plan is administered by the Board (or the Board’s delegate).
Eligibility
Eligible participants are Directors, Executive KMP, the XLT as well as other nominated
employees of the Group.
Grant date
The date specified as the grant date in each participant’s offer document.
Exercise price
Nil
Vesting dates
Subject to satisfying the Performance Hurdle, the Performance Rights vest in one
tranche 3 years following the Effective Date.
Vesting condition
The holder of the rights must be employed by Tyro on the date of vesting and the
number of Performance Rights that qualify for exercise will depend on satisfaction of
the performance hurdles set out above.
Exercise
Rights
Once a FY22 LTI Performance Right has vested and subject to the Plan Rules,
participants will be allocated with that number of fully paid Tyro Shares that corresponds
to the relevant ‘Vesting Percentage’ multiplied by the number of FY22 LTI Performance
Rights granted to participants.
Each Performance Right granted entitles the holder to one share on exercise. Shares
resulting from an exercise of Performance Rights rank equally with other shares, and
shareholders are entitled to the same dividend and voting rights specified in our
constitution.
Holding lock period
Any Vested Shares issued to participants following the vesting of the FY22 Performance
Rights, will remain subject to a 12-month holding lock, commencing on the date that the
Vested Shares are issued.
During the Holding Lock Period, the Vested Shares cannot be transferred, sold,
encumbered or otherwise dealt with.
Clawback provisions
The Performance Rights to be subject to forfeiture prior to vesting and thereafter any
shares issued will be subject to claw back for up to a further 2-year period following
the expiry of the ‘holding lock (i.e. awards can be forfeited up to 6 years from the Grant
Date).
Amendments
Other terms
The Board may amend the terms of the plan without consent of the participants if the
amendment does not reduce the rights of the participants.
The rules of the plan include other terms relating to the administration, transfer,
termination and variation of the plan.
84
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 3.5 Design of FY23 LTI Plan
Following engagement with stakeholders on the FY22 LTI Plan, the Board has refined the FY23 LTI Plan by
amending the financial performance hurdles applicable to vesting for the plan. 50% of the plan award will now vest
based on the achievement of a statutory EBITDA performance hurdle in FY25 while a new performance hurdle
representing the remaining 50% of the plan award has been added based on the achievement of a TSR ranking
relative to the XTX index at 30 June 2025. This change has been made to better align our LTI Plan with shareholder
wealth creation of the medium to long term.
The number of Performance Rights that qualify for exercise will depend on satisfaction of the following
performance hurdles:
EBITDA hurdle (50% of the Award)
50% of a participant’s total LTI entitlement will be subject to satisfaction of an EBITDA hurdle with the vesting
percentage determined by reference to Tyro’s statutory EBITDA (before share-based payments) 3-year CAGR to
FY25 as specified below:
STATUTORY EBITDA (BEFORE SHARE-BASED PAYMENTS) 3-YEAR CAGR TO FY25
PERCENTAGE OF AWARDS VESTING
Below 20%
At 20%
Above 20% and below 60%
At or above 60%
0%
50%
Pro-rata (50% to 99%)
100%
Total Shareholder Return (TSR) (50% of the Award)
50% of each participant’s total LTI entitlement will be subject to satisfaction of a relative TSR hurdle with the
vesting percentage determined by reference to Tyro’s relative TSR ranking relative to the TSR for the XTX index at
30 June 2025 as specified below:
TSR PERCENTILE RANKING
Below 50th Percentile
At 50th Percentile
PERCENTAGE OF AWARDS VESTING
0%
50%
Above 50th and below 75th Percentile
Pro-rata (50% to 99%)
At or above 75th Percentile
100%
85
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 4. Key remuneration components for Executive KMP
The charts below show the remuneration mix and total remuneration opportunity (TRO) for Executive KMP at
target opportunity for FY22 and at maximum opportunity for FY22, comprising FAR, STI cash, STI deferred and LTI
granted.
CEO | Managing Director
CFO
CRO
t
e
g
r
a
T
m
u
m
i
x
a
M
30%
23%
47%
25%
38%
37%
25%
25%
23%
33%
23%
50%
20%
57%
21%
44%
26%
53%
Fixed Annual Remuneration
STI
LTI
EXECUTIVE KMP
FAR
STI AT
TARGET
LTI AT
TARGET
TRO AT
TARGET
STI AT
MAXIMUM
LTI AT
MAXIMUM
TOTAL AT
MAXIMUM
FAR
Robbie Cooke
$990,000 $495,000 $638,500 $2,123,500 $990,000 $960,000 $638,500 $2,588,500
Prav Pala
$610,000 $305,000 $305,000 $1,220,000 $610,000 $457,500 $305,000 $1,372,500
Steve Chapman $380,000 $133,000 $152,000
$665,000 $380,000 $190,000 $152,000
$722,000
Variable remuneration (comprising STI and LTI at target amounts) accounts for the majority of the total
remuneration mix for the CEO | Managing Director and CFO. The actual remuneration mix will vary based on Tyro’s
performance and individual performance each year.
86
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 4.1 Executive KMP remuneration time horizon
Fixed Remuneration
STI – cash
STI – deferred service rights
LTI – performance rights
YEAR 1
YEAR 2
YEAR 3
YEAR 4
YEAR 5
YEAR 6
Date granted
Vesting date
End of holding lock period
4.2 Changes to Executive KMP remuneration for FY22
Robbie Cooke did not receive an increase to his FAR for FY22 and no changes were made to his STI or LTI
arrangements. The remuneration arrangements for Robbie Cooke’s successor as CEO will be disclosed to the
market as part of the announcement on the appointment of the CEO.
The CFO’s FAR increased to $610,000 in FY22 (FY21: $520,000). His STI and LTI allocations as a proportion of FAR
did not change. Our CRO was granted a 5.6% increase to his FAR for FY22 to $380,000 (FY21: $360,000) with no
change to his STI and LTI allocations.
4.3 Contracts of employment
The employment conditions of the KMP (excluding Non-executive Directors) are provided in the table below. All
KMP are employed under contracts of no fixed duration.
EXECUTIVE KMP
CONTRACT TERM
NOTICE PERIOD TERMINATION PAYMENT
Robbie Cooke
No fixed duration
6 months
Prav Pala
No fixed duration
9 months
Steve Chapman
No fixed duration
6 months
Combination of notice and payment in lieu, totalling
no less than 6 months.
Combination of notice and payment in lieu, totalling
no less than 9 months.
Combination of notice and payment in lieu, totalling
no less than 6 months.
In the event of serious misconduct, Tyro may terminate employment at any time without notice or a termination
payment being made. Any options or rights not vested before the date of termination will lapse.
Robbie Cooke is subject to a post-employment restraint period of 12 months, Prav Pala is subject to a post-
employment restraint period of 9 months, and Steven Chapman is subject to a post-employment restraint period
of 6 months subject to all usual legal requirements.
87
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 5. Tyro’s FY22 performance and link to remuneration
One of the key principles of Tyro’s remuneration framework is to align Executive KMP, the XLT and employee
remuneration outcomes with financial and customer performance. This section provides a summary of Tyro’s
performance outcomes for FY22 and the link to remuneration.
5.1
Financial performance outcomes
FINANCIAL MEASURE
FY18
FY19
FY20
FY21
5-YEAR
CAGR
FY22
Transaction value
$13.4 billion
$17.5 billion
$20.1 billion
$25.5 billion
$34.2 billion 26.4%
Gross profit (normalised)
$69.1 million
$83.3 million
$93.5 million
$119.7 million $148.5 million
21.5%
EBITDA (normalised1)
($9.8 million)
($8.6 million)
($4.4 million)
$14.2 million
$10.7 million
N/M
EBITDA (statutory1)
($9.8 million)
($8.6 million)
($4.4 million)
($3.1 million)
$14.4 million
N/M
Free cash flow2
($12.4 million)
($13.8 million)
($24.0 million)
($3.3 million)
($7.3 million)
N/M
1.
Tyro uses EBITDA as a non-IFRS measure of business performance, which excludes the non-cash impact of share-based payments
expense, share of losses from associates, expenses associated with the terminal connectivity issue and the IPO and other significant one-
off costs. Refer to the page 14 of the FY22 Investor Presentation for a reconciliation of statutory to normalised results.
2. Free cash flow is calculated before changes in banking funds and timing differences relating to net scheme receivables. It is calculated as
EBITDA before share-based payments adjusted for non-cash items in Tyro’s working capital movements, statutory adjustments (including
rent payments) and capital expenditure including internally generated intangibles. Terminal capital expenditure includes both new and
replacement terminals.
Financial performance outcomes linked to FY22 STI - Financial component representing 50% of total STI:
The actual result for FY22 was the achievement of 28.9% gross profit growth from FY21 (excluding JobKeeper
benefits received in FY21) and an operating margin adjustment factor of 0.99 resulting in 50.4% of the target
being achieved. The margin adjustment factor relates to the decreased operating margin of 92% achieved in FY22
compared to 90% in FY21 (before lending and non-lending losses and the JobKeeper benefit received in FY21).
FY22
$’000
FY21
$’000
GROWTH
Gross profit (normalised)
148,503
119,734
24.0%
Less: JobKeeper benefit
-
(4.484)
-
Adjusted gross profit for
STI calculation
148,503
115,250
28.9%
Operating Expenses
(normalised)
(137,836)
(105,568)
30.6%
Operating margin
adjustment factor
0.99x
1.18x
STI financial component
outcome
50.4%
117.0%
COMMENTARY
Gross profit growth was driven by a 34.2%
increase in transaction value and a 10% increase
in merchant count.
The JobKeeper benefits for FY21 have been
excluded from gross profit for FY21 as this was
excluded from the STI calculation for FY21. No
benefit was received in FY22.
28.9% growth achieved resulting in 51% of
financial STI component at target becoming
available.
The increase in operating expenses reflects
higher headcount and wage inflation together
with higher administration costs.
Normalised operating leverage for FY22
amounted to 92.8% compared to operating
leverage for FY21 (before JobKeeper) of 91.6%
88
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 5.2 Customer performance outcomes
CUSTOMER MEASURE
Transaction value churn (%)
FY18
-
FY19
9.3%
FY20
8.0%
FY21
8.7%
FY22
9.2%
Merchant count churn (%)
13.0%
11.7%
11.7%
11.3%
10.5%
Net Promoter Score (#)
Merchants accepting two or
more Tyro products (#)
-
-
37
-
43
-
21
15%
34
14%
Merchant applications (#)
8,041
10,218
10,547
11,813
14,777
Customer performance outcomes linked to FY22 STI - Customer component metrics representing 40% of total
STI:
FY22
TARGET
FY22
ACHIEVEMENT
BELOW
THRESH-
OLD
THRESH-
OLD
TARGET
MAXI-
MUM
STI OUTCOME
Transaction value churn (%)
8.0%
9.2%
Merchant count churn (%)
10.0%
10.5%
Net Promoter Score (#)
NPS of 43
NPS of 34
Merchants accepting two
or more Tyro products
Merchant applications (#)
30%
14%
Ave. of 1,300
p/m
Ave. of 1,231
p/m
% OF
MAX
% OF
TAR-
GET
74% 40%
74% 40%
0% 0%
0% 0%
65% 35%
5.3 CEO | Managing Director Key Performance Indicators
Under the FY22 STI Plan, Executive KMP and the XLT are required to individually achieve against a balanced
scorecard that comprises a mixture of financial and non-financial key performance indicators (KPIs). These KPIs
represent 10% of the total STI. The Board performed an assessment of Robbie Cooke’s individual KPIs for FY22
with the results of his assessment reflected in his total FY22 STI outcome.
89
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 90
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 6. FY22 Executive KMP remuneration outcomes
FY22 STI outcomes
6.1
The following table provides the FY22 STI outcomes awarded to Executive KMP. Under the FY22 STI plan 75% of
the award is made in non-restricted cash and 25% of the awarded STI is provided in equity in the form of Service
Rights, with vesting occurring 4-years from grant.
EXECUTIVE KMP
ACTUAL STI
AWARDED
$
CASH
$
DEFERRED –
TO BE ISSUED
AS SERVICE
RIGHTS
STI AT TARGET
STI ACHIEVED
AS A % OF
TARGET
STI ACHIEVED
AS A % OF MAX-
IMUM
$
$
Robbie Cooke
236,860
177,645
59,215
495,000
Prav Pala
164,244
123,183
41,061
305,000
Steve Chapman
70,291
52,718
17,573
133,000
%
48%
54%
53%
%
25%
36%
37%
FY22 LTI outcomes
6.2
The following table provides the FY22 LTI outcomes awarded to Executive KMP. Under the FY22 LTI plan,
Performance Rights are granted in the year with vesting to take place 3-years from grant subject to performance
conditions being met.
EXECUTIVE KMP
Robbie Cooke
Prav Pala
Steve Chapman
NUMBER OF PER-
FORMANCE RIGHTS
GRANTED
FAIR VALUE OF PER-
FORMANCE RIGHTS
GRANTED
FAIR VALUE AT
GRANT DATE
164,575
$638,500
75,387
29,657
$290,000
$108,000
$3.86
$3.86
$3.86
GRANT DATE
1 Mar 2022
1 Mar 2022
1 Mar 2022
AS A % OF TOTAL
REMUNERATION1
N/A
35.2%
23.9%
1
Based on total statutory remuneration as reported on page 93.
91
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Legacy LTI Plan outcomes
6.3
Since the Group’s adoption of performance based long term incentives in 2019, there have been five awards made
under the LTI Plan to Executive KMP and other nominated employees, with two awards tested. The table below
sets out the details of performance rights issued over the last five financial years and the outcome of testing of
those awards if testing dates have been reached.
DETAILS
FY19 AWARD
FY20 AWARD
FY21 AWARD
FY22 AWARD
LTI AWARD
MEDIPASS AWARD
Instrument
Options
Options
Rights
Rights
Rights
Grant date
1 May 2019
1 Oct 2019
1 Feb 2021
1 Jul 2021
1 Mar 2022
Test date
1 May 2022
1 Oct 2021
1 Sep 2023
30 Jun 2026
1 Sep 2024
Vesting date
Vesting hurdle(s)
Test result
1
2
4
5
1 Sep 2023
30 Jun 2026
1 Sep 2024
6
7
8
Performance
hurdles not met3
Performance
hurdles not met3
Not due for
testing
Not due for
testing
Not due for
testing
1 FY19 LTI options vest in equal tranches of 25%, commencing on 1 May 2021.
2 Options granted in respect of FY19 must satisfy two performance hurdles to qualify for exercise:
•
•
25% compound gross revenue growth from 1 July 2018 to end of financial year of testing; and
a positive Net Profit result (before tax and share-based expenses) for financial year of testing.
3
If a tranche does not satisfy both performance criteria on the relevant testing date, the tranche will be retested at the next testing date (if
any).
4 FY20 LTI options vest in equal tranches of 25%, commencing on 1 October 2021.
5 Options granted in respect of FY20 must satisfy two performance hurdles to qualify for exercise:
•
•
20% compound gross revenue growth from 1 July 2019 to end of financial year of testing; and
a positive Net Profit result (before tax and share-based expenses) for financial year of testing.
6
7
The FY21 performance rights will vest subject to passing a ‘Gateway’ and then satisfying a prescribed ‘Performance Hurdle’, and will vest
in one tranche 3 years following the effective date of the plan. The ‘Gateway’ that must be passed prior to testing the performance hurdle
is defined as Tyro reporting a positive EBITDA (before share-based payments) result for the financial year immediately preceding the
vesting date, namely FY23. If the ‘Gateway’ is passed, the number of performance rights that qualify for exercise will depend on the vesting
percentage determined by reference Tyro’s compound gross profit growth rate during the vesting period (Performance Hurdle).
The number of Medipass Performance Rights that will vest will be determined by reference to the EBITDA (as set out in Tyro’s audited
financial statements) for the combined Medipass and Tyro Health businesses in respect of the financial year ended 30 June 2026.
8 Refer to page 83 for a summary of the FY22 LTI vesting performance hurdles.
The FY19 performance options were tested on 1 May 2022 as part of testing for the second vesting date. The
compound gross revenue for the period 1 July 2018 to 30 June 2021 was 12.8% and a net loss before tax and share-
based payments of $20.4 million was recorded resulting in the performance hurdles not being achieved. The FY19
options will be retested on 1 May 2023.
The FY20 performance options were tested on 1 October 2021 as part of testing for the first vesting date. The
compound gross revenue for the period 1 July 2019 to 30 June 2021 was 13.2% and a net loss before tax and share-
based payments of $20.4 million was recorded resulting is the performance hurdles not being achieved. The FY20
options will be retested on 1 Oct 2022.
92
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 7. Statutory Executive KMP Remuneration
The following table provides the statutory remuneration outcomes for Executive KMP for FY22 and FY21 and is
prepared in accordance with Australian Accounting Standards. The statutory remuneration outcomes disclosed
in this table differs from the Executive KMPs’ FY22 Total Remuneration Opportunity (TRO) and the elements of
the remuneration framework outlined in Section 4 of this Report. Differences arise mainly due to the accounting
treatment of long-term benefits (which include annual leave and long service leave) and share-based payments
(performance rights, LEPRs, remuneration sacrifice rights and option plans). Disclosures include an accounting
value for current year rights and all unvested option plan awards.
The Accounting Standards require remuneration in the form of equity awards to be expensed (and therefore
included as remuneration) over the performance period of the option plan even though an Executive KMP may not
realise any benefit from that award.
CASH
SALARY
$
SUPER
ANNUATION
$
NAME
NON-
MONETARY
BENEFITS
$
CASH STI
AWARD
$
LONG
SERVICE
LEAVE
$
OPTIONS9
$
RIGHTS2
$
TOTAL
$
PERFOR-
MANCE
BASED
EQUITY
COMPO-
NENT
$
EXECUTIVE KMP
Robbie Cooke
FY22
970,954
23,568
-
177,645
FY21
906,290
21,694
34,6933
332,161
-
-
(760,912)1
(172,588)1,4
238,667
N/A
497,512
379,865
2,172,215
55.7%
Prav Pala
FY22
573,932
23,568
FY21
453,525
21,694
Steve Chapman6
FY22
360,000
23,568
FY21
28,615
1,808
Angela Green8
FY22
-
-
FY21
389,4248
21,694
Total
FY22
1,904,886
70,704
-
-
-
-
-
-
-
123,183
55,450
5,422
132,6775
914,232
15.1%
175,443
39,916
146,738
246,983
1,084,299
52.5%
52,718
38,237
-
-
-
-
-
-
(1,420)
42,9797
477,845
8.7%
35,971
38,935
143,566
n/a
-
-
-
-
2,768
76,184
490,070
16.1%
353,546
55,450
(756,910)
3,068
1,630,744
FY21
1,777,854
66,890
34,693
545,841
39,916
682,989
741,967
3,890,150
1 Under accounting rules, any unvested share-based instruments of the CEO | Managing Director are deemed forfeited as a result of
resignation. Changes to this treatment, if any, will be reflected in next year’s Remuneration Report.
2 Rights relate to the Remuneration Sacrifice Rights Plan, the LEPR Plan and the Service Rights awarded in FY21 and FY22 under the STI Plan.
These rights are classified as long term due to the terms of each respective Plan.
3 Non-monetary benefits for Robbie Cooke in FY21 relate to an allowance claimable to a maximum of $50,000 annually for reimbursement of
personal travel expenses.
4
5
Included in the FY22 cost of Rights awarded to Robbie Cooke, is an amount of $59,215 relating to the FY22 STI incentive and an amount of
$26,025 relating to the amortised accounting cost of the FY21 STI incentive.
Included in the FY22 cost of Rights awarded to Prav Pala, is an amount of $41,061 relating to the FY22 STI incentive and an amount of
$13,746 relating to the amortised accounting cost of the FY21 STI incentive.
6 Steven Chapman commenced as KMP effective 11 June 2021. Pro rata Fixed Remuneration figures provided from 1 June 2021 to 30 June
2021. The STI, Options and Rights figures represent the full FY21 charges.
7
Included in the FY22 cost of Rights awarded to Steve Chapman, is an amount of $17,573 relating to the FY22 STI incentive and an amount of
$2,996 relating to the amortised accounting cost of the FY21 STI incentive.
8 Angela Green ceased employment with the Company effective 10 June 2021. Included in her cash salary for FY21 is an amount of $22,038
relating to 1 months’ notice payment received.
9
The negative accounting value of options for FY22 relates to management’s judgement that the FY19 LTI Option Plan only has a certain
percentage probability of vesting. As such, a proportion of the prior year share-based payments expense for these options have been
reversed.
93
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 8. Non-executive Director Remuneration
Non-executive Directors receive a base fee, and where applicable, an additional fee in recognition of the higher
workload and extra responsibilities resulting from Board Committee participation. Fees are based on peer market
benchmarks and reviewed annually.
Non-executive Directors do not receive incentive payments, and following Tyro’s listing on the ASX on 6 December
2019, they are no longer entitled to participate in any Tyro employee or Executive equity plans other than the
remuneration sacrifice rights plan. They receive no non-monetary benefits and do not participate in any retirement
benefit scheme, other than statutory superannuation contributions.
Under the ASX Listing Rules, the total amount or value of remuneration paid to Non-executive Directors in any year
may not exceed the amount approved by shareholders at the Company’s general meeting. This amount has been
fixed at $1,400,000 per annum, as approved by shareholders at Tyro’s 2019 annual general meeting.
As at the date of this report, the Non-executive Director base fee agreed to be paid by us is $140,000 effective
from 1 July 2021 (FY21: $108,000) per annum before superannuation contributions. Non-executive Directors are
also paid additional base fees for the following roles:
• Chair of the Board: $70,000 per annum (for total remuneration of $210,000 per annum); and
• Chair of a Board Committee: $20,000 per Committee Chair (for total remuneration of $160,000 per annum), not
payable if the Committee Chair is also the Board Chair.
Other than the Chair of a Board Committee, Non-executive Directors are not paid an additional fee for being a
member of a Board Committee. In addition to the remuneration above, the Company will contribute statutory
superannuation to a complying superannuation fund.
Remuneration is reviewed annually and any increase to it will be at the discretion of the Board but will not exceed
the aggregate amount approved by Shareholders. The table below outlines the statutory remuneration paid to
Non-executive Directors in FY22 in accordance with Australian Accounting Standards.
94
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
Claire Hatton4
FY22
68,889
6,889
CASH FEES
$
SUPERANNUA-
TION
$
OPTIONS5
$
RIGHTS1
$
TOTAL
$
PERFOR-
MANCE BASED
EQUITY COM-
PONENT
%
NAME
NON-EXECUTIVE DIRECTOR
David Thodey
FY22
231,000
FY21
Hamish Corlett2 FY22
David Fite
FY21
FY22
FY21
Aliza Knox3
FY21
FY22
FY21
Fiona Pak-Poy
FY22
FY21
Shefali Roy4
Total
FY21
FY22
FY21
FY22
FY21
-
3.8%
-
3.9%
-
7.7%
-
-
-
-
-
-
-
-
-
-
-
(5,368)
-
225,632
7,691
197,100
204,791
(16,751)
46,663
29,912
4,752
118,260
123,012
140,000
14,000
(4,457)
-
149,543
-
-
9,829
118,260
128,089
-
-
161,273
16,127
23,349
-
-
76,667
68,889
-
-
-
-
9,000
7,283
6,889
-
-
-
-
-
-
-
-
-
75,778
-
177,400
23,349
8,911
159,998
168,909
5.3%
-
118,260
118,260
(7,886)
90,000
181,114
-
-
11,234
78,110
173,294
6.5%
-
-
-
-
75,778
-
-
-
760,051
52,905
(25,551)
296,661
1,084,066
100,016
7,283
33,506
629,990
770,795
Paul Rickard
FY22
90,000
1
Included in rights for FY22 are the fees Non-executive Directors have salary sacrificed and issued as service rights.
2 Hamish Corlett stepped down from the Board on 3 November 2021. Remuneration details are provided for the period 1 July 2021 to 3
November 2021.
3 Aliza Knox was appointed to the Board on 21 April 2021. The FY21 data in the table above reflects the Non-executive Director fees received
from that date. Included in the FY22 fees is the cash amount earned in FY21 and only paid in FY22.
4 Claire Hatton and Shefali Roy were appointed as Non-executive Directors on 5 January 2022. The FY22 data in the table above reflects the
Non-executive Director fees received from that date.
5
The negative accounting value of options for FY22 relates to management’s judgement that the FY19 LTI Option Plan only has a certain
percentage probability of vesting. As such, a proportion of the prior year share-based payments expense for these options have been
reversed.
95
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT
9. Summary of Options and Rights under issue
Rights
9.1
Unissued shares in Tyro held under STI service rights plans, LTI service rights plans, LTI performance rights plans,
the Liquidity Event Performance Rights plan and remuneration sacrifice rights plans at the date of this report are
shown in the table below:
AWARD TYPE
Remuneration sacrifice rights in
respect of FY18 Executive STI Plan
Remuneration sacrifice rights in
respect of FY19 Director Fees
Remuneration sacrifice rights in
respect of FY19 Executive STI Plan
Remuneration sacrifice rights in
respect of FY20 Director Fees
Remuneration sacrifice rights in
respect of FY21 Director Fees
Remuneration sacrifice rights in
respect of FY22 Director Fees
GRANT DATE
18 Apr 2019
EXPIRY
DATE
EXER-
CISE
PRICE
% VEST-
ED
% EXER-
CISED
NUMBER HELD
AS RIGHTS
n/a
n/a
100%
100%
5 Sep 2018
n/a
n/a
100%
100%
16 Oct 2019
n/a
n/a
100%
100%
16 Oct 2019
n/a
n/a
85%
85%
27 Oct 2020
n/a
n/a
100%
0%
231,971
3 Nov 2021
n/a
n/a
100%
0%
76,460
Nil
Nil
Nil
Nil
Liquidity Event Performance Rights
9 May to 6 Aug 2019
FY20 STI service rights
14 Dec 2020
FY21 LTI performance rights
5 Feb 2021
FY21 STI service rights
2 Sep 2021
FY22 LTI performance rights
1 Mar 2022
Medipass service rights
1 Jul 2021
Medipass performance rights
1 Jul 2021
FY22 LTI service rights
1 Feb 2022
1
1
2
1
2
1
2
1
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
100%
80%
800,000
79%
42%
0%
0%
0%
0%
0%
8%
0%
0%
0%
0%
0%
1%
287,985
647,834
802,227
1,041,406
1,008,597
1,008,597
2,959,630
1
2
10 years after relevant vesting date
FY21, FY22 and Medipass LTI performance rights expire immediately after vesting date should the performance hurdles not be met. Should
the performance hurdles be met on vesting date, then shares are issued to plan participants without the requirement to exercise.
96
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Rights held by Non-executive Directors
BALANCE
AT START OF
YEAR
GRANTED
AS
COMPENSA-
TION1
EXERCISED
FORFEITED
BALANCE
AT END OF
YEAR
VESTED AND
EXERCIS-
ABLE
UNVESTED
NAME
NON-EXECUTIVE DIRECTOR
David Thodey
FY22
-
59,367
-
FY21
131,905
-
(131,905)
Hamish Corlett2 FY22
-
47,647
-
David Fite
FY21
FY22
FY21
Claire Hatton
FY22
Aliza Knox
FY21
FY22
FY21
Fiona Pak-Poy
FY22
89,658
-
(89,658)
-
35,620
-
89,658
-
-
-
-
-
-
-
-
-
-
76,857
(89,658)
-
-
-
-
-
FY21
73,692
-
(73,692)
Paul Rickard
FY22
-
46,723
-
Shefali Roy
FY21
FY22
FY21
61,432
-
-
-
-
-
(61,432)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
59,367
59,367
-
-
-
-
47,647
35,620
12,027
-
-
35,620
35,620
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
76,857
35,620
41,237
-
-
-
46,723
23,527
23,196
-
-
-
-
-
-
-
-
-
1
Rights granted as compensation in FY22 relate to director fees sacrificed in FY21 and FY22
2 Hamish Corlett stepped down from the Board on 3 November 2021. Details are provided for the period 1 July 2021 to 3 November 2021.
Rights held by Executive KMP
NAME
EXECUTIVE KMP
BALANCE
AT START OF
YEAR
GRANTED
AS COM-
PENSATION1
EXERCISED
FORFEITED
BALANCE
AT END OF
YEAR
VESTED AND
EXERCIS-
ABLE
UNVESTED
Robbie Cooke
FY22
1,430,476
193,111
(400,000)
FY21
1,200,000
230,476
-
Prav Pala
FY22
244,456
90,459
(190,437)
FY21
333,333
77,790
(166,667)
Steve Chapman1 FY22
19,469
32,942
(3,926)
FY21
Angela Green2
FY22
-
-
22,187
(2,718)
-
-
-
-
-
-
-
-
-
FY21
200,000
62,626
(107,671)
(154,955)
1,223,587
857,728
365,859
1,430,476
826,240
604,236
144,478
-
144,478
244,456
10,805
233,651
48,485
19,469
-
48,485
302
19,167
-
-
-
-
-
-
1
Steve Chapman commenced as KMP effective 11 June 2021. Details of his rights prior to the commencement as KMP are included in this
table.
2 Angela Green ceased employment with the Company effective 10 June 2021. All remaining rights were forfeited from that date.
97
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 9.2 Options
Unissued ordinary shares in Tyro held under option plans at the date of this report are shown in the table below:
AWARD TYPE
GRANT DATE
EXPIRY DATE
Options exercisable between
$0.375 to $1.76 expiring between
17 October 2020 and 22 July 2024
Between
18 Oct 2013 to
19 Dec 2018
Between
17 Oct 2020 to
22 Jul 2024
EXER-
CISE
PRICE
$0.375
to $1.76
% VEST-
ED
% EXER-
CISED
NUMBER HELD
AS OPTIONS
91%
49%
9,264,774
Options exercisable at Nil expiring
between 30 December 2024 and
25 June 2025
31 Dec 2018 to
26 Jun 2019
Between
30 Dec 2024
and 25 Jun 2025
Nil
54%
30%
1,145,376
Options exercisable at Nil expiring
on 31 August 2025
1 Sep 2019
31 Aug 2025
Nil
33%
21%
683,623
Options exercisable at $1.50
expiring on 30 April 2026
1 May and
6 Aug 2019
30 Apr 2026
$1.50
0%
0%
4,895,120
Options exercisable at $1.79
expiring on 30 September 2026
1 Oct 2019
30 Sep 2026
$1.79
0%
0%
5,584,832
98
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT Options held by Non-executive Directors
NAME
NON-EXECUTIVE DIRECTOR
BALANCE
AT START OF
YEAR
GRANTED
AS COM-
PENSATION EXERCISED
FORFEITED
BALANCE
AT END OF
YEAR
VESTED AND
EXERCIS-
ABLE
UNVESTED
David Thodey
FY22
82,286
FY21
82,286
Hamish Corlett1 FY22
68,000
FY21
68,000
David Fite
FY22
158,144
FY21
2,919,318
Claire Hatton
FY22
Aliza Knox
FY21
FY22
FY21
-
-
-
-
Fiona Pak-Poy
FY22
83,000
FY21
83,000
Paul Rickard
FY22
229,400
Shefali Roy
FY21
253,940
FY22
FY21
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,761,174)
-
-
-
-
-
-
(28,169)
(24,540)
-
-
-
-
82,286
82,286
(68,000)
-
68,000
8,571
5,714
-
-
73,715
76,572
-
68,000
-
-
-
-
-
-
-
-
-
-
-
-
-
158,144
75,679
82,465
158,144
57,822
100,322
-
-
-
-
83,000
83,000
-
-
-
-
-
-
-
-
-
-
83,000
83,000
201,231
91,378
109,853
229,400
106,682
122,718
-
-
-
-
-
-
1 Hamish Corlett stepped down from the Board on 3 November 2021. Details are provided for the period 1 July 2021 to 3 November 2021.
Options held by Executive KMP
BALANCE
AT START OF
YEAR
GRANTED
AS
COMPENSA-
TION EXERCISED
FORFEITED
BALANCE
AT END OF
YEAR
VESTED AND
EXERCIS-
ABLE
UNVESTED
NAME
EXECUTIVE KMP
Robbie Cooke
FY22 5,504,530
FY21
5,504,530
Prav Pala
FY22
1,808,186
FY21
2,033,739
Steve Chapman1 FY22
342,334
FY21
342,334
Angela Green2
FY22
-
FY21
494,044
-
-
-
-
-
-
-
-
-
-
(194,700)
(225,553)
-
-
-
-
- 5,504,530
1,743,720 3,760,810
-
-
-
-
-
-
(494,044)
5,504,530
1,303,894
4,200,636
1,613,486
390,805
1,222,681
1,808,186
492,644
1,315,542
342,334
342,334
-
-
-
-
-
-
342,334
342,334
-
-
1
Steve Chapman commenced as KMP effective 11 June 2021. Details of his rights prior to the commencement as KMP are included in this
table.
2 Angela Green ceased employment with the Company effective 10 June 2021. All remaining rights were forfeited from that date.
99
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 9.3 Equity grants to Executive KMP
This section sets out the required statutory disclosures of equity grants for Tyro’s Executive KMP.
NUMBER OF
OPTIONS/
RIGHTS
GRANTED
VEST-
ING
DATE
EXERCISE
PRICE
VALUE OF
OPTIONS/
RIGHTS AT
GRANT DATE
VESTED
%
VESTED
(NUMBER)
GRANT DATE
Robbie Cooke
19 Dec 2018
1,818,180
1 May 2019
1,567,813
26 Jun 2019
1,200,000
26 Jun 2019
380,952
1 Oct 2019
1,737,585
2 Sep 2020
1 Feb 2021
2 Sep 2021
1 Mar 2022
Prav Pala
10 Oct 2014
6 Oct 2015
2 Nov 2016
62,975
167,501
28,536
164,575
211,268
166,129
141,403
1 Feb 2018
250,000
31 Dec 2018
1 May 2019
71,428
634,681
9 May 2019
500,000
1 Oct 2019
558,830
2 Sep 2020
1 Feb 2021
2 Sep 2021
1 Mar 2022
Steve Chapman10
1 May 2019
1 Oct 2019
2 Sep 2020
1 Feb 2021
2 Sep 2021
1 Mar 2022
25,930
51,860
15,072
75,387
181,337
160,997
7,246
14,941
3,285
29,657
1
2
3
4
5
6
7
8
9
1
1
1
1
4
2
3
5
6
7
8
9
2
5
6
7
8
9
$1.76
$1.50
Nil
Nil
$475,159
81.7%
1,515,150
$488,235
0.0%
Nil
$1,320,000
100.0%
1,200,000
$419,047
60.0%
228,570
$1.79
$816,231
0.0%
Nil
Nil
Nil
Nil
Nil
$0.45
$0.60
$1.49
$1.76
Nil
$209,077
87.5%
55,104
$556,104
$108,437
$279,778
0.0%
0.0%
0.0%
Nil
Nil
Nil
$31,211
100.0%
$26,479
100.0%
$39,580
100.0%
211,268
166,129
141,403
$59,492
86.7%
216,664
$74,999
60.0%
42,856
$1.50
$197,647
0.0%
Nil
Nil
$550,000
100.0%
500,000
$1.79
$262,510
0.0%
Nil
$86,088
87.5%
22,690
Nil
Nil
Nil
Nil
$163,359
$57,274
$128,158
$1.50
$1.79
$197,647
$262,510
0.0%
0.0%
0.0%
0.0%
0.0%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
$24,057
87.5%
6,342
$47,064
$12,483
$50,417
0.0%
0.0%
0.0%
Nil
Nil
Nil
VALUE OF
OPTIONS/
RIGHTS
EXERCISED
DURING
THE
REPORTING
PERIOD
FOR-
FEITED/
LAPSED
%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
-
-
-
-
-
-
-
-
-
-
$26,479
-
-
-
-
-
-
-
-
-
-
-
-
$21,050
-
-
-
100
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT NUMBER OF
OPTIONS/
RIGHTS
GRANTED
VEST-
ING
DATE
EXERCISE
PRICE
VALUE OF
OPTIONS/
RIGHTS AT
GRANT DATE
VESTED
%
VESTED
(NUMBER)
GRANT DATE
Angela Green11
VALUE OF
OPTIONS/
RIGHTS
EXERCISED
DURING
THE
REPORTING
PERIOD
FOR-
FEITED/
LAPSED
%
6 Aug 2019
300,000
6 Aug 2019
1 Oct 2019
2 Sep 2020
1 Feb 2021
39,607
454,437
20,453
42,173
3
2
5
6
7
Nil
$330,000
66.7%
200,000
33.3%
$1.50
$1.79
Nil
Nil
$12,334
$213,472
0.0%
0.0%
Nil
100.0%
Nil
100.0%
$67,906
37.5%
7,671
62.5%
$132,845
0.0%
Nil
100.0%
-
-
-
-
-
1 Options granted vest monthly in equal tranches over a period of 5 years and are not subject to any performance conditions.
2 Options granted vest annually in equal 25% tranches over a period of four years, commencing 24 months after the grant date and subject to
the following performance conditions: (i) 25% compound gross revenue growth per annum; and (ii) a positive net profit result (before tax and
share-based expenses). If a tranche does not satisfy both performance criteria on the relevant testing date, the tranche will be retested at
the next testing date (if any).
3 Vesting will occur in three equal tranches, as follows: one third on the date of the liquidity event (Initial Vesting Date); one third on the date
that is 12 months after the Initial Vesting Date; and one third on the date that is 24 months after the Initial Vesting Date.
4 Options granted vest annually in equal 20% tranches over a period of five years, commencing 12 months after the grant date and are not
subject to any performance conditions.
5 Options granted vest annually in equal 25% tranches over a period of four years, commencing 24 months after the grant date and subject to
the following performance conditions: (i) 20% compound gross revenue growth per annum; and (ii) a positive net profit result (before tax and
share-based expenses). If a tranche does not satisfy both performance criteria on the relevant testing date, the tranche will be retested at
the next testing date (if any).
6 Vesting occurs equally on a monthly basis over a 24-month period from the Initial Vesting Date.
7
Subject to passing the ‘Gateway’ and satisfying the Performance Hurdle, the Performance Rights vest in one tranche 3 years following the
Effective Date.
8 Vesting takes place 4-years (irrespective of continuous service) after grant with no performance hurdle.
9 Subject to satisfying the Performance Hurdle, the Performance Rights vest in one tranche 3 years following the Effective Date.
10 Steven Chapman commenced as KMP effective 11 June 2021. Details of his options prior to the commencement as KMP are included in this
table.
11 Angela Green ceased employment with the Company effective 10 June 2021. All remaining options were forfeited from that date.
10. Summary of Shares held by Non-executive
Directors and Executive KMP
The number of ordinary shares held in Tyro at 30 June 2022 by each KMP, including their personally related parties,
is set out below:
NAME
NON-EXECUTIVE DIRECTOR
David Thodey
FY22
FY21
Hamish Corlett1,2 FY22
FY21
BALANCE AT START OF
YEAR
RECEIVED DURING THE
YEAR ON EXERCISE OF
OPTIONS/RIGHTS
OTHER CHANGES
DURING THE YEAR
BALANCE AT
END OF YEAR
990,996
859,091
1,203,921
1,114,263
-
131,905
-
89,658
66,000
1,056,996
-
-
-
990,996
1,203,921
1,203,921
101
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT NAME
David Fite
BALANCE AT START OF
YEAR
RECEIVED DURING THE
YEAR ON EXERCISE OF
OPTIONS/RIGHTS
OTHER CHANGES
DURING THE YEAR
BALANCE AT
END OF YEAR
FY22
FY21
18,593,861
18,547,995
-
(2,000,000)
16,593,861
2,850,832
(2,804,966)
18,593,861
Claire Hatton
FY22
Aliza Knox
FY21
FY22
FY21
Fiona Pak-Poy
FY22
FY21
Paul Rickard
FY22
Shefali Roy
FY21
FY22
FY21
-
-
-
-
106,420
32,728
2,098,571
2,319,660
-
-
-
-
-
-
-
73,692
28,169
85,972
-
-
14,583
14,583
-
-
-
-
-
-
(307,061)
-
-
-
-
-
106,420
106,420
2,126,740
2,098,571
-
-
1
Shares indicated in the table are beneficially held by Hamish Corlett. Hamish Corlett also has a relevant interest in TDM Growth Partners Pty
Ltd and other associated entities who have a total interest in Tyro of 23,853,855 ordinary shares.
2 Hamish Corlett stepped down from the Board on 3 November 2021. Details are provided for the period 1 July 2021 to 3 November 2021.
NAME
EXECUTIVE KMP
Robbie Cooke
FY22
Prav Pala
FY21
FY22
FY21
Steve Chapman1 FY22
FY21
BALANCE AT START OF
YEAR
RECEIVED DURING THE
YEAR ON EXERCISE OF
OPTIONS/RIGHTS
OTHER CHANGES
DURING THE YEAR
BALANCE AT
END OF YEAR
491,936
491,936
664,882
272,662
8,678
5,658
400,000
136,565
1,028,501
-
347,922
392,220
2,114
3,020
-
(359,178)
-
6,040
-
491,936
653,626
664,882
16,832
8.678
1
Steven Chapman commenced as KMP effective 11 June 2021. Details of his options prior to the commencement as KMP are included in this
table.
102
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT 11. Other information
No loans have been granted to any KMP. There were no transactions during the reporting period involving an
equity instrument to KMP or related parties, other than those disclosed in this Remuneration Report.
103
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022REMUNERATION REPORT s
’
r
o
t
i
d
u
A
n
o
i
t
a
r
a
c
e
D
l
e
c
n
e
d
n
e
p
e
d
n
I
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
104
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 the financial report of Tyro Payments Limited for the financial year
ended 30 June 2022, 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;
b) no contraventions of any applicable code of professional conduct in relation to the audit; and
c) no non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Tyro Payments Limited and the entities it controlled during the
financial year.
Ernst & Young
Michael Byrne
Partner
29 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022
105
106
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Financial
Report
107
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 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. General information and statement of accounting policies
2. Revenue and expenses
3. Segment reporting
4.
Income tax
5. Cash and cash equivalents
6. Due from other financial institutions
7.
Trade and other receivables
8. Loans
9. Leases
10. Financial investments
11.
Investment in associates
12. Property, plant and equipment
13.
Intangible assets and goodwill
14. Share based payments
15. Deposits
16. Trade payables and other liabilities
17. Current and non-current provisions
18. Contributed equity and reserves
19. Financial risk management objectives, policies and processes
20. Commitments and contingencies
21. Acquisition of subsidiary
22. List of subsidiaries
23. Earnings per share
24. Auditor’s remuneration
25. Related party disclosures
26. Parent entity disclosures
27. Matters subsequent to the end of the financial year
28. Contingent liabilities
DIRECTORS’ DECLARATION
111
111
112
113
114
115
115
125
126
127
128
129
130
130
131
132
133
134
135
136
140
140
141
141
143
150
151
152
153
153
154
155
155
155
156
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF TYRO PAYMENTS LIMITED
157
108
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 109
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT Financial Statements
Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2022
Fees and terminal rental income
Interest income on loans
Fair value gain on loans
Interest income on cash and deposits
Interest income on assets at FVOCI
Sale of terminal accessories
Other revenue and income
Total revenue
Interchange, integration and support fees
Interest expense on deposits
Terminal accessories
Total direct expenses
Gross profit
Employee benefits expense (excluding share-based expense)
Share-based payments expense
Communication, hosting and licencing costs
Administrative expenses
Contractor and consulting expenses
Marketing expenses
Depreciation and amortisation
Lending and non-lending losses
Lease interest expense
Total operating expenses
Share of loss from associates
Initial Public Offering (IPO) expenses
Loss before tax expense
Income tax expense
Loss for the year
Other comprehensive income/(loss)
FVOCI reserve – revaluation (loss)/gain, net of tax
Total comprehensive loss for the year
NOTE
2
2
2
2
2
9, 12, 13
2
11
4
2022
$000
317,699
4,877
627
170
583
1,148
1,039
326,143
(169,824)
(274)
(1,366)
2021
$000
228,069
1,952
1,270
394
557
1,152
5,128
238,522
(117,371)
(379)
(1,323)
(171,464)
(119,073)
154,679
(92,628)
(5,199)
(14,321)
(12,978)
(13,726)
(5,532)
(31,681)
(1,115)
(3,558)
(180,738)
(3,558)
-
(29,617)
-
119,449
(76,174)
(9,342)
(9,896)
(13,007)
(7,192)
(5,419)
(15,364)
(10,863)
(517)
(147,774)
(1,119)
(331)
(29,775)
(48)
(29,617)
(29,823)
(1,008)
105
(30,625)
(29,718)
CENTS
CENTS
Earnings per share for loss attributable to the Ordinary Equity Holders of Tyro Payments Limited
Basic loss per share
Diluted loss per share
23
23
(5.74)
(5.74)
(5.90)
(5.90)
The above Statement of Comprehensive Income should be read in conjunction with the accompanying Notes.
110
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Statement of Financial Position
AS AT 30 JUNE 2022
Assets
Current assets
Cash and cash equivalents
Due from other financial institutions
Trade and other receivables
Loans
Prepayments
Financial investments
Inventories
Total current assets
Non-current assets
Loans
Financial investments
Investment in associates
Property, plant and equipment
Right of use assets
Intangible assets and goodwill
Deferred tax assets
Total non-current assets
Total assets
Liabilities
Deposits
Trade payables and other liabilities
Lease liabilities
Provisions
Total current liabilities
Non-current liabilities
Other liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
NOTE
2022
$000
2021
$000
5
6
7
8
10
8
10
11
12
9
13
4
15
16
9
17
16
9
17
18
18
18
36,885
14,698
22,704
34,262
3,643
10,474
388
84,521
19,191
17,095
14,378
3,337
21,618
128
123,054
160,268
5,242
62,221
1,942
41,452
31,158
132,033
12,986
287,034
410,088
83,273
37,425
1,897
10,532
1,009
47,450
4,998
26,027
1,654
140,867
12,986
234,991
395,259
75,481
29,215
2,812
15,382
133,127
122,890
83,553
32,096
1,712
117,361
250,488
159,600
278,798
47,085
90,478
-
1,227
91,705
214,595
180,664
274,436
40,827
(166,283)
(134,599)
159,600
180,664
The above Statement of Financial Position should be read in conjunction with the accompanying Notes.
111
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Statement of Cash Flows
For the year ended 30 June 2022
Cash flows from operating activities
Fees and terminal rental income received
Interchange, integration and support fees paid
Interest received
Interest paid
Other income received1
Payments to employees and contractors
Terminals purchased
Communication, hosting and licencing costs paid
Other operating expenses paid
Payments for terminal remediation
Movement in net scheme and other receivables
Net cash flows from operating activities excluding loans and deposits
Movement in loans
Movement in 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
Movement in equity investments
Investments in associates
Purchase of property, plant and equipment (excluding terminals)
Proceeds received from sale of property, plant and equipment (excluding terminals)
Payments for recognised intangible assets
Payments received from sublease
Net cash used in investing activities
Cash flows from financing activities
Proceeds from exercise of share options
Payments of the principal portion of leases
Net cash flows from financing activities
NOTE
2022
$000
2021
$000
315,579
(175,919)
5,585
(581)
1,827
(99,067)
(13,966)
(14,321)
(21,395)
(5,041)
(1,722)
(9,021)
(24,090)
7,792
(25,319)
227,920
(117,800)
3,018
(415)
6,069
(76,592)
(16,360)
(9,896)
(19,272)
-
(7,650)
(10,978)
(2,918)
24,939
11,043
5,000
5,028
(33,072)
28,500
(501)
(13,858)
166
(11,883)
8,951
(2,491)
(1,205)
-
(10,497)
(28,076)
-
376
(24,262)
(29,300)
4,362
(2,788)
1,574
4,059
(5,069)
(1,010)
Net movement in cash and cash equivalents
Effect of foreign exchange rates on cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
1 FY21 included JobKeeper receipts of $4,483,500 (FY22: nil).
(48,007)
(19,267)
371
84,521
5
36,885
27
103,761
84,521
The above Statement of Cash Flows should be read in conjunction with the accompanying Notes.
112
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Statement of Changes in Equity
For the year ended 30 June 2022
CON-
TRIBUTED
EQUITY
FVOCI RE-
SERVE
NOTE
SHARE-
BASED
PAYMENTS
RESERVE
GENERAL
RESERVE
FOR CREDIT
LOSSES
ACCU-
MULATED
LOSSES
$000
$000
$000
$000
$000
TOTAL
$000
At 1 July 2020
Loss for the year
Other comprehensive income
Deferred tax on equity movements
Total comprehensive income/(loss)
Issue of ordinary shares
Share-based payments
Transfer to general reserve for credit losses
265,763
-
-
-
-
8,673
-
-
3
-
185
(80)
105
-
-
-
26,371
2,103
(104,521)
189,719
(29,823)
(29,823)
-
-
185
(80)
(29,823)
(29,718)
-
-
-
-
-
11,990
-
-
-
-
-
-
-
255
(255)
At 30 June 2021
274,436
108
38,361
2,358
(134,599)
180,664
At 1 July 2021
274,436
108
38,361
2,358
(134,599)
180,664
Loss for the year
Other comprehensive loss
Total comprehensive loss
Issue of ordinary shares
Issue of share capital – from options and
rights exercised
Share-based payments
Transfer to general reserve for credit losses
Transfer from FVOCI reserve
-
-
-
-
4,362
-
-
-
-
(1,008)
(1,008)
-
-
-
-
211
-
-
-
-
-
5,199
-
-
-
-
-
-
-
-
1,856
(1,856)
-
(211)
(29,617)
(29,617)
-
(1,008)
(29,617)
(30,625)
At 30 June 2022
18
278,798
(689)
43,560
4,214
(166,283)
159,600
The above Statement of Changes in Equity should be read in conjunction with the accompanying Notes.
113
-
-
-
-
-
8,673
11,990
-
-
4,362
5,199
-
-
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Notes to the financial statements
FOR THE YEAR ENDED 30 JUNE 2022
1. General information and statement of accounting policies
The financial report of the Group was authorised for issue in accordance with a resolution of the Directors on 29 August 2022.
The Group is listed on the Australian Securities Exchange (ASX), registered and domiciled in Australia. The nature of the
operations and principal activities of the Group are described in the Directors’ Report.
The financial report includes the consolidated financial statements of Tyro Payments Limited and its controlled entities
(together referred to as the Group).
The significant policies which have been adopted in the preparation of this financial report are set out below.
(a) Basis of preparation
The financial report is a general purpose financial report, which has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board and International Financial
Reporting Standards (IFRS) and Interpretations as issued by the International Accounting Standards Board (IASB). 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.
A number of new accounting standards and amendments have been issued but are not yet effective, none of which have been
early adopted by the Group in this financial report. These new standards and amendments, when applied in future periods, are
not expected to have a material impact on the financial position or performance of the Group.
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.
(b) Going concern
The Directors consider the Group able to pay their debts as and when they fall due, and therefore the Group are able to
continue as a going concern.
(c) Significant accounting judgements, estimates and assumptions
In applying the Group’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 Group. 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 Group recognises the cost of equity-settled transactions with employees (including
Key Management Personnel) and other stakeholders by reference to the fair value of the equity instruments at the date on
which they are granted. The valuation assumptions are detailed in Note 14. The equity-settled instruments are expensed using a
linear or graded probability of vesting approach, depending on terms of the equity instrument.
Classification and valuation of investments -The Group classifies its investments in floating rate notes (FRNs) and equity
securities where it does not exercise significant influence or control 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 Group uses a valuation technique
to arrive at the fair value. The Group prioritises the use of observable market inputs in the valuation of Level 3 fair valued
investments and considers all reasonable sources of alternative information when incorporating unobservable inputs. Further
details are as disclosed in the footnotes.
The equity investment in Medipass is deemed to be a business combination and is accounted for using the acquisition method
of accounting. See Note 21 for further details.
Investments in associated companies are accounted for using the equity method of accounting less impairment losses. See
Note 1(m) for further details.
114
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(c) Significant accounting judgements, estimates and assumptions (continued)
Valuation of loans – The Group’s lending product differs from a conventional lending asset that accrues interest over time.
Under the Group’s current terms, a merchant borrows a loan amount plus an upfront fee. The total loan plus fee amount does
not change regardless of early or late repayment. As such, the product fails the “solely payments of principal and interest test”
under IFRS 9 “Financial Instruments” and is therefore measured at fair value through 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 including an adjustment for loans to customers
impacted by COVID-19. Inputs into the valuation model are detailed in the footnotes.
Capitalisation of internally generated software - An intangible asset arising from development expenditure on an internal
project is recognised by the Group 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 Group commences amortising internally generated software projects from the point the asset is ready for use.
Impairment for intangibles - The Group determines whether goodwill, and other identifiable intangible assets with indefinite
useful lives are impaired at least on an annual basis. Other intangible assets are reviewed at least annually to determine
whether any indicators of impairment exist, and if necessary an impairment analysis is performed. Impairment testing requires
an estimation of the recoverable amount of the cash generating units to which the goodwill and other intangible assets with
indefinite useful lives are allocated. Refer to Note 13 (b) for the key assumptions used.
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 the footnotes 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 Group operates in and the longer term strategy
for the Group. An impairment assessment is conducted and reviewed by Management at least annually as to whether indicators
of impairment such as technical obsolescence exist.
Remediation provision - Determining the amount of provisioning required in respect of customer-related refunds requires
the exercise of significant judgement. This includes forming a view on a number of different estimates, including number of
impacted customers, average compensation per customer and the associated costs required to complete the remediation
activities. The appropriateness of underlying assumptions is reviewed on a regular basis against actual experience and other
available evidence, and adjustments are made to the provision where required.
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 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. Deferred tax assets
are recognised for deductible temporary differences and carried forward tax losses after consideration of:
•
•
•
implications of COVID-19 on current year results and future forecasts;
likelihood of availability of future profits, including stress testing of forecasts, for utilisation of deferred tax assets; and
outcome of Continuity of Ownership Testing (and where applicable, the Similar Business Test) to support the recognition of
any carried forward tax losses.
Management does not recognise deferred tax assets where utilisation is not considered probable.
Tyro-Bendigo Alliance
The Alliance has been agreed for a ten year period starting in June 2021. The trail commission payable on the existing customer
network and future rollouts includes a guaranteed component for the first four years. An additional variable amount is payable
based on revenue achieved. The trail commission payable was initially measured at fair value in accordance with AASB 13 Fair
Value Measurement and is remeasured in subsequent periods to reflect actual and revised estimates of future revenue.
Key assumptions in respect of estimating the valuation of the trail commission payable included:
•
•
•
discount rates derived from similar observed rates for comparable assets that are traded in the market;
the merchant churn rate; and
probability weighted forecasts considering a high, mid and low forecast estimate prepared by management and approved
by the Board.
115
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(c) Significant accounting judgements, estimates and assumptions (continued)
Tyro-Bendigo Alliance (continued)
The associated intangible assets was recognised in accordance with AASB 138 Intangible Assets. They are carried at cost
less any accumulated amortisation and any accumulated impairment losses and are reviewed annually for any indicator of
impairments in accordance with AASB 136 Impairment of Assets. The useful life of the acquired intangible assets is judgmental
and reviewed annually by management with adjustments made where deemed necessary.
(d) Basis of consolidation
(i)
Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets
meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities
and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input
and substantive process and whether the acquired set has the ability to produce outputs.
The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of
activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross
assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired.
Any goodwill that arises is tested annually for impairment (see Note 1(p)). Any gain on a bargain purchase is recognised in profit
or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition and subsequent changes in the fair value of
the contingent consideration are recognised in profit or loss.
If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s
employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring
the consideration transferred in the business combination. This determination is based on the market-based measure of
the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the
replacement awards relate to pre-combination services.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control
commences until the date on which control ceases.
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction
gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-
accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised
losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
116
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(e) Current and non-current classification
The Group presents assets and liabilities in the statement of financial position based on current and non-current classification.
An asset is current when it is:
•
•
•
or
•
expected to be realised or intended to be sold or consumed in the normal operating cycle;
held primarily for the purpose of trading;
expected to be realised within twelve months after the reporting period;
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period.
All other assets are classified as non-current.
A liability is current when:
•
•
•
or
•
it is expected to be settled in the normal operating cycle;
it is held primarily for the purpose of trading;
it is due to be settled within twelve months after the reporting period;
there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments
do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
(f) 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.
(g) 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 less
allowance for expected credit losses, using the effective interest method.
(h) 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.
The Group 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 conditions.
(i) Loans
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
recognises the unearned fee in the Statement of Comprehensive Income as interest income. When the loan is uncollectible,
it is written-off. Such write-offs of loans occur after all the necessary assessments 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 Statement
of Comprehensive Income. Subsequent recoveries are recognised against these write-offs.
Over the reporting period, specific requests for the loans to be put on a “repayment holiday” due to hardship were assessed
on a case-by-case basis. Where appropriate, these loans may have qualified for, and were provided, a repayment holiday for
an initial period of up to three months. Further extension requests are assessed on a case-by-case basis. The agreed revised
repayment schedule of these loans is reflected in the fair value calculation.
117
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(j) Prepayments
Prepayments are recognised for amounts paid whereby goods have not transferred ownership to the Group 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.
(k)
Inventories
(i) Cost and valuation
The costs of purchasing inventories comprise the purchase price, import duties and other taxes (other than those subsequently
recoverable by the Group 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 at least on an annual basis. Inventories are derecognised when the rights to benefits are transferred to a
third party.
(ii) Impairment
Management makes assessments of the net realisable value of inventory at least 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.
(l) Financial investments
Recognition and initial measurement
The classification of financial investments at initial recognition depends on the financial asset’s contractual cash flow The
classification of financial investments at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Group’s business model for managing them. The Group initially measures financial assets held at amortised cost or debt
instruments held at fair value through other comprehensive income at its fair value plus transaction costs.
In order for a debt investment to be classified and measured at amortised cost or fair value through other comprehensive
income (OCI), it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets
with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business
model. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net
changes in fair value recognised in the statement of profit or loss.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial
assets, or both. Financial investments classified and measured at fair value through OCI are held within a business model with
the objective of both holding to collect contractual cash flows and selling.
Subsequent measurement
For debt investments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals
are recognised in the Statement of Comprehensive Income. The remaining fair value changes are recognised in OCI. Upon
derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.
For equity investments at fair value through OCI, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI at initial recognition. Gains and losses on these financial assets are never
recycled to profit or loss. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its non-listed equity investments under this category.
Purchase and sale of investments are recognised on trade date - the date on which the Group becomes party to the
contractual provisions of the investment.
(m) Investment in associates
Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by
a shareholding giving rise to significant but not controlling voting rights. Investments in associated companies are accounted
for in the consolidated financial statement using the equity method of accounting less impairment losses, if any. Investments
in associated companies are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets
given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the
acquisition. Goodwill on associated companies represents the excess of the cost of acquisition of the associate over the Group’s
share of the fair value of the identifiable net assets of the associate and is included in the carrying amount of the investments.
118
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(n) Property, plant and equipment
(i) Cost
Property, plant and equipment are measured at cost less accumulated depreciation and any impairment in value. The Group
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:
Terminals
Furniture and office equipment
Computer equipment
Leasehold improvements
2022
3 years
5 years
4 years
2021
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.
Impairment
(iii)
Management identify 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.
(iv) Derecognition 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.
(o) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
(i) Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for
any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, lease payments made at or before the commencement date less any lease incentives received and an
estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is
located or restoring the underlying asset to the condition required by the terms and conditions of the lease. Right-of-use assets
are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
(ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to
be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group
exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as
expenses in the period in which the event or condition that triggers the payment occurs.
119
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(o) Leases (continued)
(ii) Lease liabilities (continued)
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount
of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments)
or a change in the assessment of an option to purchase the underlying asset.
(iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e. those leases that have
a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease
of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments
on short-term leases and leases of low value assets are recognised as an expense on a straight-line basis over the lease term.
(iv) Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease term and is included
in revenue in the Statement of Comprehensive Income due to its operating nature. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on
the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
(p)
Intangible assets and goodwill
(i)
Software
The Group 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 Group and their expenditure can be measured reliably with enhancements in the Group’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 Intangible Assets.
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.
Acquired intangibles as part of the Medipass acquisition was valued using the replacement cost technique. This technique
estimates the Fair Value as all costs necessary to construct a similar asset of equivalent utility at prices applicable at the time of
reconstruction
(ii) Customer contracts and relationships
The customer contracts were acquired as part of the Tyro-Bendigo Alliance and Medipass acquisitions. They are recognised at
their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected
cash flows of the contracts over their estimated useful lives.
The useful life of finite intangible assets is judgmental and reviewed annually by management with adjustments made where
deemed necessary. The following method is used in the calculation of amortisation:
INTANGIBLE ASSET
Internally generated software
Customer relationships
(iii) Goodwill
AMORTISATION METHOD
Straight line
Straight line
USEFUL LIFE
Finite (3 - 5 years)
Finite (7 - 10 years)
Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets and liabilities. Following initial recognition, goodwill is measured at cost
less any accumulated impairment losses. Goodwill is not amortised and is tested annually for impairment.
Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit
to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognised.
120
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(q) 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 4).
(r) 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 the effective
interest method.
(s) Trade and other payables
Merchant payables arise when the Group 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 Group.
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 Group.
Commissions payable to Bendigo Bank
The trail commission payable on the existing customer network and future rollouts includes an amount guaranteed by the
Group and an additional variable amount based on revenue achieved. The trail commission payable is initially measured at fair
value in accordance with AASB 13 Fair Value Measurement and remeasured in subsequent periods to reflect actual and revised
estimates of future revenue.
The key assumptions used in estimating the valuation of the trail commission payable can be found in Note 1(c).
(t) Provisions and contingencies
Provisions are recognised when the Group 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.
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.
(u) 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.
(v) General reserve for credit losses
The Group appropriates for estimated future credit losses from chargebacks, with a general reserve for credit losses. The Group
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 Group also appropriates for estimated future credit losses from loans to ensure the Group 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 Credit Quality.
The methodology and assumptions used for estimating the general reserve for credit losses required are reviewed regularly.
121
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1. General information and statement of accounting policies (continued)
(w) 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:
Identify the contract with a customer;
Identify separate performance obligations in the contract;
1.
2.
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 Group’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 fees, which are collected from merchants and paid to credit
institutions are recognised as an expense instead of netting-off against merchant service fee income in the Statement of
Comprehensive Income; and
revenue from Dynamic Currency Conversion 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 terminals. There is no minimum rental period for merchants.
Interest income is recognised in the Statement of Comprehensive Income in accordance with AASB 9 using 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.
(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 plans, short term incentive plans and long term incentive plans, whereby employees render services in exchange
for rights over the Company’s shares, as well as other stakeholders under contractual arrangements. The cost of these equity-
settled transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted.
The fair value of any options issuance is determined 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 or stakeholders 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 14.
The Company also has share-based compensation benefits in the form of rights which are tied to performance conditions, as
well as restricted stock units (RSUs) which relate to remuneration sacrifice rights. The policy treatment is consistent with that for
share options via the Employee Share Option Plan
122
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 1.
(z)
General information and statement of accounting policies (continued)
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.
(aa) SaaS arrangements
SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software
over the contract period. As such the Group does not receive a software intangible asset at the contract commencement date.
A right to receive future access to the supplier’s software does not, at the contract commencement date, give the Group the
power to obtain the future economic benefits flowing from the software itself and to restrict others’ access to those benefits.
The following outlines the accounting treatment of costs incurred in relation to SaaS arrangements:
ACCOUNTING TREATMENT
COST
Non-distinct costs:
Recognised as an operating
expense over the term of the
service contract.
Distinct costs: Recognised as
an operating expense as the
service is received.
• Fee for use of application software (licence fee)
• Customisation costs
• Configuration costs
• Data conversion and migration costs
• Testing cost
• Training costs
Costs incurred for the development of software code that enhances or modifies, or creates additional capability to, existing
on-premise systems and meets the definition of and recognition criteria for an intangible asset are recognised as intangible
computer software assets.
(ab) 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 disclosed net of the amount of GST (unless stated otherwise) in the Statement of Cash Flows 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.
(ac) 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.
(ad) De-recognition of assets and liabilities
Assets and liabilities are de-recognised from the Statement of Financial Position upon sale, maturity or settlement. The Group
de-recognises scheme receivables against associated merchant payables as the risks and rewards are passed through in line
with contractual obligations.
123
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
2. Revenue and expenses
The loss before tax expense has been arrived at after accounting for the following items:
Fees and terminal rental income
Merchant service fee
Terminal rental income
Other fee income
Other revenue and income
Jobkeeper receipts
Other income
Interchange, integration and support fees
Interchange and scheme fees
Integration, support and other fees
Employee benefits expense (excluding share-based payments)
Wages, salaries and incentives
Superannuation
Other employee benefits expense
Administrative expenses
Terminal management and logistics
Professional services
Insurance
Travel and entertainment
Other administrative expenses
Lending and non-lending losses
Lending losses
Non-lending losses
Terminal outage incident1
Impairment of intangible assets
1 For further information on the terminal outage incident see Note 17.
2022
$000
2021
$000
283,633
205,542
31,809
2,257
21,320
1,207
317,699
228,069
-
1,039
1,039
(155,252)
(14,572)
(169,824)
(79,431)
(7,180)
(6,017)
(92,628)
(4,065)
(1,381)
(1,697)
(1,009)
(4,826)
4,484
644
5,128
(108,014)
(9,357)
(117,371)
(64,914)
(5,636)
(5,624)
(76,174)
(3,981)
(2,593)
(1,597)
(423)
(4,413)
(12,978)
(13,007)
(600)
(515)
-
-
(722)
(516)
(9,348)
(277)
(1,115)
(10,863)
124
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
3. Segment reporting
(a) Description of segments and principal activities
For management purposes, the Group is organised into two operating segments, comprising Payments and Banking.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker, which is the CEO and Managing Director. The Group operates in one geographical segment being Australia.
The corporate and other segment, which is not considered an operating segment of the Group, is used to reconcile the total
segment results back to the consolidated results. It consists of other income and costs that fall outside the day-to-day
operations of the Group. These include the Group’s Head Office, all employee benefits expenses and other operating expenses,
all of which are recorded below Gross Profit.
The Group’s reportable segments under AASB 8 Operating Segments are as follows:
REPORTABLE
SEGMENT
Payments
PRINCIPAL ACTIVITIES
Acquires electronic payment transactions from merchants. Revenue is primarily earned from fees charged for
processing acquired transactions. Revenue is also earned from other fee income, terminal rental income and
sales of terminal accessories. Direct expenses include scheme and interchange fees, integration, support and
other fees and cost of terminal accessories sold.
Banking
Complementary banking services to merchants. Revenue is earned from fees charged on loans to merchants.
Interest expense is incurred on merchant deposits.
(b)
Revenue and gross profit by segment
2022
Revenue
Gross profit
2021
Revenue
Gross profit
Reconciliation of gross profit to loss before tax:
Gross profit
Operating expenses (excl. depreciation and amortisation,
share of loss from associates and net interest expense)
Depreciation and amortisation
Share of losses on investment in associates
Lease interest expense
IPO expenses
Loss before tax
PAYMENTS1
$000
BANKING2
$000
CORPORATE
AND OTHER3
$000
318,847
147,657
229,222
110,528
5,504
5,230
3,222
2,843
1,792
1,792
6,078
6,078
2022
$000
154,679
(145,499)
(31,681)
(3,558)
(3,558)
-
TOTAL
$000
326,143
154,679
238,522
119,449
2021
$000
119,449
(131,893)
(15,364)
(1,119)
(517)
(331)
(29,617)
(29,775)
1 Gross profit of the Payments segment is payments revenue and income less direct expenses.
2 Gross profit of the Banking segment is income from merchant lending adjusted for the fair value movement on loans and interest expense on merchant
deposits.
3 Gross profit of Corporate and other includes income from investments and other revenue and income.
125
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
3. Segment reporting (continued)
(c)
Assets and liabilities by segment
PAYMENTS
$000
BANKING
$000
CORPORATE
AND OTHER
$000
2022
Segment assets
Segment liabilities
2021
Segment assets
Segment liabilities
4.
Income tax
(a)
Income tax expense:
216,972
97,714
234,848
104,525
71,556
83,273
35,955
75,481
Major components of income tax expense for the period ended 30 June 2022:
Current income tax
Current income tax charge
Deferred income tax
Relating to origination and reversal of temporary differences
Derecognition of DTA on temporary difference
Derecognition of previously recognised R&D tax credits & tax losses
Income tax expense in the statement of comprehensive income
Amount reported directly in other comprehensive income and equity
Deferred tax on unrealised gain on financial investment – FVOCI
Income tax (expense)/benefit 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%
Share-based payment remuneration
Entertainment expenses
Share of losses from associates
Amortisation of intangible asset
Tax effect of current year losses for which no deferred tax asset is recognised
Total income tax expense
121,560
69,501
124,456
34,589
2022
$000
-
2,703
(2,703)
-
-
-
-
2022
$000
(29,617)
8,885
(1,560)
(83)
(1,067)
(596)
(5,579)
-
TOTAL
$000
410,088
250,488
395,259
214,595
2021
$000
-
1,883
(518)
(1,413)
(48)
(80)
(80)
2021
$000
(29,775)
8,932
(2,803)
(36)
(336)
-
(5,805)
(48)
126
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
4.
Income tax (continued)
(c) Deferred income tax assets and liabilities:
2022
2021
STATEMENT
OF FINANCIAL
POSITION
$000
STATEMENT
OF COM-
PREHENSIVE
INCOME
$000
OTHER COM-
PRE-HENSIVE
INCOME AND
EQUITY
$000
STATEMENT
OF FINANCIAL
POSITION
$000
STATEMENT
OF COM-
PREHENSIVE
INCOME
$000
OTHER COM-
PRE-HENSIVE
INCOME AND
EQUITY
$000
ACQUIRED
IN BUSINESS
COM-BINA-
TIONS
$000
Deferred tax assets and liabilities
Fixed assets
Provisions & accruals
Other
R&D credits
Tax losses
Right-of-use assets
Prepayments
Financial investments
Other Intangible Assets
Total
5,258
6,999
518
-
-
851
-
95
(735)
12,986
423
1,519
(1,882)
-
-
504
-
(699)
135
-
-
-
-
-
-
-
-
-
-
-
4,835
5,480
2,400
-
-
347
-
794
(870)
12,986
(723)
3,387
(1,448)
(274)
(1,910)
631
104
185
-
(48)
-
-
-
-
-
-
-
(80)
-
(80)
-
-
-
-
-
-
-
-
(870)
(870)
Net deferred tax assets relate to temporary differences up to $12,986,000 (tax effected) as at 30 June 2022. In addition,
approximately $34,623,000 (tax effected) of unused tax losses, credits and temporary differences have not been recognised as
an asset at balance date.
5. Cash and cash equivalents
Deposits at call
Short term deposits
2022
$000
36,885
-
36,885
2021
$000
69,521
15,000
84,521
127
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
5. Cash and cash equivalents (continued)
Reconciliation of loss after tax to net cash flows used in operations
Loss for the year
Adjustments for:
Depreciation and amortisation
Share-based payments expense
Fair value gain on loans
Share of losses from associates
Lending losses
Lease interest expense
Deferred tax expense
Other
Changes in assets and liabilities:
Increase in loans1
Purchase of terminals
Increase in trade and other receivables and other assets
Increase in term deposits held as collateral
Increase in deposits
Increase in trade payables and other liabilities
Increase in deferred tax balances
(Decrease)/increase in provisions
Net cash (used in)/flow from operating activities
1 Movement in loans balances excludes adjustments for write offs and fair value adjustments.
6. Due from other financial institutions
Term deposits
Deposits pledged as collateral
2022
$000
2021
$000
(29,617)
(29,823)
31,681
5,199
(627)
3,558
600
3,497
-
131
(24,090)
(14,779)
(5,531)
(507)
7,792
2,287
-
(4,913)
(25,319)
2022
$000
-
14,698
14,698
15,364
9,342
(1,270)
1,119
722
517
48
1,089
(2,918)
(16,360)
(3,216)
(5,762)
24,938
5,409
998
10,846
11,043
2021
$000
5,000
14,191
19,191
Includes term deposits with maturities greater than three months from the date of acquisition and deposits pledged to
counterparties as collateral. Refer to Note 20 for details of deposits pledged as collateral.
128
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
7. Trade and other receivables
Scheme and other receivables
Merchant acquiring fees
Expected credit loss provision
2022
$000
13,206
9,536
(38)
22,704
2021
$000
10,121
7,033
(59)
17,095
Scheme receivables are presented net of merchant payables in line with the Group’s accounting policy disclosed in Note 1.
The Group’s ageing of trade and other receivables are as follows:
Carrying value
2022
Carrying value
2021
8. Loans
Current
Loans (net of unearned fees)
Non-current
Loans (net of unearned fees)
TOTAL
$000
CURRENT
$000
1-30 DAYS
$000
31-60 DAYS
$000
61-90 DAYS
$000
>90 DAYS
$000
IMPAIRMENT
$000
22,704
22,724
17,095
16,935
18
11
-
-
-
52
-
156
(38)
(59)
2022
$000
2021
$000
34,262
14,378
5,242
39,504
1,009
15,387
Income from loans comprises interest income of $4,876,914 (2021: $1,952,190), fair value gain of $627,295 (2021: gain of
$1,269,623) and net lending loss of $599,760 (2021: net lending loss of $721,673).
129
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
9. Leases
(a) Group as lessee – property lease
The Group entered into an agreement for a lease at 55 Market Street to January 2031, with an option to renew for a further 5
years. In 2022 the Group has recognised a non-cash right-of-use asset for $33,578,000 (2021: $33,000) and a lease liability for
$33,041,000 (2021: $33,000). The Group had total cash outflow for leases of $2,849,000 in 2022 (FY21: $5,069,000).
Set out below are the carrying amounts of the Group’s right-of-use assets and lease liabilities in the Statement of Financial
Position and the movements during the period:
RIGHT-OF-USE
ASSETS
$000
LEASE
LIABILITIES
$000
As at 1 July 2020
Additions
Depreciation expense
Interest expense
Payments
As at 30 June 2021
As at 1 July 2021
Additions
Depreciation expense
Interest expense
Payments
Derecognition of short term leases
As at 30 June 2022
Lease liabilities – Maturity analysis
Contractual undiscounted cash flows
Within one year
After one year but not more than five years
More than five years
Total undiscounted lease liabilities
The amounts recognised in the Statement of Comprehensive Income are as follows:
Depreciation expense of right-of-use assets
Interest expense on lease liabilities
Income from sub-leasing right-of-use assets
Total amount recognised in the Statement of Comprehensive Income
4,528
33
(2,907)
-
-
1,654
1,654
33,578
(4,051)
-
-
(23)
31,158
2022
$000
1,897
19,076
20,671
41,644
2022
$000
(4,051)
(1,013)
-
(5,064)
7,483
33
-
365
(5,069)
2,812
2,812
33,041
-
1,013
(2,849)
(24)
33,993
2021
$000
2,872
-
-
2,872
2021
$000
(2,907)
(365)
57
(3,215)
130
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
9. Leases (continued)
(b) Group as lessor – sublease arrangement
The arrangement related to the sublease of Level 5 of the 155 Clarence Street lease. In prior year the lessee was adversely
impacted by COVID-19 and the lease was terminated. As the lessee was unable to repay the rent, Management took the
decision to write off this amount.
Lease income recognised in the Statement of Comprehensive Income are as follows:
Loss on investment in sublease
Income from net investment in sublease
Total amount recognised in profit and loss
10. Financial investments
Current
Convertible note in meandu Australia Holdings Pty Ltd
Floating rate notes
Non-current
Floating rate notes
2022
$000
-
-
-
2022
$000
1,510
8,964
10,474
2022
$000
62,221
62,221
2021
$000
(842)
57
(785)
2021
$000
-
21,618
21,618
2021
$000
47,450
47,450
Floating rate notes have been classified between current and non-current based on maturity date. The FRNs are held as
available for sale instruments for liquidity purposes and qualify as eligible collateral for repurchase agreements with the Reserve
Bank of Australia.
The Group invested in a convertible note in meandu Australia Holdings Pty Ltd (me&u) in March 2022. The convertible note has a
maturity date of 30 September 2022. The convertible note may convert into shares in me&u and accrues 8% interest.
131
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
11. Investment in associates
Investment in associates
Axis IP Pty Ltd
meandu Australia Holdings Pty Ltd
2022
$000
1,482
460
1,942
2021
$000
1,666
3,332
4,998
Investment in associates are recognised at cost using the equity accounting method. The carrying amounts of the investment
in associates are increased or decreased by the Group’s share of meandu Australia Holdings Pty Ltd.’s (me&u) and Axis IP Pty
Ltd.’s (Paypa Plane) net assets after acquisition date.
me&u is a leading hospitality in-venue food ordering and payments app in which Tyro has a 14.4% equity investment.
Paypa Plane is a payments technology business transforming scheduled payments, in which Tyro took a 20.0% shareholding
in December 2020. In November 2021, the Group invested a further $501,000 in Paypa Plane, increasing the ownership from
20.0% to 21.3%. Tyro’s ownership subsequently reduced to 17.1% in February 2022 after Paypa Plane had an additional equity
raising round in which Tyro did not participate.
The following table summarises the financial information and results of meandu Australia Holdings Pty Ltd and Axis IP Pty Ltd.
Percentage ownership interest
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net Assets (100%)
Group share of net assets
Carrying amount of interest in associate1
Revenue
Loss from continuing operations
Total comprehensive loss
Group's share of total comprehensive loss2
INVESTMENT IN
MEANDU AUSTRALIA
HOLDINGS PTY LTD
INVESTMENT IN
AXIS IP PTY LTD
2022
$000
14.4%
1,372
48,009
-
(58,474)
(9,093)
(1,313)
460
7,734
(20,163)
(20,163)
(2,872)
2021
$000
16.0%
76
5,743
(48)
(2,489)
3,282
526
3,332
3,206
(5,580)
(5,580)
(895)
2022
$000
17.1%
2,038
1,324
(25)
(497)
2,840
485
1,482
144
(6,535)
(6,535)
(686)
2021
$000
20.0%
690
637
(283)
-
1,044
209
1,666
269
(1,120)
(1,120)
(224)
1
The difference between the carrying value of investments and the Group’s share of net assets relates to intangible assets and goodwill not recognised on
the balance sheet of meandu Australia Holdings Pty Ltd and Axis IP Pty Ltd.
2 A total loss on investment of $3,558,173 (FY21: $1,119,442) has been recognised in the Statement of Comprehensive Income in the year.
132
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
12. Property, plant and equipment
Reconciliation of net carrying amounts at the beginning and end of the year for the Group is as below:
Year ended 30 June 2022
At 30 June 2021 net of accumulated depreciation
and impairment
Additions
Disposals
Depreciation for the year
At 30 June 2022 net of accumulated depreciation
and impairment
At 30 June 2021
Cost
Accumulated depreciation and impairment
Net carrying amount
At 30 June 2022
Cost
Accumulated depreciation and impairment
Net carrying amount
Year ended 30 June 2021
At 30 June 2020 net of accumulated depreciation
and impairment
Additions
Acquisitions through business combination
Disposals
Depreciation for the year
At 30 June 2021 net of accumulated depreciation
and impairment
At 30 June 2020
Cost
Accumulated depreciation and impairment
Net carrying amount
At 30 June 2021
Cost
Accumulated depreciation and impairment
Net carrying amount
TERMINALS
$000
FURNITURE
AND OFFICE
EQUIPMENT
$000
COMPUTER
EQUIPMENT
$000
LEASEHOLD
IMPROVE-
MENTS
$000
TOTAL
$000
23,000
545
1,942
540
26,027
14,779
(57)
(9,813)
27,909
59,610
(36,610)
23,000
74,033
(46,124)
27,909
2
(10)
(198)
339
2,771
(2,226)
545
2,756
(2,417)
339
2,505
(173)
(1,076)
3,198
9,955
(8,013)
1,942
11,873
(8,675)
10,214
-
(748)
10,006
4,817
(4,277)
540
10,213
(207)
27,500
(240)
(11,835)
41,452
77,153
(51,126)
26,027
98,875
(57,423)
3,198
10,006
41,452
12,863
799
2,060
1,544
17,266
18,266
-
(67)
(8,062)
23,000
42,543
(29,680)
12,863
59,610
(36,610)
23,000
24
29
-
(307)
545
2,708
(1,909)
799
2,771
(2,226)
545
1,122
9
-
(1,249)
1,942
8,758
(6,698)
2,060
9,955
(8,013)
1,942
-
-
-
19,412
38
(67)
(1,004)
(10,622)
540
26,027
4,817
(3,273)
1,544
4,817
(4,277)
58,826
(41,560)
17,266
77,153
(51,126)
540
26,027
133
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
13. Intangible assets and goodwill
(a)
Intangible assets
Reconciliation of net carrying amounts at the beginning and end of the year for the Group is as below:
Year ended 30 June 2022
At 30 June 2021 net of accumulated amortisation and impairment
Additions
Amortisation for the year
At 30 June 2022 net of accumulated amortisation and impairment
At 30 June 2021
Cost
Accumulated amortisation and impairment
Net carrying amount
At 30 June 2022
Cost
Accumulated amortisation and impairment
SOFTWARE
$000
CUSTOMER
RELATION-
SHIPS
$000
GOODWILL
$000
TOTAL
$000
13,304
6,961
(4,116)
16,149
14,613
(1,309)
13,304
21,574
(5,425)
113,876
13,687
140,867
-
(11,679)
102,197
114,912
(1,036)
113,876
114,912
(12,715)
-
-
6,961
(15,795)
13,687
132,033
13,687
-
143,212
(2,345)
13,687
140,867
13,687
-
150,173
(18,140)
Net carrying amount
16,149
102,197
13,687
132,033
Year ended 30 June 2021
At 30 June 2020 net of accumulated amortisation and impairment
Additions
Acquisitions through business combinations
Impairment expense
Amortisation for the year
5,170
3,762
5,500
(277)
(851)
197
111,763
2,900
-
(984)
-
-
13,687
-
-
5,367
115,525
22,087
(277)
(1,835)
At 30 June 2021 net of accumulated amortisation and impairment
13,304
113,876
13,687
140,867
At 30 June 2020
Cost
Accumulated amortisation and impairment
Net carrying amount
At 30 June 2021
Cost
Accumulated amortisation and impairment
5,350
(180)
5,170
14,613
(1,309)
250
(53)
197
-
-
-
5,600
(233)
5,367
114,912
(1,036)
13,687
-
143,212
(2,345)
Net carrying amount
13,304
113,876
13,687
140,867
134
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
13. Intangible assets and goodwill (continued)
(b) Goodwill
i)
Allocation of goodwill
The Group has allocated goodwill acquired through business combinations to the Tyro Health Cash Generating Unit (“CGU”). As
the only CGU with non-amortising intangible asset, the Group determined the Tyro Health CGU to be the only CGU subject to
an annual impairment test. The Group performed its annual impairment test in June 2022.
Goodwill
Total allocation of goodwill
TYRO HEALTH CGU
2022
$000
13,687
13,687
2021
$000
13,687
13,687
The recoverable amount of the CGU is determined based on “Value-In-Use” calculations using discounted cash flow projections
based on financial budgets and forecasts covering a five-year period with an estimated terminal growth rate. The cash flows are
discounted using a pre-tax discount rate reflecting an estimate of the weighted cost of capital (WACC).
The Group determined that the carrying amount does not exceed the recoverable amount. No impairment of goodwill at 30
June 2022 has been recorded.
ii)
Key assumptions and sensitivity
The cash flow projections which are used in determining any impairment require management to make significant estimates
and judgements. Each of the assumptions is subject to significant judgement about future economic conditions and the
ongoing development of industries in which the CGUs operate. Forecasted cashflows are risk-adjusted allowing for estimated
changes in the business and the competitive trading environment.
Cash flow projections during the forecast period are based on forecast revenue growth arising from increasing total
transactions volumes for Tyro Health. Forecast increases in gross margin and operating costs have been included to support
the forecast growth in volumes. The pre-tax discount rate applied to the cash flow projections was 8.8% which reflects current
market assessment of the time value of money and the risks specific to the relevant segments in which the CGU operates.
Terminal growth rate is 3.6% consistent with industry forecasts specific to the CGU.
The Group has completed sensitivity analysis over the Tyro Health CGU. The recoverable amount of the Tyro Health CGU is in
excess of the carrying amounts in the respective CGUs. Any reasonable adverse change in key assumptions will not lead to an
impairment.
14. Share based payments
The Group provides benefits to employees (including Key Management Personnel (KMP)) from time to time including share-
based payments as remuneration for service. Additionally, the Company provides share-based payments to other stakeholders
as part of contractual agreements.
(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
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
Director with the Company during the vesting period. The options generally vest in
equal amounts each month over the vesting period.
Annual linear vesting schedule
Options vest similarly to the monthly linear vesting schedule; except they vest in
equal amounts annually over the vesting period.
Performance linear vesting schedule
Options vest in equal amounts annually over the vesting period and are also subject to
performance criteria.
135
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
14. Share based payments (continued)
(a) Employee Share Option Plan (continued)
All option grants and any shares issued on the exercise of those options 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 – 7 years from the date of grant or such shorter term as provided
in the ESOP or grant letter;
each option entitles the holder to one ordinary fully paid share;
all awards granted under the ESOP are equity-settled;
a 2-year holding lock applies to those options with annual linear or performance linear vesting schedules. For annual linear
options, the lock period applies following the relevant vesting date, and for performance linear options the lock period
applies from exercise date. During this period the shares issued cannot be transferred, sold, encumbered or otherwise dealt
with; and
under the ESOP rules and subject to any requirements under law or the ASX listing rules, the Board, at its discretion, may
determine that options held by an employee or Director do not lapse on cessation of employment or Directorship and that
the relevant holder of options has additional time to exercise their options.
(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.
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 Company’s estimated 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.
There were 4,310,080 options exercised during the period ended 30 June 2022 (2021: 5,166,415).
The weighted average remaining contractual life for share options outstanding as at 30 June 2022 was 4 years (2021: 4 years).
The following table summarises further details of the Company’s share options outstanding at 30 June 2022:
RANGE OF EXERCISE PRICES
CONTRACTUAL LIFE
VESTING CONDITIONS
NUMBER OF OUTSTANDING OPTIONS
179 cents
176 cents
7 years
4 year annual vesting, plus performance
criteria
JUN 2022
5,584,832
JUN 2021
6,647,422
6 years or less
5 year monthly linear vesting
5,214,675
6,830,283
162 cents to 176 cents
7 years or less
No vesting in first 6 months of 5 year
monthly linear vesting period
161,181
591,495
162 cents
150 cents
7 years or less
5 year monthly linear vesting
40,000
70,678
7 years
4 year annual vesting, plus performance
criteria
4,895,120
5,762,443
37.5 cents to 149 cents
7 years or less
5 year monthly linear vesting
3,948,918
6,749,286
0 cents
Total
6 years
5 year annual linear vesting
1,919,848
2,703,886
21,764,574
29,355,493
136
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
14. Share based payments (continued)
(b) Fair value of options under the ESOP (continued)
The following table illustrates the number and weighted average exercise prices (WAEP) in cents and movements of share
options during the year:
Monthly linear and annual linear vesting
Opening
Granted
Exercised
Forfeited or expired
Closing
Of which: Exercisable at the end of the year
Performance based vesting
Opening
Granted
Exercised
Forfeited or expired
Closing
Of which: Exercisable at the end of the year
Total outstanding at the end of the year
Total exercisable at the end of the year
JUN 2022
NUMBER
16,945,628
-
(4,310,080)
(1,350,926)
11,284,622
9,332,889
JUNE 2022
WAEP
(CENTS)
119
-
70
119
126
108
JUNE 2021
NUMBER
23,081,551
-
(5,166,415)
(969,508)
16,945,628
12,689,820
12,409,865
165
13,894,547
-
-
(1,929,913)
10,479,952
-
21,764,574
9,332,889
-
-
166
165
-
-
-
(1,484,682)
12,409,865
-
29,355,493
12,689,820
JUN 2021
WAEP
(CENTS)
107
-
74
73
119
110
166
-
-
171
165
-
137
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
14. Share based payments (continued)
(c) Performance rights, service rights, remuneration sacrifice rights and rights to shares under other
contractual arrangements
During the period, the Company granted 7,230,128 service and performance rights as part of the short and long term incentive
arrangements and 308,431 remuneration sacrifice 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
FY22 LTI
PERFORMANCE
RIGHTS
Mar-22
FY22
SERVICE RIGHTS
(GENERAL TEAM RETENTION)
Feb-22
FY21
SERVICE RIGHTS
(GENERAL TEAM STI)
Sep-21
2.5 years Annual vesting over 3 years in
3 equal tranches
Annual vesting over 3 years in
3 equal tranches
Expiry date
Employment conditions apply Employment conditions apply Employment conditions apply
Share price at grant date ($)1
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Grant date:
Vesting period
$1.70
0%
N/A
N/A
$2.24
0%
N/A
N/A
$3.80
0%
N/A
N/A
FY21
SERVICE RIGHTS (XLT STI)
FY22
SERVICE RIGHTS (JULY 21)
FY21
MEDIPASS SERVICE RIGHTS
Sep-21
Jul-21
4 years Annual vesting over 3 years in
3 equal tranches
Jul-21
31 May 2026
Expiry date
Employment conditions apply Employment conditions apply Employment conditions apply
Share price at grant date ($)1
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
$3.80
0%
N/A
N/A
$2.24
0%
N/A
N/A
$3.76
0%
N/A
N/A
Grant date:
Vesting period
FY21
MEDIPASS
PERFORMANCE RIGHTS
Jul-21
5 years
FY21
DIRECTOR RSU
Oct-202
FY22
DIRECTOR RSU
Nov-21
Target conversion date – post
publication of full-year results
Target conversion date – post
publication of full-year results
Expiry date
Employment conditions apply Employment conditions apply Employment conditions apply
Share price at grant date ($)1
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
$3.76
0%
N/A
N/A
$3.32
0%
N/A
N/A
$3.88
0%
N/A
N/A
1
The Company considers the listed share price near grant date, when determining fair value.
2 The FY21 Director RSU were granted during the year ended 30 June 2021 and were issued during the year ended 30 June 2022
138
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 14. Share based payments (continued)
(c) Performance rights, service rights, remuneration sacrifice rights and rights to shares under other
contractual arrangements (continued)
Opening
Granted
Exercised
Forfeited or expired
Closing
Exercisable at the end of the year
15. Deposits
Deposits1
Term deposits
JUN 2022
NUMBER
5,412,550
7,538,559
(1,571,915)
(1,843,447)
9,535,747
1,363,456
JUN 2022
WAEP (CENTS)
JUN 2021
NUMBER
JUN 2021
WAEP (CENTS)
-
-
-
-
-
-
6,485,940
1,565,864
(2,031,510)
(607,744)
5,412,550
1,356,092
-
-
-
-
-
-
2022
$000
79,204
4,069
83,273
2021
$000
72,470
3,011
75,481
1
The deposits are at call, earn 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.
16. Trade payables and other liabilities
Current
Accounts payable
Scheme fees, commissions, incentives and other accruals
Commissions payable to Bendigo Bank
Clearing account and other liabilities
Non-current
Commissions payable to Bendigo Bank
2022
$000
6,370
15,701
9,228
6,126
2021
$000
3,993
11,101
11,795
2,326
37,425
29,215
83,553
83,553
90,478
90,478
139
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
17. Current and non-current provisions
Balance at 1 July 2021
Amounts provided/(utilised) during
the period
Balance at 30 June 2022
Current
Non-current
Balance at 30 June 2022
ANNUAL LEAVE
LONG SERVICE
LEAVE
MAKE GOOD
PROVISION
OTHER
PROVISION
$000
4,916
681
5,597
5,597
-
5,597
$000
1,603
263
1,866
702
1,164
1,866
$000
853
(305)
548
-
548
548
$000
9,237
(5,004)
4,233
4,233
-
4,233
TOTAL
$000
16,609
(4,365)
12,244
10,532
1,712
12,244
The make good provision is for the costs of restoring the office space at 55 Market Street to its original condition at the
conclusion of the lease. Tyro has utilised and released the Make Good provision for 155 Clarence Street during the period.
In the prior year, the Group raised a provision for remediation of the terminal outage incident in January 2021. Settlement
offers have been made to impacted customers. Compensation payments are either in discussion or have been made to those
customers where they have registered. Tyro continues to encourage customers to register or contact Tyro where they may have
been impacted by the January incident. Total payments for remediation during the year totalled $5,041,000. The remaining
provision at 30 June 2022 was $3,967,000 (30 June 2021: $9,008,000).
18. Contributed equity and reserves
(i) Movement in ordinary shares on issue
At 1 July 2020
Share options and rights exercised
Shares issued in consideration for acquisition of Medipass
Equity instruments issued in consideration for acquisition of Medipass1
At 30 June 2021
At 1 July 2021
Share options and rights exercised
At 30 June 2022
NUMBER OF
SHARES
499,496,171
9,822,925
1,220,694
1,132,632
511,672,422
511,672,422
5,881,995
517,554,417
$000
265,763
4,059
4,614
-
274,436
274,436
4,362
278,798
1
1,132,632 of the shares issued to Medipass shareholders have been accounted for as options and recognised through the share-based payments reserve.
See Note 21 for further details.
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. All issued share
capital is paid up in full.
(ii) FVOCI reserve
Balance at the beginning of the year
Deferred tax on equity movements
Revaluation (loss)/gain, net of tax
Transfer to accumulated losses
Balance at the end of the year
2022
$000
108
-
(1,008)
211
(689)
2021
$000
3
(80)
185
-
108
140
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
18. Contributed equity and reserves (continued)
(iii) Share-based payments reserve
Balance at the beginning of the year
Deferred tax on equity movements
Equity instruments issued in consideration for acquisition of Medipass
Balance at the end of the year
2022
$000
38,361
5,199
-
43,560
2021
$000
26,371
9,342
2,648
38,361
The share-based payments reserve is used to record the value of share-based payments or benefits provided to any Directors,
employees as part of their remuneration or compensation, and share-based payments provided to other stakeholders as part of
contractual agreements.
(iv) General reserve for credit losses
Balance at the beginning of the year
Deferred tax on equity movements
Appropriation for chargeback losses
Appropriation for lending losses
Balance at the end of the year
Total reserves at 30 June 2022
2022
$000
2,358
567
1,289
4,214
47,085
2021
$000
2,103
(12)
267
2,358
40,827
The general reserve for credit losses has been created to satisfy APRA’s prudential standards for authorised deposit-taking
institutions (ADIs) as described in Note 1(v). The Group 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 Group’s credit risk grading system and actual experience.
(v) Accumulated losses
Balance at the beginning of the year
Deferred tax on equity movements
Transfer to general reserve for credit losses
Transfer from FVOCI reserve
Balance at the end of the year
2022
$000
(134,599)
(29,617)
(1,856)
(211)
2021
$000
(104,521)
(29,823)
(255)
-
(166,283)
(134,599)
141
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes
The Group’s principal financial instruments include cash and cash equivalents, deposits due from other financial institutions,
trade and other receivables, loans, net investment in sublease, financial investments, deposits, lease liabilities, trade payables
and other liabilities.
(i) Risk management
The Board has responsibility for setting the Group’s strategy and the Risk Management Framework (RMF). The RMF includes the
Risk Management Strategy (RMS), the Risk Appetite Statement (RAS) and the Internal Capital Adequacy Assessment Process
(ICAAP). The RMS supports the Group in achieving its strategic priorities by clearly articulating the approach to managing
risks aligned with the material risk types that are consistent with the RAS. The CEO and Management team are responsible for
implementing the RMS, and for developing policies, controls, processes and procedures for identifying and managing risk.
Various management committees, including the Executive Risk Committee (ERC), the Pricing Committee (PriceCo) and the
Asset and Liability Management Committee (ALCO), ensure appropriate execution of the RMS is applied to the day-to-day
operations and regularly report to the Board Risk Committee (BRC).
(ii) Risk controls
Risks are identified, managed and controlled through the Risk and Control Self-Assessment (RCSA) process. The RCSA is an
assessment of key risks and controls which enable the business to understand its operational risk environment and facilitate
decision-making, prioritisation, allocation of resources and effective governance. Business risks are controlled within tolerance
levels approved by the Board through the RAS.
(iii) Internal audit
The Group 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 Group 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
Group’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 underwriting standards and credit procedures which define the operating processes. Ongoing
monitoring, reporting and review allows the Group to identify changes in credit quality at the client and portfolio levels and to
take corrective actions in a timely manner.
Credit losses from chargebacks
In addition, the Group is subject to the risk of credit card losses via chargebacks. The maximum period the Group is potentially
liable for such chargebacks is up to 120 days after the latter of the transaction date or the expected delivery date. The Group
manages credit risk associated with its merchant portfolio both at an individual and a portfolio level.
It is the Group’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 (GRCL) 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(v). The Group does not hold any credit derivatives or collateral to offset its credit exposure. The Group’s exposure to bad debts
from chargebacks is not significant at the reporting date.
Credit losses from loans
The Group is also subject to the risk of credit losses from its unsecured loan product and loan product operating under the
Government SME guarantee scheme. The Group 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 are in place before a loan can be offered. A merchant must
satisfy the onboarding requirements to be eligible for a loan offer, as well as providing a personal guarantee. Tyro only offers
loans to merchants with a Tyro EFTPOS terminal.
The Group maintains a GRCL to also cover credit losses estimated but not certain to arise over the full life of the loans as
described in Note 1(v).
142
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 19. Financial risk management objectives, policies and processes (continued)
(iv) Credit risk (continued)
This table summarises the Group’s credit risk exposures as at reporting date:
30 JUNE 2022
STANDARD & POORS
CREDIT RATING1
CASH AND CASH
EQUIVALENTS
DUE FROM OTHER
FINANCIAL INSTITUTIONS
TRADE AND OTHER
RECEIVABLES
AAA
AA
AA-
A+
A
A-
BBB+
unrated
$000
28,615
-
8,241
-
-
-
-
29
$000
-
-
14,698
-
-
-
-
-
36,885
14,698
$000
308
-
3,795
776
132
-
359
17,334
22,704
30 JUNE 2021
STANDARD & POORS
CREDIT RATING1
CASH AND CASH
EQUIVALENTS
DUE FROM OTHER
FINANCIAL INSTITUTIONS
TRADE AND OTHER
RECEIVABLES
AAA
AA
AA-
A+
A
A-
BBB+
unrated
$000
39,857
-
44,664
-
-
-
-
-
$000
-
-
19,191
-
-
-
-
-
$000
379
-
9,852
5,815
92
-
234
723
84,521
19,191
17,095
1
2
Long-term credit rating
Includes loans issued under the Government SME guarantee scheme of $38,643 (FY21: 251,000).
(v) Operational risk
LOANS2
$000
-
-
-
-
-
-
-
39,504
39,504
LOANS2
$000
-
-
-
-
-
-
-
15,387
15,387
Operational risk is the risk that arises from inadequate or failed internal processes and systems, human error or misconduct, or
from external events. It includes, amongst other things, fraud, technology risk, model risk and outsourcing risk.
The BRC is responsible for monitoring the operational risk profile, the performance of operational risk controls, and the
development and ongoing review of operational risk policies.
143
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes (continued)
(vi) Market risk
Market risk is the potential loss of value or potential reduction in expected earnings resulting from movements in interest rates
and foreign exchange rates. The Group’s balance sheet activities expose the profit and loss to earnings volatility. Ultimately,
the aim of managing market risks is to stabilise earnings. 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 Group 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 Group 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 Group at this stage.
Any floating rate notes that the Group 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:
(i)
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 Group 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 accounts 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 profit is affected as follows:
An increase of 200 basis points for 12 months in the general cash rate (assuming other factors remain constant) will increase
the Group’s profit and increase equity by $1,580,021 (2021: $2,253,724). A decrease of 100 basis points in the general cash rate
decrease the Group’s profit and decrease equity by $790,010 (2021: $1,126,862).
The following table shows the Group’s financial assets and liabilities on which the interest rate sensitivity analysis has been
performed.
30 JUNE 2022
Financial assets
VARIABLE
INTEREST RATE
< 3 MONTHS
FIXED
INTEREST RATE
3 TO 12 MONTHS
$000
$000
$000
Cash and cash equivalents
36,885
-
-
-
71,185
-
-
12,791
1,887
21,530
-
1,510
(79,204)
(4,069)
> 1 YEAR
$000
-
-
-
20
-
12,732
5,242
-
-
-
-
-
-
TOTAL
$000
36,885
12,811
1,887
39,504
71,185
1,510
(83,273)
VARIABLE
INTEREST RATE
< 3 MONTHS
FIXED
INTEREST RATE
3 TO 12 MONTHS
> 1 YEAR
TOTAL
$000
$000
$000
$000
$000
Cash and cash equivalents
69,521
15,000
Due from other financial institutions
USD term deposit
Loans
Floating rate notes
Convertible note in meandu Australia
Holdings Pty Ltd
Financial liabilities
Deposits
30 JUNE 2021
Financial assets
Due from other financial institutions
USD term deposit
Loans
Floating rate notes
Financial liabilities
Deposits
-
-
-
69,068
8,471
1,729
8,978
-
-
2,991
-
5,400
-
(72,470)
(2,961)
(50)
-
6,000
-
1,009
-
-
84,521
17,462
1,729
15,387
69,068
(75,481)
144
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes (continued)
(vi) Market risk (continued)
(ii) 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 Group is not exposed to foreign currency risk in the settlement of merchant transactions as all monies received and
paid are in Australian dollars. The Group’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
Group has US Dollar, Euro and British Pound Sterling exposures.
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:
Group
An appreciation of 15% of the US dollar and Euro compared to the Australian dollar (assuming other factors remain constant),
will increase the Group’s profit and increase equity by $245,656 (2021: $67,527). A depreciation of 15% of the US dollar and Euro
compared to the Australian dollar will reduce the Group’s profit and reduce equity by $181,572 (2021: $49,911).
The following table shows the financial assets and liabilities on which the foreign currency sensitivity analysis has been
performed:
USD term deposit
Trade payables
Trade payables
Trade payables
(iii) Other price risk
USD
EUR
USD
GBP
AUD
2022
$000
1,887
(2,862)
(412)
(6)
AUD
2021
$000
1,729
(2,106)
(6)
-
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 foreign currency risk), for example from changes in equity
prices and commodity prices.
(vii) Capital Management
The Group’s capital management objectives are to:
• maintain a sufficient level of capital above the regulatory minimum to provide a buffer against losses arising from
unanticipated events, and allow the Group to continue as a going concern; and
• ensure that capital management is closely aligned with the Group’s business and strategic objectives.
The Group manages capital adequacy according to the framework set out by the APRA Prudential Standards.
APRA determines minimum prudential capital ratios that must be held by all ADIs. Accordingly, the Group is required to maintain
a minimum prudential capital ratio on a Level 1 basis as determined by APRA.
The Board considers the Group’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 Group’s ICAAP. The Group operates under the specific capital requirements set by APRA. The Group has satisfied
its minimum capital requirements throughout the 2022 financial year in the form of Tier 1 Capital which is the highest quality
component of capital.
145
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes (continued)
(vii) Capital Management (continued)
Capital Adequacy
Tier 1 Capital
Common Equity Tier 1 Capital
Contributed capital
Accumulated losses & reserves
Regulatory adjustments to Common Equity Tier 1 Capital
Deferred tax assets in excess of deferred tax liabilities
Capitalised expenses
Goodwill and other intangible assets
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-based capital ratios
Common Equity Tier 1
Tier 1
Total Capital ratio
2022
$000
2021
$000
278,798
(124,672)
154,126
(13,721)
(12,974)
(55,361)
(2,542)
(84,598)
69,528
-
274,436
(96,127)
178,309
(13,856)
(7,800)
(69,234)
(4,999)
(95,889)
82,420
-
69,528
82,420
2,123
2,123
71,651
185,613
%
37
37
39
1,273
1,273
83,693
115,357
%
71
71
73
1 Standardised approach (to a maximum of 1.25% of total credit risk weighted assets).
(viii) Liquidity risk
The Group’s liquidity risk is the risk that the Group will have insufficient liquidity to meet its obligations as they fall due. This
could potentially arise as a result of mismatched cash flows.
The Group manages this risk by the Board approved liquidity framework. Responsibility for liquidity management is delegated
to the Chief Financial Officer (CFO) and Chief Executive Officer (CEO). The CFO manages liquidity on a daily basis and submits
regular 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. The CRO provides
oversight of the business’ adherence with the Liquidity Risk framework and reports to the BRC. The liquidity risk management
framework models the Group’s ability to fund under both normal conditions and periods of stress. The capital plan and liquidity
management are 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.
Maturity analysis
Amounts in the table below are based on the Group’s contractual undiscounted cash flows for the remaining contractual
maturities.
146
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes (continued)
(viii) Liquidity risk (continued)
Financial liabilities
CONTRACTUAL CASH FLOWS
AS AT 30 JUNE 2022
< 3 MONTHS
3 TO 6
MONTHS
>6 TO 12
MONTHS >1 TO 5 YEARS
>5 YEARS
TOTAL
$000
$000
$000
$000
$000
Variable rate deposits
Term deposits
Lease liabilities
(79,204)
(4,069)
-
-
-
-
Commissions payable to Bendigo Bank
(2,273)
(2,360)
Trade payables and other liabilities
(28,009)
-
-
-
(1,897)
(4,783)
-
-
-
-
-
(79,204)
(4,069)
(19,076)
(20,671)
(41,644)
(42,598)
(51,920)
(103,934)
-
-
(28,009)
AS AT 30 JUNE 2021
Variable rate deposits
Term deposits
Lease liabilities
Commissions payable to Bendigo Bank
Trade payables and other liabilities
(113,555)
(2,360)
(6,680)
(61,674)
(72,591)
(256,860)
(72,470)
(3,011)
(1,286)
(2,043)
(17,215)
-
-
(1,286)
(2,058)
-
-
-
(300)
-
-
-
-
-
-
(72,470)
(3,011)
(2,872)
(7,899)
(42,350)
(63,343)
(117,693)
-
-
-
(17,215)
(96,025)
(3,344)
(8,199)
(42,350)
(63,343)
(213,261)
Amounts falling due after greater than 5 years include variable component of commissions payable to Bendigo and Adelaide Bank under the Tyro-Bendigo
Alliance.
(ix) Fair values
The Group 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 Group’s financial assets that are measured at fair value, or where not measured at fair value, their fair
value equivalent. Management has assessed that for other financial assets and liabilities not disclosed in the table below, due to
their short-term maturity or repricing profile, the carrying amount is an approximation of fair value.
30 JUNE 2022 ($000)
30 JUNE 2021 ($000)
FINANCIAL ASSETS
Floating rate notes
Loans
Convertible note in meandu
Australia Holdings Pty Ltd
LEVEL 1
LEVEL 2
LEVEL 3
71,185
-
-
71,185
-
-
-
-
TOTAL
71,185
LEVEL 1
69,068
-
39,504
39,504
1,510
1,510
-
-
41,014
112,199
69,068
LEVEL 2
LEVEL 3
TOTAL
-
-
-
-
-
69,068
15,387
15,387
-
-
15,387
84,455
147
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
19. Financial risk management objectives, policies and processes (continued)
(ix) Fair values (continued)
Floating rate notes
The floating rate notes invested in by the Group 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 tradeable 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.
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 which allows for a market level of default risk.
The unobservable pricing inputs which determine fair value are based on:
•
•
•
•
the pricing of loans including adjustments for credit risk, with the risk adjustments ranging between 35% and 37%;
historical data with respect to behavioural repayment patterns – generally ranging between 3 to 12 months;
default experience for loans deemed uncollectable and which are valued at $nil; and
an estimate for the deterioration in credit risk of merchants as a result of COVID-19.
These inputs directly affect the fair value of the loans. A sensitivity of a change of 10% in the value ascribed to credit risk
for loans to merchants that are either not trading completely, or are on repayment holidays, will have an impact of between
negative $46,628 and positive $46,628 to profit and loss.
Equity investments
At the reporting date, the Group held unlisted equity instruments in meandu Australia Holdings Pty Ltd and Axis IP Pty Ltd and
100% of the share capital of Medipass which was acquired on 31 May 2021. meandu Australia Holdings Pty Ltd and Axis IP Pty
Ltd are valued using the equity accounting method as noted in Note 11.
Transfer between categories
There were no transfers between Level 1, Level 2 or Level 3 during the financial year.
148
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT 20. Commitments and contingencies
(a) Commitments relating to BECS
The Group pays merchants through the Bulk Electronic Clearing System (BECS). As a result of BECS intra-day settlements
which went live in November 2013, all merchant settlements committed are processed on the same day.
(b) Contingent Liabilities arising from commitments
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
(ii) Bank Guarantees in favour of:
UIR Australia (lessor of 155 Clarence Street, Sydney)
Premium Custody Services (lessor of 1.15/14-16 Lexington Drive, Bella Vista)
Bendigo and Adelaide Bank Limited - Alliance Agreement
Bendigo and Adelaide Bank Limited to guarantee the Bendigo office
Leader Autainvest II Pty Ltd (guarantee to secure the obligation under the lease of 55
Market Street, Sydney)
2022
$000
2021
$000
3,287
524
3,811
-
13
6,000
7
4,867
3,129
524
3,653
4,525
13
6,000
-
-
10,887
10,538
The Group has provided irrevocable standby letters of credit of $3,811,066 (2021: $3,653,183) secured through fixed charges
over term deposits with the Commonwealth Bank of Australia and Westpac Banking Corporation, to Mastercard International
and Visa International. These are one-year arrangements that are subject to automatic renewal on a yearly 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 Group. 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 Group.
A bank guarantee in favour of UIR Australia was held with Westpac Banking Corporation in relation to the lease arrangement for
the 155 Clarence Street office premises. The amount was refunded on completion of the make good.
A bank guarantee in favour of Leader Autainvest II Pty Ltd is held with Westpac Banking Corporation in relation to the lease
arrangement for the 55 Market Street office premises. The amount represents 6 months rent, outgoings and GST and is
refundable on expiry of the lease agreement, subject to satisfactory vacation of the leased premises.
A bank guarantee in favour of Bendigo and Adelaide Bank Limited is held with Westpac Banking Corporation to mitigate the
default risk created by Bendigo settling funds to Alliance merchants that hold a settlement account with Bendigo ahead of
funds receipt from Tyro.
149
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
20. Commitments and contingencies (continued)
(c) Commitments relating to Tyro – Bendigo Bank Alliance
In October 2020, the Group announced an alliance with Bendigo and Adelaide Bank Limited (Bendigo Bank) for merchant
acquiring services (Alliance). As part of the Alliance, Bendigo Bank agreed to transfer existing and refer potential customers to
the Group for the provision of a co-branded merchant acquiring service and receive upfront consideration and commission
from existing and newly referred Bendigo Bank business customers who use the Group’s merchant acquiring services.
The present value of commitments arising from the commission payable on existing customer network and future rollouts
includes an amount guaranteed by the Group and an additional variable amount based on revenue achieved as follows:
Guaranteed amount
Variable amount
2022
$000
28,108
64,673
92,781
2021
$000
39,183
63,090
102,273
Key assumptions in respect of estimating the variable amount can be found in Note 1(c).
21. Acquisition of subsidiary
Acquisitions for the year ended 30 June 2022
There were no acquisitions for the year ended 30 June 2022.
Acquisitions for the year ended 30 June 2021
On 31 May 2021, the Company acquired a 100% ownership interest in Medipass, a Melbourne-based digital health payments
business.
Included in the identifiable assets and liabilities acquired at the date of acquisition of Medipass are inputs (a software platform,
customer contracts, customer relationships), production processes and an organised workforce. The Company has determined
that together the acquired inputs and processes significantly contribute to the ability to create revenue. The Company has
concluded that the acquired set is a business.
The acquisition of Medipass adds an innovative cardless digital healthcare claiming and payment platform, that seamlessly
links practitioners, funders and patients. Medipass’ digital health payments platform will be integrated with the Company’s
card-present health solution to provide a unified health payment offering that delivers both card-present and card-not-present
transactions. The acquisition will provide the Company’s health merchants greater claiming and payment capabilities extending
beyond the Company’s private health insurer and Medicare Easyclaim options to include a range of State and Federal based
compensatory funders.
For one-month trading in 2021, Medipass contributed reported revenue of $222,278 and a net loss of $131,162 to the Group’s
results.
The following summarises the major classes of consideration transferred, the recognised amounts of assets acquired, liabilities
assumed, and the goodwill recognised at the acquisition date:
(a) Consideration transferred
Cash
Share capital issued (1,220,694 ordinary shares)
Equity instruments (1,132,632 share options)
Total consideration transferred
2021
$000
13,541
4,614
2,648
20,803
As part of the transaction, a non-recourse loan totalling $1,675,138 was made to Medipass option holders to allow them to
exercise their options prior to the completion of the deal. The Tyro shares that were issued in exchange for these shares are
being held in escrow with a holding lock period of 1-3 years and will be issued only on repayment of the loan.
These shares have been treated as share options in Tyro’s equity reserves. They have been valued using the Black-Scholes
method and recognised in the Share-Based Payment Reserve. For further detail on how Tyro values its share options, see Note
1(c) and Note 14.
Equity instruments issued
The fair value of ordinary shares issued was based on the listed share price of the Company at 31 May 2021 of $3.78 per share.
150
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
21. Acquisition of subsidiary (continued)
(b) Acquisition costs
The Company incurred acquisition-related costs of $1,136,364 on legal fees and due diligence costs. These costs were included
in ‘administrative expenses’ in FY21.
(c)
Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts of assets acquired, and liabilities assumed at the date of acquisition.
Cash and cash equivalents
Trade receivables
Prepayments and other debtors
Software - Medipass platform
Customer relationships
Property, plant and equipment
Loans and borrowings
Deferred tax liabilities
Trade and other payables
Total identifiable net assets acquired
2021
$000
171
126
242
5,500
2,900
38
(113)
(870)
(878)
7,116
The valuation techniques used for measuring the fair value of material assets acquired were as follows:
ASSETS ACQUIRED
VALUATION TECHNIQUE
DESCRIPTION
Software
Replacement cost
Customer relationships Multi-excess earnings
method
Estimates the Fair Value of all costs necessary to construct a similar asset
of equivalent utility at prices applicable at the time of reconstruction.
Estimates Fair Value based on the present value of the cash flows derived
from the intangible asset adjusted for charges relating to the supporting
assets used to derive that income. This return on assets is deducted as a
contributory asset (CAC) in the discounted cash flow model.
(d) Goodwill
Goodwill arising from the acquisition has been recognised as follows.
Consideration transferred
Fair value of identifiable assets
Goodwill
None of the goodwill recognised is expected to be deductible for tax purposes.
2021
$000
20,803
7,116
13,687
22. List of subsidiaries
Parent entity
Tyro Payments Limited
Subsidiaries
Medipass Solutions Pty Ltd
Medipass Solutions Limited
Tyro Payments (Ben Alliance) Pty Ltd
PRINCIPAL PLACE OF BUSINESS
OWNERSHIP INTEREST
2022
2021
Australia
Australia
United Kingdom
Australia
100%
100%
100%
100%
100%
100%
151
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
23. Earnings per share
Basic loss per share shows the loss attributable to each ordinary share. It is calculated as the net loss attributable to ordinary
shareholders divided by the weighted average number of ordinary shares in each year.
Diluted loss per share shows the loss attributable to each ordinary share if all the dilutive potential ordinary shares had been
ordinary shares. There are no discontinued operations of the Group.
Earnings
Net loss attributable to ordinary shareholders used to calculate basic and diluted earnings
per share
2022
$000
(29,617)
2022
NUMBER
2021
$000
(29,823)
2021
NUMBER
Weighted average number of ordinary shares used in calculating basic earnings per share
515,660,709
505,773,888
Weighted average number of potentially dilutive ordinary shares
542,333,850
531,633,132
Basic
Diluted
Diluted EPS is consistent with basic EPS due to the Group currently generating negative earnings.
24. Auditor’s remuneration
Fees in respect of the role of the appointed auditor
Audit and review of the financial reports1
Fees for assurance services required by legislation to be performed by the auditor
Discretionary fees for other assurance related services
Other assurance and agreed-upon-procedures services
Fees for other non-assurance services
Tax compliance
Other assistance and services
2022
CENTS
(5.74)
(5.74)
2021
CENTS
(5.90)
(5.90)
2022
$000
415
-
-
17
-
432
2021
$000
425
38
14
7
484
1
This includes fees in the capacity as the appointed auditor under APRA’s APS 310 Audit and Audit Related Matters.
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 disclosed above 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 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 Group, acting as an advocate
for the Group or jointly sharing economic risks and rewards.
152
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
25. Related party disclosures
Compensation of Key Management Personnel
The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to the
following Key Management Personnel.
DIRECTORS
David Thodey
Robbie Cooke1
TITLE
Chair and Non-executive Director
Chief Executive Officer and Managing Director
Hamish Corlett2
Non-executive Director
David Fite
Claire Hatton
Aliza Knox
Non-executive Director
Non-executive Director
Non-executive Director
Fiona Pak-Poy
Non-executive Director
Paul Rickard
Shefali Roy
EXECUTIVES
Robbie Cooke1
Steve Chapman
Praveenesh Pala
Non-executive Director
Non-executive Director
TITLE
Chief Executive Officer and Managing Director
Chief Risk Officer
Chief Financial Officer
1 Resigned as Chief Executive Officer and Managing Director on 29 June 2022 effective 29 December 2022
2 Retired as Non-executive Director on 3 November 2021
Compensation of Key Management Personnel
Short-term benefits
Long-term benefits (long service leave)
Post-employment benefits (superannuation)
Share-based payments
Total
APPOINTED
16 November 2018
18 October 2019
18 April 2019
3 July 2018
5 January 2022
21 April 2021
4 September 2019
28 August 2009
5 January 2022
APPOINTED
23 March 2018
11 June 2021
20 October 2014
2022
$000
3,018
55
124
(483)1
2,714
2021
$000
2,458
40
74
2,355
4,927
1
The negative accounting value mainly relates to management’s judgement that the FY19 LTI Option Plan only has a certain percentage probability of
vesting. As such, a proportion of the prior year share-based payments expense for these options have been reversed.
Interests held by Key Management Personnel
Share options and rights held by Key Management Personnel to purchase ordinary shares have the following expiry dates and
exercise prices.
ISSUE YEAR
EXPIRY YEAR
EXERCISE PRICE ($)
2022
NUMBER OUTSTANDING
2021
NUMBER OUTSTANDING
FY14/15
FY15/16
FY16/17
FY17/18
FY18/19
FY18/19
FY18/19
FY18/19
FY19/20
FY20/21
FY20/21
FY21/22
FY21/22
FY21/22
FY22/23
FY23/24
FY23/24
FY24/25
FY24/25
FY25/26
FY28/29
FY26/27
No expiry date
FY32/33
No expiry date
FY33/34
$0.450
$0.600
$1.490
$1.760
$0.000
$1.760
$1.500
$0.000
$1.790
$0.000
$0.000
$0.000
$0.000
-
21,505
159,401
375,000
480,953
1,818,180
2,618,131
800,000
2,540,412
234,302
76,192
535,833
46,893
During the year, 582,726 rights were granted to Key Management Personnel (2021: 393,079).
28,169
187,634
159,401
375,000
480,953
1,818,180
2,686,131
966,666
2,540,412
234,302
93,433
-
-
153
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
26. Parent entity disclosures
As at, and throughout the financial year ended 30 June 2022, the parent entity of the Group was Tyro Payments Limited.
Result of parent entity
Loss for the year
Other comprehensive loss
Total comprehensive loss for the year
Financial position of parent entity at year end
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Total equity of parent entity comprising of:
Contributed equity
Reserves
Accumulated losses
Total equity
2022
$000
2021
$000
(28,197)
(1,008)
(29,690)
105
(29,205)
(29,585)
122,152
288,846
410,998
132,484
117,361
249,845
161,153
278,798
47,085
159,989
234,543
394,532
122,098
91,637
213,735
180,797
274,436
40,827
(164,370)
(134,466)
161,153
180,797
27. Matters subsequent to the end of the financial year
In the opinion of the Directors, there have been no matters or circumstances which have arisen between 30 June 2022 and the
date of this report that have significantly affected or may significantly affect the operations of the Group, the result of those
operations or the state of affairs of the Group in subsequent financial years.
28. Contingent liabilities
In relation to the terminal outage incident in January 2021, a class action proceeding was filed against Tyro in October 2021 in
the Federal Court of Australia on behalf of customers impacted by the terminal outage incident. The class action is the subject
of Tyro’s previous ASX announcement on 20 October 2021. The class action alleges that Tyro engaged in misleading and
deceptive conduct, contravened certain statutory guarantees and breached certain contractual warranties. The claim seeks
compensation and damages from Tyro. Tyro denies the allegations and is defending the proceedings.
It is currently not possible to reliably determine the ultimate impact on the Group of the claims raised in this proceeding and
accordingly no provision has been recognised.
154
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Directors’
Declaration
In the opinion of the Directors:
(a) the Consolidated Financial Statements and Notes of the Group set out on pages 107 to 157 are in
accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance
for the financial year ended on that date; and
(b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they
become due and payable.
(c) the remuneration disclosures set out in the Directors’ Report comply with Accounting Standard AASB 124
Related Party Disclosures and the Corporations Regulations 2001; and
(d) the Financial Statements and Notes also comply with International Financial Reporting Standards as
disclosed in the Financial Statements.
The Directors have been given the declarations by the CEO | Managing Director and Chief Financial Officer
required by Section 295A of the Corporations Act 2001.
The declaration is made in accordance with a resolution of the Directors.
______________________
David Thodey AO
Chair
Sydney, 29 August 2022
______________________
Robbie Cooke
CEO | Managing Director
155
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Independent audit report to the members of
Tyro Payments Limited
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
Report on the audit of the financial report
Opinion
We have audited the financial report of Tyro Payments Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at
30 June 2022, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated 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 Group is in accordance with the Corporations
Act 2001, including:
a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022
and of its consolidated 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 Group 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 (including Independence Standards) (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.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
156
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 2
Valuation of contingent consideration
Why significant
How our audit addressed the key audit matter
As detailed in Note 1(c) of the financial report, the
Group has a long-term merchant acquiring alliance
with Bendigo and Adelaide Bank Limited. The
consideration under the alliance contract included
a contingent component based on future revenue
that is recorded as a liability. The contingent
consideration is required to be re-measured at
each reporting date to reflect the Group’s
estimate of the amount of further consideration it
expects to pay.
Given the value of the contingent consideration
liability recorded and the judgement involved in
measuring the liability, this was considered to be a
key audit matter.
Our audit procedures included the following:
• Read the purchase agreements to obtain an
understanding of the key terms.
• Evaluated, with the involvement of our
valuation experts, the methodology used by
the Group to determine the value of the
contingent consideration at reporting date,
the underlying assumptions and estimates
applied, and the mathematical accuracy of
the supporting calculations.
• We considered the consistency of
judgements and assumptions made with
respect to other accounting estimates and
models.
• Evaluated the financial performance of the
alliance against forecasts on which the
valuation of the contingent consideration is
based.
• Assessed the adequacy of the related
disclosures within the financial report
regarding the contingent consideration.
Remediation provisions
Why significant
How our audit addressed the key audit matter
As detailed in Note 17, during the financial year,
the Group has recorded and made disclosures in
relation to matters requiring merchant
remediation in connection with a terminal outage
incident in January 2021 that affected some of
the Group’s EFTPOS terminal fleet held by
merchants.
This was a key audit matter due to the significant
judgment required to determine a reliable estimate
of the provision.
Key areas of judgment included:
Our audit procedures included the following:
• We developed an understanding of the
Group’s processes for identifying potential
merchant-related remediation obligations.
• We held discussions with management,
reviewed Board of Directors and Board
committee minutes, reviewed
correspondence with merchants and
attended Board Audit Committee and Board
Risk Committee meetings.
• We discussed ongoing and potential legal
matters with management, including General
Counsel, and obtained external legal
confirmations.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
157
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 3
Why significant
How our audit addressed the key audit matter
• The decision as to whether to recognise a
provision and/or disclose a contingent
liability, including whether sufficient
information existed to allow a provision to
be reliably measured; and
• Assumptions used to estimate the
merchant related remediation payments,
including how many merchants will claim
compensation and average compensation
amounts.
• We assessed key assumptions used to
estimate the merchant-related remediation
amounts, including testing of compensation
experience to date.
• Tested the mathematical accuracy of the
provision calculations made.
• For those matters where the Group
determined that a sufficiently reliable
estimate of the amount of the obligation
could not be made and for which no
provisions have been recognised, we
assessed the appropriateness of this
conclusion and any related contingent
liability disclosure.
• We considered the existence of any economic
benefits that would require disclosure as
contingent assets.
• We considered the adequacy of the
disclosures within the financial report related
to the provision.
Recoverability of deferred tax assets
Why significant
How our audit addressed the key audit matter
The financial statements include $13.0 million of
deferred tax assets. The assessment of their
recoverability was subject to significant
judgements made by the Group in forecasting
future taxable profits and determining the
availability and expected timing of utilising the
deferred tax assets against future taxable income
in accordance with tax legislation.
The judgements involve expected business growth
which is dependent upon market and economic
conditions and the ability of the Group to generate
sufficient future taxable profits.
Accordingly, this was considered to be a key audit
matter.
Our audit procedures included the following:
• Assessed the mathematical accuracy of the
Group’s deferred tax asset utilisation model.
• Agreed the amount of unused tax benefits
carried forward as deferred tax assets to
prior period lodged income tax returns.
• Evaluated the Group’s assumptions and
estimates in relation to the likelihood of
generating sufficient future taxable income
based on most recent Board approved
forecasts, prepared by the Group, principally
by performing sensitivity analyses and
evaluating and testing the key assumptions
used to determine the amounts recognised.
• Considered the consistency of judgements
and assumptions made with respect to other
accounting estimates and models.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
158
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 4
Why significant
How our audit addressed the key audit matter
Disclosures relating to deferred tax assets are set
out in in Notes 1(c) and 4.
• Assessed the historical accuracy of the
Group’s previous future taxable profit
forecasts by comparing to actual outcomes.
•
Involved our taxation specialists in reviewing
the Group’s assessment of their ability to
utilise carry forward tax losses in accordance
with income tax legislation.
Revenue recognition – merchant service fees
Why significant
How our audit addressed the key audit matter
As detailed in Note 2 of the financial report, the
Group generated $283.6 million in revenue from
merchant service fees for the year ended 30 June
2022.
Given the importance of revenue to the users of
the financial report, specifically as a key
performance indicator for the Group and a key
metric for senior management of the Group, this
was considered to be a key audit matter.
Our audit procedures included the following:
• Evaluated the Group’s revenue accounting
and assessed whether the Group’s
accounting policies complied with the
requirements of Australian Accounting
Standards.
• Assessed the operating effectiveness of key
controls over the recording of revenue.
• For a sample of merchant service fee
revenue transactions, we obtained
supporting evidence such as customer
contracts and transaction records to support
the timing and value of revenue recognised.
• Analysed accounting entries impacting
revenue that did not arise from the system-
generated reporting of underlying
transactions.
IT systems and controls over financial reporting
Why significant
How our audit addressed the key audit matter
The Group’s operations and financial reporting
systems are heavily dependent on IT systems,
including automated accounting procedures and IT
dependent manual controls. The Group’s controls
over IT systems include:
• The framework of governance over IT
systems;
• Controls over program development and
changes;
Our procedures included evaluating and testing the
design and operating effectiveness of certain
controls over the continued integrity of the IT
systems that are relevant to financial reporting.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
159
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 5
• Controls over access to programs, data
and IT operations; and
• Governance over generic and privileged
user accounts.
Given the reliance on the IT systems in the
financial reporting process, we considered this to
be a key audit matter.
We also carried out specific tests, on a sample basis,
of system functionality that was key to our audit
approach in order to assess the accuracy of certain
system calculations, the generation of certain
reports and the operation of certain system enforced
access controls.
Where we noted design or operating effectiveness
matters relating to IT system controls relevant to our
audit, we performed alternative audit procedures.
We also considered mitigating controls in order to
respond to the impact on our overall audit approach.
Carrying value of goodwill
Why significant
How our audit addressed the key audit matter
As detailed in Note 13, the Group recorded $13.7
million in goodwill as at 30 June 2022. Goodwill is
tested annually for impairment and requires the
Group to estimate the recoverable amount of the
relevant cash-generating unit (CGU) to be
determined. The key inputs and judgements
involved in the impairment assessment includes:
• Determination of CGUs;
• Discount rates, terminal growth rates and
revenue and expense assumptions used in
the discounted cashflow models; and
• Considering the sensitivity of the
impairment assessment to reasonable
possible changes in key assumptions.
Given the high degree of judgement and
complexity in assessing the carrying value of
goodwill, we considered this to be a key audit
matter.
Our audit procedures included the following:
• Assessed the Group’s determination of CGUs
used in the impairment model, based on our
understanding of the nature of the Group’s
business and the economic environment in
which it operates.
• Understood and evaluated the Group’s
process for performing goodwill impairment
assessments and the determination of any
asset impairment outcomes.
• We involved our valuation specialists to
assist in assessing the appropriateness of the
impairment models including key inputs into
the models such as the discount rates and
growth rates.
• We tested the mathematical accuracy of the
impairment models.
• We assessed whether cash flow forecasts
incorporated in the impairment assessment
were consistent with Board approved
forecasts.
• We assessed the Group’s sensitivity analysis
and evaluated whether any reasonably
foreseeable change in assumptions could
lead to an impairment.
• We assessed the adequacy of the disclosures
in Note 13 to the financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
160
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 6
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 Group’s 2022 annual report, but does not include the financial report and
our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
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.
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 Group’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 Group 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
161
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 7
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 69 to 103 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Tyro Payments Limited for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
162
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
Page 8
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Michael Byrne
Partner
Sydney
29 August 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
163
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022FINANCIAL REPORT
164
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 165
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 166
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 Additional
Information
167
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022 l
r
e
d
o
h
e
r
a
h
S
n
o
i
t
a
m
r
o
f
n
I
The shareholder information set out below is based on the information recorded in the Tyro Payments
Limited share register as at 15 August 2022.
Ordinary Shares
Tyro has on issue 517,960,449 fully paid ordinary shares.
Voting Rights
The voting rights attaching to each class of equity securities are set out below:
a. Ordinary shares – On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
b. Options and rights – No voting rights.
Substantial Shareholders
The following is a summary of the current substantial shareholders pursuant to notices lodged with the
ASX in accordance with section 671B of the Corporations Act:
NAME
DATE OF INTEREST
NUMBER OF
ORDINARY SHARES1
% OF ISSUED CAPITAL2
Grockco Pty Ltd
FIL Limited
6 Dec 2019
17 Dec 2021
69,119,528
30,720,474
13.72%
5.96%
1. As disclosed in the last notice lodged with the ASX by the substantial shareholder.
2. The percentage set out in the notice lodged with the ASX is based on the total issued share capital of Tyro at the date of
interest.
On Market Buy-Back
There is no current on-market buy-back in respect of Tyro’s ordinary shares.
Distribution of Securities Held
Analysis of number of ordinary shareholders by size of holding:
RANGE
ORDINARY SHARES1
%
NO. OF HOLDERS
100,001 and Over
395,728,563
77,953,436
21,076,483
19,572,955
3,629,012
76.40
15.05
4.07
3.78
0.70
272
2,920
2,789
7,508
7,321
%
1.31
14.03
13.40
36.08
35.18
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
517,960,449
100.00
20,810
100.00
Unmarketable Parcels
0
0.00
0
0.00
1. Ordinary shares include shares offered to employees under the Company’s incentive arrangements.
There were no holders of less than a marketable parcel of ordinary shares.
168
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022ADDITIONAL INFORMATION
Top 20 Largest Shareholders
The names of the 20 largest quoted equity security holders as they appear on the Tyro share register are listed
below:
NAME
1 CBC CO PTY LIMITED
2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
4 CITICORP NOMINEES PTY LIMITED
5 MS DANITA RAE LOWES
6 INVIA CUSTODIAN PTY LIMITED
7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
8 NATIONAL NOMINEES LIMITED
9 HANS-JOSEF JOST STOLLMANN
10 DYNAMIC SUPPLIES INVESTMENTS PTY LTD
11 PACIFIC CUSTODIANS PTY LIMITED
12 BNP PARIBAS NOMINEES PTY LTD
13 JASGO NOMINEES PTY LTD
14 BNP PARIBAS NOMS PTY LTD
15 JH 7 PROPERTIES PTY LTD
16 SOPHIA-KONSTANTINA FIONA STOLLMANN
17 UBS NOMINEES PTY LTD
18 DROP KNEE INVESTMENTS PTY LTD
19 SINALUNGA PTY LTD
20 EUCLID CAPITAL PARTNERS LLC
NUMBER OF SHARES
% OF TOTAL SHARES
64,719,528
59,355,497
35,189,198
30,228,840
19,028,582
17,500,000
15,211,613
13,654,093
10,659,442
8,600,000
6,224,377
6,002,721
5,060,726
3,470,012
3,272,728
3,261,237
3,118,150
2,568,174
2,482,978
2,425,000
12.50
11.46
6.79
5.84
3.67
3.38
2.94
2.64
2.06
1.66
1.20
1.16
0.98
0.67
0.63
0.63
0.60
0.50
0.48
0.47
Total
312,032,896
60.26
169
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022ADDITIONAL INFORMATION Domicile of Ordinary Shareholders1
DOMICILE
Australia
Australia Capital Territory
New South Wales
Northern Territory
Queensland
South Australia
Tasmania
Victoria
Western Australia
Overseas
Total
1
As at 31 July 2022.
NUMBER OF SHARES
% NUMBER OF HOLDERS
516,306,006
2,516,556
362,595,252
406,373
32,789,953
9,195,329
1,158,824
93,594,807
14,048,912
1,624,795
99.69
0.49
70.01
0.08
6.33
1.78
0.22
18.07
2.71
0.31
20,473
350
9,590
88
3,065
1,247
233
4,567
1,333
185
%
99.11
1.69
46.42
0.43
14.84
6.04
1.13
22.11
6.45
0.89
517,930,801
100.00
20,658
100.00
Unquoted Equity Securities
Performance rights in respect of ordinary shares issued under the Tyro STI and LTI Rights Plans,
the Tyro Remuneration Sacrifice Rights Plan and the Liquidity Event Performance Rights Plan
Options in respect of ordinary shares issued under the Tyro Options Plans
NUMBER ON
ISSUE
8,849,345
21,659,439
Go Online to Manage Your Shareholding
Online share registry facility
Tyro offers shareholders the use of an online share registry facility through www.linkmarketservices.com.au or
https://investorcentre.linkmarketservices.com.au/ to conduct standard shareholding enquiries and transactions,
including:
lodge or update banking details;
• update registered address;
•
• notify Tax File Number / Australian Business Number;
• check current and previous shareholding balances; and
• appoint a proxy to vote at the Annual General Meeting.
170
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022ADDITIONAL INFORMATION y
r
o
t
c
e
r
i
D
e
t
a
r
o
p
r
o
C
Directors
David Thodey AO - Chair of the Board
Robbie Cooke – CEO | Managing Director
Special Counsel and Company
Secretary
Jairan Amigh
David Fite – Non-executive Director
email: jamigh@tyro.com
Claire Hatton – Non-executive Director
Aliza Knox – Non-executive Director
Fiona Pak-Poy – Non-executive Director &
Chair of People Committee
Shefali Roy - Non-executive Director
Paul Rickard – Non-executive Director & Chair
of Audit Committee and Risk Committee
Registered and Principal
Administrative Office in
Australia
Tyro Payments Limited
18/55 Market Street
Sydney, NSW, 2000, Australia
Telephone: 1300 966 639
ABN: 49 103 575 042
Website Address
www.tyro.com
https://investors.tyro.com/investor-centre/
Australian Securities
Exchange (ASX) Listing
Tyro Payments Limited shares are listed on
the ASX under the code TYR.
Director Profiles
Refer to profiles on pages 37 to 41.
Executive Leadership Team
Refer to profiles on pages 42 to 45.
Investor Relations
Giovanni Rizzo
email: grizzo@tyro.com
Media
Monica Appleby
email: mappleby@tyro.com
Auditor
E&Y Australia
200 George Street
Sydney, NSW, 2000, Australia
Share Registry
Link Market Services Pty Limited
Level 12, 680 George Street
Sydney, NSW, 2000, Australia
email: registrars@linkmarketservices.com.au
Telephone within Australia: 1300 554 474
Telephone outside Australia: +61 1300 554 474
Fax: +61 2 9287 0303
To maintain or update your details online
and enjoy full access to all your holdings and
other valuable information, simply visit https://
investorcentre.linkmarketservices.com.au.
Tyro ASX Announcements
Details of all announcements released by
Tyro Payments Limited can be found on our
Investors page at https://investors.tyro.com/
investor-centre/
171
TYRO PAYMENTS LIMITED - ANNUAL REPORT 2022ADDITIONAL INFORMATION
www.tyro.com