A N N UA L R E P O RT 2 0 2 0
WISR LIMITED | ANNUAL REPORT 2020 Contents.
Our Vision
FY20 Highlights
Business Model
Chairman’s review
CEO’s review
Revenue turning point reached
Consistent growth of high quality loan book
COVID-19 impact
Prime quality customer base
FY21 key execution priorities
Core lending products driving strong revenue growth
Expansion via Wisr Ecosystem
Omni-channel distribution
Building a great place to work
One of Australia’s most recognised fintechs
Executive leadership team
Board of directors
Financial report
Directors’ report
Auditor’s independence declaration
Statement of profit or loss and other income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Independent auditor’s report
ASX additional information
Corporate directory
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W IS R LI MITED | ANNUAL REPORT 2020
1
WISR LIMITED | ANNUAL REPORT 2020 Our vision is to
bring financial
wellness to all
Australians.
2
FY20
Highlights.
DELIVERING ON MILESTONES, KEEPING PROMISES
3
WISR LIMITED | ANNUAL REPORT 2020 R E VEN UE GRO WTH UP
LOAN OR IGINAT IONS UP
136%
95%
INCREASE IN LIFETIME
REVENUE RECOGNITION
PER LOAN
500%+
WISR ECOSYST EM UP
389%
LOAN S W RITTEN
TO DATE CI RCA
$250M
9 0+ DAY
AR REA RS DOW N
0.15%
C AS H AT 30 JUNE 202 0
$38.0M
BEST IN-CLASS NET
PR OM OTER SCO RES
+75
+73
+78
CUSTO MER
B ROKER
EMP LOYEE
4
We’ve built a scalable
business model that is...
Purpose-led
A vision to bring financial
wellness to all Australians
Fast-growing
New model already delivering a
profitable operational outcome
136 % R EVENUE GROW TH
9 5% LOAN ORIG INATIONS
OM NI-C HANN EL CUSTOMER R EAC H
389% ECOSYSTEM G ROW TH
Smarter, fairer, fully-digital products with
market-leading customer experience
Innovative Wisr Ecosystem: fast-
growing and data driven channel
Australia’s leading credit score
comparison platform, utilising positive
credit reporting data
Consumer marketing (B2C)
Wisr App banking transaction data helps
customers pay down debt, with any bank
(or Wisr) faster
Broker channel (B2B)
Financial literacy initiatives and
innovative new features to leverage
open banking regime
Strategic partnerships (B2B and B2C)
CUSTOMER DATA POWERS
INTELLIGENT CREDIT ENGINE
5
WISR LIMITED | ANNUAL REPORT 2020 Efficient
Market-leading proprietary
tech platform backed by great
customer service
Automated business engine
Strong funding platform and loan
unit economics
Unique Wisr Ecosystem channel
delivering market-leading economics
with massive
opportunities ahead
New product launch taking
advantage of sizeable market
opportunity
Huge opportunities to scale from small
but growing share of the $120B consumer
finance market1
September launch of new secured product
expands reach to $33B2 market opportunity
Innovation and growth in Wisr Ecosystem to
deliver financial wellness to more Australians
Source: 1Equifax Credit Pulse 2019 (published August 2019),
RBA, APRA 2 Includes consumer and commercial lending
segments. ABS 5601.0 LTM to Dec-19, and ABS 5671.0 LTM to
Nov-18; ABS discontinued ABS 5671.0 in Nov-18.
6
Chairman’s Review.
JOHN NANTES
EXECUTIVE CHAIRMAN
Dear Shareholder,
Key results include:
On behalf of the Board of Directors it gives
me great pleasure to present the Wisr
Annual Report for FY20.
This year has been by far our most
accomplished. The Company has rapidly
responded to the unprecedented challenges
of COVID-19, whilst also delivering above
expectations for loan origination and
revenue growth, improved loan unit
economics and credit performance,
and world-class innovation on the Wisr
Ecosystem of incredibly intelligent financial
wellness products.
We have seen significant increases in
our prime customer base and received
strong shareholder, partner, customer and
stakeholder support as we continue to build
a purpose-led, fully digital and agile fintech
business model that is completely unique in
the Australian financial services market.
MILESTON E ACHIEVE MENTS
A key milestone of the Company’s three-
year strategic plan was to diversify the
funding structure and deliver increased
margins. This significant moment came
to fruition in November 2019, when the
new Wisr Warehouse went live, creating
scalability and the foundations for
continued growth in FY20, and beyond.
Since then, we have continued to achieve
truly remarkable milestones, supporting the
Company’s vision to provide a new type of
lending experience and aggressively grow
market share in-line with risk appetite.
In the last 12 months we have recorded
our best year yet, delivering the increased
margins and revenue that we spoke about
in our FY20 outlook, from the FY19 Annual
Report.
• Operating revenue up 136% to $7.2
million (FY19: $3.0 million)
• 125% revenue growth in H2FY20
compared to H1FY20, as Wisr Warehouse
economics begin to flow through
• Total loan originations of circa $250
million as at 30 June 2020
• Total new loan originations up 95% to
$135.9 million (FY19: $68.9 million)
• A 389% increase (FY20 compared to
FY19) in the Wisr Ecosystem Channel,
with over 239,000 entrants as at 30 June
2020 (FY19: 61,500)
• $38 million of cash and $2.0 million liquid
loan assets as at 30 June 2020
COVI D-19 IMPACT
COVID-19 has fundamentally changed
the way we live, work and communicate.
Millions of Australians have been adversely
affected by COVID-19 and for many
industries, recovery has been shrouded in
uncertainty.
As a financial services industry challenger,
particularly one that is committed to fairer
financial services, we have witnessed the
critical importance of financial literacy and
the access to fair credit, to help change
people’s lives.
However, despite the challenges that have
come to our industry, Wisr’s commitment
to responsible lending, financial wellness
and fairer customer outcomes has
resonated strongly and our results have
also shown how COVID-19 has validated
the Company’s point of difference. We
have seen significant growth across all
of the Company’s key metrics, delivered
consistently strong credit quality and core
business profitability.
7
WISR LIMITED | ANNUAL REPORT 2020 increasing business margins and loan
origination growth, reducing the cost
of customer acquisition, and delivering
more Wisr Ecosystem innovation,
features and experiences.
It is an exciting time for the Company,
one which could not have been
possible if not for the hard work,
advice and expertise of the entire Wisr
team.
Across all areas of the business, the
Company has delivered incredible
results against very challenging
circumstances.
I would like to thank the Board,
Executive Management and all of
Wisr’s staff for their continued
support, vision and experience and
we look forward to helping more
Australians achieve financial wellness
during this truly unprecedented time.
Importantly, the Board and the
Wisr team wish to thank all of our
shareholders, as we value the trust
you place in us to make Wisr the
successful company it is. We look
forward to growing our company this
coming year with you.
It should also be noted that
throughout this time, the Company
has worked closely with our Wisr
Warehouse funders who are very
supportive of Wisr providing customers
with COVID-19 relief. Wisr appreciates
the significant support provided by its
funders during this time.
FINA NC IALS
Wisr Limited is very well capitalised
with $38 million of cash and $2.0
million liquid loan assets as at 30
June 2020. In Q4F20, the Company
achieved a significant milestone from
an operating leverage perspective in
Q4FY20 with a significant reduction in
operating cash burn.
During the FY20 period, the Company
made a Cash EBTDA of $(13.2) million,
and an accounting loss of $(23.5)
million was reported due to significant
non-recurring and other non-cash
items, which were:
• Share based payment expense of
$6.1 million, the majority of which
relates to the reset during the year
of the Board/KMP/Staff incentive
plan for FY20-FY22 (all expensed in
FY20)
• Provision for expected credit loss
expense of $4.1 million driven by the
introduction of the Wisr Warehouse
(as per AASB 9, expected life-of-
loan losses are recognised upfront).
Actual bad debts written-off during
the year were $0.7 million
REV ENUE
Wisr reported revenue of $7.2 million
for the full year ended 30 June 2020.
This was a 136% increase in revenue
compared to the previous financial
year, primarily driven by 95% growth
in loan originations and switching to
the Wisr Warehouse funding model in
H2FY20.
Wisr also focused on innovating and
creating new products and services,
which will directly benefit our
customers financial well-being and
grow its revenue as a result. As part of
this activity the Company announced
a capital raising via a Placement of
approximately 181 million fully paid
ordinary shares (Shares) at an issue
price of 18.5c per share each for a
total amount raised of $33.5 million
to new and existing institutional and
sophisticated investors.
As part of our commitment to
building a purpose-led company with
a focus on financial fairness, the
Board resolved to undertake a Share
Purchase Plan (SPP) to allow all
shareholders to invest in the Company
on the same terms as the Placement.
We did this to ensure a level of parity
for both institutional and retail
shareholders. In a similar fashion to
our Placement, the support for the
Company’s strategy has been strong,
and the SPP was heavily supported
with $3 million raised. In total, the
Company received $36.5 million from
the Placement and SPP.
Other expense items include:
LOOKING FORWA RD
• Increase in employee benefits and
marketing expense driven by scaling
of the Company through growth
investment into the Wisr Ecosystem
• Increase in customer processing
costs driven by growth in loan
volume and entrants into the Wisr
Ecosystem
• Other expenses include Public
Company costs, accounting, legal
fees and administration items
The Company’s pivotal past financial
year has provided a foundation for
significant growth going into FY21.
Fusing the best of emerging fintech
with the operational reliability of a
traditional lender, we will continue
to deliver exceptional customer
experiences and a business model that
is truly innovative, scalable, purpose-
led and built to deliver long term
value.
• Finance costs driven by introduction
of the Wisr Warehouse in H2FY20,
which is on balance sheet
The coming year will see Wisr’s
continued focus on delivering a
globally unique business model,
8
CEO’s Review.
ANTH ONY NANTES
CHIEF EXECUTIVE OFFICER
For the last three years, we’ve been
focused on building a strong foundation of
market-leading technology and proving our
innovative lending model. I am delighted
to say that in FY20 we reached the
turning point in the Company’s strategic
plan, delivering significant growth across
all of our key metrics, achieving pivotal
milestones, as our high-performance
culture thrived, all while facing
unprecedented challenges from COVID-19.
In November 2019, we delivered the key
milestone of the new Wisr Warehouse
funding model which has set the Company
up for significant growth and scale.
Through this new facility, we achieved core
operating cash flow profitability, delivering
significantly improved revenue economics
and operational leverage in H2FY20. In
the second full quarter operating under
the Wisr Warehouse funding model, the
company delivered $2.9M of operating
revenue for Q4FY20, a 50% increase on
Q3FY20 and a 188% increase on Q4FY19.
We were very pleased with the market’s
confidence in our strategy, strongly
supporting the Company’s $36.5 million
capital raise in January 2020. The funds
support the scaling of the core lending
business, the ongoing development and
innovation of the Wisr Ecosystem of
category-defining products, attracting
the best talent from across industries in
Australia and strengthening the balance
sheet.
The Wisr Ecosystem has also created a
competitive advantage in growing Wisr’s
market share of the $120 billion-dollar
consumer finance market, by providing
the Company a strong, unique platform to
scale and grow through its existing product
offerings, as well as future products and
services.
In fact, the Wisr Ecosystem is
differentiating Wisr by not only providing a
platform to scale and grow with increased
operational leverage and market leading
economics, but it significantly reduces
the cost of acquisition. Because we have
genuinely put the customer at the very
heart of the Wisr Ecosystem, we have
been able to connect with customers at
all stages of their financial journey to
improve their financial wellbeing, especially
throughout COVID-19; creating a platform
that is truly significant in this market and
with the ability to reach and improve the
financial wellness of millions of Australians.
COVI D-19
This year, we’ve seen unprecedented
macroeconomic changes with the impact
of COVID-19 as well as the profound shift to
the new normal of working-from-home.
However, COVID-19 has validated Wisr’s
fintech business model, proprietary
technology, and high-performance and
innovative culture. It has ensured the
Company could rapidly respond to COVID-19
conditions, implement a significantly
tightened credit policy, adjust our models
and succeed as a team through these
rapidly changing times.
From the 16 March 2020, we implemented
a work-from-home policy to ensure the
safety and wellbeing of our Wisr team.
Our approach and innovation ensured
there was no disruption to normal
business operations. In that very first
week we achieved a significant company
milestone of surpassing $200 million in
loan originations and since then, we have
continued to break records, recently passing
the $250 million milestone. I couldn’t be
prouder to see the entire Wisr team not
only continue to deliver for the Company
9
WISR LIMITED | ANNUAL REPORT 2020 but also adapt to significant upheaval
in the way they work and go about
their everyday lives.
While we expected a period of
heightened customer hardship
stemming from COVID-19 in Q3FY20
and Q4FY20, this impact has been very
manageable in light of the Company’s
prime customer base and exceptionally
low exposure to high risk sectors. In
response to COVID-19, we made the
decision in March to significantly
tighten our credit policy, as well as
taking a prudent approach to loan
origination in Q4FY20. Despite this,
we have achieved significant new loan
origination growth of 95% and revenue
uplift of 136% for the year.
Our success was also driven by a
consumer sentiment shift from the
incumbents to our business, like in
many other digital-first service and
product sectors, delivering record
growth across Q4FY20, as they look
for fairer, smarter financial wellness
options and products.
In a strong testament to our
customer-centric approach to
responsible lending, customer hardship
requests returned to pre-COVID-19
levels in May 2020 and by the end of
June, we had seen a 75% recovery rate
for COVID-19 hardship customers on
an assistance program. We continue to
proactively reach out to our customers
to understand their circumstances
and how we can help their financial
wellness.
Wisr’s innovative business model and
responsible lending practices has
also secured an initial $30.8 million
investment into the Wisr Warehouse
from the Australian Office of Financial
Management through the Structured
Finance Support Fund. The investment
sits alongside existing financiers and
will support the Wisr Warehouse up to
$200 million.
We also showed our ability to continue
to lend prudently and maintain strong
credit performance, in what is a very
challenging economic environment,
with an average credit score in
Q4FY20 of 723 (and market leading
for unsecured personal loans in our
category), the highest average in the
Company’s history, as well as 90+
Day arrears of 1.44%, reinforcing the
business model and prime nature
of the Company’s loan book, and
customer base.
There has also been an increase in
engagement with B2B Wisr@Work
and Wisr&Co partners to align with
remote work conditions to deliver
solutions that will help to alleviate
the financial stress of companies and
their employees due to COVID-19.
Our B2B programs offer new growth
opportunities by opening up millions
of Australians to the Wisr Ecosystem
through workplace financial wellness
programs. Most exciting, Wisr
completed a highly successful Wisr@
Work Financial Wellness program
with Guild Super, our first partner
in the important superannuation
sector (75,000+ members and 16,000
employers).
Our approach to responsible lending
and credit performance has the
Company well-positioned for growth
through FY21, setting Wisr up for a
strong revenue growth trajectory over
the coming quarters.
SUMM ARY
While the Australian macroeconomic
economic outlook has changed due to
COVID-19, Wisr is strongly capitalised
with a purpose-driven business
model that delivers smarter financial
outcomes for borrowers and investors
and is well-positioned to grow.
As we start FY21, we are very excited
to launch our second credit product,
secured vehicle loans, into the $33
billion-dollar consumer vehicle finance
market. By expanding the Company’s
product mix to address both unsecured
and secured customer needs with
competitive and fairer rates, we can
attract more prime credit quality
customers, deliver exceptional
customer experiences and transform
our customers’ ability to own and
maintain their vehicle. Through the
backing of the Wisr Warehouse, the
new product will also be a significant
contributor to the Company’s loan
book originations and revenue growth
in FY21.
Importantly, we can’t continue
to disrupt and take market-share
without having an amazing and
incredibly talented team driving
us forward. Throughout the year
and especially during COVID-19
as I mentioned earlier, we have
continuously innovated our high-
performance culture to build,
nurture and deliver record shattering
Employee Net Promoter (ENPS) scores.
Q4FY20 was certainly testament to
that hard work with a +94 ENPS, the
highest in the Company’s history.
We have also continued to hire and
retain the most talented people in
the country, and I am delighted to
welcome three critical appointments
to our Executive Leadership Team
during FY20. Joanne Edwards as Chief
Risk and Data Officer, Ben Berger
as Chief Product Officer, and Dr. Lili
Sussman as Chief Strategy Officer.
Their phenomenal experience, talent
and expertise will help take Wisr’s
purpose-led and agile fintech business
model to the next level and I couldn’t
be more excited about the path ahead
of us.
There is no doubt that the
phenomenal achievements of FY20
has positioned Wisr strongly for
the year ahead and despite the
uncertainty of COVID-19, our numbers
and risk exposure clearly show that
our purpose-led business model
can quickly and effectively respond
through COVID-19 disruptions, and
post-recovery. We truly are unique and
provide a clear differentiation in the
market.
As we begin the journey in FY21, we
are building something of real size,
scale and meaning, a Company that
will be scaling, growing market share
in-line with our risk appetite, and
delivering on the enormous potential
in front of us.
To get us there, we have an
energised team, an incredible high-
performance culture, superior
innovation and technology, and a
genuine commitment to improve the
financial wellbeing of Australians, and
shareholders should be excited about
the year ahead of us.
10
Revenue turning
point reached.
Under the Company’s new Wisr Warehouse funding
model, which went live in November 2019, Wisr
delivered strong Q3FY20 and Q4FY20 revenue growth
as the Wisr Warehouse funding model came into
effect for H2FY20.
As the Company scales under the attractive unit
economics of the Wisr Warehouse funding model,
Wisr is set up for significant scaling and revenue
growth in FY21, and beyond.
1 1
WISR LIMITED | ANNUAL REPORT 2020 3,500,000
3,000,000
2,500,000
$
2,000,000
1,500,000
1,000,000
500,000
0
REVEN UE GROW TH
+54%
+50%
+46%
+73%
+7%
+25%
-12%
Q1FY19
Q2FY19
Q3FY19
Q4FY19
Q1FY20
Q2FY20
Q3FY20
Q4FY20
1 2
W IS R LI MITED | ANNUAL REPORT 2020
13
Consistent
growth of
high quality
loan book.
LOAN O RIG IN ATIO NS ($ M )
$132.0M
$23.2M
6%
$108.8M
$21.9M
17%
$86.9M
$18.8M
11%
$68.1M
$16.9M
43%
$51.2M
$11.9M
49%
$23.2M
$2.1M
20%
$26.5M
$3.3M
79%
$39.3M
$7.9M
40%
$31.3M
$4.8M
42%
$244.9M
$42.2M
9%
$202.7M
$38.9M
23%
$163.8M
$31.6M
36%
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
Q1 FY19
Q2 FY19
Q3 FY19
Q4 FY19
Q1 FY20
Q2 FY20
Q3 FY20
Q4FY20
1st $50m
45 MONTHS
2nd $50m
8 MONTHS
3rd $50m
6 MONTHS
4th $50m
4 MONTHS
Total loan originations (cumulative, to scale)
Quarterly loan originations (number)
LOA N BO OK ($ M )
$169.4M
$4.2M
$141.5M
$4.6M
$114.0M
$1.8M
$85.9M
$91.8M
$22.6M
$53.8M
$75.6M
$59.4M
$45.3M
$89.6M
$83.1M
$79.3M
$10.6M
$12.7M
$16.2M
$31.6M
$22.1M
SEP 17
DEC 17
MAR 18
JUN 18
SEP 18
DEC 18
MAR 19
JUN 19
SEP 19
DEC 19
MAR 20
JUN 20
OFF-BALANCE SHEET
WISR WAREHOUSE
OTHER
14
COVID-19 impact.
SHIFT TO FULL-DIGITAL SERVICES AND PRODUCTS
BENEFITS WISR
COVID-19 has brought unprecedented
macroeconomic change for Australia. Our
purpose-led, fully digital and agile fintech
business-model ensured we could rapidly
respond to COVID-19 conditions and adjust
our models instantly.
As Australians have become more
conscious of their own financial situation,
Wisr witnessed a shift to our business
from the incumbents, delivering record
growth across Q4FY20, as did many other
e-commerce and digital-first players across
every industry in Australia.
TOTAL LOAN ORIGINATIONS
REACHED $244.9M IN Q4FY20
$163.8M
$31.6M
$132.0M
$23.2M
$244.9M
$42.2M
$202.7M
$38.9M
Q1 FY20
Q2 FY20
Q3 FY20
Q4FY20
RAPID RESPONSE DELIVERS LOW EXPOSURE
• As at 30 June 2020, $10.3M or 6.12% of total
• The average Equifax CCS score for this group was
portfolio loan balances were on COVID-19 specific
payment assistance, this approximately halved to
$5.6m (3.09%) by 31 July 2020
692 compared to portfolio average of 712
• 30% of this group represent customers who work in
high-risk industries, compared with 14% within the
total portfolio
PORTFOL IO BAL A N CES UNDER A SSISTA NC E
8%
7%
6%
5%
4%
3%
2%
1%
0%
15
3.09% OF TOTAL
PORTFOLIO
MAR-2020
APR-2020
MAY-2020
JUN-2020
JUL-2020
WISR LIMITED | ANNUAL REPORT 2020 COMPANY BACK TO PRE-COVID-19 HARDSHIP LEVELS
• 85% of cases have now come to the end of the
• Wisr continues to proactively reach out to
initial 3 month payment assistance period and 81%
of these have either been remedied or resumed
regular payments
customers on COVID-19 payment assistance via
proactive customer checks-ins
• Of the remaining 19% that requires further
assistance and can’t resume repayment, this
represents 70 accounts which is 0.89% of the total
portfolio, and 0.61% for the Wisr Warehouse
• Due to the tightened credit policy since March
2020, zero COVID-19 payment assistance has
been requested by customers originated after
this date
DAILY REQUEST S
VS HARDSHIPS
GRANTED
80
70
60
50
40
30
20
10
0
CUSTOMERS
UNDER INITIA L
COVID-19
PAYMENT
ASSISTANCE
10-JAN
13-MAR
10-APR
7-MAY
4-JUN
1-JUL
28-JUL
TOTAL REQUESTS
HARDSHIP GRANTED
3 MONTH DEFERRAL PERIOD
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
81% of customers
resumed payments
as at July 2020
MAR-2020
APR-2020
MAY-2020
JUN-2020
JUL-2020
16
Prime quality
customer base.
ATTRACTING AUSTRALIA’S MOST DESIRABLE
CREDITWORTHY CUSTOMERS.
$86,686
AVE RAGE INC O ME
714
AVE RAGE CUSTO ME R
CREDIT SCO RE
3 M PERSONAL LOAN
APPLI CATION S
+75
CUSTOMER NET
PROMOTER SC ORE
0.45%
Current Wisr Penetration
Wisr personal loan
applications in FY20 as
a share of estimated
total personal loan
applications1.
Wisr were brilliant with helping
me get a personal loan. Smooth
sailing all the way through from
start to finish. Excellent staff
with great experience, more
than helpful guiding me through
e-signing documents.
HEATHER | TRUSTP ILOT
The customer service is
efficient and friendly, and in
many ways a 100 times better
than the Big 4 banks. I highly
recommend Wisr.
DEA N | TR USTPILOT
Source: 1 Equifax Credit Pulse 2019 (published August 2019), Wisr data as at 30 June 2020
17
WISR LIMITED | ANNUAL REPORT 2020““ 1%%
20%%
30%%
23%%
1%%
18%%
5%
2%
1%
EDUCATION
1%
SMALL BUSINESS
2%
MEDICAL
2%
HOLIDAY
2%
MOTORBIKE
2%
WATERCRAFT
2%
RECREATIONAL
VEHICLE
3%
GAP
FINANCE
Loans for
customers all
over Australia, for
any worthwhile
purpose.
28%
DEBT
CONSOLIDATION
5%
HOME
CONTENTS
14%
OTHER
18
26%
CAR
12%
HOME
IMPROVEMENTS
W IS R LI MITED | ANNUAL REPORT 2020
FY21 key
execution
priorities.
CORE LENDING AND REVENUE GROWTH
EXPANSION VIA THE WISR ECOSYSTEM
OMNI-CHANNEL PRODUCT DISTRIBUTION
1
2
3
19
WISR LIMITED | ANNUAL REPORT 2020 Core lending products
driving strong revenue
growth in FY21.
WISR PRODU CT
UN S ECU RED PERSO NAL LOA N
SECURED VEH ICLE LOAN
FEATURES
• Great low rates based on borrowers’ strong credit history
• Borrow between $5,000 and $60,000
• Loan terms of 3, 5 and 7 years
• No ongoing or early repayment fees
UNIQUE
SELLING POI NT
Access to Wisr Ecosystem providing a deep, data enriched experience, going on
the journey with the borrower to help them stay on track with repayments and
make extra repayments through round-up transactions
MA RKET
OP PORTUNI TY
$39B1 Consumer unsecured lending
OR Over 3 million personal loan
applications expected per annum
$80B+2 of annual vehicle sales and
$33B+3 annual market for consumer
vehicle financing
WI SR
APPROACH
IN FY2 1
• Lead the market in operational and
customer experience excellence
• Take significant market share
• Launching in Q1FY21 with super
competitive secured lending product
with market leading flexibility
• Omni-channel distribution including
Wisr Ecosystem, direct to consumer,
partnerships and broker channel
UNI T
ECONOMI CS
AND REVENUE
• A near tripling of loan unit economics compared to previous funding structure,
with full revenue recognition delivering 136% revenue growth in FY20 vs FY19 –
just 8 months under the new funding model
• Company set up for continued strong revenue growth and scale in FY21
and beyond
Source: 1 Equifax Credit Pulse 2019 (published August 2019) 2 Royal commission into misconduct in the banking, superannuation and financial services
industry: Report - Some Features of Car Financing in Australia 3 Includes consumer and commercial lending segments. ABS 5601.0 LTM to Dec-19, and
ABS 5671.0 LTM to Nov-18; ABS discontinued ABS 5671.0 in Nov-18.
2 0
Expansion via the
Wisr Ecosystem.
Over the past 2 years, Wisr delivered on the preliminary roll-out of the Wisr Ecosystem, introducing over
239,000 Australians as at 30 June 2020. The Wisr Ecosystem includes a number of individually powerful and
collectively unique products, aligned to financial wellness.
ECOSYSTEM HIGHLIGHTS INCLUDE:
Customers introduced through the Wisr
Ecosystem are 2.5x more likely to settle a loan
Deep, data-driven relationships with
customers
Over $1M in consumer debt repaid
through Wisr App
2 1
WISR LIMITED | ANNUAL REPORT 2020 The Wisr Ecosystem matures from a channel
building phase into a unified experience in
FY21 via the Wisr Profile.
The Wisr Profile is the gateway into lending, credit score and round-up products, and enables the opportunity
to build a deep, data-driven understanding of the customer.
W I SR PROF ILES IN CLUDE CUSTO M ERS W H O:
• Receive a personal loan estimate
• Access their credit scores
• Take out a loan
• Set up a profile on Wisr App
WISR CU STOM ER P ROF IL ES
250,000
200,000
150,000
100,000
50,000
0
SEP-18
DEC-18
MAR-19
JUN-19
SEP-19
DEC-19
MAR-20
JUN-20
2 2
Omni-channel
distribution.
To provide our customers with a consistent and smooth experience, as well as
maximising conversion rates and revenue, in FY21, Wisr will be growing the Company’s
omni-channel distribution including the Wisr Ecosystem, direct-to-customer,
partnerships and broker channels.
Broker Channel
Introducers and Aggregators are supported through our
online broker portal, and assisted by a dedicated team
Strategic Partnerships
Helping companies create financial wellness programs for
employees, and opening up new revenue streams through
branded lending products
2 3
WISR LIMITED | ANNUAL REPORT 2020 Wisr Ecosystem channels
Cultivating strong, data-driven customer relationships while
lowering costs
WI SR APP
WISR CREDIT
DIRECT
Other external channels
Further extending Wisr’s reach to Australian consumers
through trusted third-party brands
24
Building a great
place to work.
At Wisr, we don’t just want to lead the industry, we want to be Australia’s #1 place
to work. And we’re delivering!
Constant innovation of our high-performance culture ensures we deliver
phenomenal results through:
• Being customer obsessed
• Championing inclusion, diversity
• Helping each other to be amazing
• Taking responsibility and
accountability
• Asking the hard questions for
continuous improvement and
innovation
and social responsibility
• Attracting and retaining the very
best talent
• Bringing your authentic self to
work every day and enjoying the
success that hard work brings
Through FY20, our already
market-leading ENPS
scores skyrocketed as our
incredible culture was
tested by COVID-19.
+94
JUN-20
+78
DEC-19
+76
MAR-20
+63
SEP-19
+61
JUN-19
2 5
WISR LIMITED | ANNUAL REPORT 2020 One of Australia’s most
recognised fintechs.
2 6
Executive leadership team.
A NT HONY NANTES
CHIEF E XECUTIVE OF FIC ER
AN DRE W G OOD WIN
CHIEF FINA NCIAL OFFICER
Anthony has a proven track record in technology and
business innovation across multiple sectors. Prior to
being the Chief Executive Officer of Wisr, Anthony was
the Chief Operating Officer at fintech Prospa, an online
lender focusing on the SME market. During his tenure
there, Deloitte recognized the company as the fastest
growing technology company in Australia.
Andrew has over 15 years’ experience in the financial
services industry, including investment banking and
principal investment with Macquarie Capital, as well as
having worked across Europe and Asia. Prior to Wisr,
Andrew was partner at Draycap, a secondary private
equity and infrastructure firm, and preceded his time
at Macquarie Capital at FontEnergy, and in particular
KPMG where he was focussed on assurance and
advisory for the Financial Services sector.
JOANNE EDWARDS
CHIEF RISK AND DATA O FFIC ER
JA MES GO ODW IN
CHIEF MA RKETIN G OFFICER
Joanne is a respected leader of multiple disciplines
within Banking, with 17+ years’ experience ranging
from credit risk, product management, pricing,
analytics and strategic project delivery. Joanne is
passionate about using data and analytics to solve
business problems, drive profitable growth, streamline
processes and improve customer experience.
James is a marketing and communications professional
with a passion for leading high-performance teams.
At Wisr, James is responsible for the delivery of
Wisr’s purpose-led brand strategy and customer-
first marketing approach. He has over 12 years’
of experience in advertising and marketing, with
extensive experience in the financial services sector
working with brands including Bankwest, ING and
American Express.
2 7
WISR LIMITED | ANNUAL REPORT 2020 DR LILI SUSSMAN
CHIE F STRATEGY OFF IC ER
M ATHEW LU
CHIEF O PER ATING O FFICER
Lili has diverse international experience across the
public, social purpose and corporate sectors. She has
worked with government, international development
organisations, BCG, and the Commonwealth Bank.
Prior to Wisr, Lili was the Chief Strategy Officer at
social impact investing not-for-profit, Social Ventures.
Lili holds a PhD in Political Science from Harvard
University and has taught at Harvard and Yale.
Mathew brings a wealth of financial services
experience twinned with a deep technology background
where he started his career as an IT management
consultant with Accenture. Prior to joining Wisr,
Mathew was with the Commonwealth Bank as
Executive Manager for the Retail and Commercial
Credit Cards business, and is adept at leading the
delivery of large scale transformational changes.
PE TER BEAUMON T
CHIE F COMMERC IAL OF FIC ER
B EN B ERG ER
CHIEF P RO DUCT OF FICER
Peter is a senior business executive with over 25 years’
global banking, finance and project delivery experience
gained with leading international investment banks
Citibank, UBS AG, Bank of America Merrill Lynch
and ABN AMRO. Peter brings to Wisr a broad set of
customer acquisition and client sales leadership skills
along with deep experience transitioning high volume
financial products businesses from traditional channels
to online processing models.
Ben is a widely respected leader with over 19 years’
experience in product management, UX and technology
innovation. His experience is across all stages of the
product life cycle, from analysing and formulating a
market approach to building and delivering innovative
tech-driven solutions that create amazing customer
experiences and services. Prior to Wisr, Ben was Head
of Product at THE ICONIC.
2 8
Board of Directors.
J OH N NANTES
EXECUTIVE CHAIRMAN
BA, U Melbourne; BComm, U
Melbourne; LLB, Deakin U; Dip. Fin
Planning
Mr Nantes has over 24 years’
experience in Financial Services,
Private Equity, Tax and Accounting,
Corporate Finance, Capital Markets,
and M&A. He is also the Executive
Chairman of Cashwerkz, a leading
fintech in Australia, as well as a
non-executive director for Thinxtra,
a public non-listed IOT technology
company and advises Adcock Private
CRAIG SWAN GER
NON-EXE CUTIV E DIRE CTOR NON-EXECUTIV E DIR ECTOR
CHR IS W HITEHEAD
BSC Agr. U. Sydney; MBA, FAICD
Mr Swanger has extensive board
B.Sc (Chem), U Manchester; Advanced
Management, U. Penn-Wharton
experience, including Macquarie
Mr Whitehead has over 30 years’
Bank’s major funds management
experience in financial services and
entity, Macquarie Investment
technology, over a wide range of
Management Limited and a total
roles. He is currently the Managing
of 15 internal and external boards
Director and CEO of FINSIA,
since 2003. Since Macquarie, Mr
Australia’s leading professional body
Swanger has invested in and advised
in financial services. He was formally
a large portfolio of technology
CEO of Credit Union Australia from
companies across finance, health and
2009 to 2015, Regional Director at
entertainment.
the Bank of Scotland from 2007
to 2008 and Chief Executive Retail
Banking at BankWest from 2001 to
Equity in a CEO capacity.
More specifically in areas related to
Mr Nantes has a strong reputation
for building growth businesses
especially those reliant on technology
and innovation, having previously
also held roles such as; Group
Head of WHK/Crowe Horwath
Wealth Management, CEO Prescott
Securities, and Executive roles at St
George Bank/ Bank SA and advisory
and leadership advisory roles at
Colonial State Bank.
Wisr, Mr Swanger was Chairman of 5
of the largest debt listed investment
2007.
companies in Australia and New
Prior to this he was CIO at BankWest
Zealand issued over the past decade,
and Advance Bank. He worked in
and more recently worked with
the IT sector for 15 years, including
Australia’s largest corporate bond
leading a successful start-up and in
and securitization distribution
marketing and technical roles for a
specialists, is on the board of
global technology provider.
Xinja Bank and on the Investment
Committee for two investors in SME
financing in Australia and Asia.
Mr Whitehead has previously served
as non-executive director for Cuscal
Limited, St Andrews Insurance Group
and a number of other financial
services, technology and community
organisations.
2 9
WISR LIMITED | ANNUAL REPORT 2020 30
W IS R LI MITED | ANNUAL REPORT 2020
Financial
report.
FOR THE YEAR ENDED 30 JUNE 2020
3 1
WISR LIMITED | ANNUAL REPORT 2020 WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Directors’ Report.
For the year ended 30 June 2020
The directors present their report, together with the financial statements, on the consolidated entity (also referred
to hereafter as the Group) consisting of Wisr Limited (referred to hereafter as the Company or Parent Entity) and the
entities it controlled at the end of, or during, the year ended 30 June 2020.
Directors
The following persons were directors of the Company during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Name
Position
John Nantes
Executive Chairman
Craig Swanger
Non-Executive Director
Chris Whitehead
Non-Executive Director
Particulars of each director’s experience and qualifications are set out later in this report.
Principal activities
During the financial year, the Group’s primary activity was writing personal loans for 3, 5 and 7-year maturities to
Australian consumers, then on-selling these loans to retail, wholesale and institutional investors. The Wisr Warehouse
went live in November 2019, which is the go forward funding source for writing personal loans.
Review of operations
Key Group highlights include:
-
-
-
-
-
-
-
Operating revenue up 136% to $7.2m (FY19: $3.0m)
125% revenue growth in H2FY20 compared to H1FY20, driven by switching to the Wisr Warehouse funding
model in H2FY20
Total loan originations $244.9m as at 30 June 2020
Total new loan originations up 95% to $135.9m (FY19: $68.9m)
Total portfolio arrears are down with 90+ Day arrears of 1.44% at 30 June 2020 (FY19: 1.59%)
A 389% increase (FY20 compared to FY19) in the Wisr Ecosystem, with over 239,000 entrants as at 30 June
2020 (FY19: 61,500)
The Company is well capitalised with $38.0m cash and $2.0m liquid loan assets available for sale as at 30 June
2020 (FY19 $11.99m cash)
The Company raised $36.5m, in a strongly supported equity raise in H2FY20
-
- Wisr Warehouse (debt facility) went live in November 2019, delivering significantly improved unit economics
-
-
and operational leverage
An increase in committed funding into the Wisr Warehouse from $95m to $150m in July 2020
An initial investment of $30.8m from the Australian Office of Financial Management through the SFSF into
the Wisr Warehouse, supporting the facility up to $200m
New funding model delivered
As at 30 June 2020, Wisr reached $244.9m in total loan originations since inception, with the year delivering $135.9m
in new loan originations, a 95% increase on FY19 ($68.9m).
In response to COVID-19, a dual funding model was adopted with the majority funded from the Wisr Warehouse. Under
the Group’s new Wisr Warehouse funding model, Wisr achieved core operating cash flow profitability in H2FY20,
delivering significantly improved unit economics and operational leverage, including $7.2m in operating revenue for the
year, a 136% increase on FY19 ($3.0m).
As at 30 June 2020, the Wisr Warehouse had a loan book balance of $85.9m, with circa 3.5% p.a. funding cost.
In July 2020, the Group announced that the Australian Office of Financial Management (‘AOFM’) approved an initial
investment of $30.8m into the Wisr Warehouse, through the Structured Finance Support Fund. The investment will be
alongside existing senior and mezzanine investors and will support the warehouse up to $200m, creating ample lending
runway. As at the date of this report there is $150m committed funding in the Wisr Warehouse.
32
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Review of operations (cont.)
The 4 classes of notes for the Wisr Warehouse as at the date of this report are:
-
-
-
Class 1 NAB
Class 2 & 3 Blue Chip Australian Financial Institution and Australian Office of Financial Management
Class 4 Wisr (5% of capital structure)
COVID-19 impact and response
Wisr rapidly responded to COVID-19 by implementing a significantly tightened credit policy from 31 March 2020, as well
as taking a prudent approach to lending in Q4FY20.
The tightened credit policy resulted in zero COVID-19 payment assistance being requested by customers for any loans
settled after 31 March 2020.
As at 30 June 2020, $10.3m or 6.12% of total portfolio loan balances were on COVID-19 specific payment assistance,
this reduced to $5.6m (3.09% of the total portfolio) by 31 July 2020. The average Equifax CCS score for this group was
692 compared to the portfolio average of 712. 30% of this group represent customers who work in high-risk industries,
compared with 14% within the total portfolio.
Wisr’s customer-centric approach to responsible lending in Q3F20 and Q4FY20, resulted in customer hardship requests
returning to pre-COVID-19 levels in May 2020 and as at 30 June 2020, the recovery rate for COVID-19 hardship customers
was 75%, increasing to 81% by 31 July 2020.
The remaining 19% that require further assistance, represent 70 accounts which is 0.89% of the total portfolio, and
0.61% for the Wisr Warehouse.
Wisr wrote prime quality credit during COVID-19, with total portfolio arrears down with 90+ Day arrears of 1.44% as at
30 June 2020 (FY19: 1.59%). In line with APRA’s regulatory approach and Wisr COVID-19 arrears policy, loans deferred
as part of COVID-19 support packages are not included in arrears, where the loans were otherwise performing (defined
as <90 days).
Financial Position and Loan Book
The Group is very well capitalised with $38.0m of cash and $2.0m liquid loan assets as at 30 June 2020, following a
strongly supported capital raise in H2FY20.
AASB 9 requires a forecast of lifetime expected credit losses that uses a three-staged approach based on the credit
profile of the receivable. The total loan impairment expense for FY20 was $4.10m (4.6% of balances) this represents
$0.66m actual loss and $3.50m incremental provisions for expected future credit loss, and $0.06m recoveries.
With consolidation of the Wisr Warehouse, loans held on the balance sheet have grown significantly which increased
the expected credit loss provision. During the financial year, Wisr took an additional provision of $0.79m for COVID-19.
Loans on a COVID-19 payment assistance, where normal payments have not resumed, have been subject to a lifetime
stage 2 provision.
Total provisions increased from $0.24m 1 July 2019 to $3.73m 30 June 2020, equating to a total provision coverage
ratio of 4.2%.
The Group had a $169.4m total loan book as at 30 June 2020. A dual funding model was adopted in response to COVID-
19 with the majority of loans still funded via the Wisr Warehouse. The off-balance sheet facility will continue to
generate revenue as the book runs off with the Wisr Warehouse, the go-forward funding source, with vastly improved
loan unit economics.
Revenue
In H2FY20, just eight months under the Company’s new Wisr Warehouse funding model, Wisr delivered significantly
improved unit economics and operational leverage, including $7.2m in operating revenue, a 136% increase on FY19
($3.04m). This was driven by 95% growth in loan originations from $68.9m in FY19 to $135.9m in FY20.
33
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Review of operations (cont.)
Expenses
The Group turned a corner from an operating leverage perspective in Q4FY20 with a significant reduction in operating
cash burn.
For FY20, the Group made a Cash EBTDA of $(13.2)m and an accounting loss of $(23.5)m, due to significant non-
recurring and other non-cash items during the period:
-
-
Share based payment expense of $6.1m, the majority of which relates to the reset during the year of the
Board/KMP/Staff incentive plan for FY20-FY22
Provision for expected credit loss expense of $4.1m driven by the introduction of the Wisr Warehouse (as per
AASB 9, expected life-of-loan losses are recognised upfront). Actual bad debts written-off during the year were
$0.7m.
Other expense items include:
-
-
-
-
Increase in employee benefits and marketing expense driven by scaling of the Group through growth
investment into the Wisr Ecosystem
Increase in customer processing costs driven by growth in loan volume and entrants into the Wisr Ecosystem
Other expenses include Public Company costs, accounting, legal fees and administration items
Finance costs driven by introduction of the Wisr Warehouse in H2FY20, which is on balance sheet.
Wisr Ecosystem
In FY19 and FY20, the Group delivered on the preliminary roll-out of the Wisr Ecosystem, introducing over 239,000
Australians (FY19: 61,500), an increase of 389% as at 30 June 2020. Wisr App has now paid down over $1m in customer
high-interest debt.
Through the Wisr Ecosystem channel, customers are 2.5x more likely to settle a loan than from any other channel,
delivering significant cost advantages and deep, data-driven customer relationships.
The Company’s B2B distribution strategy, Wisr@Work and Wisr&Co continues to grow, with the successful completion
of the pilot Wisr@Work Financial Wellness program with early childhood educator, Guardian Childcare & Education
(through Guild Super) and a referral partnership (Wisr&Co) with next generation consumer network, One Big Switch.
Outlook – FY21 and Beyond
In FY20, the Group proved Wisr’s purpose-led, fully digital and agile fintech business model could rapidly respond to
COVID-19 conditions, instantly adjust operating models and succeed through unprecedented macroeconomic changes.
The innovative Wisr Ecosystem differentiates Wisr by not only providing a platform to scale and grow with increased
operational leverage and market leading economics, but also enables the Group to support customers and improve
their financial wellness.
Across all areas of the business, Wisr’s team has delivered strong results against very challenging circumstances. The
Group continues to innovate Wisr’s high-performance culture, delivering a record +94 Employee Net Promoter score
during COVID-19, in Q4FY20.
The Group is set up for continued strong revenue growth and scale in FY21, and beyond, delivering a new and fairer
type of lending experience for Australian consumers.
Key executive priorities for FY21:
Loan origination growth
Continue to safely grow significant market share of unsecured personal loan
-
- Maintain credit quality and improve loan unit economics to deliver a greater share of revenue per loan to Wisr
-
-
-
Lead the market in operational and customer experience excellence
Launch secured vehicle product in Q1FY21 into $33B market opportunity
Opportunity to re-adjust credit model, driving growth and expansion
34
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Review of operations (cont.)
Expansion via the Wisr Ecosystem
-
-
Build Wisr Ecosystem into a unified experience in FY21 via the Wisr Profile; the gateway into lending, credit
score and round-up products
Deliver more innovation, features and experiences in the Wisr Ecosystem
Omni-Channel Product Distribution
-
-
-
-
Grow omni-channel distribution including Wisr Ecosystem, direct to consumer, partnerships and broker channel
Increase Wisr@Work and Wisr&Co financial wellness programs for employees, and open up new revenue streams
through branded lending products
Increase Introducers and Aggregators through the Groups online broker portal
Further extend Wisr’s reach to Australian consumers through trusted third-party brands
People
-
-
Expand the team and culture while continuing to achieve high-performance outcomes
Continue to bring diversity and inclusion throughout all hiring areas
Dividends
There were no dividends declared or paid in the financial year.
Significant changes in state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Events since the end of the financial year
COVID-19 hardship
As at 30 June 2020, $10.3m or 6.12% of total portfolio loan balances were on COVID-19 specific payment assistance,
this reduced to $5.6m (3.09% of the total portfolio) by 31 July 2020. Wisr’s recovery rate for COVID-19 hardship
customers was 75% as at 30 June 2020, increasing to 81% by 31 July 2020.
Secured vehicle
In September 2020, the Company launched the second credit product, secured vehicle product, to enter the $33 billion
dollar auto finance market. The product is supported by the Wisr Warehouse with potential for a dedicated facility at
scale.
Secured note
In September 2020, the Group’s secured note was repaid as it reached maturity.
AOFM funding approval
In July 2020, the Company announced that the Australian Office of Financial Management (‘AOFM’) had approved an
initial investment of $30.8 million into the Wisr Warehouse through the Structured Finance Support Fund. The
investment will be alongside existing senior and mezzanine financiers and will support the Wisr Warehouse up to $200
million.
Environmental matters
The Group is not subject to any significant environmental regulations under Australian Commonwealth or State law.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of
the company or any related entity against a liability incurred by the auditor. During the financial year, the company
has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
35
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Information on directors
The names and details of the Company's directors in office during the financial year and until the date of this report
are presented below.
John Nantes
- Executive Chairman
Qualifications
Experience
- LLB, B.Comm, B.A., Dip Financial Planning
- Mr Nantes has over 24 years of experience in Financial Services, Private Equity, Tax and
Accounting, Corporate Finance, Capital Markets, and M&A. He is also the Executive Chairman
of Cashwerkz, a leading fintech in Australia, as well as a non-executive director for Thinxtra, a
public non-listed IOT technology company and advises Adcock Private Equity in a CEO capacity.
Mr Nantes has a strong reputation for building growth businesses especially those reliant on
technology and innovation, having previously also held roles such as; Group Head of WHK/Crowe
Horwath Wealth Management, CEO Prescott Securities, and Executive roles at St George Bank/
Bank SA and advisory and leadership advisory roles at Colonial State Bank.
Interest
in shares
and options as at 30
June 2020
Former directorships
(last 3 years)
Other
directorships
current
- Ordinary shares held: 10,767,015
Performance rights held: 8,350,000
- None
- Cashwerkz Limited (ASX: CWZ)
Craig Swanger
- Non-Executive Director
Qualifications
Experience
- BCom (Hons), Graduate Diploma in Financial Markets
- Mr Swanger has over 20 years of experience in financial services. He was Executive Director of
Macquarie Global Investments, responsible for managing around $10bn in client funds across
Asia, North America and Australia.
Mr Swanger has extensive board experience, including Macquarie Bank’s major funds
management entity, Macquarie Investment Management Limited and a total of 15 internal
and external boards since 2003. Since Macquarie, Mr Swanger has invested in and advised a
large portfolio of technology companies across finance, health and entertainment. More
specifically in areas related to Wisr, Mr Swanger was Chairman of 5 of the largest debt listed
investment companies in Australia and New Zealand issued over the past decade, and more
recently worked with Australia’s largest corporate bond and securitization distribution
specialists, is on the board of Xinja Bank and on the Investment Committee for two investors
in SME financing in Australia and Asia.
in shares
Interest
and options as at 30
June 2020
Former directorships
(last 3 years)
Other
directorships
current
- Ordinary shares held: 4,693,619
Performance rights held: 4,640,000
- None
- Cashwerkz Limited (ASX: CWZ)
36
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Chris Whitehead
- Non-Executive Director
Qualifications
Experience
in shares
Interest
and options as at 30
June 2020
Former directorships
(last 3 years)
Other
directorships
current
- BSc in Chemistry, Wharton Advanced Management Program, FAICD, F Fin
- Mr Whitehead has over 30 years’ experience in financial services and technology, over a wide
range of roles. He is currently the Managing Director and CEO of FINSIA, Australia’s leading
professional body in financial services. He was formally CEO of Credit Union Australia from
2009 to 2015, Regional Director at the Bank of Scotland from 2007 to 2008 and Chief
Executive Retail Banking at BankWest from 2001 to 2007.
Prior to this he was CIO at BankWest and Advance Bank. He worked in the IT sector for 15
years, including leading a successful start-up and in marketing and technical roles for a global
technology provider.
Mr Whitehead has previously served as non-executive director for Cuscal Limited, St Andrews
Insurance Group and a number of other financial services, technology and community
organisations.
- Ordinary shares held: 4,450,000
Performance rights held: 4,640,000
- None
- None
Information on company secretaries
Vanessa Chidrawi
Experience
May Ho
Experience
- Vanessa is a highly experienced governance professional, having held leadership and executive
management roles in companies listed on ASX, TSX, Nasdaq and JSE over the past fifteen years.
She obtained degrees in law and commerce and then practised as an attorney for twelve years
before entering the corporate world.
Vanessa has acted as company secretary to a range of companies listed on ASX and TSX and
brings with her a wealth of experience in governance management, board advisory, corporate
structuring and capital raising in the listed company space.
- Miss Ho holds a Bachelor of Laws and Bachelor of Business (Accounting Major) degree and has
completed a Graduate Diploma in Applied Corporate Governance.
She is currently also Financial Controller and Compliance Officer of the Group.
Miss Ho has also had over 3 years’ experience practicing as a solicitor in a private law firm in
Sydney.
37
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Indemnification and insurance of officers and auditors
The Group has entered into agreements with the following to indemnify them against liabilities incurred in their
capacity as an officer/director of the Group to the extent permitted by law:
-
-
-
-
-
-
John Nantes
Craig Swanger
Chris Whitehead
Peter Beaumont
Vanessa Chidrawi
Leanne Ralph
Stephen Porges
Campbell McComb
-
-
- Winton Willesee
-
-
Andrew McKay
Robert Parton
During the financial year, the Group incurred a premium to insure the directors and officers of the Group. Disclosure of
the nature of the liabilities covered and the amount of the premium payable is prohibited by the insurance contract.
The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law
indemnified or agreed to indemnify an officer or auditor of the company or any of its controlled entities against a
liability incurred as such an officer or auditor.
Meetings of directors
The number of meetings of the Company’s Board of Directors and of each board committee held during the year ended
30 June 2020, and the number of meetings attended by each director were:
Directors' Meetings
Risk Committee Meetings
Number
eligible to
attend
13
13
13
Number
attended
13
13
13
Number
eligible to
attend
1
-
1
Number
attended
1
1
1
John Nantes
Craig Swanger
Chris Whitehead
Proceedings on behalf of the Company
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237
of the Corporations Act 2001.
Non-audit services
The BDO entity performing the audit of the Group transitioned from BDO East Coast Partnership to BDO Audit Pty Ltd
on 25 September 2020. BDO Audit Pty Ltd will continue in office in accordance with section 327 of the Corporations Act
2001. The Company may decide to engage the auditor on assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Group are important.
The following fees were paid or payable to BDO for non-audit services provided during the year ended 30 June 2020:
$
4,000
9,900
Accounting advice services
Taxation services
The directors are satisfied that the provision of non-audit services during the financial 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.
38
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Non-audit services (cont.)
The directors are of the opinion that the services as disclosed in note 18 to the financial statements do not compromise
the external auditor's independence requirements of the Corporations Act 2001 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 and Ethical Standards Board,
including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity
for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
Auditor's independence declaration
The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended
30 June 2020 has been received and can be found within the financial report.
Performance rights
At the date of this report, the unissued ordinary shares of Wisr Limited under performance rights are as follows:
Effective Grant Date
Date of Expiry
Exercise Price
Number under Performance Rights
19 February 2019
1 September 2019
1 September 2019
1 September 2019
31 July 2021
31 July 2021
31 July 2022
30 June 2022
Nil
Nil
Nil
Nil
10,878,952
5,741,098
5,741,120
39,350,000
61,711,170
Performance rights holders do not have any rights to participate in any issues of shares or other interests of the
Company or any other entity.
There have been no performance rights granted over unissued shares or interests of any controlled entity within the
Group during or since the end of the reporting period.
For details of performance rights issued to directors and executives as remuneration, refer to the remuneration report.
0BCorporate governance statement
Our Corporate Governance Statement is available on our website at: www.wisr.com.au/About/Policies.
39
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report
Letter from Chairperson of the Remuneration and Nominations Committee
Dear Shareholders,
On behalf of the Board, I am pleased to present Wisr’s Remuneration Report (Report) for the financial year ended 30
June 2020 (FY20).
This report outlines Wisr’s remuneration strategy set by the Board in 2019 and executed over the past 12 months.
Wisr’s remuneration framework, as outlined in the accompanying Report, reflects our commitment to deliver
competitive remuneration for outstanding performance in order to attract and retain talented individuals, while
aligning the interests of executives and shareholders. Most importantly in FY20 and FY21, cash conservation was and
continues to be the key to protect shareholder value and avoid unnecessary dilution.
As such, performance-based non-cash remuneration forms a significant portion of Wisr’s remuneration strategy. This
approach is used for KMPs, directors and senior management, and the KPIs and behaviours required to qualify for
awards are linked all the way through the organisation, aligning values, behaviours and shareholder-interests.
When it comes to KMPs and directors in particular, Wisr’s strategy involves recipients receiving significantly less fixed
(cash) remuneration than their market value. The trade-off for them is that they receive equity-based incentives that
could take their total remuneration to more than their market value.
This is an “executives win only if shareholders win” remuneration strategy targeted at entrepreneurial leaders that will
back themselves to deliver for shareholders. If shareholder returns don’t perform at 15% p.a. at least, total
remuneration will be well below market as it will be limited to fixed cash remuneration and potentially STI where
applicable. If they exceed 15% p.a. but less than 30% p.a., total remuneration will be in line with market for the same
individuals; and if returns reach 200% or more over the three year period, total remuneration will be above market.
Similarly and unlike many remuneration approaches for ASX-listed companies, equity-based incentives also require
minimum service and behaviour standards, and for KMP and directors, there is also a voluntary escrow agreement
committing to holding performance incentive equity until 30 June 2022.
The total value of these packages has been benchmarked to relevant peers on the ASX in terms of fixed (cash)
remuneration components and maximum remuneration. The share price triggers were set in consultation with KMPs,
with the team collectively choosing shareholder return triggers well above those typically used by peers on the ASX,
allowing us greater alignment of interests while managing the cost of the total packages.
Regarding STI, each year the Board will assess several factors including the quality of the results, adherence to risk
management policies, achievement against individual objectives and the effectiveness of strategic initiatives
implemented to determine the extent to which the overall outcomes adequately reflect actual performance and returns
to shareholders.
This Report is structured to provide shareholders with insights into the remuneration governance, policies, procedures
and practices being applied. Remuneration is a complex topic, particularly when equity-based incentives are included.
We trust that should you have any questions about the rationale for our approach or any of the details, that you will
let us know.
Craig Swanger
Chairperson, Remuneration and Nominations Committee
40
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited)
Wisr Limited’s 2020 remuneration report sets out remuneration information for the Company’s directors and other
key management personnel.
The report contains the following sections:
a) Key management personnel disclosed in this report
b) Remuneration governance
c) Service agreements
d) Details of remuneration
e) Equity instruments held by key management personnel
f) Movement in performance rights
g) Fair value of performance rights
a) Key management personnel disclosed in this report
The key management personnel are those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group, directly or indirectly, including any director (whether executive or
otherwise) of the Parent Entity.
During the year ended 30 June 2020 and up to the date of this report, the following were classified as key management
personnel:
Name
Position
John Nantes
Executive Chairman
Craig Swanger
Non-Executive Director
Chris Whitehead
Non-Executive Director
Anthony Nantes
Chief Executive Officer
Andrew Goodwin
Chief Financial Officer
b) Remuneration governance
The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
-
-
-
-
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage and alignment of executive compensation;
transparency; and
capital management.
i. Our remuneration framework
Wisr’s remuneration strategy is approved by the Board. A Remuneration and Nominations Committee (RNC) was
established on 26 June 2020. The role of the RNC is set out in its charter, which is reviewed annually.
41
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
b) Remuneration governance (cont.)
Wisr Remuneration Framework (2019-2022)
Objectives
Attract, motivate
and retain executive
talent required to
deliver strategy.
Appropriately
balance fixed and at-
risk components.
Create reward
differentiation to
drive performance
values and
behaviours.
Create shareholder
value through
equity alignment.
Remuneration
Component
Total Remuneration
(TR)
Total Fixed
Remuneration (TFR)
Variable Cash
Remuneration (STI)
Amount and Range
(Min Rem – Max
Rem)
Conditions to
exceed Min
Strategy behind
this approach
Min Rem 2nd-3rd
quartile level for
WZR current size
Max Rem at 2nd – 3rd
quartile at WZR
market cap if LTI
hurdles achieved
(38.00 cents per
share by 2022).
Must pass all
compliance KPIs to
exceed Min Rem. In
order to reach Max
Rem, individual STI
hurdles must be
exceeded each year,
share price hurdles
of up to 200%
growth over 3 years
must be passed, and
tenure must be at
least 3 years.
WZR’s strategy
requires executives
with experience well
beyond what WZR
can afford in cash
rem. Further there
are no guarantees of
success, so the
framework relies
heavily upon at-risk
components.
TFR set according to
similar positions at
ASX companies of
WZR size today.
This will result in
fixed (cash) rem
being at market if
executives do not
grow the Company
in line with the
strategy, but well
under market if they
do.
n/a
0-50% depending
upon position. None
for directors. Can be
taken as equity at
executive’s option
with 10% discount
to reflect premium
on cash.
Must pass all
compliance KPIs to
exceed nil, then
performance driven
according to
individual but
aligned KPIs.
Conserve cash and
therefore minimise
shareholder dilution.
Align behaviour in
short-term, including
risk management
and revenue growth,
while conserving
cash.
Variable Equity
Remuneration
(LTI)
LTI to form 40-
70% of TR.
100% of LTI is at-
risk, meaning that
the minimum LTI
payment is nil for
all executives.
All LTI linked to
share price
increases of 15%-
200% from the
share price of
12.51c at the time
of issue (2019).
LTI also requires
min service and
compliance KPIs to
be satisfied.
Align executives to
manage all aspects
required for
shareholder
growth including
earnings growth,
compliance and
attracting
shareholders.
In accordance with best practice corporate governance, the structure of non-executive director and executive
remuneration is separate and distinct.
ii. Remuneration Structures for non-executive directors
Non-executive director remuneration was designed to attract and retain directors of the highest calibre, whilst
incurring a cost which is acceptable to shareholders.
42
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
Remuneration governance (cont.)
b)
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall
be determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the directors as agreed. The latest determination was adopted by a special resolution passed at the
Annual General Meeting held on 17 November 2016 when shareholders adopted a new constitution providing for an
aggregate remuneration of up to a maximum of $500,000 per year.
The aggregate remuneration is reviewed annually. The remuneration for non-executive directors is comprised of cash,
superannuation contributions and performance rights.
Retirement allowances for non-executive directors
There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors.
iii. Remuneration Structures for current executives
The remuneration aspects for current executives aims to reward executives with a level and mix of remuneration
commensurate with the position and responsibilities within the Company and so as to:
-
-
align the interests of executives with those of the shareholder; and
ensure total remuneration is competitive by market standards in order to attract and retain talented
individuals.
Fixed remuneration
The level of fixed remuneration for executives is set so as to provide a base level of remuneration which is both
appropriate to the position and is competitive in the market. Executives receive fixed remuneration by way of salary
and company superannuation payments.
At-risk remuneration
Wisr’s performance hurdles, particularly for the LTI, are at the higher end of the market (ASX peer companies) in
terms of degree of difficulty. Any STI and LTI award will only have value to the executive if the performance hurdles
are met to enable vesting to occur, and for performance rights related awards, if the share price on vesting exceeds
the trigger price.
In the event of serious misconduct or a material misstatement in the company’s financial statements, the RNC can
cancel or defer performance-based remuneration and may also claw back performance-based remuneration paid in
previous financial years.
In addition, all executives above have entered into a voluntary escrow agreement in which they have agreed to retain
all remuneration-related equity for their full tenure (other than as required to cover any income tax liabilities relating
to this equity). This was not a condition of the LTI Plan, but agreed collectively by the executives.
Retirement benefits
No executives have entered into employment agreements that provide additional retirement benefits.
iv. Company Performance linked to remuneration
Given the growth nature of the Company, the lack of profit and other key financial variables as shown in the table
below, the award of LTI are made on the basis of each individual’s contribution to their specific role in the Company
to date and their expected importance to the future of the Company. LTI were deemed to provide an appropriate
performance incentive for each individual as applicable.
30 June 2020
$
30 June 2019
$
30 June 2018
$
30 June 2017
$
30 June 2016
$
Operating revenue
7.166m
3.043m
1.591m
1.160m
1.237m
Loss
Dividend
nil
nil
(23.535m)
(7.731m)
(6.208m)
(5.432m)
(8.754m)
nil
1.549m
$0.02
nil
3.479m
$0.03
nil
1.265m
$0.05
Cash balance
37.973m
11.993m
Share price
$0.22
$0.15
43
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
b) Service agreements
The remuneration agreements of key management personnel as at 30 June 2020 are set out below:
KMP
Position held as at 30
June 2020 and any
change during the year
Contract details (duration and
termination)
Agreed gross cash salary per
annum incl. superannuation to
cap
$
J Nantes
Executive Chairman
C Swanger
Non-executive director
C Whitehead Non-executive director
A Nantes
Chief Executive Officer
No determined duration – subject
to retirement and re-election
rules of the Company’s
constitution.
No notice required to terminate.
No determined duration – subject
to retirement and re-election
rules of the Company’s
constitution.
No notice required to terminate.
No determined duration – subject
to retirement and re-election
rules of the Company’s
constitution.
No notice required to terminate.
No fixed term.
6 months’ notice to terminate.
A Goodwin
Chief Financial Officer
No fixed term.
6 months’ notice to terminate.
100,000
60,000
60,000
311,694
(base cash salary per service
agreement)
311,694
(base cash salary per service
agreement)
44
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
c) Service agreements (cont.)
In addition to the above salary based compensation, the following key management personnel have been granted
performance rights to align their compensation with the performance of the Company, as reflected in its share price.
Performance rights are granted in tranches and are linked to share prices over designated periods, as per the following
table:
KMP
VWAP share price
target *
No. performance rights
that will vest
Earliest determination
date for vesting
Date performance
rights lapse if
conditions not met
J Nantes
C Swanger
C Whitehead
A Nantes
A Goodwin
$0.1450
$0.1673
$0.1924
$0.3800
$0.1450
$0.1673
$0.1924
$0.3800
$0.1450
$0.1673
$0.1924
$0.3800
$0.1450
$0.1673
$0.1924
$0.2400
$0.3000
$0.3800
$0.1450
$0.1673
$0.1924
$0.2400
$0.3000
$0.3800
1,920,000
2,390,000
2,880,000
3,080,000
1,920,000
1,330,000
1,600,000
1,710,000
1,060,000
1,330,000
1,600,000
1,710,000
6,500,000
8,150,000
10,010,000
3,500,000
3,500,000
5,000,000
4,500,000
3,900,000
4,300,000
1,630,000
1,630,000
2,330,000
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/09/2019
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
30/06/2022
* These Performance Rights will automatically vest and exercise for nil consideration on satisfaction of the Vesting Conditions.
The Vesting Conditions for the Performance Rights are:
The holder being a director/employee of the Company as at the relevant vesting determination dates specified in the table; and
The relevant volume weighted average price (VWAP) of the Company’s ordinary shares traded on ASX over any 20-day period exceeds
the prices specified in the table.
-
-
45
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
d) Details of remuneration
The following table of benefits and payment details, in respect to the financial year, represents the components of
remuneration for each member of the key management personnel of the Group:
Short term benefits
Cash salary,
fees & short-
term
compensated
absences
($)
Short-
term
incentive
schemes
($)
Post
employment
benefits
Long-term
benefits
Share based payments
Superannuation
($)
Long
service
leave
($)
Performance
Rights
($)
Shares
($)
Total
($)
Performance
Related
(%)
Directors (2020)
J Nantes
C Swanger
C Whitehead
91,324
54,795
54,795
Total:
200,914
-
-
-
-
8,676
5,205
5,205
19,086
-
-
-
-
530,113
391,487
293,926
1,215,526
-
-
-
-
630,113
451,487
353,926
1,435,526
Executives
(2020)
A Nantes
A Goodwin
290,000
290,000
164,155
65,050
Total:
580,000
229,205
25,341
23,952
49,293
2,729
2,492
5,221
2,024,716
711,187
3,218,128
1,116,069
-
1,497,563
3,140,785 711,187 4,715,691
Directors (2019)
J Nantes
C Swanger
C Whitehead
91,324
54,795
54,795
Total:
200,914
Executives (2019)
A Nantes
A Goodwin
Total:
250,000
220,000
470,000
-
-
-
-
-
-
-
8,676
5,205
5,205
19,086
-
-
-
-
1,017
85
382
1,484
-
-
-
-
101,017
60,085
60,382
221,484
21,771
20,900
42,671
1,247
863
2,110
- 495,446
768,464
-
229,918
471,681
- 725,364
1,240,145
84.13
86.71
83.05
90.12
78.87
1.01
0.14
0.63
64.47
48.74
Further details of performance-related remuneration paid or accrued for FY2020 in respect of specific key
management personnel are discussed below:
- Mr A Nantes
Mr Nantes is eligible to receive a short-term incentive (STI) of up to $50,000 in respect of each six-month
period, subject to the achievement of key performance indicators as agreed by the Board of Directors from
time to time, assessed in the sole discretion of the Board and paid following the Board’s approval of the
Company’s audited accounts for the relevant period.
- Mr A Goodwin
Mr Goodwin is eligible to receive an STI of up to $34,000 in respect of each six-month period, subject to the
achievement of key performance indicators as agreed by the Board of Directors from time to time, assessed
in the sole discretion of the Board.
Short-term and long-term incentives established in the year for the above KMPs are also set out in Note 22 of the
financial report.
Performance conditions set for KMP short-term and long-term incentives (as discussed above and in Note 22 of the
financial report) align the KMP interests with the outcomes for shareholders, customers, and staff. The achievement
46
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (audited) (cont.)
d) Details of remuneration (cont.)
of these performance conditions support the growth of company value whilst providing KMPs with remuneration
packages that are above market rates relative to peer roles. Conversely, an underperformance of goals expose KMPs
to a level of financial risk where their remuneration packages become well below market rates.
e) Equity instruments held by key management personnel
The table below shows the number of ordinary shares in the Company held by key management personnel.
Balance at the start
Received as
Received on exercise
Other changes during
Balance at end of the
of the year
compensation
of options or rights
the year
year
Directors (2020)
J Nantes
C Swanger
C Whitehead
8,847,015
2,773,619
3,390,000
Total:
15,010,634
Executives (2020)
A Nantes
A Goodwin
8,950,016
1,704,079
Total:
10,654,095
Directors (2019)
J Nantes
C Swanger
C Whitehead
667,015
636,364
200,000
Total:
1,503,379
Executives (2019)
A Nantes
A Goodwin
4,488,364
-
Total:
4,488,364
f) Movement in performance rights
-
-
-
-
1,920,000
1,920,000
1,060,000
4,900,000
20,158,720
5,037,412
25,196,132
10,000,000
6,130,000
16,130,000
-
-
-
-
-
-
-
-
-
-
-
8,000,000
666,666
3,000,000
11,666,666
180,000
1,470,589
190,000
1,840,589
4,461,652
1,704,079
6,165,731
-
-
-
-
-
-
10,767,015
4,693,619
4,450,000
19,910,634
39,108,736
12,871,491
51,980,227
8,847,015
2,773,619
3,390,000
15,010,634
8,950,016
1,704,079
10,654,095
The table below provides the number of performance rights held by Key Management Personnel at 30 June 2019 and
30 June 2020.
Rights held at 30 June
Rights granted during
Rights exercised
Rights lapsed during
Rights held as at 30
2019
FY20
during FY20
FY20
June 2020
4,000,000
333,334
1,500,000
5,833,334
10,270,000
6,560,000
5,700,000
22,530,000
1,920,000
1,920,000
1,060,000
4,900,000
4,000,000
333,334
1,500,000
5,833,334
8,350,000
4,640,000
4,640,000
17,630,000
-
-
-
36,660,000
18,290,000
54,950,000
10,000,000
6,130,000
16,130,000
-
-
-
26,660,000
12,160,000
38,820,000
Name
Directors
J Nantes
C Swanger
C Whitehead
Total:
Executives
A Nantes
A Goodwin
Total:
47
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
Remuneration report (cont.)
g) Fair value of performance rights
Directors (2020)
J Nantes
C Swanger
C Whitehead
Executives (2020)
A Nantes
A Goodwin
Number
Performance Rights granted
Effective
grant date
Fair Value
per right at
effective
grant date
($)
Vesting Conditions
Earliest
vesting
determination
date
VWAP Share
Price condition
($)
Expiry date
1,920,000
2,390,000
2,880,000
1 Sep 2019
1 Sep 2019
1 Sep 2019
3,080,000
1 Sep 2019
1,920,000
1,330,000
1 Sep 2019
1 Sep 2019
1,600,000
1 Sep 2019
1,710,000
1 Sep 2019
1,060,000
1,330,000
1 Sep 2019
1 Sep 2019
1,600,000
1 Sep 2019
1,710,000
1 Sep 2019
6,500,000
8,150,000
1 Sep 2019
1 Sep 2019
10,010,000
1 Sep 2019
3,500,000
1 Sep 2019
3,500,000
1 Sep 2019
5,000,000
1 Sep 2019
4,500,000
3,900,000
1 Sep 2019
1 Sep 2019
4,300,000
1 Sep 2019
1,630,000
1 Sep 2019
1,630,000
1 Sep 2019
2,330,000
1 Sep 2019
0.11344
0.09026
0.02065
0.02284
0.11344
0.09026
0.02065
0.02284
0.11344
0.09026
0.02065
0.02284
0.11344
0.09026
0.02065
0.05968
0.03926
0.02284
0.11344
0.09026
0.02065
0.05968
0.03926
0.02284
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/09/2019
01/09/2019
01/07/2020
01/07/2021
01/09/2019
01/09/2019
01/09/2019
0.1450
0.1673
0.1924
30 Jun 2022
30 Jun 2022
30 Jun 2022
0.3800
30 Jun 2022
0.1450
0.1673
30 Jun 2022
30 Jun 2022
0.1924
30 Jun 2022
0.3800
30 Jun 2022
0.1450
0.1673
30 Jun 2022
30 Jun 2022
0.1924
30 Jun 2022
0.3800
30 Jun 2022
0.1450
0.1673
30 Jun 2022
30 Jun 2022
0.1924
30 Jun 2022
0.2400
30 Jun 2022
0.3000
30 Jun 2022
0.3800
30 Jun 2022
0.1450
0.1673
30 Jun 2022
30 Jun 2022
0.1924
30 Jun 2022
0.2400
30 Jun 2022
0.3000
0.3800
30 Jun 2022
30 Jun 2022
These Performance Rights will automatically vest and exercise for nil consideration on satisfaction of the Vesting
Conditions.
The Vesting Conditions for the Performance Rights are:
-
-
The holder being a director/employee of the Company as at the relevant vesting determination dates specified
in the table; and
The relevant volume weighted average price (VWAP) of the Company’s ordinary shares traded on ASX over
any 20-day period exceeds the prices specified in the table.
The total fair value of above rights at grant date issued to key management personnel is $4,591,702. The value of
rights granted during the period differs to the expense recognised as part of each key management person’s
remuneration in table d) above because this value is the grant date fair value calculated in accordance with AASB 2
Share Based Payment whereby the expense is recognised throughout the vesting period.
48
WISR LIMITED | ANNUAL REPORT 2020
Directors’ report
For the year ended 30 June 2020
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of directors.
...............................................................
John Nantes
Director
Sydney
30 September 2020
49
WISR LIMITED | ANNUAL REPORT 2020
Auditor’s independence declaration.
50
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Statement of profit or loss and other comprehensive income.
For the year ended 30 June 2020
Revenue
Other income
Expenses
Employee benefits expense
Marketing expense
Customer processing costs
Property expenses
Other expenses
Finance costs
Depreciation and amortisation expense
Provision for expected credit loss expense
Share based payment expense
Loss before income tax
Income tax expense
Loss after income tax for the year
Loss for the year is attributable to:
Owners of Wisr Limited
Note
Consolidated
2020
$
2019
$
2
3
7,166,322
547,402
3,042,587
253,791
(9,510,059)
(4,464,333)
(1,898,724)
(244,969)
(3,430,393)
(1,351,689)
(117,336)
(4,097,956)
(6,133,091)
(5,024,824)
(1,410,327)
(1,172,658)
(166,920)
(1,803,383)
(148,311)
(68,306)
(136,638)
(1,096,053)
(23,534,826)
(7,731,042)
-
-
(23,534,826)
(7,731,042)
(23,534,826)
(7,731,042)
5
29
17
Earnings per share for loss attributable to the owners of Wisr Limited
Basic earnings per share
Diluted earnings per share
Cents
(2.60)
(2.60)
26
26
Cents
(1.34)
(1.34)
Other comprehensive loss
Loss arising from changes in fair value of cash flow hedging instruments
entered into
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
15
(202,842)
(202,842)
-
-
(23,737,668)
(7,731,042)
Total comprehensive loss for the year is attributable to:
Owners of Wisr Limited
(23,737,668)
(7,731,042)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
51
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Statement of financial position.
As at 30 June 2020
Assets
Cash and cash equivalents
Trade and other receivables
Loan receivables
Other financial assets
Property, plant and equipment
Other assets
Intangible assets
Total assets
Liabilities
Trade and other payables
Provision for employee benefits
Derivative financial instruments
Borrowings
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
Consolidated
2020
$
2019
$
4
6
5
8
7
9
37,973,266
1,023,326
85,997,500
-
5,733
489,569
471,760
11,993,165
440,829
6,497,353
518,000
15,222
550,597
579,608
125,961,154
20,594,774
10
11
13
12
2,512,852
541,540
225,129
86,710,392
1,441,879
380,062
-
2,000,000
89,989,913
3,821,941
35,971,241
16,772,833
14
15
15
89,827,317
3,181,186
48,412,004
1,895,421
(57,037,262) (33,534,592)
35,971,241
16,772,833
The above statement of financial position should be read in conjunction with the accompanying notes
52
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Statement of changes in equity.
For the year ended 30 June 2020
Consolidated
Balance at 1 July 2018
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total
equity
$
29,323,980
1,900,051 (26,565,419)
4,658,612
-
-
-
-
-
-
(7,731,042)
-
(7,731,042)
-
(7,731,042)
(7,731,042)
Issue of share capital
Costs of raising capital
19,695,500
(1,143,877)
-
155,000
Share based payment expense (Note 15)
-
1,096,053
Transfer of share based reserve to issued capital on
exercise of options
476,790
(476,790)
-
-
-
19,695,500
(988,877)
1,096,053
-
-
Transfer of gain on funder forgiveness of options
obligation to accumulated losses
Issue of shares as a result of exercise of options for
consideration
-
(325,612)
325,612
59,611
(17,024)
-
42,587
Transfer of share based payment reserve
-
(436,257)
436,257
-
Balance at 30 June 2019
Balance at 1 July 2019
48,412,004
1,895,421 (33,534,592)
16,772,833
48,412,004
1,895,421 (33,534,592)
16,772,833
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
-
-
-
- (23,534,826) (23,534,826)
(202,842)
-
(202,842)
(202,842) (23,534,826) (23,737,668)
Issue of share capital
Costs of raising capital
36,500,100
(859,972)
-
-
-
-
36,500,100
(859,972)
Share based payments expense (Note 15)
Transfer of share based reserve to issued capital on
exercise of options
1,318,542
4,814,549
3,255,476
(3,255,476)
Issue of shares as a result of exercise of options for
consideration
1,201,167
(38,310)
-
-
6,133,091
-
1,162,857
Transfer of share based payment reserve
-
(32,156)
32,156
-
Balance at 30 June 2020
89,827,317
3,181,186 (57,037,262)
35,971,241
The above statement of changes in equity should be read in conjunction with the accompanying notes
53
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Statement of cash flows.
For the year ended 30 June 2020
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received on investments and cash
Management fees received
Interest and other finance costs paid
Proceeds from R&D tax incentive
Note
Consolidated
2020
$
2019
$
4,814,906
(18,256,184)
2,009,927
(9,122,201)
(13,441,278)
(7,112,274)
48,843
1,472,386
(1,109,037)
219,078
48,066
660,159
(138,452)
234,025
Net cash used in operating activities
25
(12,810,008)
(6,308,476)
Cash flows from investing activities
Payments for development of technology assets
Receipts from investments
Net movement in customer loans
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from exercise of share options
Costs of raising capital paid
Repayment of borrowings – secured notes
Proceeds from issuance of borrowings
Transaction costs related to borrowings
-
518,000
(83,078,103)
(621,968)
-
(2,918,254)
(82,560,103)
(3,540,222)
36,500,100
1,162,857
(859,972)
(425,000)
85,600,000
(627,773)
19,739,501
-
(988,877)
(327,074)
2,000,000
(130,575)
Net cash provided by financing activities
121,350,212
20,292,975
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
25,980,101
11,993,165
10,444,277
1,548,888
37,973,266
11,993,165
The above statement of cash flows should be read in conjunction with the accompanying notes
54
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
Notes to the financial statements.
For the year ended 30 June 2020
For the year ended 30 June 2020
The consolidated financial statements of Wisr Limited (the Group) for the year ended 30 June 2020 was authorised
for issue in accordance with a resolution of the directors on 30 September 2020. The directors have the power to
amend and revise the financial report.
The consolidated financial statements and notes represent those of Wisr Limited and its controlled entities (the
Group).
Wisr Limited is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded
on the Australian Stock Exchange.
Note 1. Summary of significant accounting policies
a.
Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act
2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in
compliance with International Financial Reporting Standards as issued by the International Accounting Standards
Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
Material accounting policies adopted in the preparation of these financial statements are presented below and have
been consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial
assets and financial liabilities.
The statement of financial position is presented on a liquidity basis. Assets and liabilities are presented in decreasing
order of liquidity and do not distinguish between current and non-current. All balances are expected to be recovered
within 12 months except for intangible assets, property, plant and equipment and financial instruments, for which
expected term is disclosed.
Where required by Accounting Standards and/or for improved presentation purposes, comparative figures have been
adjusted to conform with changes in presentation for the current year.
i) Going concern
These financial statements have been prepared under a going concern basis.
The Directors believe that the Group will have sufficient resources to pay its debts and meet its commitments
for at least the next 12 months from the date of this financial report due to the Group having:
-
strong cash reserves boosted by the successful capital raise it completed in H2FY2020; and
-
wholesale funding arrangements for future loan originations;
both of which support its operational commitments.
ii) New and revised accounting standards and interpretations
The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period.
AASB 16: Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard
replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance
leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position,
measured at the present value of the unavoidable future lease payments to be made over the lease term. The
exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal
computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use'
asset is recognised or lease payments are expensed to profit or loss as incurred.
The Group has adopted AASB 16 with an initial application date of 1 July 2019. The adoption of AASB 16 did
not have any impact on the financial position or financial performance as at date of transition.
iii)
55
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
b.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of the Company and all subsidiaries as at
30 June 2020, and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Company has the power to govern the financial and operating policies,
generally accompanying a shareholding of 100% of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Company controls
another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Investments in subsidiaries are accounted for at cost in the individual financial statements of the Company, less any
impairment charges.
c.
Foreign currency transactions and balances
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The consolidated financial
statements are presented in Australian dollars, which is Wisr Limited’s functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognised through profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
d.
Impairment of assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable, and as a minimum, annually. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value
less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units). Non-financial assets, other than goodwill, that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
e.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of
the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently
measured at either amortised cost or fair value depending on their classification. Classification is determined based
on both the business model within which such assets are held and the contractual cash flow characteristics of the
financial asset unless, an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and
the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified
as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading,
where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a
derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised
in profit or loss.
56
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
e.
Investments and other financial assets (cont.)
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the
asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the
probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the
original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised
within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
f.
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost
of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is
included with other receivables or payables in the statement of financial position.
g.
Critical accounting estimates and judgments
The Directors evaluate estimates and judgments incorporated into the financial statements based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data, obtained both externally and within the Group.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on
the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include historical collection rates along with a COVID-19
overlay.
h.
Fair value measurements
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis,
depending on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly
(ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement
date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using
one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (ie
the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market,
the most advantageous market available to the entity at the end of the reporting period (ie the market that
maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after
taking into account transaction costs and transport costs).
57
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
h.
Fair value measurements (cont.)
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial
instruments, by reference to observable market information where such instruments are held as assets. Where this
information is not available, other valuation techniques are adopted and, where significant, are detailed in the
respective note to the financial statements.
The Group measures and recognises the following assets and liabilities at fair value on a recurring basis after initial
recognition:
-
-
Financial assets at fair value through profit & loss (investment)
Derivative financial instruments at fair value asset or (liability). Hedging ineffectiveness being recognised
through profit & loss.
(a) Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level that an input
that is significant to the measurement can be categorised into as follows:
Level 1
Level 2
Level 3
Measurements based on quoted prices
(unadjusted) in active markets for
identical assets or liabilities that the
entity can access at the measurement
date.
Measurements based on inputs other
than quoted prices included in Level 1
that are observable for the asset or
liability, either directly or indirectly.
Measurements based on
unobservable inputs for the
asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more
valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.
If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one
or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is
available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific
characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent
with one or more of the following valuation approaches:
- Market approach: valuation techniques that use prices and other relevant information generated by
market transactions for identical or similar assets or liabilities.
-
Income approach: valuation techniques that convert estimated future cash flows or income and expenses
into a single discounted present value.
- Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current
service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing
the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority
to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs
that are developed using market data (such as publicly available information on actual transactions) and reflect the
assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable,
whereas inputs for which market data is not available and therefore are developed using the best information
available about such assumptions are considered unobservable.
Interest rate swap contracts are valued using a discounted cash flow approach. Future cash flows are estimated based
on observable forward interest rates and discounted based on applicable yield curves at the reporting date, taking
into consideration the credit risk of the Group and various counterparties. These are deemed to be level 2 inputs as
related to both quoted prices and observable inputs to the asset or liability.
58
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
i.
Hedge accounting
The Group designates interest rate swaps as hedging instruments as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument
and the hedged item, along with its risk management objectives and its strategy for undertaking hedge transactions.
Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging
instrument is effective in offsetting changes in cash flows of the hedged item attributable to the hedged risk, which
is when the hedging relationships meet all of the following hedge effectiveness requirements:
-
-
-
there is an economic relationship between the hedged item and the hedging instrument;
the effect of credit risk does not dominate the value changes that result from that economic relationship;
and
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged
item that the Group actually hedges and the quantity of the hedging instrument that the Group actually
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk
management objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio
of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.
Cash flow hedges
The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are
designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the
heading of cash flow hedging reserve, limited to the cumulative change in fair value of the hedged item from inception
of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is
included in the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or
loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the
qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires or is
sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised in other
comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and is reclassified
to profit or loss when the forecast transaction occurs.
Movements in the hedging reserve in equity are detailed in note 15.
59
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 2. Revenue
Interest income on financial assets
Effective interest income on financial assets
Other revenue from financial assets
Interest on cash
Interest from investments
Total income from financial assets
Revenue from contracts with customers
Management fees
Total revenue from contracts with customers
Total revenue
Disaggregation of revenue
Consolidated
2020
$
2019
$
4,903,505
320,887
10,544
38,299
5,273,235
1,917,670
242,047
6,611
37,982
2,204,310
1,893,087
1,893,087
838,277
838,277
7,166,322
3,042,587
The above provides a breakdown of revenue by major revenue stream. The categories above depict how the nature,
amount, timing and uncertainty of revenue and cash flows are affected by economic data. As disclosed in the
directors’ report, the Group has one operating segment.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is
recognised:
Interest income on financial assets
i) Interest income
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, 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.
ii) Loan establishment fees
Loan establishment fees are deferred and recognised as an adjustment to the effective interest rate as these
fees are an integral part of generating an involvement with the resulting financial instrument.
Revenue from contracts with customers
Management fees
Management fees are earned through the contracts with funders (customers) which entitle the consolidated entity
to fees as a result of satisfying the performance obligation, being the monthly management of the associated loan
portfolio. Revenue is recognised on an over-time basis. The allocation of the transaction price is calculated as a
percentage of the loan balance managed by the consolidated entity on a monthly basis, being the satisfaction of the
performance obligation.
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to
be entitled in exchange for transferring services to a customer.
The consolidated entity invoice on a monthly basis which aligns to the recognition criteria noted above and as a
result, there is no recognition of contract assets or liabilities required.
60
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 3. Other income
R&D and other tax incentives
Gain on loan purchase
Gain on sale of loan assets
Other income
Consolidated
2020
$
430,874
116,528
-
2019
$
229,840
12,345
11,606
547,402
253,791
Government grants revenue is recognised at fair value when there is reasonable assurance that the grant will be
received and the grant conditions will be met.
Note 4. Cash and cash equivalents
Cash at bank
Restricted cash
Consolidated
2020
$
33,242,349
4,730,917
37,973,266
2019
$
11,993,165
-
11,993,165
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the
financial year as shown in the statement of cash flows as follows:
Balance as above
Balance as per statement of cash flows
37,973,266
37,973,266
11,993,165
11,993,165
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid
investments with original maturities of three months or less, bank overdrafts, and restricted cash.
Restricted cash is held by Wisr Warehouse Trust No.1 and not available to pay creditors of other entities within the
Group.
Note 5. Loan receivables
A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold
assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and
interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a
business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified
dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial
assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election
on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent
consideration recognised in a business combination) in other comprehensive income ('OCI'). Despite these
requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to
reduce the effect of, or eliminate, an accounting mismatch.
Impairment of financial assets
The Group recognises a loss allowance for ECL on financial assets which are either measured at amortised cost or fair
value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased
significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
The Group has adopted the three-stage model for ECL provisioning:
Stage 1: 12 months ECL
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month ECL
allowance is estimated. This represents a portion of the loan receivable lifetime ECL that is attributable to a default
event that is possible within the next 12 months. Effective interest is calculated on the gross carrying amount of the
loan receivable.
61
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 5. Loan receivables (cont.)
Stage 2: Lifetime ECL – not credit impaired
Where a loan receivable credit risk has increased significantly since initial recognition, but is not credit impaired, the
loss allowance is based on the loan receivable lifetime ECL. For these loan receivables, the Group recognises as a
collective provision a lifetime ECL (i.e. reflecting the remaining term of the loans receivable). Effective interest is
calculated on the gross carrying amount of the financial instrument.
Stage 3: Lifetime ECL – credit impaired
Where there is objective evidence that the loan receivable has become credit impaired, the loss allowance is based on
the loan receivable lifetime ECL. Effective interest is calculated on the net carrying amount of the financial
instrument.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised
within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
Allowance for expected credit losses
The Group has historically adopted an off-balance sheet loan funding model which resulted in relatively low loan
receivables on balance sheet. With the Warehouse Trust going live in mid-November 2019, loan receivables on the
balance sheet have increased significantly.
The ECL analysis was performed on two distinct loan receivable books:
Book 1 – Warehouse Trust - Predominantly Stage 1
Book 2 – Wisr Finance - Combination of Stages 1 to 3. This book consists of seasoned, mostly legacy loan receivables
which didn’t qualify for sale to funding partners etc.
Credit loss refers to the instance whereby a counterparty defaults on its contractual obligations resulting in financial
loss to the group. Default is defined as loan receivables which are at least 90 days past due. A significant increase in
credit risk is defined as loan receivables which are at least 30 days past due.
The Group calculates ECL using three main components, the exposure at default (EAD), the probability of default (PD)
and the loss given default (LGD).
The EAD represents the total value the Group is exposed to when the loan receivable defaults. The 12-month ECL is
calculated by multiplying the 12-month EAD, PD and LGD. Lifetime ECL is calculated using the lifetime PD instead.
The 12-month and lifetime PDs represent the probability of default occurring over the next 12 months and the
remaining maturity of the loan receivable respectively. The LGD represents the unrecovered portion of the EAD taking
into account any applicable recovery of the loan receivable.
The Group originates loan receivables of 3, 5, and 7 year maturities to Australian consumers. These loans are either
retained to maturity within the Wisr Warehouse Trust No. 1 or on-sold to retail, wholesale and institutional investors.
The allowance for ECL assessment requires a degree of estimation and judgement. It is based on 12-month and lifetime
ECL, grouped based on days overdue, and makes assumptions to allocate an overall ECL for each group. These
assumptions include the Group loan book performance history, existing economic and market conditions.
The Group has taken an additional provision on COVID-19 affected loan receivables. The Group does not consider the
existence of a COVID-19 payment arrangement in itself to represent a significant increase in credit risk (SICR). This
assessment is performed through consideration of both qualitative and quantitative factors surrounding the
customer’s credit risk.
Loan receivables which are on a COVID-19 payment arrangement, where normal loan repayments have not resumed,
have been classified as Stage 2 due to the perceived significant increase in credit risk.
Scenario analysis and forward looking macroeconomic assessments were not incorporated as a result of the following
factors:
-
COVID-19 affected loans were specifically assessed and it was noted that 75% of COVID-19 impacted
loans returned to normal loan payments within the payment arrangement period of 3 months.
The Group enacted tightened credit policy and reduced risk tolerance in response to the COVID-19
pandemic.
-
62
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 5. Loan receivables (cont.)
It was also noted that further scenario analysis and macroeconomic forecasting would result in undue cost and
effort.
Gross loan receivables
Less provision for expected credit loss
Consolidated
2020
$
89,729,432
(3,731,932)
85,997,500
2019
$
6,732,999
(235,646)
6,497,353
The following tables summarise gross carrying amount of loan receivables and provision for expected credit loss by
stages:
Gross loan receivables
12-month (Stage 1)
Lifetime (Stage 2 & 3)
Total gross carrying amount
Less provision for expected credit loss
12 month expected credit loss
Lifetime expected credit loss
Total provision for expected credit loss
Net balance sheet carrying value
Expected credit loss per gross loan receivables
12-month (Stage 1)
Lifetime (Stage 2 & 3)
Total expected credit loss per total gross loan receivables
Reconciliation of total provision for expected credit loss
Balance at 1 July
Expected credit loss expense recognised during the year to profit or loss
Receivables written-off during the year
Recoveries during the year
Balance at 30 June
Note 6. Trade and other receivables
Expected to be settled within 12 months
Accrued management fee income
R&D tax incentive receivable
84,019,478
5,709,954
89,729,432
5,870,562
862,437
6,732,999
1,970,134
1,761,798
3,731,932
5,730
229,916
235,646
85,997,500
6,497,353
%
2.34
30.85
4.16
$
235,646
4,097,956
(660,060)
58,390
3,731,932
%
0.10
26.66
3.50
$
203,727
136,638
(197,992)
93,273
235,646
Consolidated
2020
$
2019
$
642,452
380,874
1,023,326
221,751
219,078
440,829
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses for trade and other
receivables, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables
have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
63
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 7. Other assets
Expected to be settled within 12 months
Prepayments
Deposits
Cash held in trust
Note 8. Other financial assets
Investment in DirectMoney Personal Loan Fund
Consolidated
2020
$
2019
$
238,394
131,883
119,292
198,291
26,333
325,973
489,569
550,597
Consolidated
2020
$
-
2019
$
518,000
In the prior years, the Group invested $518,000 into the DirectMoney Personal Loan Fund. The DirectMoney Personal
Loan Fund is a registered managed investment scheme where investors’ money is pooled and invested into unsecured
personal loans acquired from Wisr Finance Pty Ltd. The investment is classified as fair value through profit or loss.
Valuation Techniques and Inputs Used to Measure Level 2 Fair Values
Description
Other financial assets
Fair Value at 30 Jun 2020
$000
Valuation Technique(s)
Inputs Used
Investment in DirectMoney
Personal Loan Fund (Fund)
-
Nil – derecognised during the period for $518,000
consideration.
Description
Other financial assets
Fair Value at 30 Jun 2019
$000
Valuation Technique(s)
Inputs Used
Investment in DirectMoney
Personal Loan Fund (Fund)
518
Note 9. Intangible assets
Technology assets:
Cost
Accumulated amortisation
Net carrying amount
Technology assets under development:
Cost
Accumulated amortisation
Net carrying amount
Total intangible assets
Market approach using
monthly valuation reports
provided by Fund’s
Investment Manager and
Fund’s Administrator.
Monthly valuation
report provided Fund’s
Investment Manager
and Fund’s
Administrator
Consolidated
2020
$
609,240
(150,208)
459,032
12,728
-
12,728
471,760
2019
$
609,240
(42,360)
566,880
12,728
-
12,728
579,608
Technology assets are recognised at cost of acquisition. They have a finite life and are carried at cost less any
accumulated amortisation and any impairment losses. Technology assets are amortised over their useful lives ranging
from 2 to 5 years on a straight-line basis.
Development costs are charged to the statement of profit of loss and other comprehensive income as incurred, or
deferred where it is probable that sufficient future benefits will be derived so as to recover those deferred costs.
64
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 9. Intangible assets (cont.)
The recoverable amount of the group’s intangible assets have been tested for impairment via a value-in-use
calculation using a discounted cash flow model, based on discounted projected cashflows derived by the cash
generating unit over the useful life of the assets. The cash generating unit was identified as being related to the
operating cashflows earned via the Wisr App, being derived via account maintenance fees and loan referral income
and is related to the intangible assets noted above. No impairment has been identified (2019: no impairment).
Note 10. Trade and other payables
Expected to be settled within 12 months
Trade payables
Sundry payables
Accrued expenses
Superannuation payable
Consolidated
2020
$
2019
$
1,357,320
274,635
708,354
172,543
2,512,852
927,211
175,073
219,403
120,192
1,441,879
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities. The fair value of the trade and other payables is considered to
approximate their carrying value.
Note 11. Employee benefits
Expected to be settled within 12 months
Provision for annual leave
Not expected to be settled within 12 months
Provision for long service leave
Consolidated
2020
$
2019
$
469,986
335,222
71,554
44,840
Provision is made for the Group’s obligation for employee benefits arising from services rendered by employees to
the end of the reporting period. Short term employee benefits are benefits (other than termination benefits and
equity compensation benefits) that are expected to be settled wholly within 12 months after the end of the annual
reporting period in which the employees render the related service, including wages, salaries and personal leave.
Short term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation
is settled, plus any related costs. Long- term employee benefits are subjected to discounting and actuarial valuations.
Note 12. Borrowings
Secured note
Warehouse trust funding
Less transaction costs
Total borrowings
Consolidated
2020
$
1,675,000
2019
$
2,000,000
85,598,949
(563,557)
85,035,392
-
-
-
86,710,392
2,000,000
Secured note
The note is used for working capital purposes through initial funding of loan receivables prior to them being sold to
funding partners as part of normal business operations.
65
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 12. Borrowings (cont.)
Warehouse trust
At 30 June 2020, Wisr Warehouse Trust No. 1 had $95.0m in committed financing, $85.9m of which has been utilised.
The facility is secured against the underlying pool of loan receivables with no credit recourse back to the consolidated
entity. Wisr Warehouse Trust No. 1 consists of four classes of notes with Wisr the holder of the Class 4 note. The
Class 1 note has a two-year tenor availability period until November 2021. The Class 2 & 3 notes have a one-year
availability period until November 2020. In July 2020, the Company announced that the Australian Office of Financial
Management (‘AOFM’) had approved an initial investment of $30.8 million into the Wisr Warehouse Trust No. 1
through the Structured Finance Support Fund. The investment will be alongside existing senior and mezzanine
financiers and will support the Wisr Warehouse Trust No. 1 up to $200 million. The all in cost of funds for the Wisr
Warehouse Trust No. 1 is circa 3.50% per annum.
The Warehouse trust funds loan receivables of 3, 5, and 7 year maturities.
The Warehouse trust borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. It is subsequently measured at amortised cost using the effective interest method.
Note 13. Derivative financial instruments
Derivative financial instruments
Consolidated
2020
$
225,129
2019
$
-
The Group enters into derivative financial instruments (interest rate swaps) to manage its exposure to interest rate
risk.
Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of
the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value
is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both
legal right and intention to offset. Other derivatives are presented as current assets or current liabilities.
Interest swap contracts are categorised as Level 2 financial instruments as they are valued using observable forward
interest rates.
Note 14. Issued capital
(a) Issued and paid up capital
Ordinary shares fully paid
Costs of raising capital
Consolidated
2020
$
2019
$
92,151,571
(2,324,254)
89,827,317
49,876,287
(1,464,283)
48,412,004
Ordinary shares participate in dividends and the proceeds on winding up the Company. At shareholder meetings,
each ordinary share is entitled to one vote when a poll is called. Otherwise, each shareholder has one vote on show
of hands.
Ordinary shares are classified as equity and recognised at the fair value of the consideration received by the Group.
No subsequent fair valuation is performed. Incremental costs directly attributable to the issue of new shares or
options are deducted from the value of issued capital.
66
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 14. Issued capital (cont.)
(b) Reconciliation of issued and paid-up capital
Opening balance as at 1 July
Issue of shares from raising capital
Costs of raising capital
Issue of shares to CEO as part of long-term incentive
Issue of shares to CEO as part of short-term incentive
Issue of shares to CFO as part of long-term incentive
Issue of shares to Head of Growth (former COO) as part
of long-term incentive
Issue of shares to directors on vesting of performance
rights
Issue of shares to staff on vesting of long-term
incentives
Issue of shares on exercise of options
Issue of shares as payment of funder fees (non-cash)
Closing Balance as at 30 June
2020
Number of
shares
2019
$
Number of
shares
$
790,208,152
197,297,792
-
30,158,720
-
11,167,412
8,428,067
48,412,004 455,405,424
36,500,100 311,851,176
-
-
4,461,652
1,704,079
-
(859,972)
2,384,173
-
762,226
770,474
29,323,980
19,695,500
(1,143,877)
-
95,635
81,114
-
4,900,000
555,872
11,666,666
131,341
2,696,079
101,273
-
-
14,535,715
-
1,059,391,937
1,201,167
-
3,131,035
1,988,120
89,827,317 790,208,152
128,905
99,406
48,412,004
(c) Performance rights
As at 30 June 2020, there were a total of 92,717,541 (2019: 38,966,725) performance rights outstanding. Refer to
Note 29.
Under the Company’s Performance Rights Plan, these performance rights were issued at no cost to the recipients
and represent a right to one ordinary share in the Company in the future for no consideration, subject to satisfying
the performance conditions and compliance with the rules of the Plan.
(d) Capital management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long
term shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
The Group’s objectives when managing capital are to maximize shareholder value and to maintain an optimal capital
structure. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders. Management gives particular regard to conservation of liquidity in its recommendations as to the
declaration of dividends. There were no dividends declared in in the year.
Note 15. Equity – reserves and accumulated losses
Employee equity benefits reserve
(a)
The employee equity benefits reserve records items recognised as expenses on valuation of employee performance
rights and accrual of employee short-term and long-term incentives.
(b) Other share based payments reserve
The other share based payments reserve records funding expenses accrued and are expected to be paid in the form
of shares.
Cash flow hedge reserve
(c)
The reserve is used to recognise the effective portion of the gain or loss of cash flow hedge instruments that is
determined to be an effective hedge.
67
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 15. Equity – reserves and accumulated losses (cont.)
Movement in reserves:
At 1 July 2018
Share based payments expense
Costs of raising capital
Transfer from reserve to retained earnings
Transfer from reserve on exercise of options
Transfer of gain on funder forgiveness of options obligation to
retained earnings
Issue of shares as a result of exercise of options for
consideration
At 30 June 2019
At 1 July 2019
Share based payments expense
Transfer from reserve to retained earnings
Transfer from reserve on exercise of options
Issue of shares as a result of exercise of options for
consideration
Loss arising on changes in fair value of hedging instruments
entered into for cash flow hedges
Cumulative loss arising on changes in fair value of hedging
instruments reclassified to profit or loss
At 30 June 2020
Accumulated losses:
Opening balance
Total loss after income tax for the year
Transfer from reserve to retained earnings
Total
Note 16. Capital and lease commitments
Finance lease commitments
(a)
There are no finance lease commitments (2019: nil).
Employee
equity
benefits
reserve
$
1,373,674
852,147
-
(436,257)
(312,644)
-
Other
share
based
payments
reserve
$
526,377
243,906
155,000
-
(164,146)
(325,612)
Cash flow
hedge
reserve
$
Total
$
- 1,900,051
- 1,096,053
-
155,000
- (436,257)
(476,790)
-
(325,612)
-
-
(17,024)
-
(17,024)
1,476,920
418,501
- 1,895,421
1,476,920
4,764,670
(32,156)
(3,255,476)
-
-
-
418,501
49,879
-
-
(38,310)
- 1,895,421
- 4,814,549
(32,156)
-
- (3,255,476
)
(38,310)
-
-
-
(231,976) (231,976)
29,134
29,134
2,953,958
430,070
(202,842) 3,181,186
Consolidated
2020
$
2019
$
(33,534,592) (26,565,419)
(7,731,042)
(23,534,826)
761,869
32,156
(57,037,262) (33,534,592)
Operating lease commitments
(b)
Non-cancellable operating leases contracted for but not recognised in the financial statements.
Payable – minimum lease payments:
i)
ii)
iii)
Within one year
One to five years
More than five years
Consolidated
2020
$
58,129
-
-
58,129
2019
$
196,799
-
-
196,799
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are
recognised as expenses in the periods in which they are incurred on a straight line basis.
Wisr Finance Pty Ltd has two non-cancellable property leases which expire in September 2020 at which point become
month on month agreements. Rent is payable monthly in advance. Contingent rental provisions within the lease
agreement require that the minimum lease payments shall be increased from and including each anniversary of the
commencing date of the term by 4%.
68
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 17. Income tax
Numerical reconciliation of income tax expense to prima facie tax payable
Consolidated
2020
$
2019
$
Loss from continuing operations before income tax expense
Tax benefit at the tax rate of 27.5% (2019: 27.5%)
(23,534,826)
(6,472,077)
(7,731,042)
(2,126,037)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
-
-
Temporary differences not recognised
Non-recognition of current year tax losses
Income tax expense
2,539,136
3,932,941
-
102,904
2,023,133
-
As at 30 June 2020, the entity has unrecognised carried forward tax losses of $47,435,193 (2019: $32,935,299), the
utilisation of which is dependent on the entity satisfying the requirements of the Same Business Test (SBT).
The income tax expense or benefit for the period is the tax payable / refundable on the current period's taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities,
attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in
the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when
the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted
for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability.
No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction,
other than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly
in equity.
Wisr Limited and its wholly owned controlled entities have implemented the tax consolidation legislation as of 1
January 2004.
The head entity, Wisr Limited, and the controlled entities in the tax consolidated group continue to account for their
own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated
group continues to be a standalone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Wisr Limited also recognises the current tax liabilities (or
assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled
entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the group.
69
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 17. Income tax (cont.)
Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement
are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities.
Note 18. Remuneration of auditors
During the year, the following fees were paid or payable for services provided by the auditor:
BDO Audit Pty Ltd
-
-
- Review of the half-yearly financial report – assurance services
-
Audit of the financial report – assurance services
Taxation services – non-assurance services
Accounting advice – non-assurance services
Consolidated
2020
$
85,000
9,900
34,000
4,000
132,900
2019
$
75,000
-
31,372
2,000
108,372
The BDO entity performing the audit of the Group transitioned from BDO East Coast Partnership to BDO Audit Pty
Ltd on 25 September 2020. The disclosures include amounts received or due and receivable by BDO East Coast
Partnership, BDO Audit Pty Ltd and their respective related entities.
Note 19. Contingent liabilities
There were no contingent liabilities reportable during the period. 2019 contingent liabilities provided below as
comparatives.
-
CEO Short and Long-Term Incentives
The following long-term incentives may be awarded by the Company to the CEO and are noted as contingent liabilities:
Long term incentive valued at the equivalent of 0.5% of the market capital value of the Company on achieving
a share price of 6c based on the average weighted price of the equity of the Company for a consecutive 30
day period in the 90 days immediately preceding the first day of the Vesting Date being 6c. The Vesting Date
being within 20 business days following 30 June 2019; and
Long term incentive valued at the equivalent of 0.5% of the market capital value of the Company on achieving
a share price of 12c based on the average weighted price of the equity of the Company for a consecutive 30
day period in the 90 days immediately preceding the first day of the vesting date being 12c. The Vesting Date
being within 20 business days following 30 June 2019.
-
CFO Long-Term Incentives
The Company may award the CFO an issue of shares in the Company to a maximum value of $220,000 for each of the
financial years to 30 June 2018 and subsequently, annually, subject to the discretion of the CEO and Board, and
achievement of outcomes to be agreed with the CEO or absent agreement, as determined by the CEO.
-
-
Former COO Long-Term Incentives
The following long-term incentives may be awarded by the Company to the COO and are noted as contingent liabilities:
Long term incentive valued at the equivalent of 1% market capital value of the Company as at 30 June 2019,
up to a maximum value of 50% of total remuneration or $100,000, whichever is the lesser, for each of the
relevant years;
Long term incentive valued at the equivalent of 0.25% of the market capital value of the Company on
achieving a share price of 6c based on the average weighted price of the equity of the Company for a
consecutive 30 day period in the 90 days immediately preceding the first day of the Vesting Date being 6c.
The Vesting Date being within 20 business days following 30 June 2019; and
Long term incentive valued at the equivalent of 0.25% of the market capital value of the Company on
achieving a share price of 12c based on the average weighted price of the equity of the Company for a
consecutive 30 day period in the 90 days immediately preceding the first day of the vesting date being 12c.
The Vesting Date being within 20 business days following 30 June 2019.
-
Current COO Long-Term Incentives
The Company may award the current COO an issue of shares in the Company, through an Executive Staff Share
Scheme, to an annual value of $70,000 unless agreed otherwise, effective from 1 July 2018 for each of the financial
years, subject to the discretion of the CEO and Board, and achievement of outcomes to be agreed with the CEO or
70
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 19. Contingent liabilities (cont.)
absent agreement, as determined by the CEO.
Note 20. Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policies described in Note 1:
Name
Status
Country of
incorporation
% owned
2020
% owned
2019
Registered 2 May 2006
Wisr Finance Pty Ltd
Wisr Investment Management Pty Ltd Registered 20 February 2015
Registered 20 February 2015
Wisr Loans Servicing Pty Ltd
Registered 19 March 2015
Wisr Credit Management Pty Ltd
Registered 16 March 2015
Wisr Marketplace Limited
Registered 13 January 2017
Wisr Services Pty Ltd
Registered 9 April 2018
Wisr Funding Pty Ltd
Registered 31 July 2018
Wisr Notes 1 Pty Ltd
Registered 28 October 2019
Wisr Warehouse Trust No. 1
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
Note 21. Events after the reporting period
COVID-19 hardship
As at 30 June 2020, $10.3m or 6.12% of total portfolio loan balances were on COVID-19 specific payment assistance,
this reduced to $5.6m (3.09% of the total portfolio) by 31 July 2020. Wisr’s recovery rate for COVID-19 hardship
customers was 75% as at 30 June 2020, increasing to 81% by 31 July 2020.
AOFM funding approval
In July 2020, the Company announced that the Australian Office of Financial Management (‘AOFM’) had approved an
initial investment of $30.8 million into the Wisr Warehouse through the Structured Finance Support Fund. The
investment will be alongside existing senior and mezzanine financiers and will support the Wisr Warehouse up to $200
million.
Secured note
In September 2020, the Group’s secured note was repaid as it reached maturity.
Secured vehicle
In September 2020, the Group launched the second credit product, secured vehicle product, to enter the $33 billion
dollar auto finance market. The product is supported by the Wisr Warehouse with potential for a dedicated facility at
scale.
Note 22. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Total KMP compensation
Consolidated
2020
$
1,010,119
68,379
5,221
5,067,498
6,151,217
2019
$
670,913
61,758
2,110
726,848
1,461,629
The COO has not been included in KMP remuneration this year and has been removed from 2019 as it has been
assessed that the authority and responsibility for planning, directing and controlling the activities of the entity lies
only with the Board, CEO and CFO.
Short-term employee benefits
These amounts include fees and benefits paid to the executive Chair and non-executive directors as well as all salary,
paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.
71
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 22. Key management personnel disclosures (cont.)
Post-employment benefits
These amounts are the current year’s estimated cost of providing for the Group’s superannuation contributions made
during the year.
Long-term benefits
These amounts represent long service leave benefits accruing during the year.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as
measured by the fair value of the options, rights and shares granted on grant date.
Note 23. Related party transactions
(a) Parent entity
The legal parent is Wisr Limited.
(b) Subsidiaries
Interest in subsidiaries are set out in Note 20.
(c) Transactions with related parties
As at 30 June 2020, all transactions that have occurred among the subsidiaries within the Group have been eliminated
for consolidation purposes. There were no other related party transactions (2019: nil).
Note 24. Parent entity information
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of financial position
Total assets
Total liabilities
Shareholders’ equity
Issued capital
Reserves
Accumulated losses
Loss for the year
Total comprehensive loss
2020
$
2019
$
76,815,933
36,685,676
135,678
27,672
82,815,088
3,384,027
(9,518,861)
76,680,254
41,399,776
1,895,420
(6,637,192)
36,658,004
(2,913,825)
(510,611)
(2,913,825)
(510,611)
The financial information for the parent entity, Wisr Limited, has been prepared on the same basis as the
consolidated financial statements, except that investments in subsidiaries are accounted for at cost net of
impairment in the parent financial statements.
(b) Contingent liabilities
See Note 19.
(c) Contractual commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June
2019.
72
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 25. Cash flow information
Reconciliation of loss after income tax to net cash outflows from operating
activities
Loss for the year
Adjustments for non-cash items or items for which the cash flows are investing or
financing cash flows
Depreciation and amortisation
Share-based payments and accruals
Fundraising expenses
Non-cash modification benefit on contractual cashflows
Expected credit losses expense / loan asset impairments and write-offs
Changes in operating assets and liabilities:
(Increase) in loan receivables
(Increase) in trade and other receivables
Decrease in other assets
Increase in trade and other payables
Increase in provision for employee benefits
Increase in accrued finance costs
Net cash flows used in operating activities
Note 26. Earnings per share
Basic earnings per share
Diluted earnings per share
Weighted average number of shares used as the denominator
Weighted average number of shares used as the denominator in calculating
basic earnings per share
Adjustments for calculation of diluted earnings per share
Weighted average number of ordinary shares used in calculating dilutive
earnings per share
Consolidated
2020
$
2019
$
(23,534,826)
(7,731,042)
117,336
6,133,091
94,419
-
4,097,956
68,306
1,096,053
-
(47,339)
136,638
(519,999)
(582,497)
61,028
1,070,973
161,478
91,033
(32,805)
(167,266)
2,861
226,445
139,673
-
(12,810,008)
(6,308,476)
2020
Cents
(2.60)
(2.60)
2019
Cents
(1.34)
(1.34)
Number of
shares
Number of
shares
904,602,487 575,478,118
-
-
904,602,487 575,478,118
The performance rights on issue have not been considered in the diluted earnings per share as their effect is anti-
dilutive.
Basic earnings per share
Basic earnings per share is calculated by dividing the result attributable to equity holders of the Company by the
weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential ordinary shares.
Note 27. Segment information
Management has determined that the Group has one operating segment, being the provision of personal loans to
consumers. The internal reporting framework is based on the principal activity as discussed above and is the most
relevant to assist the Board as Chief Operating Decision Maker with making decisions regarding the Group and its
ongoing growth. The assets as presented relate to the operating segment. The Group operates in Australia only.
73
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 28. Dividends
(a) Dividends paid during the year
Ordinary shares
There were no dividends paid during the year (2019: nil).
(b) Franking Credits
Franking credits available for subsequent reporting periods based on a tax rate of
27.5% (2019 – 27.5%)
1,542,955
1,542,955
The above amounts are calculated from the balance of the franking account as at the end of the reporting period,
adjusted for franking credits and debits that will arise from the settlement of liabilities or receivables for income tax
and dividends after the end of the year.
2020
$
2019
$
Note 29. Share based payments
The share-based payment expense of $6,133,091 (2019: $1,096,053) consists of:
-
-
-
KMP LTIs of $5,067,498 (2019: $725,364) accrued up to 30 June 2020 which were set during FY20 and
relate to FY20, FY21 and FY22, and are essentially a one-off expense;
Staff LTIs $1,015,714 (2019: $126,783) accrued up to 30 June 2020 and relate to FY18, FY19 and FY20;
and
Recruitment expense of $49,879 (2019: $49,879).
In 2019:
-
-
-
a Funder fee expense totalling $132,120 was paid and accrued in relation to an agreement entered into
between the Company and 255 Finance in August 2017, of which the Company agreed to issue shares to
255 Finance and options that vest upon certain hurdles being met;
Option expense of $61,907 was accrued in relation to the grant of call options to sophisticated investors
of a $2 million working capital facility for the Group; and
there were $155,000 worth of options issued to Blue Ocean Equities as part of the consideration for their
capital raising mandate. The amount was included in the Statement of Changes in Equity. The options are
money in options, meaning that if exercised, cash is received by the Company based on the option strike
price.
The fair value of the Board/KMP performance rights and staff LTI scheme has been calculated in accordance with
AASB 2 Share-based Payment using a Hoadley Barrier model which included the below inputs.
Board/KMP performance rights:
Assumptions - Grant date 1 September 2019, Volatility 40%, Risk-free rate 1%, Spot price $0.1265. Note that
Tranche 3 is calculated using a Hoadley Probability model given the relevant dates.
Tranche
1
2
3
4
5
6
Grant date
1 Sep 19
1 Sep 19
1 Sep 19
1 Sep 19
1 Sep 19
1 Sep 19
Determination date
1 Sep 19
1 Jul 20
1 Jul 21
1 Sep 19
1 Sep 19
1 Sep 19
Expiry date
30 Jun 22
30 Jun 22
30 Jun 22
30 Jun 22
30 Jun 22
30 Jun 22
Barrier price
$0.1450
$0.1673
$0.1924
$0.2400
$0.3000
$0.3800
Fair value
$0.1134
$0.0903
$0.0207
$0.0597
$0.0393
$0.0229
FY20 Staff LTI scheme:
Assumptions - Grant date 1 September 2019, Volatility 40%, Risk-free rate 1%, Spot price $0.1265.
Tranche
1
2
Expiry date
31 Jul 21
31 Jul 22
Barrier price
$0.1450
$0.1450
Fair value
$0.0659
$0.0720
74
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 29. Share based payments (cont.)
(a) Performance rights
Balance at beginning of year
-
-
-
granted
forfeited
exercised
Balance at end of year
2020
Number of
performance rights
Exercise price
2019
Number of
performance rights
Exercise price
38,966,725
91,116,364
(13,639,469)
(23,726,079)
92,717,541
Nil
Nil
Nil
Nil
Nil
37,082,562
31,661,940
(18,111,111)
(11,666,666)
38,966,725
Nil
Nil
Nil
Nil
Nil
The Group provides benefits to employees in the form of share-based payment transactions, whereby employees
render services in exchange for shares or performance rights (equity-settled transactions).
The cost of the transactions with employees is measured by reference to the fair value at the date at which they are
granted. The fair value is determined by using a binomial model. In valuing equity-settled transactions, no account is
taken of any performance conditions, other than conditions linked to the price of the shares of the Company (market
conditions). The cost of equity-settled transactions is recognised as an expense, together with a corresponding
increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to exercise the rights (vesting date).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects
(i) the extent to which the vesting period has expired and (ii) the number of rights that, in the opinion of the Directors
of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. Where the terms of an equity-settled option
are modified, at a minimum an expense is recognised as if the terms had not been modified. In addition, an expense
is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date
of the modification.
Note 30. Financial risk management
The business of the Group and the industry in which it operates are subject to risk factors both of a general nature
and risks which are specific to the industry and/or the Group’s business activities.
The potential effect of these risk factors either individually, or in combination, may have an adverse effect on the
future financial and operating performance of the Group, its financial position, its prospects and the value of its
shares.
The following are the key risks that specifically relate to the Group:
(a) Credit risk
As a lending business, the Group is at risk of a larger than expected number of its borrowers failing or becoming unable
to repay their loans, particularly for loans which are held on balance sheet as opposed to being funded by a third party.
While loans are assessed according to a strict Credit Manual and Credit Risk Policy as well as being targeted at prime
retail borrowers (not ‘payday’ lending customers), the loans may be unsecured and so are subject to the capacity of
the individual borrower to repay the loan.
As a lending business, the Group is at risk of a larger than expected number of its borrowers failing or becoming unable
to repay their loans, particularly for loans which are held on balance sheet as opposed to being funded by a third party.
75
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 30. Financial risk management (cont.)
While loans are assessed according to a strict Credit Manual and Credit Risk Policy as well as being targeted at prime
retail borrowers (not ‘payday’ lending customers), the loans may be unsecured and so are subject to the capacity of
the individual borrower to repay the loan.
The Group has assessed COVID-19 affected loan receivables through consideration of both qualitative and quantitative
factors surrounding the customer’s credit risk. The Group also enacted tightened credit policy and reduced risk
tolerance in response to COVID-19.
All loan balances are monitored on an ongoing basis for collectability and AASB 9 – Financial Instruments has been
adopted in FY2019 which includes the assessment of lifetime expected credit losses as detailed at note 5.
(b)
Inability to recover defaulted loans
Default is defined by the group as the failure of the borrower to meet required contractual cashflows, this definition
is selected as it aligns with the operational analysis of the loan books. If a borrower does not meet their required loan
payments and the loan goes into default, the Group may not be able to recover the relevant portion of the value of
the loan or the cost of recovery of the loan may be deemed to be greater than the amount potentially recoverable,
even if the borrower owns assets such as a house. In this case the loan may be sold (at a loss) to a third party or
written off as a bad debt. High levels of bad debts could limit profitability and adversely affect future performance.
The Group mitigates this risk by approving loans according to a strict credit criteria. The risk is also mitigated through
the use of third party funders for a proportion of loans.
(c) Fraudulent borrowers
There is a general ongoing risk that borrowers may deliberately fabricate evidence to support loan applications and
they have no intention of paying off their loan. The Group has procedures in place to detect fraudulent applications
and activities, however the risk of fraud cannot be totally removed.
(d) Personal Loans may be unsecured
The Group’s loans may be issued on an unsecured basis. The Group’s reputation and financial position could be
adversely impacted if the Group’s targeted credit performance of its loan book is not met and collections and debt
recovery procedures prove less than effective.
(e) Costs of acquiring loans
The Group’s business model and on-going commercial viability is directly linked to its ability to attract suitable
borrowers and increase the volume of loans funded and managed by the Group. The Group has built its existing loan
volumes using a mix of direct channel marketing (using search engine marketing and media advertising) and
developing relationships with mortgage and finance brokers to introduce loans. The Group has forecasted the future
costs of acquiring loans in the desired volumes however these costs are subject to market forces and cannot be
predicted with certainty.
(f) Ability to source third party funding and sell loans
The Group’s business model and on-going commercial viability is strongly linked to its ability to source sufficient third-
party funding to enable it to sell its loans and raise the funds to lend to potential borrowers.
The Group seeks to manage this risk by establishing multiple sources of institutional loan buyers.
(g) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash to ensure the ability to meet financial
obligations as they fall due. The Group manages liquidity risk by maintaining a cash reserve and continuously
monitoring forecast and actual cash flows.
76
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 30. Financial risk management (cont.)
Maturity Analysis – Group
2020
Financial assets
Cash and cash equivalents
Loan receivables
Trade and other receivables
Other assets
Total financial assets
Financial liabilities
Non-derivatives
Trade creditors
Other payables
Secured notes
Warehouse trust funding
Derivatives at fair value
Interest rate swaps – cash flow hedges
Within 1 year
$
37,973,266
15,242,964
1,023,326
251,175
54,490,731
1,357,320
1,155,532
1,675,000
98,950
-
148,275
1 – 5 years
$
-
70,754,536
-
-
70,654,536
-
-
-
84,936,442
-
78,615
Total financial liabilities
4,435,077
85,015,057
Total
$
37,973,266
85,997,500
1,023,326
251,175
125,245,267
1,357,320
1,155,532
1,675,000
85,035,392
-
226,890
89,450,134
Net financial assets
50,055,654
(14,260,521)
35,795,133
2019
Financial assets
Cash and cash equivalents
Loan receivables
Trade and other receivables
Other assets
Total financial assets
Financial liabilities
Non-derivatives
Trade creditors
Other payables
Secured notes
Total non-derivatives
Within 1 year
$
1 – 5 years
$
11,993,165
4,909,991
440,829
352,306
17,696,291
927,211
514,668
225,000
1,666,879
-
1,587,362
-
518,000
2,105,362
-
-
1,775,000
1,775,000
Total
$
11,993,165
6,497,353
440,829
870,306
19,801,653
927,211
514,668
2,000,000
3,441,879
Net financial assets
16,029,412
330,362
16,359,774
(h) Market risk
Price risk
The Group sold its investment in the DirectMoney Personal Loan Fund during the period at par and is therefore no
longer exposed to price risk for this investment.
77
WISR LIMITED | ANNUAL REPORT 2020
Financial report
Notes to the financial statements
For the year ended 30 June 2020
Note 30. Financial risk management (cont.)
(i)
Interest rate risk
Interest rate risk is the risk that the Group will experience deterioration in its financial position as interest rates
change over time. The Group is exposed to interest rate risk due to repricing and mismatches in interest rates between
assets and liabilities (i.e. borrowing at floating interest rates and lending at fixed interest rates). The risk is managed
by the Group using interest rate swap contracts to convert the floating rate exposure on the Warehouse trust
borrowings to fixed interest rates. Hedging activities are undertaken in line with the Group's hedging policy.
Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate
interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the
cash flow exposures on its variable rate borrowings.
The Group designates the interest rate swap contracts as cash flow hedges. As the critical terms of the interest rate
swap contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of
effectiveness and it is expected that the value of the interest rate swap contracts and the value of the corresponding
hedged items will systematically change in opposite direction in response to movements in the underlying interest
rates. The main source of hedge ineffectiveness in these hedge relationships is the effect of the counterparty and the
Group’s own credit risk on the fair value of the interest rate swap contracts, which is not reflected in the fair value of
the hedged item attributable to the change in interest rates. Other sources of ineffectiveness include the re-
designation of amended interest rate swap contracts, which have a non-zero fair value at inception of the hedge
relationship.
The following table details various information regarding interest rate swap contracts outstanding at the end of the
reporting period and their related hedged items. Interest rate swap contract assets and liabilities are included in note
13.
Interest rate swaps
2020 2019
Hedging instruments
Average contracted fixed interest rate
Notional principal (borrowings)
Carrying amount of the hedging instrument (liability)
Change in fair value used for calculating hedge ineffectiveness
Hedged items
Nominal amount of the hedged item
Change in value used for calculating hedge ineffectiveness
Balance in cash flow hedge reserve for continuing hedges
Balance in cash flow hedge reserve arising from hedging relationships for which hedge
accounting is no longer applied
Hedge ineffectiveness recognised in profit or loss (within Finance costs)
0.40900%
60,354,017
(225,129)
6,031
60,354,017
14,532
6,031
(208,873)
(22,287)
-
-
-
-
-
-
-
-
-
78
WISR LIMITED | ANNUAL REPORT 2020
Directors’ Declaration.
The directors of the Company declare that, in the opinion of the directors:
(a)
the attached financial statements and notes thereto are in accordance with the Corporations Act 2001,
including:
(i)
(ii)
giving a true and fair view of the financial position and performance of the consolidated entity; and
complying with Australian Accounting Standards, including the interpretations, and the Corporations
Regulations 2001;
the financial statements and notes thereto also comply with International Financial Reporting Standards,
as disclosed in Note 1;
the directors have been given the declarations required by s.295A of the Corporations Act 2001; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable;
(b)
(c)
(d)
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
...............................................................
John Nantes
Director
Sydney
30 September 2020
79
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
Independent auditor’s report to the members of Wisr Limited.
80
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
Independent auditor’s report to the members of Wisr Limited.
81
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
Independent auditor’s report to the members of Wisr Limited.
82
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
ASX additional information.
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this report is set out
below. This information is effective as at 1 October 2020.
a. Distribution of shareholders
The distribution of issued capital as at 1 October 2020 were as follows:
Size of holding
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
-
1,000
5,000
10,000
100,000
and over
Number of
shareholders
Number of ordinary
shares
Percentage of issued capital
(%)
152
1,443
1,224
3,446
980
7,245
37,406
4,911,769
9,838,121
134,171,981
945,471,073
0.00
0.45
0.90
12.26
86.39
1,094,430,350
100.00
There were 603 shareholders with unmarketable parcels totalling 1,019,874 shares based on the share price as at
close of business on 1 October 2020.
b. Distribution of performance rights holders
The distribution of unquoted Performance Rights on issue as at 1 October 2020 were as follows:
Size of holding
Number of holders
Number of unquoted rights
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
-
1,000
5,000
10,000
100,000
and over
c. Distribution of options
-
-
-
6
37
43
-
-
-
276,682
63,489,819
63,766,501
The distribution of unquoted Options on issue as at 1 October 2020 were as follows:
Size of holding
Number of holders
Number of unquoted options
1,000
5,000
10,000
100,000
and over
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
-
83
-
-
-
10
9
19
-
-
-
625,000
13,340,720
13,965,720
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
d. Substantial shareholders
The names of substantial shareholders listed in the Company’s register as at 1 October 2020 were as follows:
Shareholder
ADCOCK PRIVATE EQUITY PTY LTD *
ADCOCK GROUP SUPER PTY LTD
MR BROOK ANTHONY ADCOCK
CS THIRD NOMINEES PTY LIMITED
ALCEON GROUP PTY LTD
Number of fully
paid ordinary
shares
Percentage
of issued
capital (%)
172,522,138
38,957,864
519,631
211,999,633
67,496,712
54,054,054
121,550,766
15.76
3.56
0.05
19.37
6.17
4.94
11.11
Total
333,550,399
30.48
e. Twenty largest shareholders of quoted equity securities
The twenty largest shareholders of quoted equity securities were as follows:
Shareholder
ADCOCK PRIVATE EQUITY PTY LTD
CS THIRD NOMINEES PTY LIMITED
ALCEON GROUP PTY LTD
MR ANTHONY NANTES
ADCOCK GROUP SUPER PTY LTD
MACQUARIE BANK LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ANDREW GOODWIN
GREIG HOLDINGS PTY LIMITED
LUAGA PTY LTD
MOSLOF SERVICES PTY LTD
DE NANTES INVESTMENT CO PTY LTD
EQUITAS NOMINEES PTY LIMITED
AGS INVESTMENT HOLDINGS (AUSTRALIA) PTY LTD
MR PETER RAYMOND BEAUMONT
BNP PARIBAS NOMS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
MR CHRISTOPHER MICHAEL WHITEHEAD
EQUITAS NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
Total:
Number of fully
paid ordinary
shares
Percentage
of issued
capital (%)
172,522,138
67,496,712
54,054,054
47,258,736
38,957,864
34,998,019
25,373,403
21,808,903
21,347,903
21,217,952
15,850,000
13,157,015
10,166,875
7,150,000
6,828,067
5,775,310
5,695,838
5,390,000
5,347,593
4,822,740
585,219,122
15.76
6.17
4.94
4.32
3.56
3.20
2.32
1.99
1.95
1.94
1.45
1.20
0.93
0.65
0.62
0.53
0.52
0.49
0.49
0.44
53.47
84
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
f. Restricted securities
58,730,359 ordinary shares are currently subject to voluntary escrow. The escrow period for 8,933,693 ordinary
shares will end on 1 July 2021. 49,796,666 ordinary shares are escrowed pending Company approval.
g. Unquoted equity securities
The Company had the following unquoted securities on issue as at 1 October 2020:
Unquoted Options
The Company had 19 holders of options with a total of 13,965,720 unquoted options on issue as at 1 October 2020.
4,515,720 options are held by 255 Finance Investments Pty Ltd.
Performance Rights
The Company had 43 holders of performance rights issued as part of an employee incentive scheme.
h. Voting rights
Ordinary Shares
In accordance with the Constitution each member present at a meeting whether in person, or by proxy, or by power
of attorney, or in a duly authorised representative in the case of a corporate member, shall have one vote on a
show of hands, and one vote for each fully paid ordinary share, on a poll.
Performance Rights
Holders of Performance Rights and Options have no voting rights.
i.
On-market buy-backs
There is no current on-market buy back in relation to the Company’s securities.
85
WISR LIMITED | ANNUAL REPORT 2020
ASX additional information
Corporate directory.
DIRECTORS
John Nantes (Executive Chairman)
Craig Swanger
Chris Whitehead
COMPANY SECRETARY
Vanessa Chidrawi
May Ho
REGISTERED OFFICE
Suite 33, Level 8,
58 Pitt Street,
Sydney, New South Wales,
Australia
Telephone: (02) 8379 4008
Facsimile: (02) 8076 3341
SHARE REGISTER
Computershare Investor Services Pty Limited
452 Johnston Street
Abbotsford, Victoria
Telephone: (03) 9415 5000
AUDITOR
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney, New South Wales
STOCK EXCHANGE LISTING
Shares are listed on the Australian Stock Exchange (ASX: WZR)
DOMICILE
Publicly listed company incorporated in Australia
86
WISR LIMITED | ANNUAL REPORT 2020 ABN 80 004 661 205
LEVEL 8, 58 P ITT STREET
SYDNEY NSW 20 00
+61 2 8379 4008
wisr.com.au
WISR LIMITED | ANNUAL REPORT 2020