ANNUAL
REPORT
2023
WISR LIMITED • ANNUAL REPORT 2023
Wisr (ASX: WZR)
is purpose-built
to improve the
financial wellness
of all Australians
by helping them
make smarter
decisions with
their finances.
WISR LIMITED • ANNUAL REPORT 2023 WISR
IS FOR
YOUR
SMART
PART
1
WISR LIMITED • ANNUAL REPORT 2023
2
WISR LIMITED • ANNUAL REPORT 2023 CONTENTS
Chair & CEO’s review
Delivering on FY23 objectives
• Profitability delivered alongside moderated growth
• Key results
• Positive operating cash flow delivered
• Wisr YOY revenue growth
• Wisr YOY lending platform growth
• Wisr YOY loan book balance
• Strong funding platform
• Capital position
Financial wellness is a smart strategy
• Financial Wellness Platform profiles
• Smart decisions at any stage of a customer’s life, anytime, in their pocket
• Wisr’s FWP improves loan customers’ financial health
Award-winning momentum
Executive Leadership Team
Board of Directors
Financial report
• Directors’ report
• Auditor’s independence declaration
• Consolidated statement of profit or loss and other comprehensive income
• Consolidated statement of financial position
• Consolidated statement of changes in equity
• Consolidated statement of cash flows
• Notes to the financial statements
Directors’ declaration
Independent auditor’s report
ASX additional information
Corporate directory
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87
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91
94
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WISR LIMITED • ANNUAL REPORT 2023
CHAIR & CEO’S
REVIEW
Matthew Brown
Interim
Chair
Andrew Goodwin
Chief Executive
Officer
4
Dear Shareholders,
FY23 has been a challenging year for many
of us.
In response to macroeconomic conditions,
including ongoing RBA Cash Rate increases,
inflation, tightening of funding markets,
and broader economic uncertainty, we
implemented a capital management strategy
that prioritised profitability on a run-rate
basis1 (within 12 months) over accelerating
loan growth.
We’re extremely pleased that despite the
economic uncertainty, Wisr has delivered all
of the Company objectives set at the end of
FY22. We made prudent and proactive
adjustments to the Company’s strategy and
cost base to successfully deliver profitability
on a run-rate basis (with two positive EBTDA
quarters in FY23) while maintaining a robust
balance sheet.
In Q1FY23, we delivered our 25th consecutive
quarter of loan growth before a series of cost
reductions were enacted throughout the
quarter. At the beginning of Q4FY23, we
made the prudent decision to reduce
operating costs further while continuing to
focus on profitability. This included the
deliberate moderation of loan origination
volume and additional headcount reductions.
Despite the moderation in volume, we’ve
delivered positive operating cash flow of
$7.4M2 and a 78% improvement in EBTDA2
for FY23, which included two positive quarters
(Q2 & Q4). This was driven by operational
leverage expansion with operating revenue
growth of 55% to $91.9M and a 20% reduction
in operating expenses to $32.8M3. We also
1
Profitability is on a run-rate EBTDA basis
2 Operating cash flow is audited and on a cash basis per the 4E versus
EBTDA (audited) which is a profit and loss statement metric. Both
operating cash flow and EBTDA exclude $1.1M one-off restructuring
costs. Source: FY23 (Appendix and Financials)
3
Excludes $1.1M restructuring costs
WISR LIMITED • ANNUAL REPORT 2023 grew our prime loan book by 19% and priced
our inaugural secured vehicle loan and third
asset-backed securitisation (ABS), Wisr
Independence Trust 2023-1.
These temporary settings are considered
appropriate to maintain a strong balance sheet,
and the business has continued to focus on
NIM expansion through lifting front book yield
in response to the higher cash rate.
We’re incredibly proud of the results we have
achieved. It’s a strong validation of our
purpose-built business model, prime customer
profile, quality loan book, prudent treasury
and capital management, underwriting process
and the capability of the widely recognised
Wisr team.
FY23 PERFORMANCE HIGHLIGHTS
Loan book:
• Loan book growth of 19% to $931M
(FY22: $780M)
• Total new loan originations down 19% to
$495M (FY22: $611M) following deliberate
moderation of loan origination volume
to maintain a strong balance sheet and
prioritise profitability
• Total loan originations $1.6B4 as at
30 June 2023
• 90+ Day arrears of 1.25% (FY22: 0.98%)
and 781 average credit score on the total
book (FY22: 780)
Financial performance:
• Operating revenue growth of 55% to $91.9M5
• 78% EBTDA improvement (FY23: $(1.6)M2 vs
FY22: $(7.2)M)
• Continued NIM expansion, with the Company
now delivering a NIM run rate (June 2023) of
c. 5% on new business written
Balance sheet and funding:
• Cash balance (excluding restricted cash)
$23.1M as at 30 June 2023, consisting of
$21.7M unrestricted cash and $1.4M loans
available for sale
• Equity note investments within Wisr
Warehouses of $48.3M
• Sale of Freedom 2021 G1 notes (settled June
2023), releasing additional capital of $3.6M
into the business
• Strengthened the balance sheet by securing
a new $25M head company debt facility
(Q2FY23). The facility has a tenor to July
2025
• Rolled-forward Wisr Warehouses (WH1 &
WH2) for another 12 months (Q2FY23)
• Received credit approval from another Big
Four bank for a third warehouse facility
Wisr Independence Trust 2023-1
securitisation:
• Third ABS transaction and the first secured
vehicle loan ABS transaction for the
Company, the $200M Wisr Independence
Trust 2023-1
• Received a AAA Moody’s rating for the top
two tranches and a weighted average margin
of 2.58% over one-month BBSW
(FY22: $59.4M)
Loan originations audited
Revenue audited and percentage increase is on previous corresponding period (PCP)
4
5
5
WISR LIMITED • ANNUAL REPORT 2023
• Freed up $200M capacity in $250M WH2
• National Australia Bank (“NAB”) acted
as the Arranger, Dealer and Joint Lead
Manager, while Westpac Banking
Corporation was the Dealer and Joint
Lead Manager
• $675M in total ABS transactions raised
by Wisr to date
Financial Wellness Platform:
• Proprietary channel passed 758,000
customer profiles at 30 June 2023 with
17% growth on pcp (FY22: 647,000).
FY24 OUTLOOK
As we enter FY24, we’re well-capitalised
and building sustainable revenue.
Given the current macroeconomic
environment, we will continue our broadly
conservative stance until market conditions
stabilise with a continued focus on NIM
expansion and maintaining a strong balance
sheet to deliver a profitable company. When
the conditions are deemed appropriate, the
business has measures to pivot quickly and
recommence scaling.
Our competitive advantage, a purpose-led
business model that improves financial
health and goes far beyond the traditional
lending experience, has never been more
relevant as rising interest rates and other
cost-of-living pressures create a financial
strain for more Australians.
We want to support customers to reduce debt
faster and improve their financial position. As
consumers demand fairer financial products,
services and tools, Wisr is well-placed and
well-resourced to meet the demand.
To our shareholders, on behalf of the Wisr
Board and Wisr’s Executive Management, we
sincerely thank you for your ongoing support.
Lastly, we would like to thank the Board,
Executive Management and all of Wisr’s staff
for their continued support, vision, expertise
and resilience in rapidly changing conditions.
We have the resources and capability
to safeguard the business through the
economic cycle and be a profitable, well-
capitalised company of a significant scale
that continues to execute our purpose-led
strategy and positively impact how
Australians experience credit.
Matthew Brown
Interim Chair
Andrew Goodwin
Chief Executive Officer
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WISR LIMITED • ANNUAL REPORT 2023 7
WISR LIMITED • ANNUAL REPORT 2023
KEEPING PROMISES
DELIVERING
ON FY23
OBJECTIVES
8
WISR LIMITED • ANNUAL REPORT 2023 Profitability1 delivered
alongside moderated growth
Wisr began FY23 with the goal of achieving profitability1 within 12 months.
Our prudent and proactive adjustment of strategy and cost base, in response to
macroeconomic conditions, successfully delivered profitability1 on a run-rate basis in
FY23 and positioned Wisr for long-term sustainable growth.
Objectives set for FY23
Outcomes
Focus on
near-term
profitability
Cost
management
Strategic
adjustments
✓ Significant reduction
in short-term growth
aspirations in lending
✓ Uplift of front book yield
✓ Switching from high
to moderate growth to
positively impact EBTDA
✓ Material reduction in
employee expenses and
headcount
✓ Material reduction in
external spend
✓ Pausing all new credit
product expansion and/or
go-to-market expenditure
✓ Exited support for Arbor (EU
market) and any short-term
geographical expansion
✓ Reduced investment in the
Wisr Financial Wellness
Platform
Growth moderated and
profitability1 delivered
June 2023 run-rate new
loan origination yield
(c. 13%) and Net Interest
Margin (NIM) (c. 5%)
Operating cash flow of $7.4M2
and 78% EBTDA2 improvement
(FY23 vs FY22), including two
positive quarters (Q2FY23 and
Q4FY23)
1
Profitability is on a run-rate EBTDA basis
2 Operating cash flow is audited and on a cash basis per the 4E versus EBTDA (audited) which is a profit and loss statement metric. Both operating cash flow
and EBTDA exclude $1.1M one-off restructuring costs. Source: FY23 (Appendix and Financials)
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WISR LIMITED • ANNUAL REPORT 2023
Wisr has a
unique and
differentiated
strategy
Digital Lending
Platform
Wisr’s unique
competitive
advantage
Financial Wellness
Platform
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WISR LIMITED • ANNUAL REPORT 2023 Key results
Moderated lending growth
$495M1
$1.6B1
$931M
in new loan originations
Total loan originations
Wisr loan book
19%
on pcp
(FY22 $611M)
781 average credit score
of total book as at 30
June 2023 (FY22 780)
19%
on pcp
(FY22 $780M)
Focused on profitability
$91.9M2
in operating revenue
$(1.6)M3
EBTDA
55%
(FY22 $59.4M)
on pcp
78%
(FY22 $(7.2)M)
improvement
on pcp
1.25%
On-balance sheet
90+ day arrears as at
30 June 2023
(0.98% as at 30 June 2022)
Strong balance sheet
$200M
ABS transaction, Wisr
Independence Trust
2023-1, 2.58% over
one-month BBSW
Wisr well capitalised with cash balance of
$23.1M
Includes $21.7M unrestricted cash and $1.4M loans
for sale. Refer to pg 15 for full detail
Proprietary Financial Wellness Platform
758K+
Wisr Financial Wellness
Platform profiles
17%
on pcp
(647K as at 30 June 2022)
$6.3M
in round ups paid off
customer debt as at
30 June 2023
1
2
Loan originations audited
Revenue audited and percentage increase is on
previous corresponding period (PCP)
3
Excludes $1.1M restructuring costs
11
Positive operating cash flow delivered1
$8M
$6M
$4M
$2M
$0M
-$2M
-$4M
-$6M
-$8M
-$10M
FY21
FY222
FY23
We responded to changing macroeconomic
conditions in FY23 with a series of material
operating expense reductions, implemented
in Q1FY23 and Q4FY23, while also growing
revenue.
This has had a materially positive impact,
delivering $7.4M of operating cash flow
(excluding $1.1M one-off restructuring
costs), a 386% improvement on FY22
($(2.6M)).
Wisr YOY revenue growth3
$91.9M
$59.4M
$27.2M
FY21
FY22
FY23
Operating cash flow is audited and on a cash basis per the 4E versus EBTDA (audited) which is a profit and loss statement metric. Source: FY23 (Appendix and
Financials)
Includes one-off Olympics & Brand campaign spend
Revenue audited
1
2
3
12
WISR LIMITED • ANNUAL REPORT 2023 Wisr YOY lending platform growth4
Total loan originations (cumulative, to scale)
Yearly loan originations (number)
$1.6B
$495M
$1.2B
$611M
$611M
$367M
$245M
$137M
$21.5M
$3.6M
$39M
$18M
$109M
$70M
FY17
FY18
FY19
FY20
FY21
FY22
FY23
Wisr YOY loan book balance5
$931M
$780M
$384M
$90M
FY20
FY21
FY22
FY23
4
5
As previously advised in Q2FY23, Wisr has deliberately moderated loan origination growth to maintain balance sheet strength and prioritise profitability
Loan book includes all loans in WH1, WH2, Freedom Trust 2021-1, Freedom Trust 2022-1, Independence 2023-1, and balance sheet, excludes off-balance
sheet of $8.8M as at 30 June 2023
13
Strong funding platform
• WH1 has $450M of committed funding
and an undrawn capacity of $75M, while
WH2 has committed funding of $250M
and an undrawn capacity of $75M (total
$150M available)
• Wisr has now delivered three ABS
transactions – Freedom 2021, Freedom
2022 and Independence 2023
• A debt facility (Head Company) is in place
which is fully drawn to $25M. The facility
is due to mature in July 2025
• Work is continuing on a third warehouse
with a new senior funder and ability to fund
both PL and SVL (senior funder credit
approval received)
• Credit approval was received for an
• In June 2023, Wisr released term deal
capital with the sale of the $3.6M Freedom
2021 G1 notes
intraday overdraft facility for working
capital requirements and is currently going
through implementation
Funding as at 30 June 2023
$150M
$955M
$1.2B
$1.0B
$800M
$600M
$400M
$200M
$1.1B
$25M
$148M
$68M
$165M
$250M
$450M
Drawn
Available
Total facility
WH1
WH2
Independence 2023
Freedom 2021
Freedom 2022
Head Co
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WISR LIMITED • ANNUAL REPORT 2023 Capital position
CAPITAL ASSETS
DESCRIPTION
Restricted cash
$31.9M
Cash held in the Wisr Warehouses consists
of customer loan repayments (principal and
interest) and unutilised funds from note
subscriptions (predominantly third-party
debt). Use of these funds is restricted to the
purposes of funding loans and operating the
Wisr Warehouses e.g. Trustee fees.
Unrestricted cash
$21.7M
Cash on hand available to be used for any
purpose of the business.
Loans available
for sale
$1.4M
Loans held on the balance sheet as at the
reporting date are available to sell to the
Wisr Warehouses, thereby effectively
being a cash equivalent.
Wisr equity
holding in Wisr
Warehouses
$48.3M
Wisr’s equity investment in the Wisr
Warehouses:
• Freedom 2021
• WH1 ($19.6M)
($3.6M, call date1
March 2024)
• Freedom 2022
($11.3M, call date1
September 2025)
• WH2 ($5.4M)
• Independence 2023
($8.4M, call date1
December 2026)
Cash per
balance sheet
$53.6M
Cash and cash
equivalents
$23.1M
Wisr equity holding
in Wisr Warehouses
$48.3M
1
Call dates are forecasted based on expected prepayment rates and actual dates may vary
15
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL WELLNESS PLATFORM (FWP)
FINANCIAL
WELLNESS
IS A SMART
STRATEGY
Wisr’s Financial Wellness
Platform (FWP) helps
customers better
understand and engage
with their financial life.
It promotes better financial
decision-making for everyone – no
matter their level of understanding
or financial position.
It’s Wisr’s competitive advantage;
we’re the only consumer finance
provider in Australia with this
offering, making us more than
just a lender.
16
WISR LIMITED • ANNUAL REPORT 2023 The FWP offers proven benefits for
our customers who engage with it.
It allows users to:
✓ Get a personalised
experience based on
their next major money
moment
✓ See their liabilities and
balances
✓ Check and monitor their
credit scores
✓ Fine-tune their financial
knowledge
✓ Move from subprime to
prime credit scores
✓ Round up their money to
pay down debt or save
✓ Receive personalised
product offers and pricing
✓ Access smarter personal
and secured car loans
✓ Apply, manage and pay
down their Wisr loan
✓ Learn the psychology
of why they spend and
change habits
Financial Wellness Platform profiles
(Cumulative, to scale)
758K
647K
451K
251K
73K
FY19
FY20
FY21
FY22
FY23
17
WISR’S FINANCIAL WELLNESS PLATFORM (FWP)
Smart decisions at any stage
of a customer’s life, anytime,
in their pocket
With Wisr App, customers can
access a wide range of tools to
help them make smarter decisions,
throughout their financial journey
CREDIT SCORES
• Free access to
Equifax and Experian
credit scores
• Overview of credit
insights and liabilities,
indicates eligibility for
a Wisr loan
• Alerts when
scores change
SMART MOVES
• Surfaces the next best
financial action based
on the customer’s
circumstances
• Personalised interactive
lessons to help improve
money habits
Where do I
stand
financially?
What’s my
next smart
decision?
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WISR LIMITED • ANNUAL REPORT 2023 LOAN OFFER
By accompanying
customers through
significant money
moments, we have
a data-rich picture of
a customer’s financial
situation, behaviour
and interests.
When a customer’s
financial situation or
behaviour changes,
we can propose
relevant next steps
at the right time,
including personalised
loan offers.
Can I
access
credit?
CREDIT SCORES
Wisr knows when
customers’ credit
scores improve
enough to make them
eligible for a loan offer
ROUND UPS
Transaction data
from round ups helps
indicate spending
patterns and potential
serviceability
How do I
reach my
money goals?
ROUND UPS
• Send digital spare
change from daily
purchases, towards
a debt or other
money goal
How do I
manage
my loan?
LOAN MANAGEMENT
• Monitor repayment
progress
• Pay loans back faster
using round ups
• Self-service functionality
used frequently by early
arrears customers,
including extra
repayments, changing
repayment frequency
and direct debit account
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FINANCIAL WELLNESS PLATFORM (FWP)
Wisr’s FWP improves loan
customers’ financial health
Wisr loan customers who
engaged with the FWP during
FY23 were on average 41%1
further ahead on their loan
repayment balance compared
to loan customers who didn’t
engage with the FWP.
The FWP can help loan
customers save on interest.
For example, if a customer on a
$30K loan pays an extra $50 per
month through round ups, the
loan will be paid off 5 months2
ahead of schedule.
Based on average comparison of engaged and not engaged loan customers that are current and not in arrears between 01 July 2022 – 30 June 2023
Calculation is based on average loan size of $30k and a baseline interest rate of 8.79%
1
2
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WISR LIMITED • ANNUAL REPORT 2023 Award-winning
momentum
21
Executive Leadership Team
Andrew has over 20 years of experience in Financial Services
across consumer finance, investment banking, private equity
and assurance and has been with Wisr since 2017. Prior to
Wisr, Andrew worked at Macquarie Capital, in both domestic
and offshore markets, as well as KPMG. Andrew is focused on
continuing to scale Wisr, providing exceptional products to
customers that are underpinned by a clear capital and risk
management strategy. Andrew holds a Bachelor of Business
and is a Chartered Accountant.
Joanne is a respected leader of multiple disciplines in Banking,
with over 18 years of 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. Before Wisr,
Joanne was General Manager of Unsecured Risk at the
Commonwealth Bank, where she led the integration project
for the bank’s Comprehensive Credit Reporting compliance.
Ben has worked in and led product and technology teams
across three continents for over 20 years across B2B and B2C,
from startups with successful exits through to IBM. He has
spanned all product life cycle stages, from building creative
new products to nurturing mature cash cows. Before joining
Wisr three years ago, Ben led the product team at THE ICONIC.
At Wisr, he leads the product and technology functions.
James has over 15 years of experience building brands,
delivering growth, and leading high-performing teams. He is
passionate about solving customer problems through combining
purpose, technology, and people. Since joining Wisr in 2018
James has been responsible for building Wisr’s purpose-led
brand, communications, and customer experience. He has worked
with a number of established financial services and challenger
brands, including Virgin Mobile, Bankwest, AMEX and ING.
Andrew Goodwin
CHIEF EXECUTIVE
OFFICER & CHIEF
FINANCIAL OFFICER
Joanne Edwards
CHIEF OPERATING
OFFICER
Ben Berger
CHIEF PRODUCT
OFFICER
James Goodwin
CHIEF CUSTOMER &
MARKETING OFFICER
22
WISR LIMITED • ANNUAL REPORT 2023 Peter joined Wisr in 2015 and has led the growth of Wisr’s broker
channel. He is a senior business executive with over 30 years of
global banking, finance and project delivery experience 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 sales leadership skills
with deep experience operating high-volume, online financial
product businesses.
David is a commercial lawyer with over 15 years of experience
working in law firms and as an in-house lawyer in Australia and
internationally. Before joining Wisr, David advised on legal and
business affairs across Asia-Pacific as Senior Legal Counsel
(APAC) at IMG/Endeavor (NYSE: EDR). David was previously an
Associate at global law firm Taylor Wessing LLP in London, UK.
David holds a Bachelor of Laws (LLB) and Bachelor of Commerce
(BComm – Finance) from the University of Melbourne.
Kate has over 14 years of experience building people and
recruitment programs in the People and Culture space. Formerly
in Silicon Valley, Kate worked on building a global recruitment
program at Salesforce and developed a rich end-to-end
employee experience at tech start-up Inkling. Kate moved to
Sydney in 2016 and has built the Wisr Employee Experience, HR
and Recruitment functions from the ground up.
Peter Beaumont
CHIEF COMMERCIAL
OFFICER
David King
GENERAL
COUNSEL
Kate Renner
HEAD OF EMPLOYEE
EXPERIENCE
23
Board of Directors
Mr Brown is a highly experienced senior executive, board member,
adviser and investor with over 20 years of experience across
investment banking and technology in Australia and the United
States. He is the Founder and Managing Director of independent
investment and corporate advisory firm Alluvion Capital.
Prior to Alluvion Capital, Mr Brown was Chief Financial Officer
and Executive Director of a high-growth, global enterprise SaaS
business. Prior to that, Mr Brown was a Managing Director at
Macquarie Capital, where he spent 12 years in Sydney and New
York with a focus on M&A, capital markets and principal investing.
Mr Brown is also a non-executive director of EncompaaS Software
Limited, Thinxtra Limited, Learning Vault Pty Limited and Upwire
Pty Limited and an active investor in early-stage, high-growth
technology businesses.
Mr Nantes has over 25 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 Income
Asset Management (ASX: IAM), a leading financial services
company in Australia with over $3B in AUA, as well as a non-
executive director of 1st Group (ASX:1ST), a newly merged
leading Healthtech company in Australia, and a non-executive
director of Thinxtra, a public non-listed IOT technology company.
Mr Nantes has a strong reputation for building profitable and
fast-growing businesses, especially those reliant on technology,
product innovation, and market disruption with strict compliance/
governance requirements, 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 financial advisory roles at Colonial State Bank.
Ms Lyall is a highly experienced senior executive, board member
and strategic adviser with over 35 years of experience across
finance, banking, government and fintech in Australia and the
United Kingdom. She is a Partner at Seed Space Venture Capital,
the Co-Founder of not-for-profit Seed Money Australia, non-
executive director of several unlisted fintech companies, and is
a NED on the board of the peak industry body Fintech Australia.
Ms Lyall’s extensive experience in the Australian and British
Financial Services sectors includes roles at the Chicago
Mercantile Exchange, Nasdaq and the London Stock Exchange.
Most notably, Non-Executive Director Deutsche Bank UK Bank,
sitting on the Bank’s Board Risk Committee (BRC), the Listed
Derivatives Risk and Compliance Committee (LDRCC), and the
Nomination Committee as Chair.
Matthew Brown
INTERIM CHAIR & NON-
EXECUTIVE DIRECTOR
BCom; LLB
John Nantes
NON-EXECUTIVE
CHAIR
LLB; BCom; B.A., DFP
Cathryn Lyall
NON-EXECUTIVE
DIRECTOR
B.A.; M.A
24
WISR LIMITED • ANNUAL REPORT 2023 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, social impact, and health.
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 securitisation distribution specialists and is on the
Investment Committee of a large SME direct lending fund.
Craig Swanger
NON-EXECUTIVE
DIRECTOR
BCom (Hons); SIA GD
Kate Whitney
NON-EXECUTIVE
DIRECTOR
B.A.
Ms Whitney is a highly experienced senior executive with
over 25 years of experience in Australian Consumer Law,
accelerating growth, product expansion and driving customer
acquisition through data and analytics across marketing,
advertising, subscription television, FMCG, financial services,
telecommunication, luxury and retail. From 2020-2022, she held
the position of Chief Marketing and Growth Officer for the
innovative foodservice business Marley Spoon Australia (ASX:
MMM), and in early 2023 was appointed as Chief Digital and
Technology Officer for Treasury Wine Estates (ASX: TWE). In her
current role, Ms Whitney has oversight of all the company’s
technology, cyber-security and information systems globally, as
well as the data, insights and analytics division and capability.
Prior to her current role, Ms Whitney spent six years as the
Director of Digital at Pernod Ricard, both in the Australian and
USA businesses and between 2011 and 2014, she was the
General Manager of Marketing at David Jones, which included
oversight of the credit card portfolio. Her key achievements
include driving $250M in revenue growth for David Jones via the
Amex Storecard deal, and during her tenure at Marley Spoon, Ms
Whitney saw the company’s revenue more than double.
25
WISR LIMITED • ANNUAL REPORT 2023
WISR LIMITED • ABN 80 004 661 205
FINANCIAL REPORT
for the year ended 30 June 2023
26
WISR LIMITED • ANNUAL REPORT 2023 WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
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 2023.
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
John Nantes1
Position
Non-Executive Chair
Craig Swanger
Non-Executive Director
Matthew Brown1
Non-Executive Director
Cathryn Lyall
Kate Whitney
Non-Executive Director
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 and secured
vehicle loans for 3, 5 and 7-year maturities to Australian consumers.
REVIEW OF OPERATIONS
Key Group highlights include:
Financial performance
(cid:0) Operating revenue up 55% to $91.9M (FY22: $59.4M)
(cid:0) 78% EBTDA improvement (FY23: $(1.6)M2 vs FY22: $(7.2)M)
(cid:0) Continued NIM expansion, now delivering a NIM run rate (June 2023) of c. 5% on new
business written
1 Mr M Brown was appointed Interim Chair from 21 August 2023 as per ASX release on 21 August 2023.
2 Excludes $1.1M restructuring costs.
27
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Review of operations (cont.)
Loan book
(cid:0) Loan book growth of 19% to $931M (FY22: $780M)
(cid:0) 90+ Day arrears of 1.25% (FY22: 0.98%) and 781 average credit score of total book (FY22:
780)
(cid:0) Total new loan originations down 19% to $495M (FY22: $611M) following deliberate
moderation of loan origination volume to maintain a strong balance sheet and prioritise
profitability
(cid:0) Total loan originations $1.6B as at 30 June 2023
Balance sheet and funding
(cid:0) Cash balance (excluding restricted cash) $23.1M as at 30 June 2023, consisting of $21.7M
unrestricted cash and $1.4M loans available for sale
(cid:0) Equity note investments within Wisr Warehouses of $48.3M
(cid:0) Sale of Freedom 2021 G1 notes (settled June 2023), releasing additional capital of $3.6M into
the business
(cid:0) The Company's third ABS transaction and inaugural asset-backed securities deal for the
secured vehicle loan product, the $200M Wisr Independence Trust 2023-1 (Independence23)
(cid:0) Strengthened the balance sheet by securing a new $25M3 head company debt facility
(Q2FY23)
(cid:0) Rolled-forward Wisr Warehouse’s (WH1 & WH2) for another 12 months (Q2FY23)
(cid:0) Received credit approval from another Big Four bank for a third warehouse facility
Financial Wellness Platform
(cid:0) 17% increase in the Wisr Financial Wellness Platform (FWP), with over 758,000 customer
profiles (FY22: 647,000) at 30 June 2023
(cid:0) Launch of the Company’s new technology product, Wisr Today, in Q2FY23 with over 28K
downloads
FOCUS ON PROFITABILITY OVER HIGH-GROWTH
Wisr began FY23 with the objective of achieving profitability4 within 12 months. In response to
macroeconomic conditions, through prudent and proactive adjustment of the Company’s strategy
and cost base, Wisr has successfully delivered profitability on a run-rate basis with two positive
EBTDA quarters in FY23 (Q2 and Q4) while maintaining a robust balance sheet.
The material cost out, which included headcount reductions (Q1FY23 and Q4FY23) and other
strategic decisions (including the deliberate moderation of loan origination volume) made by
management, have had a materially positive impact, with the Company delivering three positive
operating cash flow quarters (Q2FY23, Q3FY23 and Q4FY23) while delivering 55% revenue
3 $25M drawn after certain milestones were achieved.
4 Profitability is on a run-rate EBTDA basis and is subject to broader market conditions, including any significant volatility
events, the level of global inflation and interest rates, and the impact of any geopolitical events.
28
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Review of operations (cont.)
growth (FY23: $91.9M v FY22: $59.4M) and a 78% EBTDA improvement (FY23: $(1.6)M5 vs FY22:
$(7.2)M).
In addition, the Company has successfully completed a number of significant funding and capital
management initiatives to improve balance sheet strength and flexibility as the Company
continues to navigate an uncertain short-term environment. In Q2FY23, Wisr strengthened its
balance sheet by securing a new $25M6 debt facility (head company), with a maturity date 1 July
2025. Part of the proceeds of the new facility was used to repay the Company’s existing $6.5M
head company debt facility.
Wisr has rolled forward WH1 and WH2 for another 12 months and received credit approval from
another Big Four bank for a third warehouse facility. This new facility will further diversify Wisr’s
funding sources, enhance growth through funding capacity and add further balance sheet
robustness. However, following the deliberate moderation of loan origination volume, the facility
was not required in FY23; the market will be updated on further developments as they become
available in FY24, closer to go-live.
Wisr also received credit approval from a Big Four bank for an intraday credit facility to further
alleviate balance sheet pressure and remains committed to strong cost control in the near term.
Following the significant reduction in short-term growth aspirations in lending in response to the
macroeconomic environment, as at 30 June 2023, Wisr reached $1.6B in total loan originations
since inception, and FY23 delivered $495M in new loan originations, a 19% decrease on FY22
($611M).
LOAN BOOK, RISK AND FINANCIAL POSITION
As at 30 June 2023, WH1, WH2, Freedom21, Freedom22, Independence23 and on-balance sheet
had a combined loan book balance of $931M, an increase of 19% (FY22: $780M). The high quality
of Wisr’s prime loan portfolio continued to be demonstrated with on-balance sheet 90+ Day
arrears increasing only slightly to 1.25% (FY22: 0.98%), which is within risk appetite and reflective
of broader macroeconomic conditions. The FY23 average credit score of the total book is steady
at 781 (FY22: 780).
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 Group calculates Expected Credit Loss (“ECL”)
using three main components, the exposure at default, the probability of default and the loss
given default.
The total provision held as at 30 June 2023 is $26.7M (2.9%) an increase from $18.9M (FY22).
The total loan impairment expense for FY23 was $22.3M (2.4%), representing $7.8M of
incremental provisions and $14.5M of net losses ($17.5M gross losses net of $3.0M recoveries).
The Company is well capitalised with a cash balance (excluding restricted cash) of $23.1M,
consisting of $21.7M unrestricted cash and $1.4M loans available for sale as at 30 June 2023.
5 Excludes $1.1M restructuring costs.
6 $25M drawn after certain milestones were achieved.
29
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Review of operations (cont.)
EXPENSES
The operational leverage in the business is evidenced by 55% operating revenue growth compared
to a 20% decrease in operating expenses (“Opex”) (FY23 Opex $(32.8)M7 vs FY22 Opex $(41.0)M).
A significant cost reduction process in FY23 drove this.
Other expense items include:
(cid:0) An increase in provision for expected credit loss expense (non-cash) of $22.3M (FY22
$16.4M) due to growth in loan origination volume and loan book.
(cid:0) An increase in finance expense of $46.2M (FY22 $18.8M) due to growth in loan origination
volume and loan book, along with higher funding costs.
(cid:0) A marginal increase in employee benefits expense of $20.2M (FY22 $18.9M) with $1.1M
related to restructuring costs.
(cid:0) A decrease in marketing expense of $2.3M (FY22 $12.1M) due to moderated growth strategy
and cost reduction process.
WISR FINANCIAL WELLNESS PLATFORM
In Q1FY23, the Company deliberately reduced the material investment in the Wisr FWP to further
drive the push to profitability8. Despite the reduction in spending, the Wisr FWP grew by 17%, with
over 758,000 customer profiles (FY22: 647,000) at 30 June 2023.
In Q2FY23, the FWP suite of products was bolstered by the launch of the Company’s new
technology product, Wisr Today, a psychology-led money coaching app that helps users build
smarter habits and improve holistic financial health. Since its launch, there have been over 28K
downloads. Wisr Finance Pty Ltd9 holds a financial services licence (AFSL 458572) to provide
general financial product advice via the Wisr Today app.
GOVERNANCE
Wisr faces a broad range of risks reflecting its business operations as a non-bank consumer
lender. The material business risks to the business are liquidity, licenses, and technology (which
including IT).
The Board is responsible for setting risk appetite and approving and reviewing the risk
management strategy and framework; this includes the 14-point Enterprise Risk Management
Register. The Board also ensures senior management has identified key risks, that those risks are
managed and controlled appropriately and endorses the Risk Management plan, which is set out
to manage all risks to remain in risk appetite.
Management is then responsible for implementing the Board approved risk management strategy
and risk management plan.
External auditors provide Independent assurance to the Board on the adequacy and effectiveness
of management controls for risk.
7 Excludes $1.1M restructuring costs.
8 Profitability is on a run-rate Cash EBTDA basis and is subject to broader market conditions, including any significant
volatility events, the level of global inflation and interest rates, and the impact of any geopolitical events.
9 A 100% subsidiary of Wisr Limited.
30
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Review of operations (cont.)
Wisr has the following Committees in place to foster innovation and continuous improvement in
efficiencies across all business operations:
(cid:0) Quarterly Board Audit and Risk Committee, Chaired by Non-Executive Director, Matthew
Brown10
(cid:0) Risk Management Committee, Chaired by Chief Operating Officer, Joanne Edwards
(cid:0) Credit Committee, Chaired by Chief Operating Officer, Joanne Edwards
To further protect the security of the business and in preparation for joining the Open Banking
environment, in FY23, Wisr increased its scope of privacy protections and cyber security
framework.
Chief Product Officer Ben Berger leads the protection of customer information and information
assets, and the Risk Management Committee oversees its management.
OUTLOOK – FY24
The macroeconomic conditions of FY23 required recalibration of the business through prudent
fiscal management to deliver run-rate profitability11 in the short term and set the business up for
sustainable long-term profitability.
The Company’s focus in FY24 is to maintain a strong balance sheet and continue delivering
profitability11 by focusing on NIM expansion. Combined with a clear capital management strategy,
Wisr is in a strong position to safeguard the current macroeconomic climate.
When the conditions are deemed appropriate, the business has measures in place to pivot quickly
and recommence scaling of loan origination volume.
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
On 16 August 2023, Wisr announced that Wisr’s Chief Financial Officer, Andrew Goodwin, had
been appointed to the role of Chief Executive Officer, effective immediately, and Joanne Edwards
was promoted to Chief Operating Officer. This followed the termination of the employment of
Chief Executive Officer, Anthony Nantes, by the Wisr Board.
On 21 August 2023, Matthew Brown was appointed interim Chair following John Nantes' leave of
absence per the ASX release on 21 August 2023.
10 Mr M Brown was appointed Interim Chair from 21 August 2023 as per ASX release on 21 August 2023.
11 Profitability is on a run-rate Cash EBTDA basis and is subject to broader market conditions, including any significant
volatility events, the level of global inflation and interest rates, and the impact of any geopolitical events.
31
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
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.
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, Non-Executive Chair12
Qualifications
Experience
LLB; B.Comm.; B.A., DFP
Mr Nantes has over 25 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 Income Asset Management (ASX: IAM), a leading
financial services company in Australia with over $3B in AUA, as well as a non-
executive director of 1st Group (ASX:1ST), a newly merged leading Healthtech
company in Australia, and a non-executive director of Thinxtra, a public non-
listed IOT technology company.
Mr Nantes has a strong reputation for building profitable and fast-growing
businesses, especially those reliant on technology, product innovation, and
market disruption with strict compliance/governance requirements, 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 financial advisory roles at Colonial State Bank.
Interest in shares and options as at
30 June 2023
Ordinary shares held: 16,081,370
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
Income Asset Management Group Ltd (ASX: IAM)
1st Group Ltd (ASX: 1ST)
12 Mr M Brown was appointed Interim Chair from 21 August 2023 as per ASX release on 21 August 2023.
32
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Craig Swanger, Non-Executive Director
Qualifications
Experience
BCom (Hons); SIA GD
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, social impact, and health.
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 securitisation distribution specialists and is on the
Investment Committee of a large SME direct lending fund.
Interest in shares and options as at
30 June 2023
Ordinary shares held: 5,866,666
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
Income Asset Management Group Ltd (ASX: IAM)
Matthew Brown, Non-Executive Director13
Qualifications
Experience
B.Comm; LLB
Mr Brown is a highly experienced senior executive, board member, adviser and
investor with over 20 years of experience across investment banking and
technology in Australia and the United States. He is the Founder and Managing
Director of independent investment and corporate advisory firm Alluvion
Capital.
Prior to Alluvion Capital, Mr Brown was Chief Financial Officer and Executive
Director of a high-growth, global enterprise SaaS business. Prior to that, Mr
Brown was a Managing Director at Macquarie Capital, where he spent 12 years
in Sydney and New York with a focus on M&A, capital markets and principal
investing.
Mr Brown is also a non-executive director of EncompaaS Software Limited,
Thinxtra Limited, Learning Vault Pty Limited and Upwire Pty Limited and an
active investor in early-stage, high-growth technology businesses.
Interest in shares and options as at
30 June 2023
Ordinary shares held: 475,000
Performance rights held: 1,937,000
Former directorships (last 3 years)
None
Other current directorships
None
13 Mr M Brown was appointed Interim Chair from 21 August 2023 as per ASX release on 21 August 2023.
33
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Cathryn Lyall, Non-Executive Director
Qualifications
Experience
B.A.; M.A
Ms Lyall is a highly experienced senior executive, board member and strategic
adviser with over 35 years of experience across finance, banking, government
and fintech in Australia and the United Kingdom. She is a Partner at Seed
Space Venture Capital, the Co-Founder of not-for-profit Seed Money Australia,
non-executive director of several unlisted fintech companies, and is a NED on
the board of the peak industry body Fintech Australia.
Ms Lyall’s extensive experience in the Australian and British Financial Services
sectors includes roles at the Chicago Mercantile Exchange, Nasdaq and the
London Stock Exchange. Most notably, Non-Executive Director Deutsche Bank
UK Bank, sitting on the Bank’s Board Risk Committee (BRC), the Listed
Derivatives Risk and Compliance Committee (LDRCC), and the Nomination
Committee as Chair.
Interest in shares and options as at
30 June 2023
Ordinary shares held: Nil
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
None
Kate Whitney, Non-Executive Director
Qualifications
Experience
B.A.
Ms Whitney is a highly experienced senior executive with over 25 years of
experience in Australian Consumer Law, accelerating growth, product
expansion and driving customer acquisition through data and analytics across
marketing, advertising, subscription television, FMCG, financial services,
telecommunication, luxury and retail. From 2020-2022, she held the position of
Chief Marketing and Growth Officer for the innovative foodservice business
Marley Spoon Australia (ASX: MMM), and in early 2023 was appointed as Chief
Digital and Technology Officer for Treasury Wine Estates (ASX: TWE). In her
current role, Ms Whitney has oversight of all the company’s technology, cyber-
security and information systems globally, as well as the data, insights and
analytics division and capability.
Prior to her current role, Ms Whitney spent six years as the Director of Digital at
Pernod Ricard, both in the Australian and USA businesses and between 2011
and 2014, she was the General Manager of Marketing at David Jones, which
included oversight of the credit card portfolio. Her key achievements include
driving $250M in revenue growth for David Jones via the Amex Storecard deal,
and during her tenure at Marley Spoon, Ms Whitney saw the company’s
revenue more than double.
Interest in shares and options as at
30 June 2023
Ordinary shares held: Nil
Performance rights held: Nil
Former directorships (last 3 years)
None
Other current directorships
None
34
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
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 17 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. She currently acts as company secretary and
governance advisor to four companies listed on ASX.
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 of the Group.
Miss Ho has also had over 3 years’ experience practicing as a solicitor in a
private law firm in Sydney.
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:
(cid:0) John Nantes
(cid:0) Craig Swanger
(cid:0) Matthew Brown
(cid:0) Cathryn Lyall
(cid:0) Kate Whitney
(cid:0) Christopher Whitehead
(cid:0) Vanessa Chidrawi
(cid:0) Peter Beaumont
(cid:0) Stephen Porges
(cid:0) Campbell McComb
(cid:0) Leanne Ralph
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 2023, and the number of meetings attended by each director
were:
35
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Directors' Meetings
Audit and Risk Committee
Meetings
Remuneration and Nominations
Committee Meetings
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
Number
eligible to
attend
Number
attended
John Nantes
Craig Swanger
Matthew Brown
Cathryn Lyall
Kate Whitney
16
16
16
16
16
16
13
15
16
15
5
-
5
5
-
5
-
5
5
-
-
5
5
3
5
-
2
5
3
5
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
BDO Audit Pty Ltd were appointed Company auditor on 25 September 2020 and 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 2023:
Non-audit services
Taxation services
Total
$
5,400
5,400
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.
The directors are of the opinion that the services as disclosed in note 19 to the financial statements
do not compromise the external auditor's independence requirements of the Corporations Act 2001
for the following reasons:
(cid:0) all non-audit services have been reviewed and approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
(cid:0) 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.
36
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
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 2023 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
Vesting Determination
Date
Exercise Price
Number under
Performance Rights
19 Feb 2019
1 Sept 2019
1 Jul 2021
1 Jul 2022
1 Jul 2022
Total
31 Jul 2021
31 Jul 2022
31 Jul 2023
30 Sep 2023
30 Sep 2024
Nil
Nil
Nil
Nil
Nil
440,530
3,833,989
2,948,751
12,097,212
12,097,236
31,417,718
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.
CORPORATE GOVERNANCE STATEMENT
Our Corporate Governance Statement is available on our website at: www.wisr.com.au/policies-
and-governance
37
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
REMUNERATION REPORT
LETTER FROM CHAIR OF THE REMUNERATION AND NOMINATION 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 2023 (FY23).
Wisr’s remuneration framework, as outlined in the accompanying Report, reflects our commitment
to deliver competitive remuneration to attract and retain talented individuals, while aligning the
interests of executives, directors and shareholders.
Performance-based remuneration forms a significant portion of Wisr’s remuneration strategy for
senior executives and KMPs, with recipients receiving less fixed (cash) remuneration than their
market value yet having the opportunity to earn attractive levels of total remuneration in the case
of substantial outperformance against set targets. The KPIs and behaviours required to qualify for
STI and LTI align values, behaviours, and shareholder-interests.
In May 2023, after consultation on current best practice, the Wisr Board restructured non-
executive director remuneration to fixed cash only.
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.
Regarding STI, each year the Board assesses 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.
Regarding LTI, share price hurdles are set at levels substantially higher than the prevailing share
price to further align interests with shareholders, while managing dilution.
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.
...............................................................
CATHRYN LYALL
CHAIR, REMUNERATION AND NOMINATION COMMITTEE
38
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
REMUNERATION REPORT (AUDITED)
Wisr Limited’s 2023 remuneration report sets out remuneration information for the Company’s
directors and other key management personnel.
The report contains the following sections:
1. Key management personnel disclosed in this report
2. Remuneration governance
3. Service agreements
4. Details of remuneration
5. Equity instruments held by key management personnel
6. Movement in performance rights
7. Fair value of performance rights
8. Other transactions with key management personnel
1. 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 2023 and up to the date of this report, the following were
classified as key management personnel:
Name
Position
John Nantes14
Non-Executive Chair
Craig Swanger
Non-Executive Director
Matthew Brown14
Non-Executive Director
Cathryn Lyall
Kate Whitney
Non-Executive Director
Non-Executive Director
Andrew Goodwin
Chief Executive Officer (from 16 August 2023)
Chief Financial Officer (up to 15 August 2023)
Anthony Nantes
Chief Executive Officer (up to 15 August 2023)
2. REMUNERATION GOVERNANCE
The Board ensures that executive reward satisfies the following key criteria for good reward
governance practices:
(cid:0) competitiveness and reasonableness;
(cid:0) acceptability to shareholders;
(cid:0) performance linkage and alignment of executive compensation;
(cid:0) transparency; and
(cid:0) capital management.
14 Mr M Brown was appointed Interim Chair from 21 August 2023 as per ASX release on 21 August 2023.
39
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 2. Remuneration governance (cont.)
a. 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.
Wisr Remuneration Framework 2023
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)
Variable Equity
Remuneration (LTI)
Amount and Range
(Min Rem – Max
Rem)
Conditions to
exceed Min
Strategy behind
this approach
Min Rem 2nd–3rd
quartile level based
on market
comparables
Max Rem at 2nd–3rd
quartile based on
market comparables
if LTI hurdles
achieved.
Must pass all
compliance KPIs to
exceed Min Rem. In
order to reach Max
Rem, individual STI
hurdles must be
exceeded each year,
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 is based on
market
comparables,
including ASX-listed
peer companies.
0-100% of TFR
depending upon
position. Not
applicable for
directors.
LTI to generally form
0-85% of TR.
100% of senior
executive LTI is at-
risk, meaning that
the minimum LTI
payment is nil for
senior executives.
n/a
Must pass all
compliance KPIs to
exceed nil, then
performance driven
according to
individual but
aligned KPIs.
Senior executive LTI
linked to substantial
share price
increases above
prevailing share
price at the time of
issue.
Attract and retain
high calibre senior
executives and
directors.
Align performance
and behaviour in
short-term, including
risk management,
growth, and
profitability.
Align executives to
manage all aspects
required for
shareholder growth
in shareholder value
including earnings
growth and
compliance matters.
In accordance with best practice corporate governance, the structure of non-executive director
and executive remuneration is separate and distinct.
b. 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.
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
40
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 2. Remuneration governance (cont.)
determination was adopted by ordinary resolution passed at the Annual General Meeting held on
24 November 2021 when shareholders approved an increase of the maximum aggregate amount
of non-executive director remuneration to $1,000,000 per annum, excluding share-based
payments such as performance rights.
The aggregate remuneration is reviewed annually. The remuneration for non-executive directors
is currently comprised of cash and superannuation contributions. As of May 2023, share-based
payments such as performance rights no longer form part of non-executive directors’
remuneration.
Retirement allowances for non-executive directors
There is no scheme to provide retirement benefits, other than statutory superannuation, to
non-executive directors.
c. 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:
(cid:0) align the interests of executives with Wisr shareholders; and
(cid:0) ensure total remuneration is competitive by market standards in order to attract and retain
talented individuals.
i. 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.
ii. 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 will only have value to the executive if
the performance hurdles are met and, in the case of share rights, if the share price exceeds the
relevant 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 key management personnel (KMP) have entered into a voluntary escrow agreement
in which they agreed to retain all remuneration related equity issued after December 2019 for a
period ending 12 months after ceasing employment with the Company. This was not a condition of
the LTI Plan, but was voluntarily agreed to by the KMP.
41
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 2. Remuneration governance (cont.)
iii. Retirement benefits
No executives have entered into employment agreements that provide additional retirement
benefits.
d. Company performance linked to remuneration
Given the growth nature of the Company, and the key economic and financial variables as shown
in the table below, any awards 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 2023
30 June 2022
30 June 2021
30 June 2020
30 June 2019
$
$
$
$
$
Operating revenue
91.857M
59.392M
27.231M
7.166M
3.043M
Loss
Dividend
(13.154M)
(19.905M)
(17.639M)
(23.535M)
(7.731M)
nil
nil
nil
nil
nil
Cash balance
53.576M
71.489M
92.410M
37.973M
11.993M
Share price
$0.03
$0.07
$0.26
$0.22
$0.15
42
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) (cont.)
3. SERVICE AGREEMENTS
The remuneration agreements of key management personnel as at 30 June 2023 are set out
below:
KMP
Position held as at 30
June 2023 and any
change during the year
Contract details (duration and
termination)
Agreed gross cash salary
per annum incl.
superannuation ($)
J Nantes
Non-executive chair
C Swanger
Non-executive director
M Brown
Non-executive director
C Lyall
Non-executive director
K Whitney
Non-executive director
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 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.
A Goodwin*
Chief Financial Officer
No fixed term.
6 months’ notice to terminate.
A Nantes*
Chief Executive Officer
No fixed term.
12 months’ notice to terminate.
165,000
(inc GST)
110,000
125,000
125,000
110,000
550,292
(base cash salary per
service agreement)
575,292
(base cash salary per
service agreement)
* Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of employment
of Mr A Nantes as Chief Executive Officer.
In addition to fixed 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:
43
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 3. Service agreements (cont.)
KMP
M Brown
VWAP share price
target *
No. performance
rights that will vest
Earliest
determination date
for vesting
Date performance
rights lapse if
conditions not met
$0.3060
$0.3530
$0.4050
$0.7980
360,000
452,000
24 Nov 2021
30 Nov 2024
30 Nov 2022
30 Nov 2024
544,000
30 Nov 2023
30 Nov 2024
581,000
24 Nov 2021
30 Nov 2024
* These Performance Rights would automatically vest for nil consideration on satisfaction of the Vesting Conditions.
The Vesting Conditions for the Performance Rights are:
(cid:0) The holder being a director/employee of the Company as at the relevant vesting determination dates specified
in the table; and
(cid:0) The relevant volume weighted average price (VWAP) of the Company’s ordinary shares traded on ASX over
any 20-day period exceeds the prices specified in the table.
Non-executive director (NED) remuneration was restructured in May 2023 with all NEDs moving to cash
remunerations only. In August 2023, Mr M Brown agreed to the cancellation of the performance rights referred to in
the table above, for no consideration.
4. DETAILS OF REMUNERATION
The following table of benefits and payment details, in respect to the financial year, represents
the components of remuneration for each member of the key management personnel of the
Group:
SHORT TERM BENEFITS
POST
EMPLOYMENT
BENEFITS
LONG-
TERM
BENEFITS
SHARE BASED
PAYMENTS
Cash salary,
fees & short-
term
compensated
absences
Short-term
incentive
schemes
($)
Superannuation
($)
Long
service
leave
($)
Performance
Rights
($)
Shares
($)
Total
($)
Performance
Related (%)
Directors (2023)
J Nantes^
C Swanger
M Brown
C Lyall
K Whitney
164,633
111,991
113,122
100,679
99,548
Total:
589,973
-
-
-
-
-
-
-
11,759
11,878
10,571
10,452
44,660
-
-
-
-
-
-
-
-
27,896
-
-
27,896
Executives (2023)
A Goodwin*
483,333
101,000
25,292
21,280
A Nantes*
616,667
117,000
25,292
18,535
Total:
1,100,000
218,000
50,584
39,815
^ Amount paid to Mr J Nantes includes 10% GST
-
-
-
-
-
-
-
-
-
-
-
164,633
123,750
-
-
152,896
18.25
111,250
110,000
662,529
-
-
630,905
16.01
777,494
23.62
- 1,408,399
* Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of employment
of Mr A Nantes as Chief Executive Officer.
44
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 4. Details of remuneration (cont.)
SHORT TERM BENEFITS
POST
EMPLOYMENT
BENEFITS
LONG-
TERM
BENEFITS
SHARE BASED
PAYMENTS
Cash salary,
fees & short-
term
compensated
absences
Short-term
incentive
schemes
($)
Superannuation
($)
Long
service
leave
($)
Performance
Rights
($)
Shares
($)
Directors (2022)
J Nantes^
110,000
C Swanger
54,795
M Brown
48,000
C Lyall
40,000
K Whitney
20,000
C Whitehead
22,831
Total:
295,626
Executives (2022)
-
-
-
-
-
-
-
-
5,479
-
4,000
2,000
2,283
13,762
-
-
-
-
-
-
-
A Nantes
441,667
98,941
23,568
15,876
A Goodwin
354,167
66,941
23,568
8,677
Total:
795,834
165,882
47,136
24,553
^ Amount paid to Mr J Nantes includes 10% GST
Further details of KMP STI remuneration are included below:
(cid:0) Mr A Goodwin
89
49
150,338
-
-
49
150,525
309
133
442
-
-
-
-
-
-
-
-
-
-
Total
($)
Performance
Related (%)
110,089
60,323
0.08
0.08
198,338
75.80
44,000
22,000
-
-
25,163
0.20
459,913
580,361
453,486
1,033,847
17.10
14.79
Mr A Goodwin was eligible to receive an STI of up to $317,000 per annum in FY23, subject to
performance criteria as agreed by the Board of Directors from time to time, assessed in the
sole discretion of the Board.
(cid:0) Mr A Nantes
Mr A Nantes was eligible to receive an STI of up to $100,000 per annum, subject to
performance criteria as agreed by the Board of Directors from time to time, assessed in the
sole discretion of the Board. An amount of $50,000 was approved by the Board of Directors
in relation to FY22 which was subsequently paid in FY23.
Short-term and long-term incentives established in the year for the above KMPs are also set out
in Note 23 of the financial report.
Performance conditions set for KMP short-term and long-term incentives (as discussed above
and in Note 23 of the financial report) align the KMP interests with the outcomes for shareholders,
customers, and staff. The achievement of these performance conditions supports the growth of
shareholder value and provides KMPs with the opportunity to earn total remuneration that may
exceed market rates. Conversely, if performance conditions are not met, KMP remuneration will
be below market rates.
45
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) (cont.)
5. 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 of the year
Received as
compensation
Received on exercise
of options or rights
Other changes
during the year
Balance at end
of the year
Directors (2023)
J Nantes
16,081,370
C Swanger
5,866,666
M Brown
C Lyall
K Whitney
Total:
475,000
-
-
22,423,036
Executives (2023)
A Goodwin*
29,442,237
A Nantes*
57,268,736
Total:
86,710,973
Directors (2022)
J Nantes
C Swanger
M Brown
C Lyall
K Whitney
13,201,370
4,091,666
350,000
-
-
C Whitehead
5,830,000
Total:
23,473,036
Executives (2022)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,081,370
-
5,866,666
-
-
-
-
475,000
-
-
22,423,036
1,630,000
-
31,072,237
3,500,000
-
60,768,736
5,130,000
-
91,840,973
2,880,000
-
16,081,370
1,600,000
175,000
5,866,666
-
-
-
1,600,000
125,000
475,000
-
-
-
-
-
7,430,000
6,080,000
300,000
29,853,036
A Nantes
47,258,736
-
10,010,000
-
57,268,736
A Goodwin
21,808,903
3,333,334
4,300,000
-
29,442,237
Total:
69,067,639
3,333,334
14,310,000
-
86,710,973
* Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of employment
of Mr A Nantes as Chief Executive Officer.
46
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) (cont.)
6. MOVEMENT IN PERFORMANCE RIGHTS
The table below provides the number of performance rights held by Key Management Personnel
at 30 June 2022 and 30 June 2023.
Name
Directors
J Nantes
C Swanger
M Brown
C Lyall
K Whitney
Total:
Executives
A Goodwin*
A Nantes*
Total:
Rights held as at
30 June 2022
Rights granted
during FY23
Rights vested
during FY23
Rights lapsed
during FY23
Rights held as at
30 June 2023
-
-
1,937,000
-
-
1,937,000
1,630,000
3,500,000
5,130,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,630,000
3,500,000
5,130,000
-
-
-
-
-
-
-
-
-
-
-
1,937,000
-
-
1,937,000
-
-
-
* Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of employment
of Mr A Nantes as Chief Executive Officer.
7. FAIR VALUE OF PERFORMANCE RIGHTS
PERFORMANCE RIGHTS GRANTED
VESTING CONDITIONS
Number
Effective
grant date
Fair Value per
right at
effective grant
date ($)
Earliest vesting
determination
date
VWAP Share
Price
condition ($)
Expiry date
Directors (2023)
M Brown
M Brown
M Brown
M Brown
360,000
24 Nov 2021
0.24582
24 Nov 2021
0.3060
30 Nov 2024
452,000
24 Nov 2021
0.08146
30 Nov 2022
0.3530
30 Nov 2024
544,000
24 Nov 2021
0.04712
30 Nov 2023
0.4050
30 Nov 2024
581,000
24 Nov 2021
0.05614
24 Nov 2021
0.7980
30 Nov 2024
These Performance Rights would automatically vest for nil consideration on satisfaction of the Vesting Conditions.
The Vesting Conditions for the Performance Rights are:
(cid:0) The holder being a director/employee of the Company as at the relevant vesting determination dates specified in the
table; and
(cid:0) 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 the above rights at grant date issued to key management personnel is
$183,563. The value of rights differs to the expense recognised as part of each key management
47
WISR LIMITED • ANNUAL REPORT 2023
DIRECTORS’ REPORT
For the year ended 30 June 2023
Remuneration report (audited) | 7. Fair value of performance rights (cont.)
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.
Non-executive director (NED) remuneration was restructured in May 2023 with all NEDs moving
to cash remunerations only. In August 2023, Mr M Brown agreed to the cancellation of the
performance rights referred to in the table above, for no consideration.
8. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
The Company seeks to attract and retain high-quality talent by remunerating its executives fairly
and reasonably. During their respective tenures, as part of their remuneration packages, the CEO
and CFO have received Long Term Incentives ("LTIs") linked to KPIs. The vesting of LTIs during
employment tenure has given rise to Executive personal tax liabilities. In order to enable tax
liability management and manage shareholding balances, the Company executed executive loan
agreements with the CEO and CFO, with the following key terms:
(cid:0) Up to $2.6M total loan amount in aggregate
(cid:0) Five-year term
(cid:0)
Interest will be charged at the benchmark interest rate for the year for the purposes of the
Fringe Benefits Tax Assessment Act 1986 (Cth) plus 0.10%
During the year ended 30 June 2023, Mr A Goodwin made a drawdown of $220,000 in respect of
the above agreement. This is recognised as a Related party transaction in the Consolidated
Statement of Financial Position.
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of directors.
…............................................................
MATTHEW BROWN
DIRECTOR
Sydney
24 August 2023
48
WISR LIMITED • ANNUAL REPORT 2023
AUDITOR’S INDEPENDENCE DECLARATION
49
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 30 June 2023
Revenue
Other income
Expenses
Employee benefits expense
Marketing expense
Customer processing expense
Property expense
Other expense
Finance expense
Depreciation and amortisation expense
Loss on investments
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
Earnings per share for loss attributable to the owners of Wisr Limited
Basic earnings per share
Diluted earnings per share
Other comprehensive income
Note
2
3
2023
$
2022
$
91,857,224
59,392,199
-
31
(20,261,961)
(18,926,195)
(2,263,532)
(12,089,987)
(4,709,663)
(3,688,843)
(65,624)
(69,473)
(6,673,405)
(6,197,511)
(46,152,209)
(18,753,814)
(926,275)
(931,461)
-
(1,168,695)
(22,323,943)
(16,352,472)
(1,634,672)
(1,118,686)
(13,154,060)
(19,904,907)
-
-
(13,154,060)
(19,904,907)
(13,154,060)
(19,904,907)
Cents
(0.97)
(0.97)
Cents
(1.48)
(1.48)
4
4
6
30
18
27
27
Gain arising from changes in fair value of cash flow hedging
instruments entered into
16
1,688,651
24,300,420
Other comprehensive income for the year, net of tax
1,688,651
24,300,420
Total comprehensive income (loss) for the year
(11,465,409)
4,395,513
Total comprehensive income (loss) for the year is attributable to:
Owners of Wisr Limited
(11,465,409)
4,395,513
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
50
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
ASSETS
Cash and cash equivalents
Trade and other receivables
Loan receivables
Other assets
Right of use assets
Property, plant and equipment
Related party loan
Derivative financial instruments
Intangible assets
Total assets
LIABILITIES
Trade and other payables
Provision for employee benefits
Lease liability
Borrowings
Total liabilities
Net assets
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
Note
2023
$
2022
$
5
7
6
8
12
24
14
9
10
11
12
13
15
16
16
53,576,843
71,489,070
2,031,621
1,065,176
909,217,193
764,838,727
1,620,362
1,562,249
345,915
1,037,746
279,576
487,866
220,000
-
27,780,456
24,856,717
7,009,219
2,736,735
1,002,081,185
868,074,286
1,320,088
5,435,693
1,249,336
1,307,554
441,204
1,203,052
931,055,661
782,282,354
934,066,289
790,228,653
68,014,896
77,845,633
144,702,718
144,477,325
30,580,043
27,906,702
(107,267,865)
(94,538,394)
68,014,896
77,845,633
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
51
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Balance at 1 Jul 2021
143,678,390
3,250,454
(74,672,545)
72,256,299
Issued
capital
$
Reserves
$
Accumulated
losses
$
Total equity
$
Loss after income tax expense for the year
Other comprehensive gain for the year, net of tax
Total comprehensive gain / (loss) for the year
Transactions with owners in their capacity as
owners:
-
-
-
-
(19,904,907)
(19,904,907)
24,300,420
-
24,300,420
24,300,420
(19,904,907)
4,395,513
Costs of raising capital
(64,062)
-
Share based payments (Note 16)
-
1,257,883
Transfer of share-based reserve to issued
capital on exercise of options
818,997
(818,997)
Issue of shares for services rendered
44,000
(44,000)
-
-
-
-
Transfer of share-based payment reserve
-
(39,058)
39,058
(64,062)
1,257,883
-
-
-
Balance at 30 Jun 2022
144,477,325
27,906,702
(94,538,394)
77,845,633
Balance at 1 Jul 2022
144,477,325
27,906,702
(94,538,394)
77,845,633
-
(13,154,060)
(13,154,060)
1,688,651
-
1,688,651
1,688,651
(13,154,060)
(11,465,409)
Loss after income tax expense for the year
Other comprehensive gain for the year, net of
tax
Total comprehensive gain / (loss) for the year
Transactions with owners in their capacity as
owners:
Costs of raising capital
Share based payments (Note 16)
-
-
-
-
-
-
1,634,672
Transfer of share-based reserve to issued
capital on exercise of options
201,393
(201,393)
Issue of shares for services rendered
24,000
(24,000)
-
-
-
-
-
1,634,672
-
-
-
Transfer of share-based payment reserve
-
(424,589)
424,589
Balance at 30 Jun 2023
144,702,718
30,580,043
(107,267,865)
68,014,896
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
52
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
88,930,737
56,963,941
Payments to suppliers and employees
(38,780,698)
(43,012,102)
Note
2023
$
2022
$
Interest received on investments and cash
Management fees received
50,150,039
13,951,839
666,338
19,473
290,529
643,750
Interest and other finance costs paid
(44,855,735)
(17,473,304)
Proceeds from R&D tax incentive
-
280,164
Net cash provided / (used in) operating activities
26
6,251,171
(2,578,078)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
(50,431)
(371,751)
Payment for investments
Transfer for term deposit
Payment for technology assets
Payment for related party loan
-
-
(1,168,695)
(561,629)
(4,256,340)
(2,297,136)
(220,000)
-
Net movement in customer loans
(164,145,958)
(401,956,547)
Net cash used in investing activities
(168,672,729)
(406,355,758)
CASH FLOWS FROM FINANCING ACTIVITIES
Costs of raising capital paid
Repayment of borrowings
-
(148,183)
(6,500,000)
-
Proceeds from issuance of borrowings
154,329,418
390,614,465
Transaction costs related to borrowings
(2,558,239)
(1,769,338)
Payments for right of use asset
(761,848)
(683,596)
Net cash provided by financing activities
144,509,331
388,013,348
Net (decrease) / increase in cash and cash equivalents
(17,912,227)
(20,920,488)
Cash and cash equivalents at the beginning of the financial year
71,489,070
92,409,558
Cash and cash equivalents at the end of the financial year
53,576,843
71,489,070
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
53
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
The consolidated financial statements of Wisr Limited (the Group) For the year ended 30 June
2023 was authorised for issue in accordance with a resolution of the directors on 24 August
2023. 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 (ASX).
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.1 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.
a. 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:
(cid:0)
strong cash reserves; and
(cid:0) wholesale funding arrangements for future loan originations;
both of which support its operational commitments.
54
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies (cont.)
b. 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.
Any new, revised or amending Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted.
1.2 Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of the Company and
all subsidiaries as at 30 June 2023, 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.
1.3 Foreign currency transactions and balances
a. 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.
1.4
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.
55
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies | 1.4 Impairment of assets (cont.)
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.
1.5
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.
a. 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.
b.
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.
56
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies | 1.5 Investments and other financial assets (cont.)
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.
1.6 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.
1.7 Critical accounting estimates and judgements
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.
Capitalised development costs
The Group capitalises development costs for multiple projects in accordance with its accounting
policy. Initial capitalisation of costs are based on management's judgement where it is probable
that sufficient future economic benefits will be derived from the technology assets.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is
determined by taking into account the terms and conditions upon which the instruments were
granted. Refer to note 30 for further information.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives
could change significantly as a result of technical innovations or some other event. The
depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
57
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies (cont.)
1.8 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).
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:
(cid:0) Financial assets at fair value through profit & loss (investment); and
(cid:0) 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
58
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies | 1.8 Fair value measurements (cont.)
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.
b. 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:
(cid:0) Market approach: valuation techniques that use prices and other relevant information
generated by market transactions for identical or similar assets or liabilities.
(cid:0)
Income approach: valuation techniques that convert estimated future cash flows or income
and expenses into a single discounted present value.
(cid:0) 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.
1.9 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:
(cid:0) there is an economic relationship between the hedged item and the hedging instrument;
59
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 1. Summary of significant accounting policies | 1.9 Hedge accounting (cont.)
(cid:0) the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
(cid:0) 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.
a. 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 16.
60
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 2. REVENUE
Interest income on financial assets
Effective interest income on financial assets
Other revenue from financial assets
Interest on cash
Total income from financial assets
Revenue from contracts with customers
Management fees
Total revenue from contracts with customers
Total revenue
DISAGGREGATION OF REVENUE
CONSOLIDATED
2023
$
2022
$
90,508,276
58,235,149
335,495
666,338
357,152
19,473
91,510,109
58,611,774
347,115
347,115
780,425
780,425
91,857,224
59,392,199
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:
2.1
Interest income on financial assets
a.
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.
b. 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.
2.2 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.
61
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 2. Revenue (cont.)
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.
NOTE 3. OTHER INCOME
Gain on loan purchase
Other income
CONSOLIDATED
2023
$
-
-
2022
$
31
31
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. EXPENSES
Profit/(loss) before income tax from continuing operations includes the following
specific expenses:
Depreciation
Leasehold improvements
Plant and equipment
Right-of-use assets
Total depreciation
Amortisation
Technology assets
Total amortisation
CONSOLIDATED
2023
$
2022
$
116,283
134,305
553,839
804,427
101,567
53,922
604,660
760,149
121,848
121,848
171,312
171,312
Total depreciation and amortisation
926,275
931,461
Finance expense
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Finance costs expensed
Cash flow hedge ineffectiveness
Cash flow hedge ineffectiveness
Superannuation expense
Superannuation expense
62
46,110,518
18,669,112
41,691
84,702
46,152,209
18,753,814
(1,235,089)
(292,247)
1,519,132
1,348,494
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 4. Expenses (cont.)
Share-based payments expense
Share-based payments expense
NOTE 5. CASH AND CASH EQUIVALENTS
Cash at bank
Restricted cash
Total
CONSOLIDATED
2023
$
2022
$
1,634,672
1,118,686
CONSOLIDATED
2023
$
2022
$
21,704,134
23,339,472
31,872,709
48,149,598
53,576,843
71,489,070
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
53,576,843
71,489,070
53,576,843
71,489,070
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 the Wisr Warehouse Trusts and is utilised for loan funding and not
available to pay creditors of other entities within the Group.
NOTE 6. 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.
63
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 6. Loan receivables (cont.)
6.1
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 a 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.
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.
6.2 Allowance for expected credit losses
Wisr adopted AASB 9 methodology from 30 June 2019 Financial Statements. For June FY23
reporting period, 13 months of loans booked with a least 12-month performance outcome window
has been used within the ECL model to track how loans transition over a 12-month period to
determine an observed PD and LGD actuals by segment to calculate provisioning factors and use
these to work out the ECL Profit and Loss charge. The ECL analysis was performed on six distinct
loan receivable books:
(cid:0) Book 1 – Wisr Warehouse Trust No. 1 - 97% Stage 1
(cid:0) Book 2 – Wisr Freedom Trust 2021-1 - 95% Stage 1
(cid:0) Book 3 – Wisr Warehouse Trust No. 2 - 97% Stage 1
(cid:0) Book 4 – Wisr Freedom Trust 2022-1 - 97% Stage 1
64
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 6. Loan receivables | 6.2 Allowance for expected credit losses (cont.)
(cid:0) Book 5 – Wisr Independence Trust 2023-1 – 98% Stage 1
(cid:0) Book 6 – Wisr Finance - 43% Stage 1. This book consists of seasoned, mostly legacy loan
receivables which didn’t qualify for sale to funding partners.
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 retained to maturity within the Wisr Warehouse Trust No. 1, Wisr Warehouse Trust
No. 2, Wisr Freedom Trust 2021-1, Wisr Freedom Trust 2022-1 and Wisr Independence Trust
2023-1.
The allowance for ECL assessment requires a degree of estimation and judgement. It is based on
12-month and lifetime ECL, grouped based on risk score determined at date of origination and
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.
Scenario analysis and forward-looking macroeconomic assessments were not incorporated as an
additional overlay as a result of the following factors:
(cid:0) At the completion of FY23, backtesting was completed on the ECL model to test the
accuracy and robustness of the model inputs given that the portfolios, for the first time, had
sufficient performance history in order to do so. The backtesting shows us that the model is
heavily over provisioned for Stage 1 balances, on average by 59.9% higher (after recoveries).
We can also see that the model, pre-recoveries, is also overprovisioned by 21.9% on average;
(cid:0) For life provisions (stage 2 and 3), the PD’s are already adjusted based on an assumption that
any balances not current after 12 months will go to loss over the life, and we know that this is
a conservative prediction. The backtesting shows that for both stage 2 & 3, the model was
accurate in predicting the amount of provision needed to cover the expected losses over the
life, even considering the conservative approach taken;
(cid:0) Given the backtesting results show that the model has various degrees of conservatism built
into the assumptions, an additional economic overlay has not been included;
(cid:0) Rather than adjusting the model inputs to release provisions for FY23, we have maintained
the same inputs, so that the provision levels are conservative to account for any
macroeconomic risk throughout FY24;
65
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 6. Loan receivables | 6.2 Allowance for expected credit losses (cont.)
(cid:0) Further to the backtesting, as at 30 June 2023, 36% of the total portfolio is Secured Vehicle
Loans (“SVL”). The observed performance data shows that these secured assets perform
with a lower probability of default, which is not yet reflected in the model inputs, which were
built on predominantly Personal Loans (“PL”) performance data;
(cid:0)
Investment in arrears management processes (e.g. Collections), systems, and people, is a key
priority for FY24 and is expected to improve arrears and ECL performance overtime.
Gross loan receivables
Less provision for expected credit loss
CONSOLIDATED
2023
$
2022
$
935,956,643
783,778,935
(26,739,450)
(18,940,208)
909,217,193
764,838,727
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
CONSOLIDATED
2023
$
2022
$
907,210,471
765,300,635
28,746,172
18,478,300
935,956,643
783,778,935
11,883,613
9,303,174
14,855,837
9,637,034
26,739,450
18,940,208
Net balance sheet carrying value
909,217,193
764,838,727
Expected credit loss per gross loan receivables
12-month (Stage 1)
Lifetime (Stage 2 & 3)
Total expected credit loss per total gross loan receivables
%
1.31
51.68
2.86
%
1.22
52.15
2.42
Reconciliation of total provision for expected credit loss
Balance at 1 July
$
$
18,940,208
9,440,024
Expected credit loss expense recognised during the year to profit or loss
22,323,943
16,352,472
Receivables written-off during the year
Recoveries during the year
Balance at 30 June
(17,589,149)
(8,017,523)
3,064,448
1,165,235
26,739,450
18,940,208
66
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 7. TRADE AND OTHER RECEIVABLES
Expected to be settled within 12 months
Accrued management fee income
Trade receivables
Total
CONSOLIDATED
2023
$
2022
$
1,121,762
909,859
1,065,176
-
2,031,621
1,065,176
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.
NOTE 8. OTHER ASSETS
Expected to be settled within 12 months
Prepayments
Deposits
Cash held in trust
Not expected to be settled within 12 months
Term deposit
Total
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
CONSOLIDATED
2023
$
997,912
60,821
-
2022
$
887,419
79,219
33,982
561,629
561,629
1,620,362
1,562,249
CONSOLIDATED
2023
$
2022
$
609,239
609,239
(530,584)
(408,736)
78,655
200,503
6,930,564
2,536,232
-
-
6,930,564
2,536,232
7,009,219
2,736,735
67
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 9. Intangible assets (cont.)
Reconciliation of technology assets under development:
Balance at 1 July
Additions
Disposals
Amortisation expense
Balance at 30 June
CONSOLIDATED
2023
$
2022
$
2,536,232
12,728
4,394,332
2,523,504
-
-
-
-
6,930,564
2,536,232
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.
The carrying value of the Group’s technology assets not under development is immaterial and
therefore no impairment assessment was required (2022: no impairment).
During the reporting period, an additional amount of $4,394,332 was capitalised (via a
combination of cash and non-cash items related to the development of products and internal
systems) given the expectation of future benefit to be derived. The capitalised cost relate to
financial wellness technology products and the development of internal systems.
NOTE 10. TRADE AND OTHER PAYABLES
Expected to be settled within 12 months
Trade payables
Sundry payables
Accrued expenses
Superannuation payable
Total
CONSOLIDATED
2023
$
2022
$
298,167
2,428,912
407,664
451,666
253,355
2,075,948
360,902
479,167
1,320,088
5,435,693
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.
68
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
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
Total employee benefits
CONSOLIDATED
2023
$
2022
$
982,317
1,141,538
267,019
166,016
1,249,336
1,307,554
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. LEASES
The Group has a property lease which commenced in December 2020 with a 3 year and 1 month
term. With the lease term approaching its end, management are assessing options but a final
decision is yet to be made.
AASB 16 related amounts recognised in the statement of financial position:
Right of use assets
Leased property
Accumulated depreciation
Net right of use asset
Lease liabilities
Lease liabilities – expected to be settled within 12 months
Lease liabilities – not expected to be settled within 12 months
AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right of use assets
Interest expense on lease liabilities
Government levies
Short-term lease expense prior to entering into above lease arrangement
2023
$
2022
$
2,133,146
2,133,146
(1,787,231)
(1,095,400)
345,915
1,037,746
441,204
-
770,716
432,336
441,204
1,203,052
2023
$
2022
$
553,839
604,660
41,691
65,624
-
84,702
69,473
-
661,154
758,835
12.1 Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset
is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as
applicable, any lease payments made at or before the commencement date net of any lease
incentives received, any initial direct costs incurred, and, except where included in the cost of
69
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 12. Leases (cont.)
inventories, an estimate of costs expected to be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the
lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated
entity expects to obtain ownership of the leased asset at the end of the lease term, the
depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of 12 months or less and leases of low-value
assets. Lease payments on these assets are expensed to profit or loss as incurred.
12.2 Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially
recognised at the present value of the lease payments to be made over the term of the lease,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the consolidated entity’s incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on an index or a rate,
amounts expected to be paid under residual value guarantees, exercise price of a purchase option
when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in
the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from a
change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option
and termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
12.3 Critical accounting judgements, estimates and assumptions
a. Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that an
option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the
lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered
at the lease commencement date. Factors considered may include the importance of the asset to
the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence
of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise
an extension option, or not exercise a termination option, if there is a significant event or
significant change in circumstances.
70
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 12. Leases (cont.)
b. Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of
leased premises. The provision includes future cost estimates associated with closure of the
premises. The calculation of this provision requires assumptions such as application of closure
dates and cost estimates. The provision recognised for each site is periodically reviewed and
updated based on the facts and circumstances available at the time. Changes to the estimated
future costs for sites are recognised in the statement of financial position by adjusting the asset
and the provision. Reductions in the provision that exceed the carrying amount of the asset will be
recognised in profit or loss.
c.
Incremental borrowing rate
An incremental borrowing rate of 6% (2022: 6%) is used as an estimate of the market borrowing
rate.
NOTE 13. BORROWINGS
Debt facility
Wisr Warehouse funding
Less transaction costs
Total borrowings
13.1 Debt facility
CONSOLIDATED
2023
$
2022
$
25,000,000
6,500,000
910,872,893
779,868,954
(4,817,232)
(4,086,600)
931,055,661 782,282,354
As at 30 June 2023, the Group has drawn $25m of its $25m debt facility (head company) which
has a high single digit margin over BBSW, and maturity in July 2025. Part of the proceeds of this
facility was used to repay the $6.5m head company debt facility that was previously in place.
13.2 Wisr Warehouse funding
Wisr Warehouse funding are the facilities of Wisr Warehouse Trust No. 1, Wisr Freedom Trust
2021-1, Wisr Warehouse Trust No. 2, Wisr Freedom Trust 2022-1 and Wisr Independence Trust
2023-1. These facilities fund loan receivables for 3, 5 and 7 year maturities.
At 30 June 2023, Wisr Warehouse Trust No. 1 is a Personal Loan warehouse of $450m of which
$375.2m has been utilised (30 June 2022: $143.2m). The facility has a cost of funds of circa 3.0%
(on a drawn basis) over BBSW, maturity in October 2023 and is secured against the receivables it
funds.
Wisr Freedom Trust 2021-1 Trust securitisation had a balance of $68.1m (amortising loan book) as
at 30 June 2023 (30 June 2022: $122.3m) and day one weighted average margin of circa 1.5%
over BBSW.
Wisr Warehouse No. 2 is a Secured Vehicle Warehouse of $250m of which $174.8m has been
71
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 13. Borrowings (cont.)
utilised as at 30 June 2023 (30 June 2022: $275.4m). The facility has a cost of funds of circa
3.0% (on a drawn basis) over BBSW, maturity in October 2023 and is secured against the
receivables it funds.
Wisr Freedom Trust 2022-1 Trust securitisation had a balance of $147.7m (amortising loan book)
as at 30 June 2023 (30 June 2022: $229m) and day one weighted average margin of circa 2.25%
over BBSW.
Wisr Independence Trust 2023-1 Trust securitisation had a balance of $164.9m (amortising loan
book) as at 30 June 2023 and weighted average margin of circa 2.60% over BBSW.
The debt facility and Wisr Warehouse 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 14. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments
CONSOLIDATED
2023
$
2022
$
27,780,456 24,856,717
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 15. ISSUED CAPITAL
15.1
Issued and paid up capital
Ordinary shares fully paid
Costs of raising capital
72
CONSOLIDATED
2023
$
2022
$
150,251,165
150,025,772
(5,548,447)
(5,548,447)
144,702,718
144,477,325
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 15. Issued capital (cont.)
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.
15.2 Reconciliation of issued and paid-up capital
Opening balance as at 1 July
1,356,204,729
144,477,325
1,316,431,944
143,678,390
2023
Number of
shares
2022
$
Number of
shares
$
Issue of shares from raising capital
Costs of raising capital
Issue of shares to CEO on vesting of
performance rights
Issue of shares to CFO on vesting of
performance rights
Issue of shares to directors on vesting of
performance rights
Issue of shares to staff on vesting of long-
term incentives
-
-
-
-
-
-
-
(64,062)
3,500,000
137,403
10,010,000
206,672
1,630,000
63,990
7,633,334
162,113
-
-
-
-
6,080,000
125,531
15,339,600
324,681
44,000
Issue of shares for service
590,030
24,000
709,851
Closing Balance as at 30 June
1,361,924,759
144,702,718
1,356,204,729
144,477,325
15.3 Performance rights
As at 30 June 2023, there were a total of 40,016,097 (2022: 36,947,741) performance rights
outstanding. Refer to Note 30.
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.
15.4 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 has a debt facility in place (refer to Note 13.1) which includes covenants specific to
capital and leverage thresholds, none of which are in breach.
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.
73
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 16. EQUITY – RESERVES AND ACCUMULATED LOSSES
16.1 Employee equity benefits reserve
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.
16.2 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.
16.3 Cash flow hedge reserve
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.
Employee equity
benefits
reserve
$
Other share based
payments
reserve
$
Cash flow
hedge
reserve
$
Total
$
Movement in reserves:
At 1 July 2021
Share based payments expense
Transfer from reserve to retained earnings
Transfer from reserve on exercise of
options
Issue of shares for services rendered
Gain arising on changes in fair value of
hedging instruments entered into for cash
flow hedges
Cumulative gain arising on changes in fair
value of hedging instruments reclassified to
profit or loss
At 30 June 2022
At 1 July 2022
Share based payments expense
Transfer from reserve to retained earnings
Transfer from reserve on exercise of
options
Issue of shares for services rendered
Gain 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
2,282,189
1,246,858
(39,058)
(818,997)
-
-
-
2,670,992
2,670,992
1,634,080
(424,589)
(201,393)
-
-
-
375,159
11,025
-
-
(44,000)
593,106
3,250,454
-
-
-
-
1,257,883
(39,058)
(818,997)
(44,000)
-
20,920,095
20,920,095
-
3,380,325
3,380,325
342,184
24,893,526
27,906,702
342,184
24,893,526
27,906,702
592
-
-
(24,000)
-
-
-
-
1,634,672
(424,589)
(201,393)
(24,000)
-
13,974,585
13,974,585
-
(12,285,934)
(12,285,934)
At 30 June 2023
3,679,090
318,776
26,582,176
30,580,043
74
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 16. Equity – reserves and accumulated losses (cont.)
Accumulated losses:
Opening balance
Total loss after income tax for the year
Transfer from reserve to retained earnings
Total
CONSOLIDATED
2023
$
2022
$
(94,538,394)
(74,672,545)
(13,154,060)
(19,904,907)
424,589
39,058
(107,267,865)
(94,538,394)
NOTE 17. CAPITAL AND LEASE COMMITMENTS
17.1 Finance lease commitments
There are no finance lease commitments (2022: nil).
17.2 Operating lease commitments
There are no non-cancellable operating leases contracted for but not recognised in the financial
statements (2022: nil). 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.
In December 2020 the Group entered into a property lease with a 3 year and 1 month term. With
the lease term approaching its end, management are assessing options but a final decision is yet
to be made. Due to the adoption of AASB 16, in the prior period, the Group had no outstanding
operating lease commitments due at 30 June 2023.
NOTE 18. INCOME TAX
Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
Tax benefit at the tax rate of 30% (2022: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
(cid:0)
(cid:0)
Temporary differences not recognised
Non-recognition of current year tax losses
Income tax expense
CONSOLIDATED
2023
$
2022
$
(13,154,060)
(19,904,907)
(3,946,218)
(5,971,472)
2,159,282
2,063,097
1,786,936
3,908,375
-
-
As at 30 June 2023, the entity has unrecognised carried forward tax losses of $67,671,348 (2022:
$61,714,896), 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
75
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 18. Income tax (cont.)
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.
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.
76
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 19. REMUNERATION OF AUDITORS
During the year, the following fees were paid or payable for services provided by the auditor:
BDO Audit Pty Ltd
(cid:0)
(cid:0)
(cid:0)
(cid:0)
Audit of the financial report – assurance services
Taxation services – non-assurance services
Review of the half-yearly financial report – assurance services
Accounting advice – non-assurance services
CONSOLIDATED
2023
$
2022
$
135,000
121,500
5,400
45,791
-
34,102
43,000
2,000
186,191
200,602
NOTE 20. CONTINGENT ASSETS AND LIABILITIES
There were no material contingent assets and liabilities reportable during the period (2022: nil).
NOTE 21. 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:
Country of
incorporation
% owned
2023
% owned
2022
Name
Status
Wisr Finance Pty Ltd
Registered 2 May 2006
Wisr Investment Management Pty Ltd
Registered 20 February 2015
Wisr Loans Servicing Pty Ltd
Registered 20 February 2015
Wisr Credit Management Pty Ltd
Registered 19 March 2015
Wisr Marketplace Limited
Registered 16 March 2015
Wisr Services Pty Ltd
Wisr Funding Pty Ltd
Wisr Notes 1 Pty Ltd
Registered 13 January 2017
Registered 9 April 2018
Registered 31 July 2018
Wisr Warehouse Trust No. 1
Registered 28 October 2019
Wisr Freedom Trust 2021-1
Registered 29 March 2021
Wisr Warehouse Trust No. 2
Registered 25 August 2021
Wisr Freedom Trust 2022-1
Registered 8 April 2022
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Wisr Independence Trust 2023-1
Registered 15 September 2022
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
NOTE 22. EVENTS AFTER THE REPORTING PERIOD
On 16 August 2023, Wisr announced that Wisr’s Chief Financial Officer, Andrew Goodwin, had
been appointed to the role of Chief Executive Officer, effective immediately, and Joanne Edwards
was promoted to Chief Operating Officer. This followed the termination of the employment of
Chief Executive Officer, Anthony Nantes, by the Wisr Board.
On 21 August 2023, Matthew Brown was appointed interim Chair following John Nantes' leave of
absence per the ASX release on 21 August 2023.
77
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 23. KEY MANAGEMENT PERSONNEL DISCLOSURES
23.1 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
2023
$
2022
$
1,907,973
1,257,342
95,245
39,815
27,896
60,898
24,553
150,967
2,070,929
1,493,760
23.2 Short-term employee benefits
These amounts include fees and benefits paid to the Chair and non-executive directors as well as
all salary, paid leave benefits, fringe benefits and cash bonuses awarded to directors and other
KMP.
23.3 Post-employment benefits
These amounts are the current year’s estimated cost of providing for the Group’s superannuation
contributions made during the year.
23.4 Long-term benefits
These amounts represent long service leave benefits accruing during the year.
23.5 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 24. RELATED PARTY TRANSACTIONS
24.1 Parent entity
The legal parent is Wisr Limited, as seen in Note 25.
24.2 Subsidiaries
Interest in subsidiaries are set out in Note 21.
78
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 24. Related party transactions (cont.)
24.3 Transactions with related parties
As at 30 June 2023, all transactions that have occurred among the subsidiaries within the Group
have been eliminated for consolidation purposes.
During the period, $220,000 was paid to Mr A Goodwin15 as a drawdown of an Executive loan
agreement (2022: nil related party transactions). Please see section 8 of the Remuneration Report
for further information.
NOTE 25. PARENT ENTITY INFORMATION
25.1 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
2023
$
2022
$
149,651,586
133,484,456
25,251,628
6,744,732
137,690,491
137,465,097
3,997,865
3,013,176
(17,288,398)
(13,738,549)
124,399,958
126,739,724
(3,549,849)
(3,290,318)
(3,549,849)
(3,290,318)
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.
25.2 Contingent liabilities
See Note 20.
25.3 Contractual commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June
2023 and 30 June 2022.
15 Effective 16 August 2023, Mr A Goodwin has been appointed Chief Executive Officer. This followed the termination of
employment of Mr A Nantes as Chief Executive Officer.
79
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 26. 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
Expected credit losses expense / loan asset impairments and write-offs
Loss on investments
Changes in operating assets and liabilities:
(Increase) in loan receivables
(Increase) / decrease in trade and other receivables
(Increase) in other assets
(Decrease) / Increase in trade and other payables
(Decrease) / Increase in provision for employee benefits
Increase in accrued finance costs
Net cash flows used in operating activities
NOTE 27. EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
CONSOLIDATED
2023
$
2022
$
(13,154,059)
(19,904,907)
926,275
931,461
1,634,672
1,118,686
(1,110,703)
518,764
22,323,943
16,352,472
-
1,168,695
(2,556,450)
(4,583,274)
(966,445)
143,458
(58,113)
(478,861)
(3,799,331)
1,255,346
(58,218)
3,069,600
435,339
464,743
6,251,171
(2,578,078)
2023
Cents
(0.97)
(0.97)
2022
Cents
(1.48)
(1.48)
Number of
shares
Number of
shares
Weighted average number of shares used as the denominator
Weighted average number of shares used as the denominator in calculating basic
earnings per share
1,356,580,841
1,347,814,306
Adjustments for calculation of diluted earnings per share
Weighted average number of ordinary shares used in calculating dilutive
earnings per share
-
-
1,356,580,841
1,347,814,306
The performance rights on issue have not been considered in the diluted earnings per share as
their effect is anti-dilutive.
27.1 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.
80
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 27. Earnings per share (cont.)
27.2 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 28. 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 as at 30 June
2023.
NOTE 29. DIVIDENDS
29.1 Dividends paid during the year
Ordinary shares
There were no dividends paid during the year (2022: nil).
29.2 Franking Credits
Franking credits available for subsequent reporting periods based on a tax rate of 30%
(2022 – 30%)
2023
$
2022
$
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.
NOTE 30. SHARE BASED PAYMENTS
The share-based payment expense of $1,634,672 has been incurred in the year (2022:
$1,257,883 of which $1,118,686 was recognised in the consolidated profit and loss statement and
the remaining $139,197 was capitalised as part of intangible assets).
The breakdown of the share based payments for the year are as follows:
(cid:0) Board/KMP LTIs of $127,896 (2022: $150,967) accrued up to 30 June 2023;
81
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 30. Share based payments (cont.)
(cid:0) Staff LTIs of $1,606,184 accrued up to 30 June 2023 and relate to FY18 – FY23 (2022:
$956,694 expensed and $139,197 capitalised as part of intangible assets);
(cid:0) Recruitment expense of $592 (2022: $12,575).
The fair value of the Board/KMP performance rights and staff LTI scheme has been calculated in
accordance with AASB 2 Share-based Payment.
FY23 Staff LTI scheme:
Assumptions - Grant date 1 July 2022, no volatility, 10% attrition rate, spot price $0.081.
Tranche
1
2
Rights granted
Vesting determination date
12,220,668
12,220,693
30 Sep 2023
30 Sep 2024
Performance rights
Balance at beginning of year
(cid:0)
(cid:0)
(cid:0)
Granted
Forfeited
Exercised
Balance at end of year
Number of
performance rights
36,947,741
24,441,361
(16,243,005)
(5,130,000)
40,016,097
2023
Exercise
price
Nil
Nil
Nil
Nil
Nil
Number of
performance rights
70,307,676
16,199,665
(13,830,000)
(35,729,600)
36,947,741
2022
Exercise
price
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.
82
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
NOTE 31. 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:
31.1 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.
31.2 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.
31.3 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.
31.4 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.
83
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 31. Financial risk management (cont.)
31.5 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.
31.6 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.
31.7 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.
MATURITY ANALYSIS – GROUP
2023
Financial assets
Non-derivatives
Cash and cash equivalents
Loan receivables
Trade and other receivables
Other assets
Other financial assets
Derivatives at fair value
Within 1 year
$
1-5 years
$
Total
$
53,576,843
173,932,602
2,031,621
60,821
-
-
735,284,591
-
561,629
220,000
53,576,843
909,217,193
2,031,621
622,450
220,000
Interest rate swaps – cash flow hedges
17,045,211
12,713,529
29,758,740
Total financial assets
Financial liabilities
Non-derivatives
Trade creditors
Other payables
Borrowings
Total financial liabilities
Net financial assets
246,647,098
748,779,749
995,426,847
298,167
1,021,921
2,604,010
3,924,098
-
-
928,451,651
928,451,651
242,723,000
(179,671,902)
298,167
1,021,921
931,055,661
932,375,749
63,051,098
84
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 31. Financial risk management | 31.7 Liquidity risk (cont.)
Within 1 year
$
1-5 years
$
Total
$
71,489,070
-
134,644,329
630,194,399
1,065,176
113,201
-
561,629
71,489,070
764,838,728
1,065,176
674,830
8,845,960
216,157,736
17,471,816
26,317,776
648,227,844
864,385,580
2,428,912
3,006,781
929,489
6,365,182
-
-
781,352,865
781,352,865
209,792,554
(133,125,021)
2,428,912
3,006,781
782,282,354
787,718,047
76,667,533
2022
Financial assets
Non-derivatives
Cash and cash equivalents
Loan receivables
Trade and other receivables
Other assets
Derivatives at fair value
Interest rate swaps – cash flow hedges
Total financial assets
Financial liabilities
Non-derivatives
Trade creditors
Other payables
Borrowings
Total financial liabilities
Net financial assets
31.8 Market risk
Price risk
The Group is not exposed to any significant price risk at 30 June 2023.
31.9 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.
85
WISR LIMITED • ANNUAL REPORT 2023
FINANCIAL REPORT | NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2023
Note 31. Financial risk management | 31.9 Interest rate risk (cont.)
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 14.
Hedging instruments
(cid:0) Average contracted fixed interest rate
(cid:0) Notional principal (borrowings)
(cid:0) Carrying amount of the hedging instrument (liability)
(cid:0) Change in fair value used for calculating hedge ineffectiveness
Hedged items
(cid:0) Nominal amount of the hedged item
(cid:0) 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
INTEREST RATE SWAPS
2023
2022
2.57458%
1.42734%
939,486,979 693,426,793
27,780,456
24,856,717
5,425,600
15,442,262
939,486,979 693,426,793
7,313,598
16,791,815
13,615,051
15,564,838
12,967,125
9,328,688
Hedge ineffectiveness recognised in profit or loss (within Finance costs)
1,265,702
525,784
86
WISR LIMITED • ANNUAL REPORT 2023
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;
b.
c.
d.
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;
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the
Corporations Act 2001.
...............................................................
MATTHEW BROWN
DIRECTOR
Sydney
24 August 2023
87
WISR LIMITED • ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
88
WISR LIMITED • ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
89
WISR LIMITED • ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WISR LIMITED
90
WISR LIMITED • ANNUAL REPORT 2023
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 22 September 2023.
a. Distribution of shareholders
The distribution of issued capital as at 22 September 2023 was as follows:
Size of holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of shareholders
Number of ordinary shares Percentage of issued capital
210
1,109
859
2,506
1,150
5,834
40,597
3,627,210
6,908,139
101,030,106
1,250,318,707
1,361,924,759
0.00
0.27
0.51
7.42
91.80
100.00
There were 2,600 shareholders with unmarketable parcels totalling 16,054,556 shares based on
the share price as at close of business on 22 September 2023.
b. Distribution of performance rights holders
The distribution of unquoted Performance Rights on issue as at 22 September 2023 were as
follows:
Size of holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of holders
Number of unquoted rights
-
1
2
8
50
61
-
1,913
19,128
377,244
31,019,433
31,417,718
c. Distribution of options
The were nil unquoted Options on issue as at 22 September 2023.
91
WISR LIMITED • ANNUAL REPORT 2023
ASX ADDITIONAL INFORMATION
d. Substantial shareholders
The securities held by substantial shareholders, as disclosed to the Company as at 22 September
2023, are as follows:
Shareholder
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
ALCEON GROUP PTY LTD
ADCOCK PRIVATE EQUITY PTY LTD
ADCOCK GROUP SUPER PTY LTD
MR BROOK ANTHONY ADCOCK
Number of fully paid
ordinary shares
Percentage of
issued capital (%)
129,601,924
902,885
130,504,809
74,261,697
41,717,864
4,631
115,984,192
9.52
0.07
9.59
5.45
3.06
0.00
8.51
Total
246,489,001
18.10
e. Twenty largest shareholders of quoted equity securities
The twenty largest shareholders of quoted equity securities were as follows:
Shareholder
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
ADCOCK PRIVATE EQUITY PTY LTD
NETWEALTH INVESTMENTS LIMITED
ADCOCK GROUP SUPER PTY LTD
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSI EDA
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
ANTHONY NANTES
MR ANTHONY NANTES
POINT CAPITAL PTY LTD
ANDREW GOODWIN
MACQUARIE BANK LIMITED
CITICORP NOMINEES PTY LIMITED
DE NANTES INVESTMENT CO PTY LTD
MOSLOF SERVICES PTY LTD
GENTILLY INVESTMENTS PTY LTD
GENTILLY HOLDINGS PTY LTD
SUPERHERO SECURITIES LIMITED
MR DON LAZZARO & MRS ANN LAZZARO
L J K NOMINEES PTY LIMITED
Number of fully paid
ordinary shares
Percentage of
issued capital (%)
129,601,924
74,261,697
42,852,630
41,717,864
32,952,030
32,500,000
32,306,093
31,660,000
26,477,986
23,467,952
22,626,666
18,998,019
14,532,810
13,201,370
12,775,000
12,576,732
12,501,586
12,247,993
9,000,000
8,019,242
9.52
5.45
3.15
3.06
2.42
2.39
2.37
2.32
1.94
1.72
1.66
1.39
1.07
0.97
0.94
0.92
0.92
0.90
0.66
0.59
Total
604,277,594
44.36
f. Restricted securities
68,326,666 ordinary shares are currently subject to voluntary escrow for a period of one year
following cessation of the holder’s employment with the Company, or Board approval.
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WISR LIMITED • ANNUAL REPORT 2023
ASX ADDITIONAL INFORMATION
g. Unquoted equity securities
The Company had the following unquoted securities on issue as at 22 September 2023:
Unquoted Options
The Company had nil unquoted options on issue as at 22 September 2023.
Performance Rights
The Company had 31,417,718 performance rights on issue, held by 61 holders and issued as part
of an employee incentive scheme.
h. Voting rights
i. 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.
ii. Performance Rights and Options
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.
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WISR LIMITED • ANNUAL REPORT 2023
CORPORATE DIRECTORY
DIRECTORS
Matthew Brown (Interim Chair)
John Nantes (Non-Executive Chair)
Craig Swanger
Cathryn Lyall
Kate Whitney
COMPANY SECRETARY
Vanessa Chidrawi
May Ho
REGISTERED OFFICE
Level 4, 55 Harrington Street,
The Rocks, NSW 2000,
Australia
Telephone: 1300 992 007
SHARE REGISTER
Link Market Services Limited
Level 12, 680 George Street
Sydney, NSW 2000
Telephone: 1800 770 850
AUDITOR
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney, NSW 2000
STOCK EXCHANGE LISTING
Shares are listed on the Australian Stock Exchange (ASX: WZR)
DOMICILE
Publicly listed company incorporated in Australia
94
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ABN 80 004 661 205
Level 4, 55 Harrington St,
The Rocks NSW 2000
+61 1300 992 007
wisr.com.au
WISR LIMITED • ANNUAL REPORT 2023