Escrow.com
is where the metaverse
is bought and sold
2 0 2 1 A N N U A L R E P O R T
A C N 1 4 1 9 5 9 0 4 2
INDEX
FREELANCER LIMITED ANNUAL REPORT
INDEX
Index
PAGE
CONTENTS
002
Chairman’s Letter
052
Directors’ Report
056
Review of Results and Operations
096
Consolidated Statement of Profit or Loss and Other Comprehensive Income
001
097
Consolidated Statement of Financial Position
098
Consolidated Statement of Changes in Equity
099
Consolidated Statement of Cash Flows
100
Notes to the Financial Statement
142
Directors' Declaration
144
Independent Auditor's Report
150
Additional ASX Information
152
Corporate Directory
FREELANCER LIMITED ANNUAL REPORT2021 CHAIRMAN'S LETTER
Chairman’s Letter
002
Dear Shareholders
In 2021 Freelancer Limited delivered an all-time record
Operating cash flow for the year was $2.6 million.
Gross Payment Volume of $1,259.7 million (up 41.3% on
pcp) or US$943.9 million (up 52.6% on pcp). By segment,
The group ended the year with cash & cash equivalents on
Freelancer GMV was $134.5m, down 5.2% on pcp. Escrow
December 31 of $30.3 million, down $4m on 31 Dec 2020,
had a great year achieving an all-time record GPV of
of which this $4m was used for the acquisition of Loadshift,
$1,079m, up 54.3% on pcp (US$808.3m, up 66.3%).
Australia’s largest heavy haulage freight marketplace.
Revenue for the full year was $57.4m (down 2.3% on pcp) or
Escrow also ended the quarter with off balance
US$43.1m (up 6.4%). Freelancer revenue was $46.1m down 8.8%
sheet cash of US$47.0 million.
on pcp (US$34.6m, down 0.5%), while Escrow achieved all-time
record revenue of $11.3m up 37.3% on pcp (US$8.5m, up 48.6%).
Group operating EBITDA was trending to break-
even at ($2.7m) as was NPAT at ($2.3m). Escrow
In Australian dollars, FX was a headwind of -8.9% in the
was profitable in FY21 with EBITDA of $1.7m.
year as the Australian dollar appreciated against the
USD from an average of 0.6903 to an average of 0.7516.
A detailed analysis of the activities of the group are provided
Approximately 74% of group revenue is USD and 6% is AUD.
in the Review of Operations in the Directors’ Report.
FREELANCER LIMITED ANNUAL REPORT CHAIRMAN'S LETTER
003
2021 CHAIRMAN'S LETTER
Freelancer
First of all I want to say that I have never been happier
for the U.S. Centers for Disease Control and Prevention,
than where we are now with the product. We have
the National Institutes of Health, the U.S. Department of
paid down a significant amount of technical debt over
Commerce, the U.S. Department of Energy, and the U.S. Bureau
the last number of years and the pace and quality of
of Reclamation. Funding for this program expanded from
new product features has improved significantly.
US$25m to US$175m in 4Q21. The recent award of a $400,000
challenge for a data science challenge analysing maternal
We started the year with the best GMV growth since IPO
health data for the National Institute of Health to twelve teams
in 1Q21 (US$25.9m, up 23.6% on pcp) however revenue
that included Columbia University, Washington University and
ended the year flat in US dollar terms which was a
the IBM Data Science and AI Elite team submitting solutions
disappointment. Macroeconomically the northern hemisphere
such as Structural Equation Model Identifies Causal Pathways
summer was pronounced as people took the opportunity
Between Social Determinants of Maternal Health, Biomarkers
to enjoy their first lockdown free summer in two years.
of Allostatic Load, and Hypertensive Disorders of Pregnancy
In 2020 we did not see the usual summer seasonality
among U.S. Racial Groups demonstrates that Freelancer
while in 2021 it was pronounced more than usual.
scales from the smallest consumer job through to highly
sophisticated work in challenging skill areas for high end clients.
Operationally we updated our predictive LTV (long term
value) model we use for the acquisition of new clients that
Other customer wins of note include five MSAs with global
we used to feed data back to the paid advertising platforms
technology & professional services business process
and it worked a little too well in terms of profitability targets,
outsourcing firms. With a focus on activation, we expanded a
cutting advertising spend 38% in the second half. Bringing
global chemicals company’s usage over 400% from Singapore
the spend back up under the new, higher profitability targets
to India, China, Norway, and Germany. On the bidding front we
took longer than expected- we could have done better.
won a formal, rigorous RFP for a global leader with one of the
world’s most valuable brands in the FMCG space for their US-
In November we strengthened the team by hiring Hector
based contingent worker program and are working through the
004
Perez-Nieto as Director of Marketing (formerly Head of
paperwork. At the same time, we bid on another formal, rigorous
Digital, Mobisuper). Hector is now in charge of all customer
RFP for a trillion dollar market capitalisation technology company
acquisition and has made significant progress through 1Q22.
to create an agile, elastic business model using freelancers and
Our focus for FY22 will be in three major areas. Firstly,
creative & marketing software companies to engage specialist
improvising the visual design, responsiveness & UI/UX
freelancers to augment a key business unit and working
which has now been enabled through the new unified front-
through a draft Scope of Work as of the time of writing this.
completed vendor onboarding with one of the world’s largest
end architecture. Secondly enhancements in new product
development in payments, enterprise features, matchmaking and
Many in the company marvel at some of the things we are doing
collaboration. The third is to continue to improve the trust and
in this division. For a global computer & printer company through
safety of the platform through enhancing the reputation of high
Freelancer Global Fleet we’ve built a whole virtual field services
quality freelancers on the platform and weeding out bad actors.
division including at current count 66 field service technicians,
I’m personally excited about these improvements as they will
Mohammad (our Technical Operations Manager) recently gave
be highly visible and deliver a lot of value to our customers.
a company wide presentation on where we are today and where
in-country management, quality assurance and training. Mas
Freelancer Enterprise
this engagement is going- it’s a pretty phenomenal testament to
the scale and scope of what can be achieved with Freelancer.
The Freelancer Enterprise division finished the year strongly
Escrow.com
with GMV growing at 164% on pcp. Enterprise GMV is now 3%
of the total GMV of the platform and that share is growing.
Escrow had a breakout year, achieving an all-time record
GPV of $1.079 billion up 54.3% (US$808.3m up 65.3% on
The division is working on strategic projects at scale, with
pcp), revenue of $11.3m up 37.3% (US$8.5m, up 48.6%) and
notable public examples being the Deloitte MyGigs engagement
was profitable with EBITDA of $1.7 million (US$1.2m).
and servicing the US Government through the NASA NOIS2
contract. Through NASA, Freelancer has provided services
FREELANCER LIMITED ANNUAL REPORT CHAIRMAN'S LETTER
Conclusion
Escrow has a unique position as the world’s largest online
Last year was transformative for all parts of the group.
escrow company, facilitating high value payments in the growing
For the first time the group GMV surpassed $1 billion
segment of online marketplaces. Escrow is transforming the
and did so with over 50% growing on pcp in USD.
way that marketplaces & merchants complete transactions
across a variety of high value asset classes by enabling them for
There was one exception- the consumer division of
the first time to take payments online. Most car marketplaces
Freelancer could have done better. We had a great first
today are simply advertising platforms, and many would be
quarter but then had a challenging second half on the
surprised to know that these platforms don’t know when a car
customer acquisition front. We have new leadership in that
is sold- they make an assumption that the car is sold when the
regard under Hector and he is already hitting goals.
listing isn’t renewed, but they have no idea whether the car sold
through the marketplace or whether from the sign in the window.
We have many company-making irons in the fire with the
They also have very little information, in some circumstances
enterprise division and volume is growing very rapidly and
no information at all about the buyer and little opportunity to
starting to become a meaningful percent of global volume.
upsell products and services like snow tyres and financing.
Escrow.com had a standout year with over $1 billion in
Escrow now powers the payments for eBay Motors and
GMV, almost 50% year on year revenue growth in the
Watches in the United States and is achieving many wins in
dominant operating currency and at the same time achieving
the automotive space. We will shortly be announcing that
profitability. Payments businesses are raising venture capital
we have gone into production with a major North American
achieving valuations at multiples of the current group market
automotive marketplace with a world first value proposition.
capitalisation with a fraction of these achievements.
Loadshift & Freightlancer
The freight group is just getting going and it is down to
product & operations to take advantage of about $400m of
The freight division experienced expansion this year
notional load volume being posted this calendar year. We
with Freightlancer’s May 2021 acquisition of Loadshift,
expect that commencing 2H22 that the product will be in
005
Australia’s largest heavy haulage freight marketplace. At
a position where we will start to see the movement from
the same time the division received a $3.7m investment
a classified membership model to a marketplace model.
from Wes Maas, CEO and founder of Maas Group Holdings,
Bryndis Hendrikson has been promoted to Vice President
a diversified industrials group and Tom Cavanagh, CEO
of Managed Services and is in the trenches building the
& founder of EMS Group (now a division of ASX:MGH), a
operations team to make it happen. She has been with the
specialist in machinery hire, sales, repairs and rebuilds to
company for a decade and done a phenomenal job with
support underground mining and tunnelling, and others.
Recruiter, which is almost the identical function for Freelancer.
Collectively 83,290 requests for transport passed through
Overall there are lots of moving parts in the business but
the marketplace in the calendar year (up 18.6% on pcp)
all divisions are market leading, broad, horizontal service
representing 118,660,830 km of freight (up 19.7% pcp), with a
offerings that consumers to large enterprises require as
notional Gross Load Value of approximately $326 million. On
part of their everyday business. We’re probably doing too
an average weekday more freight is posted on the combined
many things but working hard on having all the pistons
entities than the distance from the earth to the moon.
fire at once. When the engine gets going, however, I
think it will take quite a few people by surprise
Early in 1Q22 we successfully launched Freightlancer on
the Freelancer Enterprise stack and are in the process
of merging Loadshift and Freightlancer, moving from a
classified membership model to a marketplace model.
There is a lot of upside in this business, and we are heads
down with product, engineering & operations to make
it start to happen in the second half of the year.
Regards,
Matt Barrie
Chairman
11 April 2022
FREELANCER LIMITED ANNUAL REPORT2021
MARKETPLACE STATISTICS
57M+
006
TOTAL REGISTERED USERS
FY00
FY01
FY02
FY03
FY04
FY05
FY06
FY07
FY08
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
60
56
52
48
44
40
36
32
28
24
20
16
12
8
4
0
FREELANCER LIMITED ANNUAL REPORT 21M+
TOTAL JOBS POSTED
MARKETPLACE STATISTICS
007
24
22
20
18
16
14
12
10
8
6
4
2
0
FY00
FY01
FY02
FY03
FY04
FY05
FY06
FY07
FY08
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FREELANCER LIMITED ANNUAL REPORT2021 ABOUT FREELANCER
Freelancer.com
is the world’s
largest freelancing
marketplace
008
With over 57 million registered users Freelancer is the world’s
largest freelancing and crowdsourcing marketplace by total
number of users and jobs posted.
We’re changing lives in the developing world by providing
opportunity and income.
Five billion people on the planet live on $10 a day or less.
On Freelancer they can earn $10 an hour or more, as they
develop their skills, education and reputation.
57m
5B
$10/H+
REGISTERED USERS
PEOPLE ON THE PLANET
PEOPLE CAN EARN
LIVE ON $10 A DAY OR LESS
ON FREELANCER
FREELANCER LIMITED ANNUAL REPORT ABOUT FREELANCER
009
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER CASE STUDIES
FOUNDER/OPERATOR
ASHEVILLE, NORTH CAROLINA, USA
Jenna
Washburn
@JennaWashburn
5.0
( 12 reviews )
WEBSITE:
PROJECT NAME:
HTTPS://PSYCHCLICKREPORT.COM/
VBA TO PHP CONVERSION
PROJECT ID: 31920227
COMPANY: CLICKREPORT
010
TESTIMONIAL
"My experience with Imara Software Solutions has been fantastic.
The Recruiter from Freelancer who connected me with Imara’s team
of tech professionals took the time to understand my business and
hiring needs. By using Freelancer I also feel secure in knowing all the
necessary precautions were taken care of with their built in NDA’s
and privacy agreements. Thank you, Freelancer, for setting me
up with a wonderful group of tech professionals, my business has
seen great growth because of it."
FREELANCER LIMITED ANNUAL REPORT FREELANCER CASE STUDIES
011
We're helping founders,
entrepreneurs and
startups around the world
take their businesses
to new heights.
FREELANCER LIMITED ANNUAL REPORT2021
FREELANCER CASE STUDIES
PRESIDENT/PRINCIPAL
ANCHORAGE, ALASKA, USA
Lisa-Marie
Ikanomov
@IkonicPR
5.0
( 18 reviews )
WEBSITE: HTTPS://IKONICPR.COM/
PROJECTS: MULTIPLE
COMPANY: IKONIC PUBLIC RELATIONS
012
TESTIMONIAL
“As an independent public relations consultant, I often have the
need for backend developers and technical support to help me with
complex projects that are outside my skill set. When the developer
I had been partnering with was no longer available, I had to find
someone new to support my projects. After an unsuccessful search
locally, a colleague recommended Freelancer.From that first project,
I have not looked back.The Recruiter support has been invaluable
in helping vet project applicants and find the right fit for each of
my project needs.My favorite Recruiter (Stanley H.), has also been
an amazing sounding board and has helped me navigate different
challenges as they arise to find successful solutions.”
FREELANCER LIMITED ANNUAL REPORT FREELANCER CASE STUDIES
013
We're helping founders,
entrepreneurs and
startups around the world
take their businesses
to new heights.
FREELANCER LIMITED ANNUAL REPORT2021
FREELANCER CASE STUDIES
CO-FOUNDER
LOCATION SANTIAGO, CHILE
Alejandro
Osorio
@OsorioAle
5.0
( 8 reviews )
WEBSITE: HTTPS://NOPAIN.CL/
PROJECT NAME: INTEGRATION
PROJECT ID: 22450806
OF TWO CLOUD SERVICES
COMPANY: NO PAIN & BEYOND
THOUGH ONE WEBHOOK
014
Four years ago, Dr. Romagnoli’s innovative medical approach to relieving
chronic pain inspired Alejandro Osorio, an Industrial Engineer and
entrepreneur. Their plan involved converting professionals trained to
prescribe physical activity into a mobile, low complexity traumatology
unit. Part of this process was establishing an online infrastructure,
through cloud services and web protocols, which is where Freelancer.
com came in. Through the Recruiter service they were able to find a
freelancer with the skills they required. Osorio says, “The final result
was such a success that we were delighted to pay not only the initially
agreed amount but also an extra tip, given the excellent service we had
also just experienced.” Development continues on the Osorio/Romagnoli
platform as they reach out globally to reduce chronic pain for everyone.
FREELANCER LIMITED ANNUAL REPORT FREELANCER CASE STUDIES
015
We're helping founders,
entrepreneurs and
startups around the world
take their businesses
to new heights.
FREELANCER LIMITED ANNUAL REPORT2021 MARKET STATIS AND CONTESTS
Market
Statistics
and Contests
Marketplace Statistics
016
Freelancer is a game-changer for entrepreneurs, small businesses,
and large organisations. We provide easy access to talented
freelancers from all around the world, who offer a wide range
of services at competitive prices.
21m+
TOTAL JOBS POSTED
62%
OF JOBS RECEIVE
A BID WITHIN 60 SECS
26
AVERAGE BIDS PER PROJECT
$5B
TOTAL JOBS
AWARDED IN USD
$224
88%
AVERAGE COMPLETED
OF CONTESTS RECEIVE ENTRIES
PROJECT (IN USD)
WITHIN 1 HOUR
FREELANCER LIMITED ANNUAL REPORT MARKET STATIS AND CONTESTS
Freelancer Contests
Get the perfect solution by crowdsourcing your ideas
to millions of freelancers. Post a Contest on Freelancer.com.
247
AVERAGE ENTRIES
PER CONTEST
88%
OF CONTESTS RECEIVE
ENTRIES WITHIN 1 HOUR
The Freelancer contest platform gives you access to millions
of talented individuals with the skills to provide you with the
solutions that you need. Whether that be a logo, a design, an
article, or anything in between. There are no limitations to what
the crowd can do. Generating solutions for the likes of NASA,
Airbus, IBM, Deloitte, The US Department of Energy, The US
Bureau of Reclamation and the National Institute of Child Health,
the contest platform is a powerful tool to tap into global talent.
Imagine having access to thousands of designers at a
moment's notice, turning your dream into reality, overnight.
This is the power of the Freelancer contest platform, where
new creations are submitted within hours of posting your
contest, and contests receive on average around 220 entries.
Quick, collaborative and creative
The contest platform is the ultimate tool to engage with your
community to get instant feedback on new ideas. Collaborate
with your network through contest share, which invites others
to interact with, rate, and award the participants of your contest.
Publicise your contest through polls, which allows you to share
your contest with the public to gather feedback on the best
ideas. Engage with participants through the Public Clarification
Board, which connects you with the talent of the world through
comments to iterate on better designs. In 2021, the contest
platform generated over 14 million ideas to help contest
holders come up with solutions quickly and collaboratively.
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER® ENTERPRISE
Power your
competitive
advantage
with Freelancer®
Enterprise
018
FREELANCER LIMITED ANNUAL REPORT FREELANCER® ENTERPRISE
Freelancing is not new. Companies have been hiring independent
contractors, or freelancers, for many years. Plus, outsourcing is
not a new concept. Businesses have relied on other organizations
to perform non-core functions to support their business for many
decades. The distinct difference is that hiring freelancers is now
more accessible than ever – thanks to globalization, remote work and
freelance marketplaces like Freelancer.com. The work delegated to
freelancers by Fortune 500 companies has increased rapidly over the
past five years and this trend has accelerated year by year, reaching
new heights in 2021.
The primary motivators behind the enterprise adopting platforms
Compared to conventional staffing agencies, enterprises
like Freelancer.com to source freelance talent include:
consider the speed of contracting a freelancer and delivery
Easy access to scalable sources of labor,
dimensions of value. Essentially, if you need something done
expertise and skills
and can’t do it in-house, a freelancer out there can do it for you.
of work outcomes, as well as their quality, as other important
Reduced transaction and start-up costs
Elimination of conventional barriers to hiring
019
•
•
•
There are numerous benefits of integrating freelancers into the
enterprise to resolve modern industry challenges.
Increased Agility and Ability to
Respond to Shifting Demands
Drastic Cost Savings
Redirecting spend from high-markup vendors to freelancers.
•
•
•
•
Close skill gaps quickly
Increase workforce capacity
Complete projects faster
Local workforce, globally distributed
Accelerated Innovation and Ideation
Using crowdsourcing as a problem-solving mechanism.
FREELANCER LIMITED ANNUAL REPORT2021
FREELANCER® ENTERPRISE
Preparing for the Future of Work by
Creating a Future-proof Workforce
Remain competitive and relevant in the future.
The Freelancer Enterprise division finished the year strongly
with growth in GMV and revenue quarter on quarter. In 2H21
top line revenue grew by 188% vs 1H21 including 369%
quarter on quarter growth in Q4 on Q3. Enterprise GMV grew
164% year on year with 2H21 up 96% compared to 1H21.
We live in a new world. Innovation and change are the norms.
Increased agility and the ability to respond to shifting demands
is no longer just a desirable trait. Agile enterprises survive.
Responsive organizations thrive. So, skill gaps must be closed
quickly, workforce capacity must be flexible, and projects must
be completed faster for companies to stay agile and responsive.
Enterprises are now creating a future-proof workforce to
remain competitive and relevant to prepare for the future of
work. Using local workforces, globally distributed, offers drastic
cost savings, especially when redirecting project funds from
high-markup vendors to freelancers. By using crowdsourcing
as a problem-solving mechanism, organizations can expect
accelerated innovation and ideation to move forward.
The benefits of outsourcing to freelancers, from
the cost and time savings to flexibility and agility,
could be just what a company needs.
020
Companies’ most strategic competitive advantage is access to
global talent. Freelancer Enterprise takes it to the next level. Brands
can access the best from the world’s largest cloud workforce
instantly, at scale and on demand. We have built approved talent
networks to provide access to highly skilled, curated, vetted talent
with the skills, languages and locations that companies need.
The division experienced growth across our key accounts
in professional services, technology, business process
outsourcing, chemicals, government, education and retail
sectors, with a strong pipeline leading into FY22.
Shaun McMeeken joined Freelancer in mid-2021 to take over
leadership of the division. Formerly the VP Sales at Groupon
ANZ, Shaun has played an integral role in establishing key
sales processes that has positioned Enterprise for growth
in FY22. The team also effectively and efficiently scaled
output to handle the increased customer demand through the
deployment of freelancers from the main marketplace platform.
In November Adam Swertz joined the division to spearhead
North American enterprise sales. Previously Adam was a
technology strategist on the Accenture Bid Team where he
maintained a >75% win rate and was co-lead on three of the
largest service deals at Accenture in Canada (>C$150m).
The Enterprise Talent Success teams and capabilities
grew across our global markets, providing bespoke end-
to-end program management capability for clients. The
teams have enhanced capabilities to serve the enterprise
with background checks, talent curation for the unique
needs of each client and comprehensive talent vetting
with customised interviews, testing and verification.
FREELANCER LIMITED ANNUAL REPORT Deloitte
MyGigs
FREELANCER® ENTERPRISE
021
Deloitte US and Freelancer Enterprise commenced its
Fieldglass integration), Deloitte consultants will be
final phase of deployment for the MyGigs platform in
able to hire freelancers, manage projects, and process
2H21, which will connect the internal platform to the
payments at scale. Over 30,000 Deloitte consultants
external Freelancer marketplace. Upon completion
have been onboarded to the platform already.
(targeted May ‘22 due to expanded scope with the SAP
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER® ENTERPRISE
InSource™
This cloud workforce platform can dramatically
reduce costs whilst providing unparalleled speed
of delivery and fast time to market.
022
The MyGigs platform will form a flagship deployment
incumbent talent engagement models. The InSource
of Freelancer Enterprise’s InSource product solution,
product will be a key competitive differentiator
commercially available towards the end of 2Q22.
for the Fortune 500, providing the enterprise with
InSource empowers workforce efficiency connecting
both an internal gig platform and an elastic cloud
internal demand for skills with both internal talent
workforce, enable rapid scale in human capital and
and the Freelancer cloud workforce, on-demand.
capability, enable staff retention and access to
As an end-to-end solution, InSource enables staff
global opportunities, accelerate time to market by
to access freelancers at scale, manage projects,
augmenting talent on-demand, maximise workforce
process payments and ensure compliance at scale
utilisation and provide an on-ramp towards a
whilst removing the cost structures inherent in
full cloud-based gig model transformation.
FREELANCER LIMITED ANNUAL REPORT
FREELANCER® ENTERPRISE
Global Fleet Field Services
The creation of a local workforce, globally distributed, allows the
enterprise to deliver expertise anywhere in the world at scale and
on demand. This enables the enterprise to take control, expand their
footprint and disrupt the service supply chain through the power of
our technology.
Our major engagement with a global technology leader
Change Manager, Telstra, joined the team responsible for
in computer & printer technology to build a disruptive
scaling the operational infrastructure required to expand
and elastic global workforce powered by freelancers
globally. Based on our operational strength, continued
continued to expand across several countries.
performance, growth and cost savings to our partner,
we renewed the Asia-Pacific Statement of Work for an
We’re now able to expand its existing service coverage into
additional year to further expand across the region.
hard-to-reach regions experiencing service gaps. Relying
on existing contractors was not timely or cost-effective, so
In FY21, we entered into three strategic additional cities in
the partnership with Freelancer Enterprise has created
India, completing the Phase I expansion for a total of 7 cities.
a new specialist Field Services marketplace. With this
Total volume for India alone is 660,000 projects per year and
023
customized solution, we have created a dedicated talent
the aim of the activity in India is to win a majority of that
pool of qualified service engineers to deploy on-demand.
volume. Project volumes increased 178% in 4Q21 compared
•
Scalable Field Services
Now we have a proven framework to expand
service coverage to new regions on-demand.
•
Increased Customer Satisfaction
to 3Q21. An instrumental component of the continued growth
is the implementation and dynamic part delivery framework
across all operational cities that enables wider geographical
coverage, all leveraging freelancers. The continued success of
this engagement supports the disruption of traditional supply
chains and positions freelancers as a key agile business solution.
With certified experts assisting customers more quickly, there
of two regional cities in Victoria, Australia in 4Q21. The
is a noticeable increase in customer satisfaction rates.
engagement is ahead of forecasts based on project volumes
Beyond India, global expansion continued with the launch
•
Cost Savings
and quality scores, with expected growth in 1H22 into two
additional cities. In FY22, the expansion of Phase II will
continue into 14 additional cities within India with a significant
Faster, higher quality service, and easier
increase to the overall project volumes handled by our
expansion, all at a lower cost.
freelancers. Our disruptive engagement and business model
is also running in Indonesia (Jakarta) with a current goal of
This demonstrates the power of Freelancer Enterprise to
continual expansion across key markets in Asia and Europe.
build a freelancer workforce to serve the needs of a globally
distributed enterprise, locally in regions across the globe.
We are now in discussions with the partner for a deeper
technology integration to be performed by our engineering
In FY21, Mas Mohammad, formerly Performance Manager
services team which will allow volumes to grow substantially.
& Operations Implementation Lead at NBN, and Operations
FREELANCER LIMITED ANNUAL REPORT2021
FREELANCER® ENTERPRISE
NASA & U.S.
Government
Freelancer now helps national agencies solve critical national
challenges by crowdsourcing innovative solutions from the world’s
best talent. In doing so, we push the boundaries of human innovation.
NASA and Freelancer have been working together since 2015 to
crowdsource solutions to the most complex problems being faced
by astronauts on the cutting edge of space exploration.
024
$19K+
137
14,024
FREELANCERS PARTICIPATING
COUNTRIES PARTICIPATING
DESIGNS TO DATE
The NASA Open Innovation Series 2 tender is a
management and operational excellence capabilities over the
program whereby NASA effectively acts as a centre of
course of the year, with majority of the wins occurring in 2H21.
excellence for crowdsourcing for the U.S. Government.
Freelancer is one of 19 joint winners in the bidding for
Freelancer now has task orders or engagements with NASA, the
this contract. In 4Q21 the funding for the program was
U.S. Centers for Disease Control and Prevention, the National
increased 600%, from US$25 million to $175 million.
Institutes of Health, the U.S. Department of Commerce the U.S.
Department of Energy and the U.S. Bureau of Reclamation.
Freelancer won six task order contracts in FY21 with U.S.
government agencies and we expect the rate of wins to increase
in FY22. This is a direct result of investment into the team’s bid
FREELANCER LIMITED ANNUAL REPORT
FREELANCER® ENTERPRISE
025
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER® ENTERPRISE
This work is across a number of high technology areas
more than 10,000 pregnant women. The data was collected
including computational fluid dynamics, electrical engineering,
from interviews, questionnaires, clinical measurements, patient
physics, data science, machine learning, physics, mechanical
charts and biological specimens. NuMoM2b aims to identify
engineering, graphic design, UI/UX design, software engineering,
pregnancy risks for women who have not given birth previously.
network science, advanced manufacturing, software
development, transcription and information security.
“Any maternal death is one too many,” said Diana W. Bianchi,
M.D., director of NIH’s Eunice Kennedy Shriver National
Two of the six contracts were won in partnership with
Institute of Child Health and Human Development (NICHD),
LMI, a government-focused consultancy with 60 years
which administered the challenge. “A healthy pregnancy and
of experience delivering digital and analytic solutions,
childbirth should be a given, but sadly, it’s not. Understanding
logistics and management advisory services. LMI’s well-
and reducing pregnancy-related complications and deaths – or
established relationship with government agencies and
maternal morbidity and mortality – is a high priority for NIH.”
years of expertise in navigating the industry makes them a
key strategic channel partner for us in FY22 and beyond.
Seven prizes of $50,000 were awarded for
innovation and an additional five prizes of $10,000
Towards the end of FY21, the first winners for
were awarded for health disparities.
NOIS2 task orders started to be announced.
NICHD Decoding Maternal
Morbidity Data Challenge
On December 7th, the winners of the National Institutes
of Health’s Decoding Maternal Morbidity Data Challenge
Freelancer.com is proud to have partnered with NICHD
and Adiona to run this challenge on our platform.
Automated Maintenance of Protection
Systems (AMPS) Challenge
powered by Freelancer.com were announced at the
The AMPS Challenge seeks to automate protection systems
White House’s Inaugural Maternal Health Day of Action
testing, eliminate outages necessary to accomplish the testing
with United States Vice President Kamala Harris.
and improve hydropower plant reliability. The AMPS Challenge
026
has two phases - a white paper and a prototype phase.
Twelve prizes totaling US$400,000 were awarded to
seven teams who proposed innovative solutions to
In the first phase, the field was narrowed to twenty six
identify risk factors in first-time pregnancies.
high quality white papers including detailed designs
in some circumstances up to eighty pages long from
The NICHD Decoding Maternal Morbidity Data Challenge was run
electrical engineers around the world. In 4Q21, the winners
for the NIH’s Eunice Kennedy Shriver National Institute of Child
of the first phase were awarded US$10,000 each.
Health and Human Development (NICHD). Using computational
analysis, data mining, artificial intelligence and other methods,
These finalists now have five months to create a prototype.
winning entrants devised ways for analysing the vast store of
Each winner will be asked to submit both written and
participant data from the Nulliparous Pregnancy Outcomes
video submission components. From there, up to five will
Study: Monitoring Mothers-to-Be (nuMoM2b), a racially, ethnically
be selected to ship their prototypes to Colorado, where
and geographically diverse sample of people beginning in
the U.S. Bureau of Reclamation will test and judge the
the sixth week of pregnancy and continuing through delivery.
prototypes, and pick the final winner for up to US$100,000.
NuMoM2b was established in 2010 and has compiled data on
FREELANCER LIMITED ANNUAL REPORT FREELANCER® ENTERPRISE
027
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER® ENTERPRISE
Government
Freelancer now serves the world’s most preeminent national
agencies. We help national governments prepare for the future and
address demographic imbalances by providing citizens access
to global opportunities and empowering them through advanced
skills development.
Freelancer Enterprise is engaged in strategic partnerships
opportunities working with global corporations. Funding for
with governments in the Middle East and Egypt. These
these initiatives is being provided by both governments, which
strategic initiatives include job creation through the cloud,
is generating network effects of demand and uptake from
the building of talent pools of skilled professionals, training,
enterprise companies globally. The Enterprise division is also
job placement programs, as well as professional training and
working with the governments of Australia and Malaysia.
Other Enterprise Activity
In FY21, the Enterprise division has seen a number
•
Freelancer Enterprise was awarded the 'Best
028
of wins. Some highlights include:
Comprehensive Solution' in the 2021 HR Tech
Awards by Lighthouse Research & Advisory.
•
Signing five MSAs with global technology & professional
services business process outsourcing firms. These
Examples of the diversity of applications of our
firms are major players in the traditional skilled
platform in FY21 included, but were not limited to:
outsourcing industry, where all are facing challenges
in scaling the provision of talent on demand.
•
Sourcing experts in computational fluid dynamics
•
Expanding a global chemicals company’s usage
over 400% from Singapore to India, China, Norway
and Germany. Freelancer Technical Co-Pilot is also
embedded with this client as part of this partnership.
•
Bidding on a formal, rigorous RFP for a global
for the modeling of river sediment for the U.S.
government hydroelectric power authority.
•
•
Supplying freelancer hires in over 90 regions around the
world performing location based mystery shopping tasks.
Building a supply chain for parts used in technical
leader with one of the world’s most valuable brands
field services using freelancers disintermediating
in the FMCG space for their US-based contingent
traditional supply chain models.
worker program. We have since won this in FY22
with formal paperwork completed by Feb 2022.
•
Leveraging our global talent success capabilities to
source and fill for projects requiring data engineers,
•
At the same time, we bid on another formal, rigorous
user researchers, automation engineers, project
RFP for a trillion dollar market capitalisation technology
managers and performance testers for a key
company to create an agile, elastic business model using
enterprise client in the global chemicals sector.
freelancers. We have since completed the first step of
the onboarding process and are moving to completing
contractual requirements ahead of a formal expected award.
•
End-to-end project management for a global campaign
of translation projects into multiple languages, product
guide writing and blog writing projects for a global
• We completed vendor onboarding with one
ecommerce company through Technical Co-Pilot.
of the world’s largest creative and marketing
software companies to engage specialist
freelancers to augment a key business unit.
•
Accessing a pool of freelance video creators to
produce high quality video content that matches
pre-supplied audio files and scripts, at faster speed
and lower cost to increase volume of direct SMB
commercial radio advertising in the media industry.
FREELANCER LIMITED ANNUAL REPORT FREELANCER® ENTERPRISE
029
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER® ENTERPRISE
Freight
anything,
anywhere
030
With an extensive network of over 8,000 vetted transport companies
across Australia and direct rates with some of the world’s largest
shipping lines, Freightlancer provides access to the right operator no
matter the industry. We facilitate the fast, reliable and cost efficient
transport of freight while ensuring a high standard of compliance.
While Freightlancer is a technology platform at heart, it’s the
To bolster this existing network of Shippers and Carriers,
hands-on approach of our management team and operations
Freightlancer’s acquisition of Loadshift for $7.7million in May
staff that makes the difference to the freight movements. With
of 2021 was of no surprise. Since the acquisition the amount of
a combined experience of over 100 years, we have the right
active Carriers on the Loadshift platform grew by 17.4% pcp due
knowledge and experience to safely manage every project.
to initiatives such as the auto renewal of memberships, extensive
Through the management of the freight cycle and the continued
marketing campaigns and ux/ui redesigns.
innovation of our technology platform, we are continually
delivering industry best practice. Through the management of the
freight cycle and the continued development of our technology
platform to ensure your freight is delivered the way it should be.
FREELANCER LIMITED ANNUAL REPORT FREELANCER® ENTERPRISE
031
$1.26m
118m+
1,424Km
REVENUE FROM LOADSHIFT
COMBINED KM OF FREIGHT
AVERAGE DISTANCE FOR EACH
FOR THE YEAR WITH 5.8% PCP
PROVIDED NETWORK
LOAD AT APPROXIMATELY
BY FREIGHT GROUP IN 2021
$2.87/KM
(UP 19.75% ON PPC)
$1.76m
$326m+
COMBINED REVENUE
NATIONAL GLV AS A RESULT
FOR THE GROUP
OF 83,290 LOADS IN 2021
(UP 18.5% ON PPC)
83,290
LOADS IN 2021
18.5%
YEAR OVER YEAR (YOY)
FREELANCER LIMITED ANNUAL REPORT2021
ESCROW.COM
Escrow.com
is where the
metaverse is
bought and sold
032
In 2021, Facebook CEO Mark Zuckerberg introduced Meta, a rebranding
effort driven by the company shifting its focus to the metaverse. This rebrand
propelled the concept of the metaverse into mainstream popularity, seeing
many everyday consumers beginning to invest in virtual real estate by
purchasing plots of land in the metaverse through non-fungible tokens (NFTs).
However, there is no one metaverse, but many metaverses
When organizations are investing in virtual real estate,
which all vary in size and popularity. This causes an issue
they look at buying a domain name, not a plot of land
if a person purchases a digital asset in that particular
in a virtual game. Domain names are virtual real estate
game. If the game goes under in a years’ time, then the
where companies build and launch their metaverse. They
person is stuck with nothing. There’s no real investment
purchase a premium name on the best street available
value here. The real investment opportunity is purchasing
– the .com domain name. As leading provider of secure
the real land of the metaverse – domain names.
online payments and online transaction management,
Escrow.com is where the metaverse is bought and sold.
FREELANCER LIMITED ANNUAL REPORT ESCROW.COM
033
Land of the Metaverse
2021 ESCROW.COM
Escrow.com
Powering global trade through uncertain times.
Empowering market makers to connect buyers
and sellers without fear of fraud.
In FY21 the Escrow.com team was challenged to execute on
Partnerships delivered strong growth in new marketplace
a plan of maintaining dominance in existing markets while
verticals such as trademarks, oil, gas and mineral rights, as
expanding into new markets while remaining EBITDA positive.
well as existing verticals; IPv4, domain names, automotive,
Throughout the year the team consistently outperformed
services and luxury goods. Marketplace partners contributed
expectations, delivering an all-time record year with GPV of
a record US$373.9m in FY21, up 58.5% on pcp.
$1.079 billion up 54.3% (US$808.3m up 65.3% on pcp) and
revenue of $11.3 million, up 37.3% on pcp (US$8.5 million,
up 48.5% on pcp) and positive EBITDA of $1.7 million.
034
while two-factor authentication was introduced for all accounts
to protect against account takeover. We have seen an
improvement in transaction agreed rate through this improved
funnel across all transaction types and anticipate removing this
key friction point will benefit all of our marketplace integrations.
In the fourth quarter Escrow.com established a new
program for high value transactions, adding a dedicated
relationship manager, Manuel Rabade, with expert knowledge
in the assets being transacted. This proactive allocation
of expert support staff contributed improvement in the
funding rate of high value transactions and to hitting an
all-time record monthly GPV of $156.9 million, up 150.8%
“ESCROW.COM IS USED TO HOLD FUNDS FOR PRIVATE JET CHARTER”
in November 2021 (US$114.9 million, up 152.6% on pcp).
Existing customers saw the launch of several enhancements
Finally, this year we continued to develop Escrow.com’s
across fraud detection, security, user interface and account
standing as the most licensed online escrow service in the
management to improve the transaction experience: our
world by securing our escrow license in the state of New York,
Security and User Interface teams worked closely with partner
giving us a total of 53 financial services licenses granted or in-
marketplaces to minimize friction and develop a new single
application (Hawaii and the territories are the only US licenses
sign-on experience that allows buyers and sellers to seamlessly
remaining to file). Four U.S. states do not require Escrow.com to
transition between creating and managing their transactions,
hold licenses (Indiana, Massachusetts, Tennessee, Wisconsin).
FREELANCER LIMITED ANNUAL REPORT
ESCROW.COM
035
Additionally Escrow.com holds an Australian
with the Financial Crimes Authority. In the fourth
Financial Services Licence #501215 and is
quarter we passed an important milestone with
licensed as a MSB in Quebec, Canada #904468. A
the management of the company passing the
UK Payments Institution license is in-application
vetting by Her Majesty’s Royal Customs Service.
FREELANCER LIMITED ANNUAL REPORT2021 RECRUITERS
Recruiters
With 57 million options, why not let one
of our experts find you the perfect freelancer?
Recruiter is Freelancer's flagship managed service.
With a global presence, our recruiters provide 24x7 coverage
to ensure that we can assist our clients anytime, anywhere.
Utilising custom tooling optimised on top of our matchmaking
algorithm, our team works with our clients to clarify budget
and requirements before conducting an extensive search
and interview process from our curated talent pool of vetted
Preferred Freelancers.
036
$3.37m
IN REVENUE FOR 2021
1.3x
HIGHER RECRUITER AWARD RATE
THAN AVARAGE MARKETPLACE
AWARD RATE
74%
GROWTH IN NUMBER OF
PREFERRED FREELANCERS
FREELANCER LIMITED ANNUAL REPORT
RECRUITERS
Our Recruiters work
closely with the top
1% of freelancers on the
platform, the Preferred
Freelancer Program,
to ensure that you’ll
always have the perfect
talent for the job.
037
FREELANCER LIMITED ANNUAL REPORT2021 This logo
design cost
It took 9 days to make.
Real project completed at freelancer.com
Have an idea? Post your project today
and get free quotes!
$30 USD
FREELANCER.COM
039
FREELANCER LIMITED ANNUAL REPORT2021 This cover
art design
cost
It took 1 day to make.
Real project completed at freelancer.com
Have an idea? Post your project today
and get free quotes!
$75 USD
FREELANCER.COM
041
FREELANCER LIMITED ANNUAL REPORT2021 This home
page design
cost
It took 8 days to make.
Real project completed at freelancer.com
Have an idea? Post your project today
and get free quotes!
$200 USD
FREELANCER.COM
043
FREELANCER LIMITED ANNUAL REPORT2021 This 3D
shoe cost
It took 6 days to make.
Real project completed at freelancer.com
Have an idea? Post your project today
and get free quotes!
$500 USD
FREELANCER.COM
045
FREELANCER LIMITED ANNUAL REPORT2021 This gin
brand cost
It took 1 day to make.
Real project completed at freelancer.com
Have an idea? Post your project today
and get free quotes!
$120 USD
FREELANCER.COM
047
FREELANCER LIMITED ANNUAL REPORT2021 FREELANCER.COM
2021 Awards
048
Stevie Awards
The Stevie Awards are the world’s premier
business awards, which were created in 2002
to honor and generate public recognition of
the achievements and positive contributions
of organizations and working professionals
worldwide. There are seven Stevie Awards
programs, each with its own focus, list
of categories, and schedule; such as the
International Business Awards that are open
to all organizations worldwide, and include
categories to honor accomplishments in all
aspects of work life; and the Asia-Pacific Stevie
Awards that are open to all organizations in the
29 nations of Asia-Pacific region.
FREELANCER LIMITED ANNUAL REPORT
FREELANCER.COM
049
Stevie International
Business Awards (IBA):
For Escrow.com, we won 1 Silver Award for Achievement
in Sales or Revenue Generation; and 1 Bronze Award for
Achievement in Growth. Meanwhile, for Freelancer.com, we won
1 Silver Award for Achievement in Growth; and 2 Bronze Awards
for Achievement in Sales or Revenue Generation; and Most
Innovative Tech Company of the Year – Up to 2,500 Employees.
Asia Pacific Stevies:
We won 2 Gold Awards for Excellence in Innovation in
Technology Industries – More than 100 Employees; and
for Innovation in Technology Management, Planning
& Implementation – Other Service Industries; as well
as 1 Bronze Award for Innovative Management in
Technology Industries – More than 100 Employees.
FREELANCER LIMITED ANNUAL REPORT2021
FREELANCER.COM
050
Our Online
Economy
This map illustrates the Freelancer
online economy. The pink lines indicate
where projects are being posted by
employers, and the blue lines indicate
where the projects are being performed
by freelancers. Thicker lines indicate
a higher dollar volume of work. White
dots indicate the location of Freelancer’s
users. Edges are sampled data from
awarded projects in November 2021.
FREELANCER LIMITED ANNUAL REPORT
FREELANCER.COM
051
FREELANCER LIMITED ANNUAL REPORT2021
DIRECTORS' REPORT
Directors’
Report
052
Your Directors submit the financial report of
Freelancer Limited (the Company) for the year
ended 31 December 2021. In order to comply
with the provisions of the Corporations Act
2001, the Directors report as follows.
The names and particulars of the directors of
the Company during or since the end of the
financial year (Directors) are:
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
Matt
Barrie
Executive Chairman
BE (Hons I) BSc (Hons I)
(Stanford) GAICD SEP FIEAust
(appointed 10 April 2010)
GDipAppFin MAppFin MSEE
053
Founder and Executive
Chairman of the Company.
from Macquarie University, Masters in
Member of the Nomination
Electrical Engineering from Stanford,
and Remuneration Committee
California, Graduate of the Stanford
and Audit Committee.
Serial entrepreneur with extensive
Executive Program at the Graduate School
experience and knowledge in the
of Business, Fellow of the Institute of
technology sector. Previously co-founded
Engineers Australia and Councillor of the
and was CEO of Sensory Networks Inc.,
Electrical and Information Engineering
a vendor of high performance network
Foundation at the University of Sydney.
security processors, which was acquired
by Intel Corporation Inc. in 2013.
Relevant interest in 195,919,185 fully
paid ordinary shares, including a relevant
Formerly Adjunct Associate Professor
interest in 1,916,754 fully paid ordinary
at the Department of Electrical
shares by virtue of having a voting power
and Information Engineering at the
of over 20% in the Company, which
University of Sydney. Co-author of
has a relevant interest as a result of
over 20 US patent applications.
trading restrictions over shares issued
under the Employee Share Plan.
Qualifications include first class honours
degrees in Electrical Engineering and
Beneficial interest in 194,002,431 fully
Computer Science from the University
paid ordinary shares (representing
of Sydney, Masters in Applied Finance
42.87% of issued capital).
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Darren
Williams
Non-Executive Director
until 31 October 2015
BSc (Hons I) PhD
from 1 November 2015.
(appointed 10 April 2010)
(Computer Science)
Executive Director
054
Non-Executive Director of Company.
Qualifications include first class
Member of the Nomination
Was the Chief Technology Officer
honours degree in Computer Science
and Remuneration Committee
and Executive Director of the
and a Ph.D. in Computer Science
and Audit Committee.
Company until 31 October 2015.
specialising in computer networking
from the University of Sydney.
Extensive experience in computer security,
protocols, networking and software.
Beneficial and relevant interest in
Previously co-founded and was CTO (and
10,627,165 fully paid ordinary shares
subsequently CEO) of Sensory Networks
(representing 2.35% of issued capital).
Inc., a vendor of high performance
network security processors, which was
acquired by Intel Corporation Inc. in 2013.
Previously lectured Computer Science
at the University of Sydney. Author
of numerous articles, patents and
papers relating to security technology,
software and networking.
FREELANCER LIMITED ANNUAL REPORT Simon
Clausen
DIRECTORS' REPORT
Non-Executive Director
(appointed 10 April 2010)
055
Founding investor and Non-Executive
Relevant interest in 162,416,754 fully
Member of the Nomination
Director of the Company.
paid ordinary shares, including a relevant
and Remuneration Committee
interest in 1,916,754 fully paid ordinary
and Audit Committee.
Extensive experience in operating and
shares by virtue of having a voting power
investing in high growth technology
of over 20% in the Company, which
businesses in both Australia and the
has a relevant interest as a result of
United States. Previously founded and
trading restrictions over shares issued
was CEO of PC Tools which was acquired
under the Employee Share Plan.
by Symantec Corporation in October 2008.
Beneficial interest in 160,500,000 fully
Currently the sole director of
paid ordinary shares (representing
Startive Ventures, a specialised
35.47% of issued capital).
technology venture fund that
actively maintains investments in a
number of companies globally.
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Company Secretary
Principal activities
Mr Neil Katz held the position of Company Secretary
The principal activity of the consolidated entity (the Group)
during and at the end of the financial year (appointed
during the financial year was the provision of an online
9 March 2012). He has been with the Group since
outsourcing marketplace and escrow payment services.
2009 and is also the Chief Financial Officer.
There were no significant changes in the nature of
the principal activities during the financial year.
REVIEW OF RESULTS AND OPERATIONS
The Group’s loss attributable to equity holders of the Company, after providing for income tax, was $2,257,000 (2020 loss: $646,000).
Key Performance Highlights
Year ended 31 December
Financial metrics:
Gross Payment Volume1
Net Revenue2
Gross Profit
056
Gross margin (%)
Operating EBITDA3,4
Operating EBIT3
Operating NPAT3
Operating Cash Flow5
Operational metrics:
New Jobs6 (millions)
Total Jobs Posted (millions)
New Registered Users (excluding Escrow, millions)
Total Registered Users7 (millions)
Notes:
1 Gross Payment Volume (GPV) is calculated as the total payments to
Freelancer and Escrow users for products and services transacted through
the Freelancer and Escrow websites plus total Freelancer and Escrow
revenue. GPV is an unaudited metric. Marketplace segment FY21 GPV
A$180.4 million (down 6.1% on prior corresponding period), Payments
segment GPV A$1,079 million (up 54.2% on prior corresponding period).
2 Net Revenue excluding Escrow.com for FY21 was $46.1m
(down 8.8% on prior corresponding period).
3 Excludes non-cash share based payments expense
of $156k in FY21 and $192k in FY20.
FY21
$m
1,260
57.0
47.7
83.1%
(2.7)
(3.0)
(2.1)
2.6
1.8
21.0
7.6
58.2
FY20
$m
892
59.0
49.0
83.3%
(0.4)
(0.7)
(0.5)
7.9
2.2
19.1
8.9
50.8
% Change
+41%
-3.3%
-2.7%
-0.2%
nm
nm
nm
-67%
-18%
+10%
-15%
+15%
asset and interest paid on the corresponding lease liability. Depreciation of $4.6m
(FY20:$4.5m) and finance costs of $2.0m(FY20:$1.8m) relating to office leases (accounted
for in accordance with AASB 16 Leases) are included in the EBITDA calculation.
5 From FY19 lease payments in respect of office leases have been accounted
for in accordance with AASB 16 Leases. The impact is that lease payments are
now recorded in the cash flow statement as interest payments, disclosed in
operating activities and capital payments, disclosed in financing activities.
6 Total Projects and Contests Posted was redefined in January 2016 to Total Jobs
Posted (filtered). Jobs Posted (Filtered) is defined as the sum of Total Posted
Projects and Total Posted Contests, filtered for spam, advertising, test projects,
unawardable or otherwise projects that are deemed bad and unable to be fulfilled.
4 From FY19 lease expenses in respect of office leases have been accounted for in
accordance with AASB 16 Leases. The impact is that lease expenses are no longer
reflected in the P&L but are brought into account as depreciation on the right of use
7 User and project/contest data includes all users and projects/
contests from acquired marketplaces. Prior to May 2009, all data was
from acquired marketplaces. Includes Escrow.com unique users.
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
FREELANCER.COM
Summary
Seasonality & Covid
Freelancer revenue was flat for the year at US$34.6 million
Seasonality for Freelancer is shown in Figure 1 for the
(down 0.5%). GMV was US$101.1m, up 3.4%.
four years prior to Covid. In 2H21, seasonality was more
pronounced than usual as the northern hemisphere took
advantage of their first lockdown free summer in two years.
In 2H21 we experienced a return to the seasonal trend.
FIG.1
SEASONALITY IN GROSS MARKETPLACE VOLUME
FOR THE 4 YEARS PRIOR TO COVID
057
In brief:
• We started the year strong in 1Q21 with the best year
on year growth in GMV since IPO (US$25.9m,
up 23.6% on pcp).
•
FY21 saw significant improvements to the
core product, with all of our efforts on merging
codebases and overhauling our mobile experience
paying off in the form of increased productivity
and speed of shipping new product features.
However:
• Macroeconomically northern hemisphere seasonality
was far more pronounced in 2H21 due to the
abatement of lockdowns and other restrictions. This
was benchmarked against 2H20 where there was no
seasonal drop, due to lockdowns. Simply, people in the
Northern hemisphere got out and enjoyed an extended
summer holiday period for the first time in two years.
• More importantly, in 2Q21 we made significant alterations
to our predictive ad targeting models to improve
customer acquisition. These improvements improved the
profitability but cut advertising spend more than what
was forecast. Bringing the spend back up under the new,
higher profitability targets took longer than expected.
Coupled with pronounced seasonality this turned FY21
from the best start since IPO in 1Q21 to a flat year.
FIG.2
GMV IN 2020 (NOTE THE LACK OF SEASONALITY
VERSUS PRE-COVID)
Predictive Ad Targeting
Advertising platforms typically give you 30 days to feed
Our data science and customer acquisition teams built
information back about the value of an acquired customer in
a more sophisticated predictive model for forecasting
order to direct their targeting. Unlike selling goods, where the
profitability can typically be calculated and fed back instantly,
customer revenue which took the better part of a year.
It is a reasonably complex problem to tackle¹.
services are typically performed over long time periods. To be
accurate with directing the targeting of the advertising platforms
one needs to forecast revenue streams from a customer. This
is achieved by developing a predictive model of a customer’s
future payments by observations over a short time window.
1 https://medium.com/@algolift/pitfalls-of-modeling-ltv-
and-how-to-overcome-them-d2dd4666a78
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
FIG.3
ACCURATE PREDICTIVE LONG TERM VALUE
MODELLING IS THE HOLY GRAIL
OF ONLINE ADVERTISING
problem here. The mea culpa was that we didn’t tune
the model and expand the program fast enough.
Part of the issue here is that it typically takes an advertising
platform at least 30 days to fully implement targeting changes,
as in the background various machine learning algorithms
retrain. So any changes take a while before the effect
can be measured. The second problem is that modifying
targeting is akin to moving the cyclic stick on a helicopter:
nothing happens, nothing happens, something happens.
The low-point of volume from the advertising
program was in 3Q21 as seen in Figure 3.
Through the second half of 2021, we heavily focused
on tuning and lifting the volume while retaining the
This model went into production mid 2Q21. As part of deploying,
new profitability constraints. This took quite a number
we expected that some less profitable spend would be cut, and
of adjustments before we saw the desired effect.
that we would then both tune and extend the dimensionality
of the advertising program which would ultimately lift the
We are pleased to report that as of the time of writing this report
profitability, spend and volume of acquired customes. On
we have fully recovered our advertising volume (as measured
deployment, the model worked a little too well. It dramatically
by deposits from new advertising sourced customers). The
lifted profitability, but as a byproduct cut total advertising
30 day deposit volume from paid search engine advertising is
spending 24% in 1H21 and 38% in 2H21 compared to pcp.
now positive on a monthly rolling pcp basis (up 6.1% year on
The cut in spend from the model directing the advertising
throughout FY22 within the new improved profitability targets.
year as of 17 Feb). We plan to continue expanding ad volume
platforms to hunt increased profitability was not the
058
FIG.4
DEPOSITS FROM CLIENTS FROM PAID SEM
We also strengthened management of this effort in November 2021 by hiring Hector Perez-Nieto as Director of Marketing
(formerly Head of Digital, Mobisuper). Hector is now in charge of all customer acquisition.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
059
FIG.5
IMPROVED VISUAL DESIGN
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Supply & Demand
On the supply side, the marketplace continues to grow strongly. In FY21 we added another 7.5
million users to the marketplace. Liquidity also improved, with the percentage of projects receiving
their first bid in 30 seconds increasing from 28% to 38% over the course of FY21.
FIG.6
060
AVERAGE COMPLETED PROJECT SIZE
Average project size continues to rise, reaching US $225 at the end of FY21. This was partially as a result of
the improved acquisition targeting mentioned above and partially from the long term marketplace trend of
increasing sophistication in skills and quality of work delivered by our talented freelance workforce.
Engineering Focus
FY21 was a transformative year for the product and
•
A significant improvement in mobile
engineering teams. In the first half of the year, we leveraged
responsiveness of the primary product, resulting
our substantial investment into our webapp technology
in increases in client deposits and revenue.
to completely overhaul the mobile user experience, whilst
in the second half of the year we focused primarily on
•
The introduction of a design system to improve
new product development and UX improvements.
the products visual design & UI/UX.
The overhaul of our mobile experience represents
With the paying down of significant technical debt, our product
the culmination of years of investment, and
teams have shifted focus to new product development.
brings a number of significant benefits:
This is primarily focused in three major areas for FY22:
•
The merging of four codebases into one, dramatically
1. Visual design, responsiveness & UI/UX
improving development time of new features,
maintainability, and automated testing.
2. Enhancements to payments, enterprise
features, matchmaking and collaboration
3. Trust and safety
All new product will be delivered mobile first and across all of our platforms simultaneously – a key benefit of our new stack.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
FIG.7
IMPROVEMENTS TO THE VISUAL DESIGN
Product
061
A number of enhancements to the core product were shipped in FY21, including, but not limited to a new Showcase for freelancer’s
work, a new client onboarding flow, a modernised messaging interface and the first step towards enterprise-grade invoicing.
FIG.8
NEW SHOWCASE OF FREELANCERS’ WORK
FREELANCER LIMITED ANNUAL REPORT2021
DIRECTORS' REPORT
FIG.9
IMPROVEMENTS TO INVOICING
062
FIG.10
NEW CLIENT ONBOARDING FLOW
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
FIG.11
Mobile
NEW MESSAGING INTERFACE
At the start of 3Q21 we finalised the rollout of the new Android
is now complete, and the vast majority of web pages and
app, marking the completion of our mobile transformation
flows are also migrated. Whilst there are sporadic pages left
and merging the codebases of desktop, mobile web, iOS
that are not migrated, these will be migrated in the course
and Android. This release also marked the beginning of the
of business as usual and will no longer require a significant
end of our “webapp” transition – all the major technical work
amount of effort from our product and engineering teams.
063
The full features of Freelancer are now available at the same time, on every platform.
FIG.12
NEW FULLY-FEATURED ANDROID APP
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Visual Design, UI & UX
A major focus of the business in 4Q21 and FY22 is around the design and UX of the platform. With the introduction of our
design system and consolidation of our web and mobile app codebases, this transformation will be highly visible.
FIG.13
FREELANCER’S BITS DESIGN SYSTEM
064
In 4Q21 we overhauled the UI of our messaging system, which we have been progressively rolling out since November.
FIG.14
EXAMPLE OF UX IMPROVEMENTS WITH THE USER CARDS
FREELANCER LIMITED ANNUAL REPORT In 4Q21 we overhauled the UI of our messaging system, which we have been progressively rolling out since November.
DIRECTORS' REPORT
FIG.15
IMPROVED MESSAGING UI
In FY22, we will undergo a more fundamental UX and UI evolution, including but not limited to key elements such
065
as site navigation and structure, alongside a broader effort to overhaul our visual styling and branding.
New Product Enhancements
Whilst many of the products under development are not yet
ready to announce, some early releases in 2H21 include features
in payments, enterprise, matchmaking & collaboration e.g.
• My Lists, an engagement-focused feature
aimed at significantly reducing the barriers
to rehiring existing freelancers
•
•
•
Advanced search functionality for users and projects
An overhaul of our invoicing functionality
Showcase 2.0
FIG.16
IMPROVEMENTS IN VISUAL BRANDING,
PREFERRED FREELANCER PROGRAM
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
066
FIG.17
INTRODUCING MY LISTS
Trust & Safety
Memberships
Trust and Safety is key to the long term success of any
As discussed in previous quarterly updates, membership revenue
marketplace product. Over the past six months, we have been
has been through 2020 and 1H21 a substantial drag on revenue.
seeing an increase in spam activity within the marketplace, and
As previously reported, this revenue drop was a by-product,
towards the end of FY21 and throughout FY22, the product
among other things, of our effort to improve bid quality in the
teams have embarked on a concerted effort to eliminate
marketplace by aggressively cracking down on poor bidding.
spammers and other bad actors from the marketplace.
Whilst we cannot discuss much of our activity in this area for
operational reasons, this effort occupied a considerable amount
of our resources in mid to late FY21 and will continue throughout
FY22. We believe that these efforts will pay considerable long
term dividends, and underpin long term sustainable growth.
Revenue lines
As mentioned in previous quarter reports, two revenue lines
that have been a drag on revenue have been memberships
and contests. In FY21, the product teams put in a major
effort to reverse these trends, and we were successful
in returning both of these revenue lines to growth.
FIG.18
MEMBERSHIP REVENUE
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
Contests
In 4Q21, contest revenue grew 12.1% on pcp. Revenue per contest increased to US$24 at the end of 4Q21 (compared
to $19.50 at the end of 3Q21). There is no other contest platform that is as liquid as Freelancer with over 14
million entries per year. We ended FY21 with an average of around 240 entries per completed contest.
FIG.19
PAID CONTEST FEES AND REVENUE PER CONTEST IN FY21
067
FIG.20
AVERAGE NUMBER OF ENTRIES PER CONTEST (ROLLING 365 DAYS)
In FY22 we will continue to iterate and improve upon the Contests product, starting with the introduction of new
logged out contest pages, through which we aim to improve the SEO and overall visibility of contests.
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
ENTERPRISE
The Freelancer Enterprise division finished the year strongly
The division experienced growth across our key accounts
with growth in GMV and revenue quarter on quarter. In 2H21
in professional services, technology, business process
top line revenue grew by 188% vs 1H21 including 369%
outsourcing, chemicals, government, education and retail
quarter on quarter growth in Q4 on Q3. Enterprise GMV grew
sectors, with a strong pipeline leading into FY22.
164% year on year with 2H21 up 96% compared to 1H21.
068
FIG.21
FREELANCER ENTERPRISE & IBM
Shaun McMeeken joined Freelancer in mid-2021 to take over
technology strategist on the Accenture Bid Team where he
leadership of the division. Formerly the VP Sales at Groupon
maintained a >75% win rate and was co-lead on three of the
ANZ, Shaun has played an integral role in establishing key sales
largest service deals at Accenture in Canada (>C$150m).
processes that has positioned Enterprise for growth in FY22.
The team also effectively and efficiently scaled output to handle
The Enterprise Talent Success teams and capabilities grew
the increased customer demand through the deployment
across our global markets, providing bespoke end-to-end program
of freelancers from the main marketplace platform.
management capability for clients. The teams have enhanced
capabilities to serve the enterprise with background checks, talent
In November Adam Swertz joined the division to spearhead
curation for the unique needs of each client and comprehensive
North American enterprise sales. Previously Adam was a
talent vetting with customised interviews, testing and verification.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
Deloitte MyGigs
Deloitte US and Freelancer Enterprise commenced its final phase of deployment for the MyGigs platform in 2H21, which
will connect the internal platform to the external Freelancer marketplace. Upon completion (targeted May ‘22 due to
expanded scope with the SAP Fieldglass integration), Deloitte consultants will be able to hire freelancers, manage projects,
and process payments at scale. Over 30,000 Deloitte consultants have been onboarded to the platform already.
069
FIG.22
InSource
POSTING A PROJECT ON MYGIGS
The MyGigs platform will form a flagship deployment of
Freelancer Enterprise’s InSource product solution, commercially
available towards the end of 2Q22. InSource empowers
workforce efficiency connecting internal demand for skills with
both internal talent and the Freelancer cloud workforce, on-
demand. As an end-to-end solution, InSource enables staff to
access freelancers at scale, manage projects, process payments
and ensure compliance at scale whilst removing the cost
structures inherent in incumbent talent engagement models.
The InSource product will be a key competitive differentiator for
the Fortune 500, providing the enterprise with both an internal
gig platform and an elastic cloud workforce, enable rapid scale in
human capital and capability, enable staff retention and access
to global opportunities, accelerate time to market by augmenting
talent on-demand, maximise workforce utilisation and provide an
on-ramp towards a full cloud-based gig model transformation.
FIG.23
FREELANCER INSOURCE™
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Global Fleet / Field Services
Our major engagement with a global technology leader in
implementation and dynamic part delivery framework across
computer & printer technology to build a disruptive and elastic
all operational cities that enables wider geographical coverage,
global workforce powered by freelancers continued to expand
all leveraging freelancers. The continued success of this
across several countries. In FY21, Mas Mohammad, formerly
engagement supports the disruption of traditional supply chains
Performance Manager & Operations Implementation Lead
and positions freelancers as a key agile business solution.
at NBN, and Operations Change Manager, Telstra, joined the
team responsible for scaling the operational infrastructure
Beyond India, global expansion continued with the launch
required to expand globally. Based on our operational strength,
of two regional cities in Victoria, Australia in 4Q21. The
continued performance, growth, and cost savings to our
engagement is ahead of forecasts based on project volumes
partner, we renewed the Asia-Pacific Statement of Work for
and quality scores, with expected growth in 1H22 into two
an additional year to further expand across the region.
additional cities. In FY22, the expansion of Phase II will
continue into 14 additional cities within India with a significant
In FY21, we entered into three strategic additional cities in India,
increase to the overall project volumes handled by our
completing the Phase I expansion for a total of 7 cities. Total
freelancers. Our disruptive engagement and business model
volume for India alone is 660,000 projects per year, and the
is also running in Indonesia (Jakarta) with a current goal of
aim of the activity in India is to win a majority of that volume.
continual expansion across key markets in Asia and Europe.
Project volumes increased 178% in 4Q21 compared to 3Q21.
An instrumental component of the continued growth is the
070
FIG.24
GLOBAL FLEET DASHBOARD FOR FIELD SERVICES ENGAGEMENT
We are now in discussions with the partner for a deeper technology integration to be performed
by our engineering services team which will allow volumes to grow substantially.
NASA and U.S. Government
The NASA Open Innovation Series 2 tender is a
increase in FY22. This is a direct result of investment into
program whereby NASA effectively acts as a centre of
the team’s bid management and operational excellence
excellence for crowdsourcing for the U.S. Government.
capabilities over the course of the year, with majority of
Freelancer is one of 19 joint winners in the bidding for
the wins occurring in 2H21. A seventh order was won
this contract. In 4Q21 the funding for the program was
for a six digit value in FY21 but unfortunately a partner
increased 600%, from US$25 million to $175 million.
jointly working on the bid pulled out after the award.
Freelancer won six task order contracts in FY21 with U.S.
government agencies and we expect the rate of wins to
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
FIG.25
FREELANCER NASA PROGRAM
Freelancer now has task orders or engagements with NASA, the
This work is across a number of high technology areas
U.S. Centers for Disease Control and Prevention, the National
including computational fluid dynamics, electrical engineering,
Institutes of Health, the U.S. Department of Commerce, the U.S.
physics, data science, machine learning, physics, mechanical
Department of Energy, and the U.S. Bureau of Reclamation.
engineering, graphic design, UI/UX design, software engineering,
071
network science, advanced manufacturing, software
development, transcription and information security.
FIG.26
US GOVERNMENT AGENCIES POWERED BY FREELANCER ENTERPRISE
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Two of the six contracts were won in partnership with
established relationship with government agencies and
LMI, a government-focused consultancy with 60 years
years of expertise in navigating the industry makes them a
of experience delivering digital and analytic solutions,
key strategic channel partner for us in FY22 and beyond.
logistics, and management advisory services. LMI’s well-
The full list of task orders won to date since the beginning of the contract term is summarised in the table below:
ID
Sponsor
Skills
Value (AUD)
Task Order Purpose
NOIS2-068
NOIS2-069
NASA Aeronautics Research
Mission Directorate
Graphic Design
$48,100
Seek freelance graphic
illustration and
facilitation expertise.
NASA Aeronautics Research
Mission Directorate
English
Transcription Services
$12,090
Transcribe interview recordings.
NOIS2-031
NASA Langley Research Centre
Physics,
Mechanical Engineering
$130,000
NOIS2-030
Centers for Disease
Control & Prevention
Network Science
$273,000
072
NOIS2-038
NASA Game Changing
Development Program
Machine Learning,
Artificial Intelligence
$130,000
NOIS2-039
Department of Commerce –
International Trade Administration
UI/UX Design,
Software Development
$1,071,200
NOIS2-043
Bureau of Reclamation
Computational
Fluid Dynamics
$663,000
NOIS2-017
National Institute of Child
Health & Human Development
Data Science
$624,431.60
NOIS2-006
Bureau of Reclamation
Electrical Engineering
$474,500
Towards the end of FY21, the first winners for NOIS2 task orders started to be announced.
Develop novel shock
propagation prediction
techniques, helping them
advance shock propagation
prediction past the current 50
year-old empirical methods.
Explore how recent advances
in network science can be
used to more quickly and
accurately identify emerging
health threats, such as
suicide and drug overdose.
Use machine learning and
artificial intelligence to identify
potential risks on active
projects by using historical data
and information available.
Promote cross-border data
flows through the creation of
a data privacy certification
software program.
Optimise and speed up the
sparse matrix linear equations
solver for computational
fluid dynamics models.
Identify factors and interventions
that impact maternal morbidity
and severe maternal morbidity.
Improve the reliability of
hydropower plant generation
by automating safety
equipment testing and
reducing plant downtime.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
NICHD Decoding Maternal Morbidity Data Challenge
which administered the challenge. “A healthy pregnancy and
childbirth should be a given, but sadly, it’s not. Understanding
On December 7th, the winners of the National Institutes
and reducing pregnancy-related complications and deaths – or
of Health’s Decoding Maternal Morbidity Data Challenge
maternal morbidity and mortality – is a high priority for NIH.”
powered by Freelancer.com were announced at the
White House’s Inaugural Maternal Health Day of Action
Seven prizes of $50,000 were awarded for innovation, and
with United States Vice President Kamala Harris.
an additional five prizes of $10,000 were awarded for health
disparities. The following are winning teams/entities /
Twelve prizes totaling US$400,000 were awarded to
individuals; asterisks denote winners of both prize categories:
seven teams who proposed innovative solutions to
identify risk factors in first-time pregnancies.
Columbia University and Hunter College, New York City
On Predicting and Understanding Preeclampsia: a Machine
Learning Approach
Ansaf Salleb-Aouissi, Ph.D., Team Lead (Columbia)
Delfina, San Francisco*
Random Forests for Accurate Prediction of the Risk of
Hypertensive Disorders of Pregnancy at Term
Ali Ebrahim, Ph.D., Team Lead
Emory University, Atlanta*
Social Determinants of Health Phenotype Predicts Unplanned
Cesarean Birth in the Path to Maternal Morbidity Among Healthy
Participants of the NuMoM2be Study
Nicole Carlson, Ph.D., Team Lead
Feng Ya, LLC, Watkinsville, Georgia
A Fair Diagnosis Proposal of Maternal Morbidity with a
Demonstrative Example in Predicting Stillbirths
Yaping Li, Team Lead
073
IBM Data Science and AI Elite, San Francisco*
Outcomes Among Nulliparous Women
Ainesh Pandey, Team Lead
Johnston and Company, LLC, Salt Lake City*
FIG.27
NICHD DECODING MATERIAL MORBIDITY
DATA CHALLENGE
The NICHD Decoding Maternal Morbidity Data Challenge was run
The Relationship Between Marginalizing Behaviors and
for the NIH’s Eunice Kennedy Shriver National Institute of Child
Postpartum Complications for Nulliparous Women Receiving an
Health and Human Development (NICHD). Using computational
Undesired C-section
analysis, data mining, artificial intelligence and other methods,
Britnee Johnston
winning entrants devised ways for analysing the vast store of
participant data from the Nulliparous Pregnancy Outcomes
University of Washington, Seattle*
Study: Monitoring Mothers-to-Be (nuMoM2b), a racially, ethnically
Structural Equation Model Identifies Causal Pathways Between
and geographically diverse sample of people beginning in
Social Determinants of Maternal Health, Biomarkers of Allostatic
the sixth week of pregnancy and continuing through delivery.
Load, and Hypertensive Disorders of Pregnancy among U.S.
NuMoM2b was established in 2010 and has compiled data on
Racial Groups
more than 10,000 pregnant women. The data were collected
Monica Keith, Ph.D., Team Lead
from interviews, questionnaires, clinical measurements, patient
charts and biological specimens. NuMoM2b aims to identify
Freelancer.com is proud to have partnered with NICHD
pregnancy risks for women who have not given birth previously.
and Adiona to run this challenge on our platform.
“Any maternal death is one too many,” said Diana W. Bianchi,
M.D., director of NIH’s Eunice Kennedy Shriver National
Institute of Child Health and Human Development (NICHD),
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
FIG.28
DEMONSTRATION OF THE DELFINA MODEL AT HYPERTENSION.DELFINA.COM
074
Automated Maintenance of Protection Systems (AMPS) Challenge
The AMPS Challenge seeks to automate protection systems testing, eliminate outages necessary to accomplish the testing,
and improve hydropower plant reliability. The AMPS Challenge has two phases – a white paper and a prototype phase.
FIG.29
AMPS CHALLENGE FOR THE U.S. BUREAU OF RECLAMATION
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
In the first phase the field was narrowed to twenty six
Seyed Mohammadhadi Rahavi (Team Lead, Innofoods, Inc.), A.
high quality white papers including detailed designs
Forotan, A. Mozaffarinia (SAPCO), S. Saffar, A. Sarami, H. Ghodsi
in some circumstances up to eighty pages long from
(University of Buffalo)
electrical engineers around the world. In 4Q21, the winners
Intelligent Self-Testing System (ISTS) for Protective Relays
of the first phase were awarded US$10,000 each:
and Automatic Relay Testing Software
Matthew Wolter (Booz Allen Hamilton) and Matthew
Paul (Amazon).
Edge-Processing Observability Platform for
Continuous Hydroelectric Plant Protection
(ARTS) for Protective Relays
José Andrés Quintanilla (European Spallation Source, ESS AB)
Controller for Automated Maintenance of
Protection Systems (CAMPS)
Brett Wilson (UTS) and Professor Jian Guo Zhu
(University of Sydney)
A Revolutionary Technique for Automating Hydroelectric
MultiSequence Inc.
AMPS Submission
Relay Protection Using Artificial Intelligence
Mike Gemmer
A Reliable, Flexible System for Protective
Relay Monitoring and Automation
075
FIG.30
AMPS CONCEPTUAL DESIGN
These finalists now have five months to create a prototype. Each winner will be asked to submit both written and
video submission components. From there, up to five will be selected to ship their prototypes to Colorado where the
U.S. Bureau of Reclamation will test and judge the prototypes and pick the final winner for up to US$100,000.
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Government
Freelancer Enterprise is engaged in strategic partnerships
working with global corporations. Funding for these
with the governments of Saudi Arabia and Egypt. These
initiatives is being provided by both governments which is
strategic initiatives include job creation through the cloud,
generating network effects of demand and uptake from
the building of talent pools of skilled professionals, training
enterprise companies globally. The Enterprise division is also
(including in partnership with Udacity), job placement
working with the governments of Australia and Malaysia.
programs, as well as professional training and opportunities
076
FIG.31
FREELANCER & BAHR (SAUDI ARABIA)
Other Enterprise Activity
In FY21, the Enterprise division has seen a
number of wins. Some highlights include:
and Germany. Freelancer Technical Co-Pilot is also
embedded with this client as part of this partnership.
•
Signing five MSAs with global technology & professional
•
Bidding on a formal, rigorous RFP for a global
services business process outsourcing firms. These
leader with one of the world’s most valuable brands
firms are major players in the traditional skilled
in the FMCG space for their US-based contingent
outsourcing industry, where all are facing challenges
worker program. We have since won this in FY22
in scaling the provision of talent on demand.
with formal paperwork completed by Feb 2022.
•
Expanding a global chemicals company’s usage
•
At the same time, we bid on another formal, rigorous
over 400% from Singapore to India, China, Norway,
RFP for a trillion dollar market capitalisation
technology company to create an agile, elastic
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
business model using freelancers. We have
•
Building a supply chain for parts used in technical
since completed the first step of the onboarding
field services using freelancers disintermediating
process and are moving to completing contractual
traditional supply chain models.
requirements ahead of a formal expected award.
• We completed vendor onboarding with one of the world’s
source and fill for projects requiring data engineers,
largest creative & marketing software companies to engage
user researchers, automation engineers, project
specialist freelancers to augment a key business unit.
managers and performance testers for a key
•
Leveraging our global talent success capabilities to
enterprise client in the global chemicals sector.
•
Freelancer Enterprise was awarded the 'Best
Comprehensive Solution' in the 2021 HR Tech
•
End-to-end project management for a global campaign
Awards by Lighthouse Research & Advisory.
of translation projects into multiple languages, product
Examples of the diversity of applications of our
platform in FY21 included, but were not limited to:
guide writing and blog writing projects for a global
ecommerce company through Technical Co-Pilot.
•
Accessing a pool of freelance video creators to
•
Sourcing experts in computational fluid dynamics
produce high quality video content that matches
for the modelling of river sediment for the U.S.
pre-supplied audio files and scripts, at faster speed
government hydroelectric power authority.
and lower cost to increase volume of direct SMB
commercial radio advertising in the media industry.
•
Supplying freelancer hires in over 90 regions around the
world performing location based mystery shopping tasks.
Photo Anywhere™
Photo Anywhere is an app for ordering photos from anywhere in
processing payments. With over 50 million freelancers one
the world on demand. Available in the Apple App Store and the
can quickly source visual insight from around the world.
Google Play Store, users may use the app to place an order by
entering the location they wish to get photographed, instructions
In addition to releasing an update in 1H22 expanding the
for the photographer, and their payment details. Using the
functionality to other service areas, the Photo Anywhere team
Freelancer API, the app handles posting a project, selecting a
is primarily focused working with the enterprise sales team on
photographer, syncing photographs, proxying messaging and
an engagement with a global technology company which is
working towards producing an RFP for the team to respond to.
077
FIG.32
PHOTO ANYWHERE™
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
ESCROW.COM
Escrow.com has closed an all-time record year with an all-
This closed the financial year with an all-time record GPV
time record quarter. Gross Payment Volume (GPV) in 4Q21
of $1.079 billion up 54.3% (US$808.3m up 65.3% on pcp).
was $365.2 million, up 70.9% on pcp (US$266.33m, up
70.0% on pcp), on par with the payment volume generated
in the entire of the first half (1H21: US$366 million).
078
FIG.33
ESCROW GROSS PAYMENT VOLUME (USD) BY QUARTER SINCE INCEPTION
Revenue for the full year 2021 was $11.3 million, up 37.3%
Customer Growth in New Verticals
on pcp (US$8.5 million, up 48.5% on pcp).
Escrow.com was profitable in FY21 with EBITDA of $1.7 million.
transactions for oil, gas and mineral rights in partnership
In FY21 Escrow.com enabled for the first time fully online
Account Management
with Energy Domain. This transformed a century old
business into the modern online age. Since the launch of
this category, Escrow.com has rapidly grown its presence
A focus of the fourth quarter was expanding account
in the space with additional marketplace integrations
management, improving the customer experience for high value
completing a total of 627 net royalty acres of mineral rights
transactions by adding a dedicated relationship manager with
in 2021. We anticipate further growth in this sector as
expert knowledge in the assets being transacted. This proactive
integrations currently underway advance to production.
allocation of expert support staff contributed improvement
in the funding rate of high value transactions and to hitting
We additionally signed our first private jet charter
an all-time record monthly GPV of $156.9 million, up 150.8%
marketplace. A number of developments are happening
in November 2021 (US$114.9 million, up 152.6% on pcp).
in the automotive space, and we also expanded into
more watch sellers. We also continue to closely work
with eBay to expand the categories that we power.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
UX improvements
Escrow.com’s design team has streamlined the transaction creation on the Escrow.com
website to allow our UX to facilitate faster expansion into more industry verticals.
079
FIG.34
IMPROVED TRANSACTION UX
If a seller does not have a buyer at the time of transaction
These changes build on our new technology stack which
creation, we added a QR code and link that can now be shared,
will enable us to continue optimising the user experience.
providing quick access to the Escrow Pay checkout flow.
So far, we have seen an improvement in transaction agreed
rate through this funnel across all transaction types.
In 4Q21, we also integrated live chat, which allows
customers to instantly contact our customer experience
team from their mobile device and continue the
conversation while away from their desk.
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
My Transactions
The most visited page, while logged in, got a refresh this quarter. This has improved the site performance and the platform experience.
080
FIG.35
MY TRANSACTIONS
Two factor authentication
In 4Q21, Escrow.com expanded account security with a choice of 2 factor authentication (2FA) for all new and existing
users, allowing users to use an authenticator app or mobile device to prevent unauthorised access.
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
FIG.36
2FA CONFIGURATION PAGE
081
Licensing & Compliance
This year we secured our escrow licence in the state of New
Licence #501215 and is licensed as a MSB in Quebec, Canada
York, giving us a total of 53 financial services licences granted or
#904468. A UK Payments Institution licence is in-application with
in-application (Hawaii and the territories are the only US licences
the Financial Crimes Authority. In the fourth quarter we passed
remaining to file). Four U.S. states do not require Escrow.com to
an important milestone with the management of the company
hold licences (Indiana, Massachusetts, Tennessee, Wisconsin).
passing the vetting by Her Majesty’s Royal Customs Service.
Additionally Escrow.com holds an Australian Financial Services
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
FREIGHTLANCER / LOADSHIFT
The freight division experienced a large expansion this year
The combined entity solidified its position as Australia’s largest
with Freightlancer’s May 2021 acquisition of Loadshift,
online freight marketplace, closing with all-time records quarter
Australia’s largest heavy haulage freight marketplace.
on quarter. Collectively, over 83,290 requests for transport
Freightlancer received a $3.7 million investment from Wes
passed through the marketplace in CY2021 (up 18.6% on pcp)
Maas, CEO and founder of Maas Group Holdings (ASX: MGH,
representing 118,660,830 km of freight (up 19.7% pcp), with
market capitalisation $1.3 billion), a diversified industrials
a notional Gross Load Value of approximately $326 million.
group, Tom Cavanagh, CEO & founder of EMS Group
(now a division of ASX:MGH), a specialist in machinery
Several other milestones were achieved this year. An all-
hire, sales, repairs and rebuilds to support underground
time record of freight kilometres posted in a day at 590,024
mining and tunnelling, and others. Startive Ventures, a
km was recorded on October 12, about 1.5x the distance
venture fund focused on global technology and internet
from the Earth to the Moon, beating the previous record
startup opportunities, also participated in the round.
by 32,295 km. On the 13th of September 438 loads were
posted which is an all-time record for daily jobs.
In the last quarter of 2021, Mark McGinley was appointed as
CEO of the freight division. For the last six years Mark was the
CEO of CouriersPlease, an award winning last-mile e-commerce
logistics company. With over 18 years in CouriersPlease, Mark
has brought with him a wealth of knowledge and expertise.
082
FIG.37
GROUP FREIGHT POSTED SINCE INCEPTION (LOADS)
In terms of other key metrics for the year:
•
•
Average load distance: 1,424km / load
Average time to first bid: 18.14 minutes
•
•
•
Average number of bids per job: 4.4
Average freight charge: $2.87 per kilometre
Average load size: $4,023.74
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
FIG.38
GROUP FREIGHT POSTED SINCE INCEPTION (KM)
Freight Categories
The freight moved by the group is diversified but primarily heavy machinery (20.3% mobile, 6.9% stationary) for the mining,
construction and industrial sectors. This is followed by vehicles (cars 18.2%, trucks 9.4%, caravans 5.2%, trailers 6.3%,
boats on trailers 2.9%, and motorcycles 2.2%).
083
FIG.39
FREIGHT CATEGORIES BY TYPE (%)
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Loadshift
Freightlancer
The Loadshift acquisition was formalised in May 2021.
We released a revamped Freightlancer Platform at the end
The team spent 2Q21 taking over the operational,
of the year. The updated site is built on top of the Freelancer
product, and engineering aspects of the business.
enterprise stack which allows the Freightlancer business
to leverage the functionality and tools built over the last
The focus in 3Q21 was squarely on payments. The entire
decade on the Freelancer platform. We have cut down a
payment infrastructure was upgraded to support recurring
huge amount of technical debt by migrating the platform
subscription payments, and a number of on-ramps for new
out of the legacy infrastructure and modernised the site.
subscribers – such as the free trial landing page – were
added to the Loadshift website. An optimised update to the
For the carriers, the site provides an easier and more
homepage was also deployed. The new design provided
intuitive way to search, quote and manage all of their loads
clear call to actions for both sides of the marketplace,
and allows them to access the new and improved reviews
contributing to a 52% increase in new carrier trials in 3Q21.
feature to build their reputation and secure loads for high
quality clients. For shippers, the new site allows a similar
In the fourth quarter, we made each load on the loadboard
intuitive experience to manage their loads on the platform.
available to logged out users, requiring the user to sign up or login
to view the contact details (if they were not already logged in).
Besides the value the migration provides to shippers and
This was a great improvement on the previous funnel whereby a
carriers, the migration also allows the Freightlancer stack to
visitor would be taken to the login screen if they clicked on a job.
share the same codebase with Freelancer stack which will
facilitate continuous improvement of both platforms, speed up
new feature development and increase efficiency of engineering
resources. We are excited about this launch and we plan to
build on this momentum by releasing features such as new
mobile apps and better matchmaking tools to seamlessly
connect shippers and operators over the upcoming cycles.
084
FY22
The focus for FY22 will be to start to convert the
forecast notional Gross Load Value (GLV) of Loadshift
to a marketplace commission model on Freightlancer
consistent with the current Freelancer commissions.
FIG.40
VIEW LOAD
This technical adjustment means that high quality leads
will be encouraged to sign up as they interact with our site.
It also provides us an opportunity to market these jobs
to potential customers through other means along with
adding to our presence on various search engines.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
REVIEW OF FINANCIAL PERFORMANCE
The Company achieved Net Revenue of $57.4 million in FY21
Escrow.com was $46.1 million (down 8.8% on the previous
(down 2.3% on the previous corresponding period), and an
corresponding period). Escrow.com revenue was an all time
all-time record Gross Payment Volume of $1,259.7 million (up
record of $11.3 million (up 37.3% on the previous
41.3% on the previous corresponding period). Revenue excluding
corresponding period).
085
FIG.41
NET REVENUE FOR THE FREELANCER GROUP BY FINANCIAL YEAR
Notes:
1.
Gross Payment Volume (GPV) is calculated as the total payments to Freelancer
or Escrow users for products and services transacted through the Freelancer
or Escrow websites plus Net Revenue. Based on Freelancer’s unaudited
management accounts which have not been subject to an auditor’s review.
2.
3.
Take rate for the Marketplace segment is 3% employer commission and
10% freelancer commission, which has not changed since 2010.
Core Freelancer FY21 GPV of A$180.4m. Escrow FY21 GPV of
US$808.3m, average AUD/USD FX of 0.74890= A$1,079.3m
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
086
FIG.42
GROSS PAYMENT VOLUME (GPV) FOR THE FREELANCER GROUP BY YEAR
The Company’s gross margin of 83.1% in FY21 decreased
Operating NPBT (loss) was $(3.0) million
marginally by 0.2% compared to the previous corresponding
in FY21 (FY20: $(0.7) million)).
period (FY20: 83.3%), but remains within a consistent range
since 2011. The Company’s cost of sales predominantly
Operating expenses were 3.1% higher than the prior
consists of transaction costs that are incurred from the
corresponding period. Payroll costs, which represent 48% of
various gateways relied upon to process user payments, as
operating costs were up by 18% due to increased headcount
well as various provisions taken for credit card chargebacks
and strengthening of the management team. As of 31
and fraud risks. Cost of sales also includes direct labour
December 2021, the company had 465 FTE staff. Marketing
costs incurred in generating enterprise services revenue.
costs decreased by 34% due to a shift of the targeting
strategy for higher ROI. Marketing cost will grow in FY22.
The Company reported an Operating NPAT (loss) of
$(2.3) million in FY21 (FY20: $(0.6) million).
Overall NPAT (loss) was $(2.3) million in FY21, which included
a tax benefit of $0.9 million (FY20: $(0.6) million). The 2H21
NPAT was $(0.6m) as the group trends to profitability.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
Cash Flow and Balance Sheet Strength
Future developments
The Company posted a positive operating cash flow of $2.6
million in FY21 down from (FY20: $7.9 million). Operating cash
excludes $3.5 million (FY20: $2.7 million) of lease payments
associated with office premises, which have been reflected
as finance costs in accordance with AASB 16 Leases.
In future financial years, the Group expects to further its growth
through expansions to other territories organically and by
acquisition, and forming strategic alliances and partnerships.
Trade and other receivables include receivables from various
payment gateways in relation to partially completed transactions
as well as amounts due from enterprise customers.
As at 31 December 2021, the Company held cash and equivalents
of $30.3 million and no net debt, down 11.7% on FY20. During
the period $4m of cash was used for the Loadshift acquisition.
Environmental regulations
The operations of the Group do not involve any activities
that have a marked influence on the environment. As
such, the Directors are not aware of any material issues
affecting the Group or its compliance with the relevant
environment agencies or regulatory authorities.
Escrow ended the year with off balance sheet
cash of $64.7 million. (FY20:$36.2 million)
Dividends paid or recommended
Insurance and indemnification
of Directors and Officers
During the financial year, the Group paid premiums based
on normal commercial terms and conditions to insure all
There have been no dividends paid or provided for the
directors, officers and employees of the Group against the
financial year ended 31 December 2021 (2020: nil).
costs and expenses in defending claims brought against
the individual while performing services for the Group. The
The Company has established a Dividend Reinvestment
premium paid has not been disclosed as it is subject to
Plan (DRP). The full terms and conditions of the DRP are
the confidentiality provisions of the insurance policy.
available on the Company’s website, www.freelancer.com.
087
Significant changes in state of affairs
There have been no significant changes in the
state of affairs for the current financial year.
Subsequent Events
The Company has in place Deeds of Indemnity, Insurance
and Access with each of its current Directors and
such other officers that the Directors determine are
entitled to receive the benefit of an indemnity.
Rounding off of amounts
The Company is an entity to which ASIC Corporations
Instrument 2016/191 applies. Accordingly amounts
As at the date of this report, the Directors are not aware
in the financial report have been rounded off to the
of any circumstance that has arisen since 31 December
nearest thousand dollars, unless otherwise stated.
2021 that has significantly affected, or may significantly
affect the Group’s operations in future financial years, the
results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
FREELANCER LIMITED ANNUAL REPORT2021
DIRECTORS' REPORT
Meetings of Directors
During the financial year six meetings of Directors
The following persons acted as Directors of the
were held. Other matters arising during the year
Company during the financial year, with attendances
were resolved by circular resolutions.
to meetings of Directors as follows:
Director meetings
Audit Committee meetings
Nomination and
Remuneration meetings
Eligible to attend
Attended
Eligible to attend
Attended
Eligible to attend
Attended
R.M. Barrie
S.A. Clausen
D.N.J. Williams
6
6
6
6
6
6
2
2
2
2
2
2
-
-
-
-
-
-
Non-audit services
Details of amounts paid or payable to the auditor for non-
audit services provided during the year by the auditor and
its related parties amounted to $40,000 (2020: $29,000).
Officers of the Company who are
former audit partners of the auditor
There are no officers of the Company who are
former audit partners of Hall Chadwick.
The Directors are satisfied that the provision of non-audit
088
services in the form of tax compliance services during
the year by the auditor (or another person or firm on the
auditors’ behalf) is compatible with the general standard of
independence for auditors imposed by the Corporations Act.
The Directors are of the opinion that the services as disclosed
in Note 21 to the financial statements do not compromise the
external auditor’s independence, based on advice received
from the Audit Committee, for the following reasons:
•
all non-audit services have been reviewed and
approved to ensure that they do not impact the
Auditor’s independence declaration
The auditor’s independence declaration is included
on page 95 and forms part of the Directors’ Report
for the year ended 31 December 2021.
Shares issued under Employee
Share Plan (ESP) or Long Term
Incentive Plan (LTIP)
integrity and objectivity of the auditor; and
No ESP shares or LTIP share options have been
granted to Directors during the financial year. No ESP
•
none of the services undermine the general principles
shares or LTIP share options have been granted to
relating to auditor independence as set out in Code
Directors since the end of the financial year.
of Conduct APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional &
Ethical Standards Board, including reviewing or auditing
the auditors own work, acting in a management or decision
Proceedings on behalf of Company
making capacity for the Company, acting as advocate for
No proceedings have been brought or intervened in on
the Company or jointly sharing economic risks and rewards.
behalf of the Company, nor have any applications for
leave to do so been made in respect of the Company,
under section 237 of the Corporations Act 2001.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
REMUNERATION REPORT
This audited Remuneration Report for the Group which
Non-Executive Director remuneration
forms part of the Directors’ Report for the financial year
ended 31 December 2021, details the nature and amount
Fees and payments to Non-Executive Directors reflect the
of remuneration for each Director and the Executives.
demands which are made of the Directors in fulfilling their
responsibilities. Non-Executive Director fees are reviewed
Key management personnel (KMP) comprise:
annually by the Board. The Constitution of the Company provides
•
•
•
•
R.M. Barrie – Executive Chairman
such remuneration, as determined by the Board, which must not
that the Non-Executive Directors of the Company are entitled to
S.A. Clausen – Non-Executive Director
Company in general meeting. The most recent determination
was at a General Meeting held on 9 October 2013 where the
D.N.J. Williams – Non-Executive Director
shareholders approved an aggregate remuneration of $300,000.
exceed in aggregate the maximum amount determined by the
Annual Non-Executive Directors’ fees currently agreed to be
N.L. Katz – Chief Financial Officer and Company Secretary
paid by the Company are $25,000 (2020:$25,000) to S.A.
Clausen and D.N.J. Williams inclusive of superannuation.
Remuneration policy
Executive and Executive Director remuneration
The performance of the Group depends upon the
Fixed remuneration consists of base remuneration
quality of its directors and executives. The Group
(which is calculated on a total cost basis and includes
recognises the need to attract, motivate and retain
any fringe benefits tax charges related to employee
highly skilled directors and executives.
The Board of Directors, through its Nomination and
benefits, including motor vehicles), as well as
employer contributions to superannuation funds.
089
Remuneration Committee, accepts responsibility for
Executive and Executive Director remuneration
determining and reviewing remuneration arrangements for the
levels are reviewed annually by the Nomination and
Directors and Executives. The Nomination and Remuneration
Remuneration Committee through a process that
Committee assesses the appropriateness of the nature
considers the overall performance of the Group. The
and amount of remuneration of Directors and Executives
Executive Directors are not paid any director fees in
on a periodic basis by reference to relevant employment
addition to their fixed remuneration as Executives.
market conditions, giving due consideration to the overall
profitability and financial resources of the Group, with the
Performance based remuneration
objective of ensuring maximum stakeholder benefit from
the retention of a high-quality Board and executive team.
Performance based remuneration is at the discretion of
the Nomination and Remuneration Committee. These can
take the form of cash bonuses, invitations to participate in
the Company’s Employee Share Plan (ESP) or invitations to
participate in the Company’s Long Term Incentive Plan (LTIP).
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Remuneration of Directors and Executives
Remuneration shown below relates to the period in which the Director or Executive was a member
of key management personnel. Amounts below have either been paid out or accrued in the period.
Short-term benefits
Post employment
benefits
Share based
payments
Total
Directors’
fees
Cash salary
and fees
Other
Superannuation
Shares
Non-Executive Directors
$
Executive Directors
S.A. Clausen
2021
2020
D.N.J. Williams
2021
2020
Executive Directors
R.M. Barrie
2021
2020
Other KMP
N.L. Katz
2021
2020
Total
2021
2020
090
$
-
-
-
-
$
-
-
-
-
569,096
20,148
569,096
17,056
357,314
18,242
317,400
16,420
25,000
25,000
22,884
22,884
-
-
-
-
47,884
47,884
926,410
886,496
38,390
33,476
$
-
-
2,232
2,174
25,904
25,904
27,600
27,600
55,736
55,678
$
-
-
-
-
-
-
$
25,000
25,000
25,116
25,058
615,148
612,056
39,815
46,844
442,971
408,264
39,815
1,108,235
46,844
1,070,378
The remuneration of key management personnel in the years ended 31 December 2021 and 2020 were 100% fixed,
and there is no link between remuneration and the market price of the Company’s shares.
FREELANCER LIMITED ANNUAL REPORT DIRECTORS' REPORT
ESP shares
Details of ESP shares in the Company held directly, indirectly or beneficially,
by KMP, including their related parties, is as follows:
Balance at the
start of the year
Granted
/ issued
Released
from restrictions
Forfeited /
cancelled
Balance at the
end of the year
Balance of unvested
ESP shares
Balance of vested
ESP shares
2021
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
2020
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
-
-
685,539
685,539
-
-
-
-
-
-
-
-
685,539
440,539
-
-
(245,000)
(245,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
440,539
440,539
396,486
396,486
44,053
44,053
-
-
-
-
-
-
685,539
440,539
-
(440,539)
685,539
(440,539)
685,539
501,790
501,790
183,749
183,749
Ordinary share options in subsidiary (Payments Pty Ltd)
091
Details of ordinary shares options in Payments Pty Ltd held directly,
indirectly or beneficially, by KMP, including their related parties, is as follows:
2021
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
2020
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
Balance at the
start of the year
Granted /
issued
Released
from restrictions
Forfeited /
cancelled
Balance at the
end of the year
Balance of
unvested
ESP shares
Balance of vested
ESP shares
-
-
-
-
-
-
-
-
-
10,000,000
10,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000,000
10,000,000
10,000,000
10,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
FREELANCER LIMITED ANNUAL REPORT2021
DIRECTORS' REPORT
Ordinary share capital
Details of ordinary shares in the Company held directly, indirectly or beneficially,
by KMP, including their related parties, is as follows:
2021
Directors
R.M. Barrie1
S.A. Clausen
D.N.J. Williams2
Other KMP
N.L. Katz3
Total
2020
Directors
R.M. Barrie1
S.A. Clausen
D.N.J. Williams2
Other KMP
N.L. Katz3
Total
092
Balance at the
start of the year
Received as part
of remuneration
Purchase
of shares
Sale
of shares
Balance at the
end of the year
195,281,931
160,500,000
10,758,165
350,000
366,890,096
194,696,431
160,350,000
10,758,165
350,000
366,154,596
-
-
-
-
-
-
-
-
-
-
-
-
-
245,000
245,000
585,500
150,000
-
-
735,500
-
-
-
-
-
-
-
-
-
-
195,281,931
160,500,000
10,758,165
595,000
367,135,096
195,281,931
160,500,000
10,758,165
350,000
366,890,096
1 1,279,500 shares as at 31 December 2021 (2020:
1,279,500)are held directly or indirectly by related parties.
2 131,000 shares as at 31 December 2021 (2020:
131,000) are held directly or indirectly by related parties.
3 40,000 shares as at 31 December 2021 (2020: 40,000)
are held directly or indirectly by related parties.
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
Loans to directors and key management personnel
The following loan balances are outstanding at the reporting
not recognised by the Group in its financial statements. The
date in relation to remuneration arrangements with Executive
ESP shares will not be considered issued to participants until
Directors and KMP in respect of fully paid shares and
the corresponding loan has been repaid, at which time there
shares issued under the Employee Share Plan (ESP).
will be an increase in the issued capital and increase in cash.
Further information relating to the ESP is set out in Note 24
As the ESP is considered in substance a share option, the
of the financial statements. Loans provided in respect of fully
ESP shares issued and corresponding loan receivable are
paid shares are recognized in the financial statements.
Directors:
R.M. Barrie
S.A. Clausen
D.N.J. Williams
Other KMP:
N.L. Katz*
Total loans to Directors and KMP
2021
$000
2020
$000
-
-
-
334
334
-
-
-
334
334
*The loans comprise a non-recourse component of $207,053, which is secured by the
corresponding ESP shares in issue to the employee and a full recourse loan of $127,400.
The full recourse loan is unsecured, interest free, repayable within 14 days of termination
of employment or 10 years, whichever is earlier, repayable in part or full by employee
at any time, and an undertaking from the employee that should they dispose of any
Freelancer Limited shares, they will in the first instance use the proceeds from such a
sale to repay some or all of the loan obligation.
093
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTORS' REPORT
Executive service agreements
The employment terms and conditions of Group Executives and KMP are formalised in service agreements.
Position
Key terms of service agreements
Chief Executive
Officer
•
•
•
•
•
Term: unspecified.
Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.
Bonus entitlements: Determined annually by the Nomination and Remuneration
Committee (capped at 50% of the base remuneration).
Termination notice period: 6 months notice or alternatively in Freelancer’s case, payment in lieu of notice.
Restraint of trade period: 12 months.
Other Executives
Other Executives are employed under individual executive services agreements. These establish, amongst other things:
•
•
•
•
Total compensation;
Eligibility to participate in the ESP;
Variable notice and termination provisions of up to 3 months, or by the
Group without notice in the event of serious misconduct; and
Restraint and confidentiality provisions.
Other transactions with KMP or their related parties
094
There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed
above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee,
customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length
dealings with unrelated persons, apart from related party transactions disclosed in Note 25 of the financial statements.
This concludes the Remuneration Report.
The Directors’ Report, incorporating the Remuneration Report,
is signed in accordance with a resolution of the directors made
pursuant to s298(2) of the Corporations Act 2001.
On behalf of the Directors
Matt Barrie
Chairman
22 February 2022
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' DECLARATION
095
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN Liability limited by a scheme approved under Professional Standards Legislation www.hallchadwick.com.au FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF FREELANCER LIMITED In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Freelancer Limited. As the lead audit partner for the audit of the financial report of Freelancer Limited for the year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i)the auditor independence requirements of the Corporations Act 2001 in relationto the audit; and(ii)any applicable code of professional conduct in relation to the audit.Hall Chadwick (NSW) Level 40, 2 Park Street Sydney NSW 2000 SANDEEP KUMAR Partner Date: 22 February 2022 FREELANCER LIMITED ANNUAL REPORT2021 CONSOLIDATED STATEMENT
CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
Revenue
Cost of sales
Gross profit
Other income
Employee expenses
Administrative expenses
Marketing related expenses
Occupancy expenses
Foreign exchange losses
Depreciation and amortisation expenses
Share based payments expense
Finance costs
Loss before income tax
096
Income tax benefit
Loss after tax
Exchange differences on translation of foreign operations
Total comprehensive loss for the year
Loss is attributable to:
Owners of Freelancer Limited
Non-controlling interests
Total comprehensive income for the year is attributable to: per share
Owners of Freelancer Limited
Non-controlling interests
Earnings per share
Basic earnings per share
Diluted earnings per share
Note
5
5
6
6
6
6
6
19
6
7
19
32
32
2021
$000
57,419
(9,689)
47,730
2,155
(25,793)
(11,914)
(7,063)
(305)
(838)
(4,894)
(156)
(2,035)
(3,113)
856
(2,257)
279
(1,978)
2020
$000
58,771
(9,786)
48,985
1,561
(21,797)
(11,557)
(10,709)
(316)
(374)
(4,712)
(192)
(1,751)
(862)
216
(646)
(320)
(966)
(2,257)
(646)
(2,257)
(646)
(1,978)
(966)
(1,978)
Cents
(0.50)
(0.50)
(966)
Cents
(0.14)
(0.14)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
FREELANCER LIMITED ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non Current assets
Trade and other receivables
Plant and equipment
Intangible assets
Right of use assets
Other assets
Deferred tax assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Current tax liabilities
Provisions
Contract liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Provisions
Lease liabilities
Contract liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Non-controlling interests
Total equity
Note
8
9
10
9
11
12
13
10
7
14
13
15
7
16
17
7
16
13
17
18
19
The above statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT
2021
$000
30,316
6,448
2,191
38,955
732
639
34,119
18,753
496
11,633
66,372
2020
$000
34,341
5,593
2,030
41,964
1,003
367
26,457
22,418
517
10,965
61,727
105,327
103,691
41,259
5,709
121
43
2,871
846
50,849
5,605
822
16,082
639
23,148
73,997
31,330
38,779
4,764
(15,887)
3,674
31,330
097
39,166
5,628
286
87
2,417
586
48,170
5,957
758
19,094
547
26,356
74,526
29,165
38,446
4,329
(13,630)
20
29,165
FREELANCER LIMITED ANNUAL REPORT2021
CONSOLIDATED STATEMENT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Attributable to owners of Freelancer Limited
Contributed
Equity
Share Based
Payments
Foreign currency
translation reserve
(Accumulated
losses)
098
Attributable to owners of Freelancer Limited
Contributed
Equity
Share Based
Payments
Foreign currency
translation reserve
(Accumulated
losses)
Balance at 1 January 2020
38,446
Note
$000
Loss for the year
Exchange differences on
translation of foreign operations
Total comprehensive
loss for the year
19
-
Transactions with owners in their capacity as owners:
Share based payments
24
-
-
-
-
Balance at 31 December 2020
38,446
$000
4,711
-
-
-
192
4,903
Balance at 1 January 2021
38,446
Note
$000
Loss for the year
Exchange differences on
translation of foreign operations
Total comprehensive
loss for the year
Transactions with owners in
their capacity as owners:
Share capital contributed by
non-controlling interests
Contributions of equity arising
from repayment of ESP loans
Share based payments
19
-
18
24
-
-
-
-
333
-
Balance at 31 December 2021
38,779
$000
4,903
-
-
-
-
-
156
5,059
Non-
controlling
interests
$000
Total
Equity
$000
(12,984)
20
29,939
$000
(254)
-
(320)
$000
(646)
-
(320)
(646)
-
-
-
-
-
-
(646)
(320)
(966)
192
(574)
(13,630)
20
29,165
Non-
controlling
interests
$000
Total
Equity
$000
$000
(13,630)
20
29,165
(2,257)
-
(2,257)
-
-
-
(2,257)
279
(1,978)
-
-
-
3,654
3,654
-
-
333
156
$000
(574)
-
279
279
-
-
-
(295)
(15,887)
3,674
31,330
The above statement of changes in equity should be read in conjunction with the accompanying notes.
FREELANCER LIMITED ANNUAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Income taxes paid
Net cash inflow from operating activities
Cash flows from investing activities
Payments for plant and equipment
Payments for intangible assets
Net cash (outflow) from investing activities
Cash flows from financing activities
Contributions of equity arising from repayment of ESP loans
Repayment of lease liabilities
Issue of shares in subsidiaries
Proceeds from borrowings
Net cash inflow / (outflow) from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year
CONSOLIDATED STATEMENT
2021
$000
60,990
(56,164)
56
(2,034)
(205)
2,643
(429)
(7,662)
(8,091)
333
(3,479)
3,654
-
508
(4,940)
34,341
915
30,316
2020
$000
58,301
(49,467)
49
(856)
(114)
7,913
(221)
(28)
(249)
-
(2,721)
-
176
(2,545)
5,119
32,014
(2,792)
34,341
099
Note
31
18
8
The above statement of cash flows should be read in conjunction with the accompanying notes.
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
NOTES TO THE FINANCIAL STATEMENT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
Contents of the notes to the
consolidated financial statements
NOTE
CONTENTS
PAGE
NOTE
CONTENTS
01.
Reporting entity
02.
Basis of preparation
03.
Financial risk management
04.
Operating segments
100
05.
Revenue
06.
Expenses
07.
Income tax
08.
Cash and cash equivalents
101
101
102
106
108
109
111
113
10.
Other assets
11.
Plant and equipment
12.
Intangible assets
13.
Leases
14.
Trade and other payables
15.
Borrowings
16.
Provisions
17.
Contract liabilities
115
116
117
119
121
122
122
123
18.
Contributed equity
19.
Equity – reserves
20.
Key management personnel disclosures 125
21.
Remuneration of auditors
22.
Contingent liabilities
23.
Commitments for expenditure
24.
Share based payments
25.
Related party transactions
27.
Business Combinations
28.
Interests in controlled entities
29.
Fair value measurements
PAGE
124
125
126
127
127
128
134
134
135
136
137
30.
Events occurring after the reporting date 137
31.
Reconciliation of loss after tax to net
cash flow from operating activities
32.
Earnings per share (EPS)
137
138
33.
Other significant accounting policies
139
09.
Trade and other receivables
114
26.
Parent entity information
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
CONTENTS OF THE NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
01. Reporting entity
Freelancer Limited (the Company) is a company domiciled in
marketplace for services and providing escrow payment
Australia. The address of the Company’s registered office is
services. The separate financial statements of the parent
Level 37, Grosvenor Place, 225 George Street, Sydney, NSW,
entity, Freelancer Limited, have not been presented within this
2000. The consolidated financial statements of the Company
financial report as permitted by the Corporations Act 2001.
as at and for the year ended 31 December 2021 comprise
the Company and its subsidiaries (together referred to as
The consolidated financial statements were authorised
the Group and individually as Group entities). The Group is a
for issue by the Board on 22 February 2022.
for-profit entity and primarily is involved in operating an online
101
02. Basis of preparation
These general purpose financial statements have been
(d) Critical accounting estimates
prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting
Standards Board and the Corporations Act 2001.
The Directors believe that there are reasonable grounds that the
company is able to pay its debts as and when they fall due. The
Group has a significant cash balance at year end and has projected
a profitable financial year for the period ending 31 December 2022
based on increased revenue and a planned reduction in expenses.
(a) Compliance with International
Financial Reporting Standards
The consolidated financial statements of the Group comply with
International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB).
(b) Historical cost convention
The consolidated financial statements have been prepared on
the historical cost basis unless otherwise stated in the notes.
Except for the cash flow information, the financial statements
have been prepared on an accrual basis, modified, where
applicable, by the measurement at fair value of selected non-
current assets, financial assets and financial liabilities.
(c) Functional and presentation currency
These consolidated financial statements are presented in
Australian dollars, which is the Company’s functional currency.
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements are disclosed in Note 33(g).
(e) Significant accounting policies
The principal accounting policies adopted in the presentation
of these consolidated financial statements are set out in the
relevant notes. The policies have been consistently applied
to all the years presented, unless otherwise stated.
(f) Rounding of amounts
The Company has applied the relief available to it under
ASIC Corporations Instrument 2016/191. Accordingly,
amounts in the financial statements and Directors’
Report have been rounded off to the nearest $1,000.
(g) New Accounting Standards
The Group has not adopted any new or amended Accounting
Standards and Interpretations this year that have had
a material impact on the Group or the Company.
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
(h) Materiality
These consolidated financial statements have included information
that is deemed to be material and relevant to the understanding
of the financial statements. Disclosure may be considered
material and relevant if the dollar amount is significant due to size
or nature, or the information is important to understand the:
•
•
•
Group’s current year results;
impact of significant changes in the Group’s business; or
aspects of the Group’s operations that are
important to future performance.
03. Financial risk management
Financial risk management policies
The Group’s activities expose it to a variety of financial risks:
Risk management is carried out by senior finance executives
market risk (including currency risk), credit risk and liquidity
(Finance) under policies approved by the Board of Directors
risk. The Group’s overall risk management program focuses on
(Board). These policies include identification and analysis of
the unpredictability of financial markets and seeks to minimise
the risk exposure of the Group and appropriate procedures,
potential adverse effects on the financial performance of
controls and risk limits. Finance identifies, evaluates and
the Group. The Group uses different methods to measure
hedges financial risks within the Group’s operating units.
different types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest rate and
other price risks and ageing analysis for credit risk.
The Group holds the following financial instruments:
102
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total financial assets
Financial Liabilities
Trade and other payables
Lease liabilities
Total financial liabilities
Note
8
9
14
13
2021
$000
2020
$000
30,316
7,180
37,496
41,259
21,791
63,050
34,341
6,596
40,937
39,166
24,722
63,888
The carrying value of the assets and liabilities disclosed
Initial recognition and measurement
in the table above closely approximates or equals their
Financial assets and financial liabilities are recognised when
fair value. The carrying amounts of trade receivables and
the entity becomes a party to the contractual provisions
trade and other payables are assumed to approximate
of the instrument. For financial assets, this is equivalent to
their fair values due to their short-term nature.
the date that the Group commits itself to either purchase
or sell the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value
plus transaction costs, except where the instrument is
classified “at fair value through profit or loss”, in which case
transaction costs are expensed to profit or loss immediately.
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
Classification and subsequent measurement
Impairment
Financial instruments are subsequently measured at
At the end of each reporting period, the Group assesses
fair value, amortised cost using the effective interest
whether there is objective evidence that a financial asset
method, or cost. Where available, quoted prices in an
has been impaired. A financial asset (or a group of financial
active market are used to determine fair value. In other
assets) is deemed to be impaired if, and only if, there is
circumstances, valuation techniques are adopted.
objective evidence of impairment as a result of one or more
events (a “loss event”) having occurred, which has an impact
Amortised cost is calculated as the amount at which the
on the estimated future cash flows of the financial asset(s).
financial asset or financial liability is measured at initial
recognition less principal repayments and any reduction for
When the terms of financial assets that would otherwise
impairment, and adjusted for any cumulative amortisation of
have been past due or impaired have been renegotiated,
the difference between that initial amount and the maturity
the Company recognises the impairment for such
amount calculated using the effective interest method.
financial assets by taking into account the original terms
The effective interest method is used to allocate interest
loss events that have occurred are duly considered.
as if the terms have not been renegotiated so that the
income or interest expense over the relevant period and
is equivalent to the rate that exactly discounts estimated
(a) Market risk
Foreign currency risk
The Group operates internationally and is exposed to
foreign exchange risk arising from various currencies.
Foreign exchange risk arises when future commercial
transactions and recognised assets and liabilities
are denominated in a currency that is not the entity’s
functional currency. The risk is measured using
sensitivity analysis and cash flow forecasting.
The Group has not entered into forward foreign exchange
contracts to protect against exchange rate movements.
The Directors are of the view that the cost of hedging
the Group’s short-term foreign exchange exposure
outweighs the risk of adverse currency movements.
103
future cash payments or receipts (including fees, transaction
costs and other premiums or discounts) through the
expected life (or when this cannot be reliably predicted,
the contractual term) of the financial instrument to the net
carrying amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate
an adjustment to the carrying amount with a consequential
recognition of an income or expense item in profit or loss.
The Group does not designate any interests in
subsidiaries, associates or joint venture entities as being
subject to the requirements of Accounting Standards
specifically applicable to financial instruments.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market and are subsequently measured at amortised cost. Gains
or losses are recognised in profit or loss through the amortisation
process and when the financial asset is derecognised.
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial
assets that have fixed maturities and fixed or determinable
payments, and it is the Company’s intention to hold
these investments to maturity. They are subsequently
measured at amortised cost. Gains or losses are
recognised in profit or loss through the amortisation
process and when the financial asset is derecognised.
Financial liabilities
Non-derivative financial liabilities other than financial guarantees
are subsequently measured at amortised cost. Gains or losses
are recognised in profit or loss through the amortisation
process and when the financial liability is derecognised.
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
The Group’s exposure to foreign currency exchange risk at the reporting date, expressed in each currency, was as follows:
2021
Currency exposure:
AUD
USD
NZD
GBP
HKD
SGD
PHP
EUR
CAD
INR
Other
Denominated in:
AUD
000’s
USD
000’s
NZD
000’s
GBP
000’s
HKD
000’s
SGD
000’s
PHP
000’s
EUR
000’s
CAD
000’s
INR
000’s
AUD
000's
Cash
4,073
14,192
Trade receivables
4,330
Other financial assets
1,711
318
239
Payables
(1,258)
(1,448)
161
40
-
-
845
142
29
(14)
1,334
401
10,784
1,067
785
72,541
384
32
681
469
293
22,164
-
-
-
13,617
(5)
(52,738)
-
-
50
(59)
258
(66)
150
525
-
28
User obligations
(2,406)
(17,577)
(233)
(1,224)
(1,240)
(289)
(2,611)
(2,702)
(1,064)
(66,310)
(427)
Net exposure
6,450
(4,276)
(32)
(222)
478
139
(30,267)
(1,166)
5
28,587
276
2020
Currency exposure:
AUD
USD
NZD
GBP
HKD
SGD
PHP
EUR
CAD
INR
Other
Denominated in:
AUD
000’s
USD
000’s
NZD
000’s
GBP
000’s
HKD
000’s
SGD
000’s
PHP
000’s
EUR
000’s
CAD
000’s
INR
000’s
AUD
000's
Cash
4,244
17,525
145
1,261
Trade receivables
1,735
2,232
19
Other financial assets
1,726
97
Payables
(285)
(2,625)
-
-
189
10
(25)
755
291
-
-
457
23,008
23
1,414
-
13,984
13
(3,530)
945
387
-
-
755
68,407
221
27,129
81
283
223
382
-
(88)
(722)
(15)
104
User obligations
(2,406)
(17,413)
(183)
(1,351)
(926)
(285)
(2,626)
(2,816)
(1,076)
(63,562)
(386)
Net exposure
5,014
(184)
(19)
84
120
208
32,250
(1,484)
(180)
31,535
204
The Group had net liabilities of $9,007,000 denominated
The analysis below reflects management’s view of
in foreign currencies as at 31 December 2021 (comprising
possible movements in relevant foreign currencies against
assets of $28,772,000 less liabilities of $37,779,000). The
the Australian dollar in the short term subsequent to
Group had net liabilities of $3,961,000 denominated in
31 December 2021. The table summarises the range of
foreign currencies as at 31 December 2020 (comprising
possible outcomes that would affect the Group’s net profit
assets of $32,613,000 less liabilities of $36,574,000).
and equity as a result of foreign currency movements on
year end foreign denominated assets and liabilities.
The impact of potential movements in exchange rates on the profit or loss is as follows:
AUD to USD
AUD to NZD
AUD to GBP
AUD to HKD
AUD to SGD
AUD to PHP
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
2021
$000
2020
$000
High
280
1
20
(4)
(7)
39
Low
(310)
(2)
(22)
4
7
High
11
1
(7)
(1)
(9)
(43)
(42)
Low
(13)
(1)
8
1
10
46
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
AUD to EUR
AUD to CAD
AUD to INR
Net movement
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
87
1
(25)
392
(96)
(1)
28
(435)
112
5
(27)
43
(124)
(6)
30
(49)
Interest rate risk
(c) Liquidity risk
The Group is not exposed to any significant interest rate risk.
Price risk
The Group is not exposed to significant equities price risk.
Liquidity risk management requires the Group to maintain
sufficient liquid assets (mainly cash and cash equivalents) to be
able to pay debts as and when they become due and payable.
Cash balances
As at 31 December 2021 the Group had $30,316,000 (2020:
$34,341,000) held in bank accounts and online wallets. The
Group’s cash balances are predominantly held in interest bearing
bank accounts. Funds that are excess to short term liquidity
requirements are generally invested in short term deposits.
(b) Credit risk
The Group manages liquidity risk by maintaining
adequate cash reserves by continuously monitoring
actual and forecast cash flows and matching the
maturity profiles of financial assets and liabilities.
Financing arrangements
The Group does not have any borrowing
facilities in place at the reporting date.
Credit risk refers to the risk that a counterparty will default
Maturities of financial assets
on its contractual obligations resulting in financial loss to the
The following table details the Group’s remaining contractual
Group. The maximum exposure to credit risk at the reporting
maturity for its financial instrument liabilities. The table has
date to recognised financial assets is the carrying amount,
been drawn up based on the undiscounted cash flows of
net of any provisions for impairment of those assets, as
financial liabilities based on the earliest date on which the
disclosed in the statement of financial position and notes to the
financial liabilities are required to be paid. The tables include
financial statements. The Group does not hold any collateral.
both interest and principal cash flows disclosed as remaining
105
Credit risk is managed by a risk assessment process for all
their carrying amount in the statement of financial position.
customers, which takes into account past experience.
contractual maturities and therefore these totals may differ from
2021
Non-derivatives
Non-interest bearing
Trade Receivables
2020
Non-derivatives
Non-interest bearing
Trade Receivables
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Note
$000
$000
$000
$000
Remaining
contractual
maturities
$000
2,064
2,064
2,001
2,001
5,139
5,139
918
918
10,122
10,122
1,986
1,986
2,064
2,064
5,362
5,362
2,696
2,696
12,108
12,108
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
Maturities of financial liabilities
The following table details the Group’s remaining contractual
financial liabilities are required to be paid. The tables include
maturity for its financial instrument liabilities. The table has
both interest and principal cash flows disclosed as remaining
been drawn up based on the undiscounted cash flows of
contractual maturities and therefore these totals may differ from
financial liabilities based on the earliest date on which the
their carrying amount in the statement of financial position.
2021
Non-derivatives
Non-interest bearing
Trade Receivables
Lease liabilities
2020
Non-derivatives
Non-interest bearing
Trade Receivables
Lease liabilities
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over 5
years
Note
$000
$000
$000
$000
14
13
14
13
41,259
5,709
46,968
39,166
5,628
44,794
-
4,485
4,485
-
5,519
5,519
-
11,597
11,597
-
13,376
13,376
-
-
-
-
199
199
Remaining
contractual
maturities
$000
41,259
21,791
63,050
39,166
24,722
63,888
106
Trade and other payables are payable as and when they are due. The cash flows in the maturity
analysis above are not expected to occur significantly earlier than disclosed.
04. Operating segments
Operating segments are reported in a manner consistent with
The CODM assess the performance of the operating
the internal reporting provided to the chief operating decision
segments based on a measure of revenue and operating
maker. These include items directly attributable to a segment
EBITDA (earnings before share based payments, interest,
as well as those that can be allocated on a reasonable basis.
tax, depreciation and amortisation). The accounting policies
Unallocated items comprise mainly corporate assets (primarily
adopted for internal reporting to the CODM are consistent
the Company’s headquarters), head office expenses, and
with those adopted in the financial statements.
income tax assets and liabilities. The Board of Directors are
identified as the chief operating decision makers (CODM).
The Group operates predominantly in Australia, where the
majority of online revenues and expenses are incurred. Although
Identification of reportable operating segments
the Group has staff and operations in Philippines, United
The Group is organised into two operating segments: namely
Kingdom, Argentina, the United States and Canada in addition
an online marketplace and online payment services. These
to Australia, these geographic operations are considered,
segments are based on the internal reports that are reviewed
based on internal management reporting and the allocation of
and used by the CODM in assessing performance and in
resources by the Group's CODM, as one geographic segment.
determining the allocation of resources (AASB 8 para. 5(b)).
The information reported to the CODM is at least on a monthly basis.
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
Year end 31 December 2021
Online Marketplace
Online Payments
Total
Segment revenue
Segment revenue
Total segment revenue
Segment result
Segment profit / (loss)
Share based payments
Depreciation and amortisation expenses
Interest paid
Loss before income tax
Income tax benefit
Loss for year
46,099
46,099
2,059
(156)
(4,702)
(1,981)
(4,780)
-
11,320
11,320
1,913
-
(191)
(55)
1,667
-
Segment Assets At 31 December 2021
Online Marketplace
Online Payments
Segment assets
Intergroup eliminations
Deferred tax assets
Intangibles
Total assets
Segment liabilities At 31 December 2021
Segment liabilities
Intergroup eliminations
Deferred tax liabilities
Total liabilities
54,006
(2,673)
-
-
9,641
-
-
-
51,333
9,641
105,327
(65,042)
-
-
(65,042)
(6,022)
2,672
-
(3,350)
(71,064)
107
2,672
(5,605)
(73,997)
57,419
57,419
3,972
(156)
(4,893)
(2,036)
(3,113)
856
(2,257)
Total
63,647
(2,673)
11,633
32,720
Year end 31 December 2020
Online Marketplace
Online Payments
Total
Segment revenue
Segment revenue
Total segment revenue
Segment result
Segment profit / (loss)
Share based payments
Depreciation and amortisation expenses
Interest paid
Loss before income tax
Income tax benefit
Loss for year
50,526
50,526
5,868
(192)
(4,483)
(1,740)
(547)
-
8,244
8,244
(75)
-
(229)
(11)
(315)
-
Segment Assets At 31 December 2021
Online Marketplace
Online Payments
Segment assets
Intergroup eliminations
63,874
(2,973)
6,768
-
58,770
58,770
5,793
(192)
(4,712)
(1,751)
(862)
216
(646)
Total
70,642
(2,973)
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
Deferred tax assets
Intangibles
Total assets
-
-
-
-
60,901
6,768
Segment Assets At 31 December 2021
Online Marketplace
Online Payments
Segment liabilities
Intergroup eliminations
Deferred tax liabilities
Total liabilities
05. Revenue
(67,140)
-
-
(67,140)
(4,402)
2,973
-
(1,429)
10,965
25,057
103,691
Total
(71,542)
2,973
(5,957)
(74,526)
The Company’s net revenues result from transaction and other
services as this is consistent to the pattern of performance
fees generated in its online marketplaces and in providing online
obligation i.e. availability of the open transaction to be executed
escrow services. Revenues are recognised when evidence of
progressively in the future and on the Escrow.com platform
an arrangement exists, the fee is fixed and determinable, no
significant obligation remains and collection of the receivable is
Enterprise Services
reasonably assured. Amounts disclosed as revenue are net of
The enterprise services revenue stream focuses on projects
refunds and amounts collected on behalf of third parties. Where
negotiated with customers to meet their needs on short to
services have not been provided but the Company is obligated to
long-term contracts. Revenue is recognised when milestones
108
provide the services in the future, revenue recognition is deferred.
as determined in the contact are completed. Under AASB
Provision for doubtful accounts and transaction losses are made
15: Revenue from Contracts with Customers, this happens
at the time of revenue recognition based on the Company’s
over time. The Group has an enforceable right to payment for
historical experience. The provision for doubtful accounts and
work completed to date and therefore, revenue is recognised
transaction losses are recorded as charges to cost of sales.
over time. The Group considers the cost-to-cost method an
Revenue is recognised for the major
business activities as follows:
Marketplace services
appropriate measure of progress for the completion of the
performance obligation. The cost-to-cost method is based
on the proportion of costs incurred for work performed
to date relative to the estimated total contract costs.
The Group enters into short-term contracts with customers
A customer is billed for the project services when a certain
for marketplace services. Such contracts are entered into
series of milestones have been achieved. A contract asset is
before the delivery of the service which is paid in advance
recognised for revenue recognised but not yet billed due to
of receipt of the service. The performance obligation is the
the milestone billing arrangement. Once an invoice is issued,
delivery of the service which is recognised by the system
the corresponding contract asset is reclassified to trade
controls. The system does not draw fees from the customer
receivables. A contract liability is recognised if the milestone
until the delivery of the service. Therefore, revenue is
payment exceeds the revenue recognised to date under the
recognised at a point in time upon delivery of the service when
cost-to-cost method. No significant financing components
the system recognizes that the service has completed. No
have been identified in the contracts with customers, as the
rebates or volume discounts are provided to customers.
period between the payment and the recognition of revenue
(cost-to-cost method) is always less than 12 months.
Payment services.
The Group enters into both long-term and short-term
Interest income
contracts with customers for payment services. In respect
Interest revenue is recognised using the effective
of long-term contracts, revenue is recognised over the period
interest rate method, which, for floating rate financial
of the contract. In respect of short-term contracts, revenue
assets, is the rate inherent in the instrument.
is recognised by reference to stage of completion of the
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Government grants
Sublease rent
Government grants are recognised at fair value where there
Sublease rental income of office space is recognised
is reasonable assurance that the grant will be received and
on a straightline basis over the term of the sub-lease.
all grant conditions will be met. Grants relating to expense
The Company recognises the right-of-use asset
items are recognised as income over the periods necessary
resulting from the head lease. Refer to Note 13.
to match the grant to the costs it is compensating.
All revenue is stated net of the amount of goods and
services tax (GST) and Valued Added Tax (VAT). The
timing of revenue recognition is when the products
and services are transferred to customers.
Sales revenue
Marketplace and payment services
Payment services
Enterprise services
Other revenue
Interest income
Sublease rent
Other
Total revenue
06. Expenses
Loss before income tax benefit includes the following specific net losses and expenses:
Employee expenses
Wages and salaries (including superannuation)
Other employment costs
Total employee expenses1
Administrative expenses
Hosting
Subscriptions
Professional fees
2021
$000
43,374
11,320
2,725
57,419
56
1,834
265
2,155
2020
$000
47,742
8,244
2,785
58,771
44
1,375
142
1,561
109
59,574
60,332
2021
$000
23,325
2,648
25,973
6,009
1,324
1,763
2020
$000
20,305
2,030
22,335
6,411
1,237
1,240
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
Insurances
Office Expenses
Other
Total Administrative expenses
Marketing related expenses
Search marketing
Advertising
Other marketing costs
Total marketing related expenses
Depreciation and amortization
Plant and equipment
Right of use assets
Total depreciation and amortisation expenses
Rental expense relating to operating leases
Utilities and other related costs
Total rental expense relating to operating leases
Net foreign exchange losses
Finance costs
Interest expense
110
Interest expense on lease liability
1 Inclusive of employee expenses included in cost of sales
Total employee benefits expenses are inclusive of:
1,013
771
1,034
11,914
5,457
744
862
7,063
267
4,627
4,894
307
307
838
1
2,034
931
710
1,028
11,557
9,019
830
860
10,709
223
4,489
4,712
161
161
374
1
1,750
Short-term obligations
are discounted using market yields on national government
Employee benefits that are expected to be settled within
bonds with terms to maturity that match the expected
12 months have been measured at the amounts expected
timing of cash flows attributable to employee benefits.
to be paid when the liabilities are settled, plus related
on-costs. The liability for annual leave is recognised in
Short-term incentive plans
the provision for employee benefits. All other short-term
The Group recognises a liability and an expense for bonuses
employee benefit obligations are presented as payables.
payable under short term incentive plans. Short term
incentive plans are based on the achievement of targeted
Other long–term employee benefit obligations
performance levels that may be set at the beginning of each
Employee benefits payable later than 12 months have
financial year. The Group recognises a liability to pay out short
been measured at the present value of the estimated
term incentives when contractually obliged based on the
future cash outflows to be made for those benefits. In
achievement of the stated performance levels, or where there
determining the liability, consideration is given to employee
is a past practice that has created a constructive obligation.
wages increases and the probability that the employee
may satisfy any vesting requirements. Those cash flows
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
07. Income tax
The income tax expense or revenue for the period is the
A deferred tax asset is recognised for unused tax losses, tax
tax payable on the current period’s taxable income based
credits and deductible temporary differences, to the extent that
on the applicable tax rate for each jurisdiction adjusted by
it is probable that future taxable profits will be available against
changes in deferred tax assets and liabilities attributable
which they can be utilised. Deferred tax assets are reviewed at
to temporary differences and to unused tax losses.
each reporting date and are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
The current income tax charge is calculated on the basis of
the tax laws enacted or substantively enacted at the end of
In determining the amount of current and deferred tax the
the reporting period in the countries where the Company’s
Group takes into account the impact of uncertain tax positions
subsidiaries operate and generate taxable income. Management
and whether additional taxes and interest may be due. This
periodically evaluates positions taken in tax returns with respect
assessment relies on estimates and assumptions and may
to situations in which applicable tax regulation is subject to
involve a series of judgements about future events. New
interpretation. It establishes provisions where appropriate on
information may become available that causes the Group to
the basis of amounts expected to be paid to the tax authorities.
change its judgement regarding the adequacy of existing tax
liabilities; such changes to tax liabilities will impact the tax
Deferred tax is recognised in respect of temporary differences
expense in the period that such a determination is made.
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for
The Company and its wholly-owned Australian resident
taxation purposes. Deferred tax is not recognised for:
entities are part of a tax consolidated group. As a
•
temporary differences on the initial recognition of assets or
group are taxed as a single entity. The head entity within
liabilities in a transaction that is not a business combination
the tax-consolidated group is Freelancer Limited.
consequence, all members of the tax-consolidated
and that affects neither accounting nor taxable profit or loss.
•
temporary differences related to investments in
subsidiaries, associates and jointly controlled entities to
the extent that the Group is able to control the timing of
the reversal of the temporary differences and it is probable
that they will not reverse in the foreseeable future.
•
taxable temporary differences arising on
the initial recognition of goodwill.
The measurement of deferred tax reflects the tax
consequences that would follow the manner in which the
Group expects, at the end of the reporting period, to recover
or settle the carrying amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets,
and they relate to taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend
to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realised simultaneously.
111
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
(a) Income tax
Current tax
Deferred tax
Income tax (benefit)
Deferred income tax expense included in income tax benefit comprises:
(Increase) in deferred tax assets
(Decrease) / Increase in deferred tax liability
Total deferred income tax
(b) Numerical reconciliation of income tax benefit to prima facie income tax payable
Loss from ordinary activities before income tax expense
Tax at the Australian rate of 30%
Tax effect amounts which are not deductible / (taxable) in calculating taxable income:
R&D tax incentive
Difference in tax rate
Share based payments
(Over) / Under provision in prior years
Timing differences not recognized as deferred tax asset
112
Non Taxable income
Other non-allowable items
Income tax (benefit)
(c) Deferred tax assets
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Employee benefits
Provision for user disputes & refunds
Prepayments
Foreign exchange losses
Provision for impairment of receivables
Audit fees
Lease liabilities
Future benefit of tax losses
Future benefit of foreign tax losses
Total amounts recognised in profit or loss
Net deferred tax assets
Movements:
2021
$000
171
(1,027)
(856)
(661)
(365)
(1,026)
(3,115)
(934)
(11)
(114)
47
(33)
-
5
184
(856)
357
151
(9)
430
1,101
39
6,216
3,000
348
11,633
11,633
2020
$000
134
(350)
(216)
(5,885)
5,535
(350)
(862)
(258)
(11)
(136)
58
52
99
-
(20)
(216)
288
162
(9)
34
1,055
43
6,746
2,370
276
10,965
10,965
Opening balance at beginning of year
10,965
5,129
FREELANCER LIMITED ANNUAL REPORT Credited to the profit or loss statement
Exchange differences
Closing balance at end of year
(d) Deferred tax liabilities
The balance comprises temporary differences attributable to:
Accrued revenue
Foreign exchange gains
Right of use assets
Net deferred tax liabilities
Movements:
Opening balance at beginning of year
(Debited) / Credited to the profit or loss statement
Exchange differences
Closing balance at end of year
(e) Current tax assets
Current tax assets
(f) Current tax liabilities
Current tax liabilities
(g) Franking credits
Franking credits available at the reporting date based on a tax rate of 30%
NOTES TO THE FINANCIAL STATEMENT
661
7
11,633
(181)
(205)
(5,219)
(5,605)
5,957
(365)
13
5,605
-
43
66
5,885
(49)
10,965
-
-
5,957
5,957
443
5,535
(21)
5,957
-
87
66
113
Freelancer Limited and its wholly-owned Australian entities elected to form an income tax consolidated group as of 12 April 2010.
08. Cash and cash equivalents
For cash flow statement presentation purposes, cash and
original maturities of three months or less that are readily
cash equivalents includes cash on hand, deposits held at call
convertible to known amounts of cash and which are subject to
with banks, other short term highly liquid investments with
an insignificant risk of changes in value, and bank overdrafts.
Current
Cash at bank and on hand
Term deposits
Total cash and cash equivalents
2021
$000
27,593
2,723
30,316
2020
$000
31,638
2,703
34,341
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
09. Trade and other receivables
Trade receivables are recognised initially at fair value and
delinquency in payments are considered indicators that the
subsequently measured at amortised cost using the effective
trade receivable is impaired. In addition, the trade receivables
interest method, less provision for impairment. This provision
balances are considered for credit notes that are expected
includes amounts that are not considered to be recoverable
to be raised against individual and collective balances.
from debtors and amounts that are expected to be credited
to debtors. Trade receivables are generally due for settlement
The Group applies the simplified approach to providing for
no more than 30 days from the date of recognition. They
expected credit losses prescribed by AASB 9, which permits the
are presented as current assets unless collection is not
use of the lifetime expected loss provision for all trade receivables.
expected for more than 12 months after the reporting date.
To measure the expected credit losses, trade receivables have
been grouped based on shared credit risk characteristics
Collectability of trade receivables is reviewed on an ongoing
and the days past due. The loss allowance provision as at
basis. A provision for impairment of trade receivables is
31 December 2021 is determined as follows; the expected
established when there is objective evidence that the Group
credit losses also incorporate forward-looking information.
will not be able to collect all amounts due according to
the original terms of the receivables. Significant financial
The "amounts written off" are all due to customers
difficulties of the debtor, probability that the debtor will
declaring bankruptcy, or term receivables that
enter bankruptcy or financial reorganisation, and default or
have now become unrecoverable.
Current
Trade receivables
Payment gateway receivables
114
Less: provisions for impairment of receivables
Current trade receivables net of provisions for impairment
Other receivables
Total current trade and other receivables
Non-Current
Payment gateway receivables
Total trade and other receivables
(a) Provision for impaired trade receivables
Opening balance
(Decrease) / Increase in provisions for impairment during the year
Exchange differences
Closing balance
(b) Ageing of current trade receivables
1 – 30 days
31 – 60 days
61 – 90 days
90+ days
Provision for impairment
Total trade receivables net of provision for impairment
2021
$000
7,672
2,241
(3,669)
6,244
204
6,448
732
7,180
3,518
(53)
204
3,669
4,929
915
491
3,578
(3,669)
6,244
2020
$000
7,125
1,711
(3,518)
5,318
275
5,593
1,003
6,596
3,543
294
(319)
3,518
3,596
891
1,649
2,700
(3,518)
5,318
FREELANCER LIMITED ANNUAL REPORT
(c)
Expected losses
2021
Expected loss rate (% of Aged Receivables)
Gross carrying amount
Loss allowing provision
2020
Expected loss rate
Gross carrying amount
Loss allowing provision
10. Other assets
Current
Prepayments
Other
Total current other assets
Non-current
Security deposits
Total non-current other assets
Total other assets
NOTES TO THE FINANCIAL STATEMENT
1 – 30 days
$000
31 – 60 days
$000
31 – 60 days
$000
90+ days
$000
Total
$000
-
-
-
14%
129
129
30.78%
94.74%
151
151
3,389
3,389
3,669
3,669
1 – 30 days
$000
31 – 60 days
$000
31 – 60 days
$000
90+ days
$000
Total
$000
0.09%
3
3
-
-
-
-
-
-
95.76%
95.86%
2,586
2,586
2,589
2,589
2021
$000
1,996
195
2,191
496
496
2,687
115
2020
$000
1,959
71
2,030
517
517
2,547
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
11. Plant and equipment
Plant and equipment is stated at historical cost less
The carrying amount of plant and equipment is reviewed
depreciation, amortisation and impairment losses.
annually by directors to ensure it is not in excess of the
Historical cost includes expenditure that is directly
recoverable amount from these assets. The recoverable
attributable to the acquisition of the items.
amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have not
been discounted in determining recoverable amounts.
Depreciation of all fixed assets is calculated using the straight-line method to allocate their
cost, net of their residual values, over their estimated useful lives, as follows:
Fixtures and fittings
4 - 5 years
Office and computer equipment
4 - 5 years
Software
3 years
Leasehold improvements
shorter of either the unexpired period of the lease or the estimated useful lives of the improvements
The assets’ residual values and useful lives are reviewed, and
Gains and losses on disposals are determined by
adjusted if appropriate, at the end of each reporting period.
comparing proceeds with the carrying amount. These
gains or losses are recognised in the profit and loss in
An asset’s carrying amount is written down immediately
the period in which they arise. When revalued assets are
to its recoverable amount if the asset’s carrying amount
sold, amounts included in the revaluation surplus relating
116
is greater than its estimated recoverable amount.
to that asset are transferred to retained earnings.
Non-current
Office and computer equipment – at cost
Accumulated depreciation
Carrying value of office and computer equipment
Fixtures and fittings – at cost
Accumulated depreciation
Carrying value of fixtures and fittings
Software – at cost
Accumulated depreciation
Carrying value of software
Leasehold improvements – at cost
Accumulated amortization
Carrying value of leasehold improvements
Total carrying value of plant and equipment
2021
$000
3,109
(2,480)
629
502
(495)
7
2
-
2
451
(450)
1
639
2020
$000
2,566
(2,216)
350
497
(481)
16
-
-
-
451
(450)
1
367
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Reconciliations
Reconciliations of the carrying amount of plant and equipment and leasehold
improvements at the beginning and end of the current financial year are set out below:
Office and
computer
equipment
$000
453
100
-
(202)
351
534
-
(256)
629
Fixtures
and fittings
Software
Leasehold
improvements
$000
28
8
-
(21)
15
3
-
(11)
7
$000
$000
-
-
-
-
-
2
-
-
2
1
-
-
-
1
-
-
-
1
Total
$000
482
108
-
(223)
367
539
-
(267)
639
Balance at 1 January 2020
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2020
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2021
12. Intangible assets
Goodwill
Intellectual Property
Goodwill is initially recorded at the amount by which the
Intellectual property is valued at cost of acquisition. Intellectual
purchase price for a business combination exceeds the fair
property is tested for impairment annually or more frequently
value attributed to the interest in the net fair value of identifiable
if events or changes in circumstances indicate that it might
assets, liabilities and contingent liabilities acquired at date
be impaired, either individually or at the cash generating unit
of acquisition. Goodwill is not amortised. Instead goodwill is
level. Useful lives are also examined on an annual basis and
tested for impairment annually or more frequently if events or
adjustments, where applicable, are made on a prospective basis.
117
changes in circumstances indicate that it might be impaired
and is carried at cost less accumulated impairment losses.
Trademarks
Domain Names
Trademarks are valued at cost of acquisition and are amortised
on a straight-line basis over the period in which the benefits
Domain names are valued at cost of acquisition. Domain
are expected to be realised. Trademarks are tested for
names are tested for impairment annually or more frequently
impairment where an indicator of impairment exists, either
if events or changes in circumstances indicate that it might
individually or at the cash generating unit level. Useful lives
be impaired, either individually or at the cash generating unit
are also examined on an annual basis and adjustments,
level. Useful lives are also examined on an annual basis and
where applicable, are made on a prospective basis.
adjustments, where applicable, are made on a prospective basis.
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
Non Current
Domain names – at cost
Accumulated impairment
Carrying value of domain names
Intellectual property – at cost
Accumulated impairment
Carrying value of intellectual property
Goodwill
Accumulated impairment
Carrying value of goodwill
Total carrying value of intangible assets
Reconciliations
Reconciliations of the carrying amount of intangible assets at the beginning and
end of the current and previous financial year are set out below:
118
Balance at 1 January 2020
Additions
Balance at 31 December 2020
Additions
Balance at 31 December 2021
Domain
names
$000
4,910
-
4,910
Domain
names
$000
-
4,910
Intellectual
property
$000
2,198
-
2,198
Intellectual
property
$000
-
2,198
2021
$000
4,938
(28)
4,910
2,198
-
2,198
27,011
-
27,011
34,119
Goodwill
$000
19,349
-
19,349
Goodwill
$000
7,662
27,011
2020
$000
4,938
(28)
4,910
2,198
-
2,198
19,349
-
19,349
26,457
Total
$000
26,457
-
26,457
Total
$000
7,662
34,119
The Directors have determined the useful life of domain names
The recoverable amount of the Group’s intangible assets
is indefinite and subject to an annual test for impairment
has been determined by a value-in-use calculation using a
of the fair value of the domain names. The Directors have
discounted cash flow model, based on a 12 month projection
assessed the recoverability of domain names, intellectual
period for the Group approved by management and extrapolated
property and goodwill based on value in use calculations.
for a further 5 years with a discounted terminal value.
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
Goodwill and other intangibles are allocated to cash-generating units which are based on the Group’s reporting segments:
Online marketplace
Online payments
Total
2021
$000
22,385
11,734
34,119
2020
$000
14,808
11,649
26,457
The recoverable amount of each cash-generating unit above
rate. The cash flows are discounted based on management’s
is determined based on value-in-use calculations. Value- in-
estimate of the time value of money and the Group’s weighted
use is calculated based on the present value of cash flow
average cost of capital adjusted for the risk free rate and the
projections over a 5 year period with the period extending
volatility of the share price relative to market movements.
beyond 5 years extrapolated using a 2% terminal growth
The following key assumptions were used in the value-in-use calculations:
Online marketplace
Online payments
CAGR
Rate
11%
18%
Discount
Rate
15%
15%
Management has based the value-in-use calculations on
Based on the above, management is satisfied
budgets for each reporting segment. These budgets use
that there are no indicators of impairment to the
historical weighted average growth rates to project revenue.
current carrying value of intangible assets.
119
Costs are calculated taking into account historical gross
margins as well as estimated weighted average inflation
rates over the period, which are consistent with inflation
rates applicable to the locations in which the segments
operate. Discount rates are pre-tax and are adjusted to
incorporate risks associated with a particular segment.
13. Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract
Initially the lease liability is measured at the present value of
contains or is a lease. If there is a lease present, a right-of-
the lease payments still to be paid at the commencement
use asset and a corresponding lease liability are recognised
date. The lease payments are discounted at the interest
by the Group where the Group is a lessee. However, all
rate implicit in the lease. If this rate cannot be readily
contracts that are classified as short-term leases (ie leases
determined, the Group uses the incremental borrowing rate.
with a remaining term of 12 months or less) and leases
of low value assets are recognised as operating expenses
on a straight-line basis over the term of the lease.
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
Lease payments included in the measurement
Right-of-use assets are depreciated over the lease term or
of the lease liability is as follows:
useful life of the underlying asset, whichever is the shortest.
–
–
fixed lease payments less any lease incentives;
Where a lease transfers ownership of the underlying asset
variable lease payments that depend on an
index or rate, initially measured using the
index or rate at the commencement date;
or the cost of the right-of-use asset reflects that the Group
anticipates to exercise a purchase option, the specific asset
is depreciated over the useful life of the underlying asset.
–
the amount expected to be payable by the
lessee under residual value guarantees;
The Group's lease portfolio comprises commercial leases for
office property. As at 31 December 2021 these leases had
–
the exercise price of purchase options, if the lessee
remaining lives ranging from 1 month up to 78 months.
is reasonably certain to exercise the options; and
–
payments of penalties for terminating the
lease, if the lease term reflects the exercise
of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of
the corresponding lease liability, any lease payments made at
or before the commencement day and any initial direct costs.
The subsequent measurement of the right-of-use assets is at
cost less accumulated depreciation and impairment losses.
Options to Extend or Terminate
The options to extend or terminate are contained in several
of the Group’s property leases. These clauses provide the
Group opportunities to manage leases in order to align with
its strategies. All of the extension or termination options
are only exercisable by the Group. The extension options or
termination options which were probable to be exercised have
been included in the calculation of the right-of-use asset.
(i) AASB 16 related amounts recognised in the balance sheet
120
Right of use assets
Leased office property:
Opening balance
Addition to right-of-use asset
Depreciation expense for the year ended
Exchange differences
Net carrying amount
Lease liabilities
Current
Non – current
Total
2021
$000
2020
$000
22,418
953
(4,627)
9
18,753
5,709
16,082
21,791
26,964
(12)
(4,489)
(45)
22,418
5,628
19,094
24,722
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
(ii) 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 (under finance costs)
(iii) AASB 16 related amounts recognised as cash outflows in the statement of cash flow
Interest expense on lease liabilities (under finance costs)
Repayment of lease liabilities
2021
$000
4,627
2,034
2021
$000
2,034
3,478
2020
$000
4,489
1,751
2020
$000
856
1,751
14. Trade and other payables
These amounts represent liabilities for goods and services
payable as and when they are due. Trade and other payables
provided to the Group and amounts outstanding to users
are presented as current liabilities unless payment is
of the Company’s websites at the end of financial year
not due within 12 months from the reporting date.
which are unpaid. The amounts are unsecured and are
121
Current
Trade payables
Sundry payables and accrued expenses
User obligations
Total trade and other payables
2021
$000
2,930
1,612
36,717
41,259
2020
$000
3,172
800
35,194
39,166
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
15. Borrowings
Current
Working capital loan
Payroll protection loan
Total borrowings
2021
$000
121
-
121
2020
$000
121
165
286
The working capital loan has been provided from non-
The payroll protection loan has been provided from the US
controlling shareholders of Freightlancer Holdings Pty Limited
Small Business Administration to support US businesses
to provide working capital funding. The loan is unsecured,
during COVID-19. The loan is unsecured, interest free
interest free and has no fixed date of repayment.
and has no fixed date of repayment. If certain conditions
are met, this loan will be eligible for forgiveness.
16. Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which
it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions
recognised represent the best estimate of the amounts required to settle the obligation at reporting date.
122
A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a
contract are lower than the unavoidable cost of meeting the obligations under the contract. The provision is stated
at the present value of the future net cash outflows expected to be incurred in respect of the contract.
Current
Provision for user disputes and refunds
Employee benefits
Provision for indirect taxes
Provision for penalties*
Total current provisions
Non-current
Make-good provisions
Employee benefits
Total non-current provisions
Total provisions
2021
$000
503
397
1,683
288
2,871
511
311
822
2020
$000
539
1,390
216
272
2,417
431
327
758
3,693
3,175
*At the time of the acquisition of the Escrow.com business in November 2015, it held eight money transmission and/or escrow licences in the US. After the acquisition, the Company
has pursued an aggressive program of applying for money transmission and/or escrow licenses in the remaining states in the US. At 31 December 2021, forty five licences were in
place. As part of this process, regulatory penalties may be payable for unlicensed activity (substantially pre- acquisition). Theprovision represents an estimate of probable penalties.
FREELANCER LIMITED ANNUAL REPORT
Movements
Balance at 1 January 2020
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2020
Balance at 1 January 2021
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2021
Provision for
User Disputes/
Refunds
$000
584
7
-
-
(53)
538
538
-
-
(65)
30
503
NOTES TO THE FINANCIAL STATEMENT
Provision for
Indirect Taxes
Employee
Benefits
Provision for
Penalties
Provision for
Make-good
Total
Provisions
$000
103
802
(654)
-
(35)
216
216
1,744
(1,570)
-
7
397
$000
1,575
683
(259)
(254)
(29)
1,716
1,716
1,223
(678)
(273)
6
1,994
$000
370
-
(14)
(52)
(32)
272
272
-
-
-
16
288
$000
720
-
-
(278)
(11)
431
431
133
(58)
-
5
511
17. Contract liabilities
Refer to Note 5 for the accounting policy on marketplace and payment services
revenue recognition policy. Revenue is recognised when these conditions are met.
Amounts received in advance of delivery for services
Total contract liabilities
Current
Non-current
There were no significant changes in the contract liability balances during the 2021 year.
2021
$000
1,485
1,485
846
639
1,485
$000
3,352
1,492
(927)
(584)
(160)
3,173
3,173
3,100
(2,306)
(338)
64
3,693
2020
$000
1,133
1,133
586
547
1,133
123
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
18. Contributed equity
(a) Share capital
Ordinary shares
Fully paid
Total share capital
(b) Movements in ordinary share capital
Note
2021
Number
2020
Number
18(b)
452,516,636
453,123,619
2021
$000
38,779
38,779
Reconciliation to 31 December 2020
Number of shares
Average price
Balance at 1 January 2020
Issue / (cancellation) of ordinary shares:
Issue of ESP shares 1
Buy-back and cancellation of ESP shares
Contributed equity arising from repayment of ESP loans
Balance at 31 December 2020
452,756,722
1,179,001
(812,104)
-
453,123,619
$0.48
$1.27
-
Reconciliation to 31 December 2021
Number of shares
Average price
Balance at 1 January 2021
124
Issue / (cancellation) of ordinary shares:
Issue of ESP shares1
Buy-back and cancellation of ESP shares
Contributed equity arising from repayment of ESP loans
Balance at 31 December 2021
453,123,619
330,527
(937,510)
-
452,516,636
$0.83
$0.65
-
2020
$000
38,446
38,446
$000
38,446
-
-
-
38,446
$000
38,446
-
-
333
38,779
(c) Ordinary shares
(e) Capital risk management
Ordinary shares have the right to receive dividends as
The Group’s objectives when managing capital are to
declared, and, in the event of winding up the Company, to
safeguard its ability to continue as a going concern, so
participate in the proceeds from the sale of all surplus assets
that it can provide returns to shareholders and benefits
in proportion to the number of and amounts paid up on
for other stakeholders and to maintain an optimum
shares held. Ordinary shares entitle their holder to one vote,
capital structure to reduce the cost of capital.
either in person or by proxy, at a meeting of the Company.
(d) Employee Share Plan (ESP)
Information relating to the ESP, including details of
shares issued under the plan, is set out in Note 24.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets
to reduce debt. The Group would look to raise capital when an
opportunity to invest in a business or company was seen as
value adding relative to the current parent entity’s share price
at the time of the investment. The Group actively pursues
additional investments as part of its growth strategy.
The capital risk management policy remains
unchanged from the 2020 Annual Report.
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
1 As the ESP is considered in substance a share option, the ESP shares issued and corresponding loan receivables are not recognised by the Group in its financial statements.
The loan receivable does not satisfy the “probable future benefits following to the entity” criteria on the basis that the loan is non-recourse. The ESP shares will not be
considered issued to participants until the corresponding loan has been repaid, at which time there will be an increase in the issued capital and increase in cash.
19. Equity – reserves
(a) Movements
Share based payment reserve movements
Balance at the beginning of the period
Share based payment expense
Balance at the end of the period
Foreign currency translation reserve movements
Balance at the beginning of the period
Currency translation differences
arising during the period
Balance at the end of the period
Total reserves
2021
$000
4,903
156
5,059
(574)
279
(295)
4,764
2020
$000
4,711
192
4,903
(254)
(320)
(574)
4,329
125
(b) Nature and purpose of reserves
Share-based payments reserve
This amount represents the value of the ESP share grants
to employees under the Freelancer Employee Share Plan
and other compensation granted in the form of equity.
Foreign currency translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the
financial statements of its overseas subsidiaries.
20. Key management personnel disclosures
(a) Directors
(b) Other key management personnel
The following persons were Directors of Freelancer
The following persons also had the authority and responsibility
Limited during the financial year:
for planning, directing and controlling the major activities of the
Group, directly or indirectly, during the financial year:
Mr Robert Matthew Barrie – Executive Chairman
Mr Darren Nicholas John Williams – Non-Executive Director
Mr Neil Leonard Katz – Chief Financial
Mr Simon Alvin Clausen – Non-Executive Director
Officer and Company Secretary
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
(c) Key management personnel compensation
Short-term employee benefits
Share based employee benefits
Other long-term benefits
Total benefits
2021
$000
1,012
40
56
1,108
2020
$000
968
47
56
1,071
Short-term employee benefits
Share based payments
These amounts include fees and benefits paid to the
These amounts represent the expense related to the participation
Non-Executive Directors as well as all salary, paid
of KMP in equity-settled schemes as measured by the fair
leave benefits, fringe benefits and cash bonuses
value of the options rights and shares granted on grant date.
awarded to Executive Directors and other KMP.
Other long-term benefits
Further information in relation to KMP remuneration
can be found in the Remuneration Report, which
These amounts represent long service leave benefits
is included in the Director’s Report.
accruing during the year, long-term disability
benefits and deferred bonus payments.
21. Remuneration of auditors
126
During the year the following fees were paid for services provided by the auditor
of the parent entity, its related practices and non-related audit firms:
(a) Hall Chadwick
Audit and other assurance services
Audit and review of financial reports
Due diligence services
Taxation services
Tax compliance services, including review of Company income tax returns
Total remuneration of Hall Chadwick
(b) Audit firms other than Hall Chadwick
Audit and other assurance services
Audit and review of financial reports
Taxation services
Tax compliance services, including review of subsidiary income tax returns
Other non-audit services
Accounting services
Total remuneration of audit firms other than Hall Chadwick
2021
$000
2020
$000
127
2
40
169
83
65
6
154
121
2
29
152
81
14
14
109
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
22. Contingent liabilities
Except for the items listed below, there are no other contingent liabilities as at 31 December 2021:
•
a collateral amount of USD450,000 (2020:
•
included in cash is an amount of $2,643,759 on term
•
•
USD450,000) is in place in one of the Group’s PayPal
deposits (31 December 2020: $2,608,000), which is secured
accounts in favour of PayPal Australia Pty Ltd;
against bank guarantees that have been provided to lessors
term deposits of $75,047 (2020: $76,852) are secured
in respect of premises occupied by the Company in Sydney.
for corporate credit card facilities in place;
•
Included in cash is an amount of USD240,000
deposits of $728,308 (2020: $1,003,000) are held by
various credit card processing providers, as security for any
contractual compensation arising under these agreements;
(2020: USD134,000), which is held as a reserve
to satisfy escrow regulatory requirements in
respect of credit card transactions.
23. Commitments for expenditure
Leases in which a significant portion of the risks and rewards
of ownership are not transferred to the Group as lessee are
classified as operating leases. Leases are made up of operating
leases of property. Payments made under operating leases
are accounted for in accordance with AASB 16 Leases and
are brought into account as depreciation on the right of use
asset and interest paid on the corresponding lease liability.
Where the Group acts as lessor in an operating lease
arrangement, rental income from operating leases is
accounted for on a straight-line basis over the period
of the lease. Lease incentives provided are recognised
over the lease term on a straight-line basis.
Less than one year
Between one and five years
More than five years
Total operating service commitments
(b) Other capital commitments
There were no other capital commitments as at 31 December 2021.
(a) Non-cancellable operating services
The Group has entered into a commercial agreement for
web hosting services with an annual fee commitment for 2
years commencing on 1 February 2022. Fees paid under this
agreement are charged to the income statement on a usage
basis over the period of the agreement. This commitment is
fixed in USD. The future minimum fee commitment under this
agreement has been calculated using the spot exchange rate
at 31 December 2021 and may be subject to variation due to
changes in exchange rates. The amounts are as follows:
127
2021
$000
4,893
4,893
-
9,786
2020
$000
3,900
-
-
3,900
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
24. Share based payments
Employee Share Plan
The Group operates an employee share plan. The fair value
is made by the Board, on the basis that ESP shares
of the effective option over the shares granted under the
will be subject to a 4 year vesting period, with:
Company’s Employee Share Plan (ESP) is recognised as an
employee benefit expense with a corresponding increase
–
10% of ESP shares applied for vesting on the date that is
in equity. The fair value is measured at grant date and
the first anniversary of the issue date of the ESP shares;
recognised over the period during which the employees
become unconditionally entitled to the ESP shares.
The fair value at grant date is independently determined using
a Black-Scholes option pricing model that takes into account
the exercise price, the term of the ESP shares, the vesting and
performance criteria, the impact of dilution, the non-tradeable
–
20% of ESP shares applied for vesting on
the date that is the second anniversary of
the issue date of the ESP shares;
–
30% of ESP shares applied for vesting on
the date that is the third anniversary of the
issue date of the ESP shares; and
nature of the ESP share, the share price at grant date and expected
–
40% of ESP shares applied for vesting on
price volatility of the underlying share, the expected dividend yield
the date that is the fourth anniversary of
and the risk-free interest rate for the term of the ESP share.
the issue date of the ESP shares.
The fair value of share grants issued outside of the ESP is
independently determined based on the value of the shares at
grant date less the present value of dividends expected to be
distributed between the grant date and the vesting dates.
During the year ended 31 December 2013, the Company
established a share based payment plan, the Employee Share Plan
128
(ESP) to assist the Company in retaining and attracting current
and future employees by providing them with the opportunity to
own shares in the Company. Resolutions to amend and approve
the ESP were passed at the AGM held
on 17 May 2016.
The key terms of the ESP are as follows:
•
the Board may invite a person who is employed or
engaged by or holds an office with the Group (whether
on a full or part-time basis) and who is declared by the
Board to be eligible to participate in the ESP from time to
time (Eligible Employee) to apply for fully paid ordinary
shares under the plan from time to time (ESP shares);
•
invitations to apply for ESP shares offered to Eligible
Employees subsequent to the Company’s initial public
offering are to be made on the basis of the market price
per share defined as the volume weighted average price
at which the Company’s shares have traded during the 30
days immediately preceding the date of the invitation;
•
invitations to apply for ESP shares under the ESP will
be made on a basis determined by the Board (including
as to the conditionality on the achievement of any
key performance indicators) and notified to Eligible
Employees in the invitation, or if no such determination
•
Eligible Employees who accept an invitation (ESP
Participants) may be offered an interest free loan
from the Company to finance the whole of the
purchase of the ESP shares they are invited to apply
for (ESP Loan). ESP Loans will have a term of 4 years
and become repayable in full on the earlier of:
–
the fourth anniversary of the issue date
of the Employee Offer Shares; and
–
if the ESP Participant ceases to be
an Eligible Employee, either:
›
the date 30 days after the date of
cessation, if the Eligible Employee is a
good leaver (as defined in the ESP); or
›
that date of cessation, if the Eligible Employee
is a bad leaver (as defined in the ESP).
•
if the ESP Participant does not repay the outstanding
ESP Loan, or it notifies the Company that it cannot, then
such number of ESP shares that equal by value (using
the price at which the ESP shares were issued) the
outstanding amount of the ESP Loan will become the
subject of a buy-back notice from the Company which
the ESP Participant must accept. The buy-back of such
number of ESP shares will be considered full and final
satisfaction of the ESP Loan and the Company will not
have any further recourse against the ESP Participant;
•
any dividends received by the ESP Participant whilst the
whole or part of the ESP Loan remains outstanding must be
applied to the repayment of the ESP Loan. In addition,
an ESP Participant may make pre-payments at any time;
•
the maximum number of ESP shares for which invitations
may be issued under the ESP together with the number of
ESP shares still to be issued in respect of already accepted
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
invitations and that have already been issued in response
estate will immediately vest subject to the repayment
to invitations in the previous 5 years (but disregarding
of any outstanding ESP Loan by the curator, executor or
ESP shares that are or were issued following invitations to
nominated beneficiary(ies) (as the case may be) within
non-residents, that did not require a disclosure document
30 days of their appointment (or such longer period as
under the Corporations Act, or that were issued under a
the Company in its discretion may allow). Failing such
disclosure document under the Corporations Act) must
repayment, the Company will buy-back all ESP shares in
not exceed 5% of the total number of ordinary shares on
respect of which there is an outstanding ESP Loan;
issue in the Company at the time the invitations are made;
•
the rules of the ESP and any amendment to the
•
in the event of a corporate reconstruction, the Board will
rules of the ESP must be in accordance with the
adjust, subject to the Listing Rules (if applicable), any one
Listing Rules and the Corporations Act;
or more of the maximum number of Shares that may
be issued under the ESP (if applicable), the subscription
price, the buy-back price and the number of ESP shares
to be vested at any future vesting date (if applicable), as it
deems appropriate so that the benefits conferred on ESP
Participants after a corporate reconstruction are the same
as the benefits enjoyed by the ESP Participants before the
corporate reconstruction. On conferring the benefit of any
corporate reconstruction, any fractional entitlements to
shares will be rounded down to the nearest whole share;
•
if, while the Company’s shares are traded on the
ASX or any other stock exchange, there is any
inconsistency between the terms of the ESP and the
Listing Rules, the Listing Rules will prevail; and
•
the ESP is governed by the laws of the State
of New South Wales, Australia.
The full terms of the ESP are available on the
Company’s website, www.freelancer.com.
•
ESP Participants will continue to have the right to participate
Long Term Incentive Plan
in dividends paid by the Company despite some or all of
their ESP shares not having vested yet or being subject to
an ESP Loan. If an ESP Loan has been made to the ESP
Participant, then any dividend due must first be applied
to reducing any outstanding ESP Loan amount applicable
to the ESP shares on which the dividend is paid;
The Group operates a long term incentive plan through the grant
of equity incentives in the form of Share Rights . The fair value
of the effective option over the equity incentives in the form of
Share Rights granted under the Company’s Long Term Incentive
Plan (LTIP) are recognised as an employee benefit expense with
129
•
ESP shares which have not vested and/or are
a corresponding increase in equity. The fair value is measured
subject to repayment of the ESP Loan will be
at grant date and recognised over the period during which the
restricted (escrowed) from trading;
employees become unconditionally entitled to the Share Rights.
•
the Company may buy-back at the issue
price any ESP shares which:
–
have not vested, or are incapable of vesting at any
time (including as a result of the ESP Participant
failing to meet any key performance indicators on
which vesting of ESP shares is conditional); or
–
remain in escrow and/or are the subject of
an ESP Loan, on the occurrence of:
The fair value at grant date is independently determined
using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the Share
Rights, the vesting and performance criteria, the impact of
dilution, the non-tradeable nature of the Share Rights, the
share price at grant date and expected price volatility of
the underlying share, the expected dividend yield and the
risk-free interest rate for the term of the Share Rights.
›
the ESP Participant ceasing to be an Eligible
During the year ended 31 December 2021, the Company
Employee (unless the Board, in its sole and
established a long term incentive plan, the Long Term Incentive
absolute discretion determines otherwise, subject
Plan (LTIP) to assist the Company in retaining and attracting
to any conditions that it may apply, including the
current and future employees by providing them with the
repayment of any outstanding ESP Loan); or
opportunity to own shares in the Company. Resolutions to
›
the expiration of the term of the ESP Loan.
implement the LTIP was passed at the AGM held on 28 July 2021.
•
any bonus securities issued in relation to ESP shares which
remain unvested or are subject to an ESP Loan which
becomes repayable in full will be the subject of a buy-back
by the Company at the issue price for no consideration;
•
on the death or permanent disability of an ESP Participant,
all ESP shares held by the ESP Participant or their
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
The key terms of the LTIP are as follows:
•
Shares issued under the Plan
•
A Share Right includes (without limitation):
–
Shares that are registered or allocated (as applicable)
–
Performance Rights (i.e. Share Rights
with no exercise price);
in the participant’s name will carry the same voting
and dividend rights as all other Shares from the
date of registration or allocation (as applicable).
–
Options (i.e. Share Rights generally with an
–
Shares issued under the Plan will rank equally with
exercise price equal to the market value of
a Share on the date of grant or such other
all other existing Shares as at the time of issue
in all respects, including with respect to voting
exercise price determined by the Board); and
rights and rights to receive dividends and bonus
–
Premium Priced Options (i.e. Share Rights with
shares and to participate in rights issues.
an exercise price that is greater than the market
–
A participant may only participate in a new issue of
value of a Share on the date of grant).
•
Eligibility and grant of securities – Employees
who are in full-time or permanent part-time
employment of a Group Company who the Board
determines is to receive an offer under the Plan.
•
Offer and Conditions – The Board may, in its absolute
discretion and subject to the Plan, offer eligible
employees the opportunity to participate in the Plan.
•
Vesting – Share Rights may be subject to certain
Performance Criteria or other vesting conditions as
determined by the Board and set out in each participant’s
plan offer letter. Following testing of any relevant
Performance Criteria / vesting conditions, Share Rights
130
that do not vest will lapse (unless otherwise determined
by the Board). Performance Criteria / vesting conditions
can be waived by the Board in its absolute discretion.
•
Exercise and allocation of Share Rights – Upon vesting
of the Share Rights, subject to the Plan, those Share Rights
will become exercisable. Share Rights must be exercised
within the exercise period as advised by the Board. Upon
exercise of Share Rights for the exercise price (if any), the
participant will receive one Share for each Share Right
that is exercised (subject to adjustment in accordance
with the Plan) either by way of the issue of new Shares or
a transfer of Shares acquired on-market or an allocation
of Shares. The corresponding number of Shares will be
delivered and registered, or allocated, in the participant’s
name (as applicable) as soon as practicable after a
participant has exercised their Share Rights and paid the
exercise price (if any) to the Company. Notwithstanding
the above, upon exercise of Share Rights, the Board may
determine, in accordance with the Plan, to instead pay
a cash amount to the participant in respect of a vested
Share Right in lieu of an issue of new Shares. The Board
may, in its discretion, also determine to accept a cashless
exercise of any Share Rights (in accordance with the
Rules), which will involve the number of Shares allocated
to the relevant participant being reduced by such number
of Shares determined by the Board equal to the aggregate
exercise price (if any) in respect of those Share Rights.
Shares or other securities to holders of Shares if Shares
have been allocated to the participant and registered or
allocated (as applicable) in the name of the participant
in accordance with the Plan rules before the record
date for determining entitlements to the issue.
–
Shares allocated to a participant following exercise
of their Share Rights will not be subject to any further
restrictions on dealing, other than to the extent
prohibited by the Freelancer Securities Trading Policy.
•
Cessation of employment – If a participant ceases
their employment with the Group before the end of the
Performance Period, their unvested Share Rights will
ordinarily lapse (unless otherwise determined by the Board).
However, if a participant ceases employment with the Group
due to a ‘Good Leaver Event’ and at least six months of the
Performance Period has elapsed at that time, a pro rata
number of their unvested Share Rights (based on the portion
of the Performance Period that has elapsed as at that time)
will generally be retained and will be tested following the end
of the Performance Period in accordance with the Plan. A
‘Good Leaver Event’ means death, permanent disablement,
retirement, redundancy (as those terms are defined in the
Plan) or such other circumstances that result in a participant
leaving the employment of the Group and that the Board
determines is a Good Leaver Event. The Board retains the
discretion to determine a different treatment of any unvested
Share Rights. If prior to cessation of employment, the
participant held any exercisable Share Rights, then subject
to the Plan rules, the relevant exercise period, in respect of
those Share Rights will end on the earlier of (i) the date that
is three months (or other such period as determined by the
Board) following the date of the participant’s cessation
of employment or the date on which those Share Rights
become vested Share Rights; or (ii) the expiry date.
•
Lapsing of Share Rights – The Board may determine
that some or all of a participant’s Share Rights
(whether vested or unvested) lapse, if a participant:
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
–
commits any act of fraud or defalcation
the number of Share Rights, and/or the number of Shares
or gross misconduct in relation to the
subject to the Share Rights, and/or the exercise price (if
affairs of any Group Company;
– materially breaches their obligations to the
Group Companies, including by failing to
comply with a Group Company’s policies;
–
hedges the value of, or enter into a
derivative arrangement in respect of,
any unvested Share Rights; or
any) of Share Rights, will be reconstructed to the extent
necessary to comply with, and in accordance with, the
ASX Listing Rules applying to a reorganisation of capital
at the time of the reorganisation. If the Company makes
a bonus issue of Shares to existing holders of Shares
(other than an issue of Shares in lieu or in satisfaction
of dividends or by way of dividend reinvestment) and
no Share has been issued in respect of a Share Right
–
purports to dispose of or otherwise deal with (including
before the record date for determining entitlements
by granting any security interest over) their Share
to the bonus issue, then the number of underlying
Rights other than as permitted under the Plan.
Shares over which the Share Right is convertible will be
•
The Plan rules contain other circumstances where
such Share Rights may lapse. In addition, the Board
may determine in the above and other circumstances
that any Shares acquired by (or cash paid to) a
increased by the number of Shares which the participant
would have received if the participant had exercised the
Share Right before the record date for the bonus issue.
No adjustment will be made to the exercise price.
participant following the vesting of Share Rights for
•
Plan Trustee – The Plan may be administered in
the after tax value of the Share Rights at the time
conjunction with an employee share trust, the trustee of
they converted into Shares (or at such other time
which may acquire Shares for the purposes of transfer
determined by the Board) be paid to the Company.
to Participants or to be held for Participants (whether
•
No transfer – Except in respect of the transmission
of a Share Right to a participant's legal representative
upon death or legal incapacity, and unless the
Board determines otherwise, a participant may
not dispose of or otherwise deal with (including by
granting any security interest over) a Share Right.
•
Change of control – If a Change of Control Event
occurs, or the Board determines that such may
occur, the Board has the discretion to determine
that any one or more of the following apply:
–
the Performance Criteria applicable to some or
all unvested Share Rights will be assessed as at
on an unallocated and/or allocated basis). The transfer
of a Share by the trustee of such a trust to a Participant,
or the allocation of a Share in the Participant’s name
which continues to be held by the trustee for that
Participant, will satisfy the obligation of the Company
to allocate a Share to the Participant under the Plan.
•
Other – The Plan will be administered by the Board, which
has broad powers in respect of the Plan including to
exercise discretions, amend the Plan rules or any offer letter
at any time in any manner the Board thinks fit (subject to
prescribed limitations in the Plan rules) and/or to waive any
terms or conditions (including any Performance Criteria
/ vesting conditions) in relation to any Share Rights.
131
a date determined by the Board or are waived;
•
Foreign participants – The Board may adopt amended
rules of the Plan applicable in any jurisdiction under
which Share Rights are offered under the Plan and
the way in which the Plan is operated may be subject
to additional or modified terms, having regard to
any securities, exchange control or taxation laws
or regulations or similar factors that may apply to a
Participant or to any member of the Group in relation to
the Share Rights or any of the provisions of the Plan.
–
the exercise period in respect of some or all
Share Rights that are or become vested Share
Rights (including as a result of the exercise of
the Board’s discretion above) is abridged to end
on a date determined by the Board (subject to
earlier lapse in accordance with the Plan rules);
–
some or all Share Rights are to be replaced by rights to
shares of the new controlling company on substantially
the same terms and subject to substantially the same
conditions as the Share Rights with any appropriate
amendments, including to Performance Criteria;
–
some or all unvested Share Rights lapse
as at a date determined by the Board
•
Reorganisation of Capital and Bonus Issues – In the
event of any reorganisation of the share capital of the
Company (including any sub-division, consolidation,
reduction or return of the share capital of the Company),
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
(a) ESP share grants
Set out below are summaries of ESP shares granted, issued and that have balances or movement during the year under the plan:
Issue
price
Balance at
the start of
the year
Granted /
issued
Released
from
restrictions
Forfeited /
cancelled
Balance at
the end of
the year
Balance of
unvested
ESP shares
Balance of
vested ESP
shares
Grant date
2021
3,158,998
330,527
(635,261)
(937,510)
1,916,754
1,542,072
374,682
4 November 2016
$1.34
100,000
8 December 2017
$0.52
472,771
18 October 2018
$0.53
800,000
12 November 2018
$0.65
100,000
20 February 2019
$0.53
407,226
6 May 2019
$0.65
100,000
19 February 2020
$0.47
640,539
2 March 2020
$0.45
200,000
30 July 2020
$0.53
300,000
11 December 2020
14 April 2021
28 May 2021
Total
2020
132
24 November 2015
7 March 2016
26 April 2016
27 July 2016
$0.52
$0.62
$0.95
$1.76
$1.53
$1.38
38,462
-
-
120,000
210,527
50,000
30,000
50,000
$1.59
440,539
4 November 2016
$1.34
100,000
8 December 2017
$0.52
505,852
2 March 2018
$0.40
15,150
18 October 2018
$0.53
980,000
12 November 2018
$0.65
100,000
20 February 2019
$0.53
407,226
6 May 2019
$0.65
113,334
19 February 2020
2 March 2020
30 July 2020
11 December 2020
$0.47
$0.45
$0.53
$0.52
-
-
-
-
640,539
200,000
300,000
38,462
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(100,000)
(448,461)
(24,310)
-
-
-
-
-
-
(180,000)
(420,000)
200,000
80,000
120,000
-
-
(100,000)
-
-
-
-
407,226
285,059
122,167
(6,800)
(93,200)
-
-
-
-
-
-
-
-
-
-
-
640,539
576,486
64,053
200,000
180,000
20,000
(200,000)
100,000
90,000
10,000
-
-
-
38,462
-
38,462
120,000
120,000
210,527
210,527
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(50,000)
(30,000)
(50,000)
(440,539)
-
-
-
-
-
100,000
-
-
-
-
-
-
-
-
-
100,000
(33,081)
472,771
120,978
351,793
(15,150)
-
-
-
(180,000)
800,000
560,000
240,000
-
-
100,000
70,000
30,000
407,226
366,504
40,722
(13,334)
100,000
90,000
10,000
-
-
-
-
640,539
640,539
200,000
200,000
300,000
300,000
-
-
-
38,462
-
38,462
Total
2,792,101
1,179,001
-
(812,104)
3,158,998
2,348,021
810,977
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
All Eligible Employees who accepted an offer of ESP
the Company has effectively granted the participants an option
shares were given an interest free loan from the
to the ESP shares due to the ESP Loans being non-recourse.
Company to finance the whole of the purchase of the
As such, this arrangement is accounted for under AASB 2.
ESP shares they were invited to apply for (ESP Loan).
The assessed weighted average fair value at grant date
The ESP Loans are provided to participants on a non-recourse
of the effective share options granted during the financial
basis and upon vesting must be repaid in order to remove trading
year is $0.42 per option (2020: $0.19). Options were priced
restrictions on vested ESP shares. The term of the ESP Loan is
using a Black-Scholes option pricing model that takes into
four years; however, participants may forfeit their ESP shares
account the exercise price, the term of the option, the impact
if they do not repay the ESP Loan or leave the Company. As
of dilution, the share price at grant date and expected price
the ESP removes the risk to participants from decreases in the
volatility of the underlying share, the expected dividend yield
share price by limiting the maximum loan amount repayable
and the risk free interest rate for the term of the option.
to the value of the ESP shares disposed and waiving the ESP
The expected price volatility of the Company’s shares is
Loan should the participant forfeit their ESP shares, whilst still
based on the historical volatility of ASX listed companies
allowing participants the rewards of any increase in share price,
considered to be comparable to Freelancer Limited.
(b) LTIP share option grants
Set out below are summaries of LTIP options granted, issued and that have balances or movement during the year under the plan:
Grant date
2021
22 October 2021
21 December 2021
Total
Issue
price
Balance at
the start of
the year
Granted /
issued
Released
from
restrictions
Forfeited /
cancelled
Balance at
the end of
the year
Balance of
unvested
ESP shares
Balance of
vested ESP
shares
$0.72
$0.73
-
-
-
63,889
13,699
77,588
-
-
-
-
-
-
63,889
63,889
13,699
13,699
77,588
77,588
-
-
-
133
The assessed weighted average fair value at grant date of the effective Share Rights granted during the financial year is $0.296 per
option (2020: n/a). Options were priced using a Black-Scholes option pricing model that takes into account the exercise price, the
term of the Share Rights, the impact of dilution, the share price at grant date and expected price volatility of the underlying share,
the expected dividend yield and the risk free interest rate for the term of the option. The expected price volatility of the Company’s
shares is based on the historical volatility of ASX listed companies considered to be comparable to Freelancer Limited.
(c) LTIP share option grants in subsidiary (Payments Pty Ltd)
Set out below are summaries of LTIP options granted, issued and that have balances or movement during the year under the plan:
Issue
price
Balance at
the start of
the year
Granted /
issued
Released
from
restrictions
Forfeited /
cancelled
Balance at
the end of
the year
Balance of
unvested
ESP shares
Balance of
vested ESP
shares
Grant date
2021
16 November 2021
$0.0576
Total
-
-
15,000,000
15,000,000
-
-
-
-
15,000,000
15,000,000
15,000,000
15,000,000
-
-
The assessed weighted average fair value at grant date of the
share, the expected dividend yield and the risk free interest rate
effective Share Rights granted during the financial year is $0.0309
for the term of the option. The expected price volatility of the
per option (2020: n/a). Options were priced using a Black-Scholes
subsidiary’s shares is based on the historical volatility of ASX listed
option pricing model that takes into account the exercise price,
companies considered to be comparable to Payments Pty Ltd.
the term of the Share Rights, the impact of dilution, the market
price at grant date and expected price volatility of the underlying
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
25. Related party transactions
(a) Parent entity
(d) Transactions with related parties
Freelancer Limited is the parent entity
and ultimate controlling entity.
(b)
Interests in controlled entities
Interests in subsidiaries are set out in Note 28.
(c) Transactions with key management personnel
Disclosures relating to key management personnel are
set out in Note 20 and the Remuneration Report.
Receivable from and payable to related parties
There were no receivables from or payable to
related parties at reporting date in relation to
transactions with related parties detailed above.
Loans to / from related parties
There were no loans to or from related
parties at the reporting date.
Terms and conditions
All transactions were made on normal commercial
terms and conditions and at market rates.
26. Parent entity information
The financial information for the parent entity, Freelancer
Freelancer Limited (as the head entity) and its wholly-owned
Limited has been prepared on the same basis as the
Australian entities (as members of the Freelancer income
consolidated financial statements, except as set out below.
tax consolidated group) account for their own current and
Investments in subsidiaries
deferred tax amounts. These tax amounts are measured
as if each entity in the income tax consolidated group
134
Investments in subsidiaries are accounted for at cost
continues to be a standalone taxpayer in its own right.
in the financial statements of Freelancer Limited.
Investments in subsidiaries are tested for impairment
In addition to its own current and deferred tax amounts,
whenever changes in events or circumstances indicate
Freelancer Limited also recognises the current tax
that the carrying amount may not be recoverable.
liabilities (or assets) assumed from its wholly-owned
entities in the income tax consolidated group.
Income tax consolidation legislation
Freelancer Limited and its wholly-owned Australian entities
Set out below is the supplementary
have elected to form an income tax consolidated group.
information about the parent entity.
Statement of comprehensive income
Loss after tax
Total comprehensive loss
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
2021
$000
35
35
9,814
31,958
41,772
5,198
5,198
2020
$000
(861)
(861)
9,244
32,713
41,957
5,895
5,895
36,574
36,062
FREELANCER LIMITED ANNUAL REPORT Contributed equity
Reserves
Accumulated losses
Total equity
NOTES TO THE FINANCIAL STATEMENT
38,780
5,047
(7,253)
36,574
38,446
4,904
(7,288)
36,062
Contingent liabilities
Significant accounting policies
The parent entity had no contingent liabilities at
The accounting policies of the parent entity are consistent
31 December 2021 and 31 December 2020.
with those of the Group, except for investments in subsidiaries
which are accounted for at cost, less any impairment.
Capital commitments
The parent entity had no capital commitments as
at 31 December 2021 and 31 December 2020.
27. Business Combinations
Business combinations occur where an acquirer
comprehensive income. The acquisition of a business may result
obtains control over one or more businesses.
in the recognition of goodwill or a gain from a bargain purchase.
A business combination is accounted for by applying the
(a) Acquisition of Loadshift business
acquisition method, unless it is a combination involving
entities or businesses under common control. The business
combination will be accounted for from the date that control
is attained, whereby the fair value of the identifiable assets
acquired and liabilities (including contingent liabilities) assumed
is recognised (subject to certain limited exceptions).
When measuring the consideration transferred in the business
combination, any asset or liability resulting from a contingent
consideration arrangement is also included. Subsequent to initial
recognition, contingent consideration classified as equity is not
remeasured and its subsequent settlement is accounted for
within equity. Contingent consideration classified as an asset
or liability is remeasured each reporting period to fair value,
recognising any change to fair value in profit or loss, unless the
change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to the business
combination are expensed to the statement of profit or loss and
On 7 May 2021, the Group entered into a business and asset
sale and purchase agreement to acquire the business of
loadshift.com for a total purchase price was $7.67 million. The
Group assumed control of the business on 24th May 2021.
Loadshift.com is a provider of a subscription based freight
classified services. Loadshift.com contributed revenues of $0.6
million for the period 24th May 2021 to 31 December 2021.
135
The Group has determined it impracticable to disclose the
revenue and net profit/loss included in the consolidated
statement of profit or loss and other comprehensive income had
the acquisition of the business of Loadshift.com occurred at
the beginning of the reporting period. The Group has assessed
that an objective determination of the revenue and net profit
since the beginning of the reporting period was not able to
be made due to the integrated nature of the Group’s website
operations and as such disclosure has not been made.
Purchase consideration:
Cash
Fair value of net identifiable assets acquired:
Goodwill on acquisition
Total purchase consideration
A$000
7,662
7,662
7,662
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
28. Interests in controlled entities
The consolidated financial statements incorporate the assets, liabilities and results
of the following subsidiaries in accordance with the accounting policy described in Note 33:
Name of entity
Subsidiaries of Freelancer Limited:
Freelancer International Pty Ltd
Freelancer Technology Pty Ltd
Freelancer India Pty Ltd
Warrior Forum Pty Ltd
Warrior Technology Pty Ltd
Payments Pty Ltd
Payments International Pty Ltd
Payments Australia Pty Ltd
Payments IP Pty Ltd
StartCon Pty Ltd
Freightlancer Holdings Pty Ltd **
Freightlancer Technology Pty Ltd **
Freightlancer Pty Ltd **
Photo Anywhere Holdings Pty Ltd ***
136
Photo Anywhere Pty Ltd ***
Photo Anywhere Technology Pty Ltd ***
Freelancer Networks (Canada), Inc.
Freelancer Outsourcing, Inc.
Canadian Payments, Inc.
Freelancer.com Pte Limited
Freelancer International GmbH
Freemarket (Switzerland) GmbH
Freelancer Online India Private Limited
Freelancer.com Philippines, Inc.
Freelancer Outsourcing UK Limited
Internet Escrow Services UK Limited
Freelancer (Shanghai) Information Technology Co., Ltd.
Westmor Management, Inc. *
Escrow.com, Inc. *
EC Services Corporation*
IES International, Inc. *
Internet Escrow Services, Inc. *
Freightlancer, Inc. **
* Escrow.com group
** Freightlancer group
*** Incorporated in 2021
Country of
Incorporation
Percentage Owned (%)
2021
Percentage Owned (%)
2020
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Canada
Canada
Canada
Singapore
Switzerland
Switzerland
India
Philippines
United Kingdom
United Kingdom
China
United States
United States
United States
United States
United States
United States
100
100
100
100
100
100
100
100
100
100
53
53
53
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
100
100
100
100
100
100
100
100
55
55
55
-
-
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
29. Fair value measurements
All assets and liabilities are recorded at their fair value.
30. Events occurring after the reporting date
There are no other matters or circumstances that
have arisen since 31 December 2021 that have
significantly affected, or may significantly affect:
•
•
•
the aggregated entity’s operations in
the future financial years, or
the results of those operations in future financial years, or
the aggregated entity’s state of affairs
in the future financial affairs.
31. Reconciliation of loss after tax to net cash flow from operating activities
Loss for the year
Non-cash items in operating loss:
Depreciation and amortisation
Share based payments expense
Net exchange differences
Changes in operating assets and liabilities:
(Increase) in trade and other receivables
(Increase) in deferred tax assets
Decrease / (Increase) in other assets
Increase in trade and other creditors
(Decrease) / Increase in provision for income tax
(Decrease) / Increase in deferred tax liabilities
Increase in provisions for employee benefits
Increase / (Decrease) in other provisions
Net cash inflow from operating activities
Non cash information
During the period, the group recognised $2.03 million of interest
charge relating to rent free period under AASB 16: Leases.
2021
$000
(2,257)
4,894
156
1,313
(1,007)
(697)
11
188
(39)
(356)
277
160
2,643
137
2020
$000
(646)
4,712
192
(1,439)
(501)
(5,794)
(647)
6,355
28
5,540
142
(29)
7,913
FREELANCER LIMITED ANNUAL REPORT2021
NOTES TO THE FINANCIAL STATEMENT
32. Earnings per share (EPS)
Basic earnings per share
Diluted earnings per share
Basic earnings per share is calculated by dividing:
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account:
•
•
the profit attributable to owners of the Company, excluding
any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for
•
•
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
bonus elements in ordinary shares issued during
to have been issued for no consideration in
the year and excluding treasury shares.
relation to dilutive potential ordinary shares.
(a) Basic earnings per share
From operations attributable to the ordinary equity of the Company
Total basic earnings per share attributable to the ordinary equity holders of the Company
(b) Diluted earnings per share
From operations attributable to the ordinary equity of the Company
Total basic earnings per share attributable to the ordinary equity holders of the Company
(c) Reconciliation of earnings used in calculating earnings per share
Basic earnings per share:
138
Loss from continuing operations
Diluted earnings per share:
Loss attributable to the ordinary equity holders of the Company
2021
Cents
(0.50)
(0.50)
(0.50)
(0.50)
$000
2020
Cents
(0.14)
(0.14)
(0.14)
(0.14)
$000
(2,257)
(646)
(2,257)
2021
Shares
(646)
2020
Shares
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in calculating basic earnings per share
450,166,182
449,964,621
Adjustments for calculation of ordinary shares used in calculating diluted earnings per share:
ESP shares
Share grants
2,875,150
3,005,447
-
Weighted average number of ordinary shares used in calculating diluted earnings per share
453,041,332
452,970,068
(b)
Information on the classification of securities
ESP shares and share grants
ESP shares granted to employees under the ESP and shares
which they are dilutive. The ESP shares and share grants have
granted to employees outside of the ESP are considered to
not been included in the determination of basic earnings per
be potential ordinary shares and have been included in the
share. Details relating to the ESP shares are set out in Note 24.
determination of diluted earnings per share to the extent to
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
33. Other significant accounting policies
(a) Principles of consolidation
The consolidated financial statements incorporate all of
Cash flows are presented in the cash flow statement
the assets, liabilities and results of Freelancer Limited and
on a gross basis. The GST and VAT components of
all subsidiaries. Subsidiaries are all entities over which
cash flows arising from investing or financing activities
the Group has control. The Group controls an entity when
which are recoverable from, or payable to, the taxation
it is exposed to, or has rights to, variable returns from its
authority are presented as operating cash flows included
involvement with the entity and has the ability to affect
in receipts from customers or payments to suppliers.
those returns through its power to direct the activities of
the entity. A list of the subsidiaries is provided in Note 28.
Commitments and contingencies are disclosed net
of the amount of GST and VAT recoverable from,
The assets, liabilities and results of all subsidiaries are fully
or payable to, the relevant taxation authority.
consolidated into the financial statements of the Group
from the date on which control is obtained by the Group.
(c) Research & development
The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions,
balances and unrealised gains or losses on transactions
between group entities are fully eliminated on consolidation.
Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity
of the accounting policies adopted by the Group.
Costs relating to research and development of new software
products are expensed as incurred until technological feasibility
in the form of a working model has been established. At such
time costs may be capitalised, subject to recoverability. Software
development costs incurred subsequent to the establishment of
technological feasibility have not been significant, and the Group
has not capitalised any software development costs to date.
Equity interests in a subsidiary not attributable, directly or
indirectly, to the Group are presented as “non-controlling
interests”. The Group initially recognises non-controlling
interests that are present ownership interests in subsidiaries
and are entitled to a proportionate share of the subsidiary’s net
assets on liquidation at either fair value or at the non-controlling
interests’ proportionate share of the subsidiary’s net assets.
Subsequent to initial recognition, non-controlling interests are
attributed their share of profit or loss and each component of
other comprehensive income. Non-controlling interests are
shown separately within the equity section of the statement of
financial position and statement of comprehensive income.
(b) Goods and Services Tax (GST)
and Valued Added Tax (VAT)
Revenues, expenses and assets are recognised net of the
amount of associated GST and VAT, except where the amount
of GST and VAT incurred is not recoverable from the relevant
taxation authority. In these circumstances, the GST and VAT is
recognised as part of the cost of acquisition of the asset or as
part of an item of the expense. Receivables and payables are
stated inclusive of the amount of GST and VAT receivable or
payable. The net amount of GST and VAT recoverable from, or
payable to, the relevant taxation authority is included with other
receivables or payables in the statement of financial position.
(d) Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each of the Group entities is
measured using the currency of the primary economic
environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars, which
is the parent entity’s functional and presentation currency.
139
Transactions and balances
Foreign currency transactions are translated into functional
currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are
translated at the period-end exchange rate. Non-monetary
items measured at historical cost continue to be carried
at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the
exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary
items are recognised in the profit or loss, except where deferred
in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-
monetary items are recognised directly in other comprehensive
income to the extent that the underlying gain or loss is
recognised in other comprehensive income; otherwise
the exchange difference is recognised in profit or loss.
FREELANCER LIMITED ANNUAL REPORT2021 NOTES TO THE FINANCIAL STATEMENT
Group companies
(g) Critical accounting estimates and judgments
The financial results and position of foreign operations
whose functional currency is different from the Group’s
presentation currency is translated as follows:
•
•
•
Assets and liabilities are translated at period end
exchange rates prevailing at that reporting date.
Income and expenses are translated at
average exchange rates for the period.
Retained earnings are translated at the exchange
rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign
operations with functional currencies other than Australian
dollars are recognised in other comprehensive income
and included in the foreign currency translation reserve
in the statement of financial position. The cumulative
amount of these differences is reclassified into profit or
loss in the period in which the operation is disposed of.
(e)
Impairment of assets
At the end of each reporting date, the Group reviews the carrying
values of its tangible and intangible assets to determine whether
there is any indication that those assets have been impaired.
If such an indication exists, the recoverable amount of the
asset, being the higher of the asset’s fair value less costs to
sell and value in use, is compared to the asset’s carrying value.
Any excess of the asset's carrying value over its recoverable
amount is recognised immediately in the profit or loss.
140
Impairment testing is performed annually for goodwill
and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount
of an individual asset, the Group estimates the recoverable
amount of the cash generating unit to which the asset belongs.
(f) Comparative figures
The directors evaluate estimates and judgements incorporated
into the financial report 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. The resulting accounting estimates
will, by definition, seldom equal the related actual results. The
estimates and judgements that have a significant risk of causing
a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Business Combinations
Following the guidance in AASB 3: Business Combinations,
the Group has made assumptions and estimates to determine
the purchase price of businesses acquired as well as its
allocation to acquired assets and liabilities. To do so, the
Group is required to determine at the acquisition date fair
value of the identifiable net assets acquired, including
intangible assets such as brand, customer relationships and
liabilities assumed. Goodwill is measured as the excess of
the fair value of the consideration transferred including the
recognised amount of any non-controlling interest over the net
recognised amount of the identifiable assets and liabilities.
The assumptions and estimates made by the Group have
an impact on the asset and liability amounts recorded in
the financial statements. In addition, the estimated useful
lives of the acquired amortisable assets, the identification
of intangible assets and the determination of the indefinite
or finite useful lives of intangible assets acquired will
have an impact on the Group’s future profit or loss.
Impairment of intangible assets
The Group assesses impairment at each reporting date by
evaluating conditions specific to the group that may lead to
impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined. Value-in-use
calculations performed in assessing recoverable amounts
When required by Accounting Standards, comparative
incorporate a number of key estimates. During the year ended
figures have been adjusted to conform to changes
31 December 2021, no impairment has been recognised in
in presentation for the current financial year.
respect of intangible assets. The Group assessed recoverability
of goodwill based on the present value of cash flow projections
Where the Group has retrospectively applied an
over a 6 year period. Should any of the intangible assets
accounting policy, made a retrospective restatement or
fail to perform, an impairment loss would be recognised
reclassified items in its financial statements, an additional
up to the maximum carrying value of intangible assets at
statement of financial position as at the beginning of
31 December 2021 of $34,119,000 (2020: $26,457,000).
the earliest comparative period will be disclosed.
Provisions for doubtful accounts and transaction losses
Provision is made in respect of the Group’s best
estimate of doubtful accounts and transaction
losses based on historical experience.
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Share based payments
Deferred tax assets
The Group measures the cost of equity settled transactions
Deferred tax assets are recognised for deductible temporary
with employees by reference to the fair value of the equity
differences and unused tax losses as management considers
instruments at the date at which they are granted. The fair
that it is probable that future taxable profits will be available
value is determined with the assistance of an external valuation
to utilise those temporary differences and unused tax losses.
with the assumptions detailed in Note 24. The accounting
Significant management judgement is required to determine the
estimates and assumptions relating to equity settled share
amount of deferred tax assets that can be recognised, based
based payments would have no impact on the carrying
upon the likely timing and the level of future taxable profits.
amounts of assets and liabilities within the next annual
reporting period but may impact expenses and equity.
Trust assets and liabilities
The Group’s Online Payments segment, namely the business
Lease term of contracts with renewal options
of Escrow.com, is a regulated entity that holds funds on
The Group determines the lease term as the non-cancellable
behalf of its users in trust bank accounts. At 31 December
term of the lease, together with any periods covered by an option
2021 the cash balance in trust amounted to A$64,681,451
to extend the lease if it is reasonably certain to be exercised, or
(2020: A$36,181,757), which has a corresponding
any periods covered by an option to terminate the lease, if it is
liability of the same amount owing to its users.
reasonably certain not to be exercised. After initial recognition,
the Group reassesses the lease term if there is a significant event
The Group has determined that trust cash is not a resource
or change in circumstances that is within its control and affects
controlled by the Group, nor does the Group derive any
its ability to exercise (or not to exercise) the option to renew.
economic benefit from these user funds, and therefore the
Income taxes
Group does not have the risks and rewards of ownership
of the funds. Consequently, trust assets are not recognised
The Group is subject to income taxes in Australia and
as an asset in the Group’s financial statements, and
jurisdictions where it has foreign operations. Judgment is
neither is the corresponding trust liability recognised
required in determining the worldwide provision for income
as a liability in the Group’s financial statements.
taxes. There are transactions and calculations undertaken
during the ordinary course of business for which the ultimate
(h) Changes in accounting policies
tax determination is uncertain. The Group estimates its
tax liabilities based on the Group’s understanding of the
tax law. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such
differences will impact the current and deferred tax provisions
in the period in which such determination is made.
The accounting policies applied by the Group in this
consolidated financial report are the same as those
applied by the Group in its consolidated financial
report for the year ended 31 December 2021.
141
FREELANCER LIMITED ANNUAL REPORT2021 DIRECTOR'S DECLARATION
DIRECTORS' DECLARATION
In the Directors’ opinion:
(a)
the Financial Statements and notes of the consolidated entity set out on pages
96 to 141 are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the consolidated entity’s financial
position as at 31 December 2021 and of its performance
for the financial year ended on that date; and
(ii)
complying with Australian Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
(b) Note 2(a) confirms that the Financial Statements also comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board;
142
(c)
there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they become due and payable; and
(d)
the Directors have been given the declarations by the Chief Executive Officer
and Chief Financial Officer required by section 295A of the Corporations
Act 2001 for the financial year ending 31 December 2021.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the directors
Matt Barrie
Chairman
22 February 2022
FREELANCER LIMITED ANNUAL REPORT
143
FREELANCER LIMITED ANNUAL REPORT2021 INDEPENDENT AUDITOR'S REPORT
INDEPENDENT AUDITOR'S REPORT
FREELANCER LIMITED
ABN 66 141 959 042
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FREELANCER LIMITED AND CONTROLLED ENTITES
Opinion
We have audited the accompanying financial report of Freelancer Limited (the Group), which
comprises the consolidated statement of financial position as at 31 December 2021, the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity, the consolidated statement of cash flows for the year ended
and notes comprising a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion:
(a) the accompanying financial report of the Consolidated Entity is in accordance with
the Corporations Act 2001, including:
i.
giving a true and fair view of the Consolidated Entity’s financial position as
at 31 December 2021 and of its performance for the year ended on that
date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001
ii.
144
as disclosed in Note 2(a).
(b) the financial report also complies with International Financial Reporting Standards
Basis of Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards
require that we comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance about whether the financial report
is free from material misstatement. Our responsibilities under those standards are further
described in the Auditor’s responsibility section of our report. We are independent of the
Consolidated Entity in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code
of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001 has
been given to the directors of the group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were
addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
FREELANCER LIMITED ANNUAL REPORT
INDEPENDENT AUDITOR'S REPORT
145
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITITES Key Audit Matter Procedures Reliance on automated process and controls Freelancer’s revenue is primarily generated from new and existing users posting and fulfilling projects and contests on the Freelancer.com website and therefore a significant part of the Group’s financial reporting processes are heavily reliant on IT systems with automated processes and controls over the capturing, valuing and recording of transactions. Similarly, other IT platforms of the business that includes Escrow.Com and Warrior Forum are also heavily reliant on IT systems. This is a key audit matter because of the: •Complex IT environment supporting the Group’sbusiness processes•Mix of manual and automated controls•Multiple internal and outsource support arrangements•Large volume of low value transactionsOur procedures included, amongst others: We understood and tested management’s controls over its systems relevant to financial reporting. We involved our IT specialist to conduct general IT controls tests that related to applications that support the effective functioning of application controls. This included a review of the policies and procedures, change management and access security. Our IT specialist performed application controls testing over the three main applications. The testing included procedures used to initiate, record, process and report transactions and other financial data, with particular focus on recognition and measurement of fee income, transactions including payment gateways and exception report testing. When testing controls was not considered an appropriate or efficient testing approach, alternative audit procedures were performed on the financial information. Recoverability of Intangible Assets Refer to Note 12 – Intangible Assets and Note 2 (d) - Critical Accounting Estimates. The Group has recognised intangible assets of $34.1 million at 31 December 2021 resulting from business combinations and asset acquisitions. The intangibles are compromised of domain names, intellectual property and goodwill. The assessment of recoverability of the Group’s intangible asset balances incorporated significant judgement in respect of factors such as general market conditions, discount rates, revenue growth and cost assumptions. We have focussed on this area as a key audit matter due to amounts involved being material; the inherent subjectivity associated with critical judgements being made in relation to forecast future revenue and costs; discount rates; and terminal growth rates. Our procedures included, amongst others: We evaluated management’s goodwill and intangible assets impairment assessment. Key inputs in the value of use model included forecast revenue, costs, discount rates and terminal growth rates. We corroborated those assumptions by comparing forecasts to historical actuals. We involved our valuation specialists to recalculate management’s discount rates based on external data where available. The valuation specialist was also involved in assessing the value in use model used for valuation methodology and considered any alternative positions that may indicate impairment. We performed sensitivity analysis on the fee income; terminal growth rate; and discount rate inputs. We assessed the Group’s disclosures of the quantitative and qualitative considerations in relation to the carrying value of goodwill and intangible assets, by comparing these disclosures to our understanding of this matter. FREELANCER LIMITED ANNUAL REPORT2021 INDEPENDENT AUDITOR'S REPORT
146
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITITES Accounting for Business Combinations Refer to Note 27 – Business Combinations The Group entered into a business and asset sale and purchase agreement to acquire the business of Loadshift.com for a total purchase price was $7.67 million. Loadshift.com is a provider of a subscription based freight classified services. Accounting for acquisitions is complex and involves a number of significant judgements. We focused on this area as a key audit matter due to amounts involved being material and the judgements involved in determining the fair value of the assets acquired and liabilities assumed. Our procedures included, amongst others, the following: •Reviewed the purchase agreements to understandthe terms and conditions of the acquisition andevaluating management’s assessments underAASB3 Business combinations•Assessed the fair value of the assets acquired andthe liabilities assumed•checked the accuracy of purchase price byvouching to bank statements and sale andpurchase agreements; and•Assessed the adequacy of the Group’s disclosuresin the financial statements.FREELANCER LIMITED ANNUAL REPORT INDEPENDENT AUDITOR'S REPORT
147
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITITES Other Information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 31 December 2021, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Group are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australia Accounting Standards and the Corporations Act 2001 and for such internal control as directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: –Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control–Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.FREELANCER LIMITED ANNUAL REPORT2021 INDEPENDENT AUDITOR'S REPORT
148
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITITES –Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.–Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.–Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.–Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. FREELANCER LIMITED ANNUAL REPORT INDEPENDENT AUDITOR'S REPORT
149
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITITES Report on the Remuneration Report We have audited the remuneration report included in pages 89 to 94 of the directors’ report for the year ended 31 December 2021. The directors of the Group are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion the remuneration report of Freelancer Limited for the year ended 31 December 2021 complies with s 300A of the Corporations Act 2001. Hall Chadwick (NSW) Level 40, 2 Park Street Sydney NSW 2000 SANDEEP KUMAR Partner Dated: 22 February 2022 FREELANCER LIMITED ANNUAL REPORT2021 ADDITIONAL ASX INFORMATION
ADDITIONAL ASX INFORMATION
Shareholder information
Substantial shareholders
Additional information required by the Australian
The names of substantial shareholders who have
Securities Exchange Limited Listing Rules and not
notified the Company in accordance with section
disclosed elsewhere in this report. This additional
671B of the Corporations Act 2001 are:
information was applicable as at 31 March 2022.
Robert Matthew Barrie1
Simon Clausen and Startive Holdings Limited and its related bodies 1
1 Includes a relevant interest in 1,916,754 fully paid ordinary shares by virtue of the Director having had a voting power
of over 20% in the Company, which had a relevant interest as a result of trading restrictions over shares issued under the ESP.
150
Top 20 Shareholders as at 31 March 2022
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
MATT BARRIE
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMS (NZ) LTD
MR DARREN WILLIAMS
UBS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
BNP PARIBAS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CUSTODIAL SERVICES LIMITED
NATIONAL NOMINEES LIMITED
MR RODNEY JOHN SELLICK
MR NICHOLAS PETER DE JONG
MR NEIL LEONARD KATZ
INFILSEC PTY LTD
DUNRAY NOMINEES PTY LTD
MAROBAR HOLDINGS PTY LIMITED
STUART JOHN NATTRASS
MR GREGORY JAMES WARD
Total Top 20
Total Remaining
Total of Securities
Number of Shares
195,919,185
162,416,754
Number of ordinary
shares held
% of ordinary
shares held
191,435,150
163,293,585
10,853,684
10,605,660
8,340,330
6,728,246
5,665,214
4,561,765
3,523,999
2,217,904
1,798,753
1,409,112
1,109,833
1,001,849
995,539
978,727
810,000
789,500
750,000
726,112
417,594,962
34,921,674
452,516,636
42.3%
36.1%
2.4%
2.3%
1.8%
1.5%
1.3%
1.0%
0.8%
0.5%
0.4%
0.3%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
92.3%
7.7%
FREELANCER LIMITED ANNUAL REPORT Top 20 Shareholders as at 31 March 2022
Holdings Ranges
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001-500,000
500,001-1,000,000
1,000,001-5,000,000
5,000,001-9,999,999,999
Totals
ADDITIONAL ASX INFORMATION
Number of shareholders
Number of Shares
569
863
274
387
70
11
7
7
322,723
2,379,626
2,118,412
11,974,015
15,006,961
8,169,815
15,623,215
396,921,869
2,188
452,516,636
Restricted securities as at 31 March 2022
There are no restricted securities on issue for the purpose of the ASX Listing Rules.
There are ordinary shares on issue that are subject to trading restrictions pursuant to the ESP.
The table below sets out the number of shares subject to trading restrictions.
Class of restricted securities
Nature of restriction
Number of Securities
Quoted ESP shares
Unquoted ESP shares
LTIP share options
Total shares subjected to trading restrictions
Various dates ending no later than 19 February 2023
607,226
Various dates ending no later than 27 May 2025
1,309,528
151
Various dates ending no later than 20 December 2025
77,588
1,994,342
Voting Rights
On-market Buy Back
The voting rights attaching to ordinary shares,
There is no current on-market buy back.
set out in the Company’s Constitution are:
(a) at meetings of members, each member is entitled
to vote in person or by proxy, attorney or representative; and
(b) on a show of hands, every person present who is
a member has one vote, and on a poll every member
present has a vote for each fully paid share owned.
There are no voting rights attached to unlisted options, voting
rights will be attached to unlisted ordinary shares once issued
and to options upon exercise.
FREELANCER LIMITED ANNUAL REPORT2021
CORPORATE DIRECTORY
Corporate
Directory
152
Company Directors
Registered Office
Mr Robert Matthew Barrie
Level 37 Grosvenor Place
–
Chairman and Chief Executive Officer
225 George Street
Sydney NSW 2000
Mr Darren Nicholas John Williams
Telephone: +61 (02) 8599 2700
–
Non-Executive Director
Mr Simon Alvin Clausen
–
Share Registry
Non-Executive Director
Boardroom Limited
Company Secretary
Mr Neil Leonard Katz
Level 12
225 George Street
Sydney NSW 2000
External Auditors
Hall Chadwick
Level 40
2 Park Street
Sydney NSW 2000
Securities exchange listing
Freelancer Limited shares are
listed on the Australian Securities
Exchange (Listing code: FLN)
FREELANCER LIMITED ANNUAL REPORT