2022
A N N U A L R E P O R T
F R E E L A N C E R L I M I T E D
A C N 1 4 1 9 5 9 0 4 2
Index
PAGE
CONTENTS
003
Chairman’s Letter
030
Directors’ Report
034
Review of Results and Operations
070
Consolidated Statement of Profit or Loss and Other Comprehensive Income
071
Consolidated Statement of Financial Position
072
Consolidated Statement of Changes in Equity
073
Consolidated Statement of Cash Flows
074 Notes to the Financial Statement
115
Directors’ Declaration
116
Independent Auditor’s Report
122
Additional ASX Information
124
Corporate Directory
INDEX
001
FREELANCER LIMITED ANNUAL REPORT 002
2022 CH AIRMAN’S LE T TER
Chairman’s
Letter
Dear Shareholders
In 2022 Freelancer Limited delivered Gross Payment
Escrow was affected by the tech wreck/crypto crash
Volume $1,127.4 million, down 10.5% on pcp.
that withdrew appetite for large value transactions,
Breaking down by segment, Freelancer GMV was
particularly “mega” domain name transactions as
$128.4m, down 4.5% on pcp. Escrow GPV $953.4m,
venture capital dropped 35% from a record 2021,
down 11.7% on pcp.
Revenue for the full year was $55.7m, down 3.1% on
pcp, with Freelancer revenue flat at $45.6m down
1.1% on pcp. Escrow revenue was $10.1m, down
11.1% on pcp.
Operating cash flow for the year was $(4.2) million
and Operating NPAT was ($5.3m) for the group.
Overall, it was not a great year coming out of Covid
for Freelancer with flat revenue.
which was an excellent year for Escrow where GPV
grew 54% year on year and surpassed $1 billion for
the first time. Despite this, Escrow was profitable in
FY22. We have also seen the market start to recover
in 4Q22, and we expect 1Q23 to be better again.
A detailed analysis of the activities of the group
are provided in the Review of Operations in the
Directors’ Report.
003
FREELANCER LIMITED ANNUAL REPORT CH AIRMAN’S LE T TER
Freelancer
In FY22, the mission for the platform was:
conversion in the main marketplace with upfront
1.
Improving our visual design, responsiveness &
UI/UX
funding, the “wall of bids” effect from freelancers
bidding too quickly, without affecting overall
supply liquidity. We also got the paid marketing
2.
Enhancements to payments, enterprise features,
under control.
matchmaking and collaboration
In 2023, our product mission will encompass the
3. Acquisition, retention & engagement of clients
following objectives:
Despite revenue being flat, we made substantial
1.
Elevating UX & design: transitioning from
progress in each of these areas.
consistency to delight
The product teams made remarkable advancements
2.
Enhancing collaborative features for increased
towards delivering a new contemporary, sleek
retention and engagement
design for the platform in the year. Furthermore, we
introduced various upgrades related to the payment
systems and the ways in which freelancers get paid
3.
Implementing personalization to boost core
marketplace conversion rates
on the site. We continued to deploy features to drive
4.
Strengthening acquisition through
enterprise adoption, and the standout performance
organic channels
of the enterprise division (GMV up 101.5% on pcp) in
the year is testament to this. Finally, we made a large
number of improvements in the collaborative tools
which will be instrumental in driving growth in FY23.
Each of these elements plays a crucial role in
propelling GMV and revenue growth within the
core marketplace. We eagerly anticipate sharing
updates on our advancements in these areas in the
Of note in the year, we also managed to solve
coming quarters.
what we believe was a long standing problem in
Freelancer Enterprise
Enterprise was one of the standouts in FY22 with
(revenue & GMV) to develop delivery systems to
GMV growing 101.5% on pcp.
deliver genome editing machinery to target cell
Highlights included connecting Deloitte MyGigs to
the external freelancer cloud, with projects seeing
types or specific tissues for the National Institutes
of Health.
an average bid count of 8.3 from external versus
We are thrilled to be involved in a diverse range of
3.5 from the internal talent cloud, rolling out our
enterprise collaborations, which encompass working
field services with a global computer & technology
with organisations from various sectors such as
company offering to five countries and a workforce
pharmaceuticals, professional services, global
of over 100 engineers, and winning our biggest task
transportation technology, HR technology, BPOs,
order yet with NASA, valued at over $10.6 million
and other G2000 companies, among others.
Escrow.com
Escrow.com had a tough year. While 1H22 witnessed
in which Escrow.com has a dominant presence,
the second-highest Escrow GPV in the company’s
dropping from US$514M in FY21 to $411M in FY22.
history, amounting to US$407 million, volume took a
Furthermore, global venture capital funding fell
downturn from May 2022, coinciding with the crypto/
by 35% to US$445 billion in FY22. This reduction
tech collapse and a broader economic contraction.
impacted “mega” domain transactions ($10m+),
The third quarter of 2022 proved to be particularly
challenging, as volumes experienced a significant
decline. This was primarily attributed to a decrease
in domain name transactions, a market segment
where startups make substantial investments for
instant brand recognition and enduring marketing
benefits. However, the fourth quarter witnessed a
recovery in volume, and the first quarter of 2023 is
expected to show further improvement.
004
FREELANCER LIMITED ANNUAL REPORT2022
CH AIRMAN’S LE T TER
In FY23, our product mission will encompass
These core points are crucial to grow on both
the transactional and partnership aspects of the
platform. We aim to continue being the premiere
service for high value transactions moving forward.
the following:
1.
Simplifying the onboarding and identity
verification experience
2.
Enhancing the end-to-end transaction
experience
3. Providing support to more verticals
and transaction formats
4.
Strengthening partnerships and integrations
Loadshift & Freightlancer
In 2022, our freight division underwent a significant
With all that work being done, FY23 will be a key
transformation as we combined the Loadshift and
year for this division to shine.
Freightlancer platforms. The unified platform now
operates solely under the Loadshift brand, utilising
the Freelancer enterprise stack. Consequently, the
Freightlancer brand has been retired.
Conclusion
Financial performance in FY22 could have been
On behalf of The Board, I wish to thank our staff,
better. We expected a great year and ramped
shareholders and over 65 million users across the
up hiring aggressively in the first half, which we
group for your continued support. We look forward to
corrected through cost reductions across the group
a successful FY23.
in the second half. This month (March 2023), the
group expects to be profitable on an operating basis.
We intend to keep the group profitable from here.
Despite flat revenue for Freelancer in the year, we
did a great amount of work getting the product
in a position where the core marketplace can do
significantly better in FY23. Escrow’s financial
performance has been improving since 3Q22, quarter
on quarter. Loadshift will start to break out in FY23
as we convert the circa. $1m a day of freight posted
on the platform to a marketplace commission model.
Regards,
Matt Barrie
Chairman
21 March 2023
005
FREELANCER LIMITED ANNUAL REPORT
ABOUT FREEL ANCER
Freelancer.com
is the world’s
largest freelancing
marketplace
006
FREELANCER LIMITED ANNUAL REPORT2022 ABOUT FREEL ANCER
The world’s largest & lowest cost elastic cloud workforce,
with an on-demand workforce of over 64m users, no
crowdsourcing platform globally has the liquidity of Freelancer.
For clients it’s free to post your job, review obligation-free
quotes, chat with freelancers and review samples of work
& portfolios. For freelancers it’s free to view projects posted,
bid on projects, chat to clients, fill in your profile, upload
your portfolio & provide samples of work.
007
FREELANCER LIMITED ANNUAL REPORT CH ANGE LIVES
Change
Lives
With over 64 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 $30 a day or less. On Freelancer.com they can earn
$10 an hour or more, as they develop their skills, education
and reputation.
2700+
SKILLS
247
COUNTRIES,
REGIONS AND
TERRITORIES
34
39
LANGUAGES
CURRENCIES
008
FREELANCER LIMITED ANNUAL REPORT2022 MAKE IT REAL
Make
it real
This Webflow website
cost $80 USD and took
3 days to make
$80
AUD
3
DAYS
Freelancer.com helps small businesses, startups,
entrepreneurs and large organizations turn that spark of
an idea into reality. We provide easy access to talented
freelancers from all around the world, who offer a wide range
of services at competitive prices.
64.4M
22.2M
87%
41
TOTAL
TOTAL JOBS
REGISTERED
POSTED
OF PROJECTS
RECEIVE BIDS
AVERAGE NUMBER
OF BIDS PER
USERS
WITHIN 5 MINS
PROJECT
009
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER CASE STUDIES
Founder/Creative Director
Riga, Italy
Riccardo
Capuzzo
@capuzzorik
5.0
( 12 reviews )
Company: Aquatic Creatures
Website: https://aquaticcreatures.com/
Testimonial
I am the founder and creative
director of Aquatic Creatures by
Riccardo Capuzzo and I have
been using Freelancer.com for
over a year now. One of the
biggest advantages of using
Freelancer.com is the peace of
mind that comes with it.
010
FREELANCER LIMITED ANNUAL REPORT2022 FREEL ANCER CASE STUDIES
Founder
Canyelles, Spain
Marina
Ametller
Raventos
@marinaxana
5.0
( 6 reviews )
Xanababy Sleep App
Website: https://xanababy.com/
Testimonial
The nice thing about being on
freelancer.com is that developers
really need good reviews to get jobs,
so they try really hard to make you
happy. Also, having a recruiter helping
out every time you have trouble,
especially with communication
and negotiation, is a big help.
011
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER CASE STUDIES
Founder
Olimpia, USA
Michael
Fraidenburg
@fraidmef
5.0
( 8 reviews )
Book Promotion on LinkedIn
Website: https://intelligentcourage.com
Testimonial
I was republishing a book and
wished to market the book across
LinkedIn, including my connections
and various groups. I went to
Freelancer.com to find freelancers
who were skilled in social media
marketing and book marketing.
012
FREELANCER LIMITED ANNUAL REPORT2022
FREEL ANCER CASE STUDIES
Create
the future
We help entrepreneurs and organizations
create products and services of the future.
Freelancer.com has the unique ability to
entries, we selected a winning design that looks
crowdsource ideas to visualize novel ideas and
like it came straight from Apple HQ, which also
concepts that are yet to exist. As an example, we
made global news in the US, UK and across Europe.
launched a contest to our freelancers to imagine
The headset is now a go-to image for technology
and create 3D models of what Apple’s rumored
reporters who write on rumors and leaks of the
Virtual Reality Headset may look like. After 56
upcoming Apple VR headset.
This Apple VR headset
concept cost $500 AUD and
had 56 entries in 14 days
$500
56
AUD
ENTRIES
14
DAYS
013
FREELANCER LIMITED ANNUAL REPORT PROJECTS AND CONTESTS
Freelancer
Projects
Freelancer is a platform
where clients can post
a project and receive
competitive bids from
freelancers worldwide,
all within minutes.
With over 2,700 skill sets available,
is where payments are based on the
clients can choose from expert
freelancer’s time spent working at
freelancers to work on their project
a clear and transparent hourly rate.
and the flexibility to work the way
Clients review the outcomes and
they want to work. Clients have the
billings for the project on a weekly
option to pay freelancers a fixed
basis, and a summary of all their
price or by the hour, all secured by
project’s activity is automatically
the Milestone Payments system.
sent to them.
Clients can begin a project with a
Hourly projects are a great choice if
fixed scope and price in mind, which
clients are looking to build long-term,
is best for projects that have a
open-ended working relationships
well-defined scope and deliverables.
with freelancers. The Freelancer.com
Alternatively, hourly projects are a
platform offers the freedom to work
great choice if clients are looking to
the way you want, with the security
build ongoing, open-ended working
of a payment system that ensures
relationships with freelancers. This
you get what you pay for.
$252
AVERAGE
PROJECT SIZE
7% UP ON PCP
87%
OF PROJECTS
RECEIVE A BID
WITHIN 5 MINS
014
FREELANCER LIMITED ANNUAL REPORT2022 PROJECTS AND CONTESTS
Freelancer
Contests
By crowdsourcing your ideas to millions of
freelancers on the Freelancer.com contest
platform, you can get the perfect solution
for any project, from visual design work
through to idea generation.
320
AVERAGE NUMBER
OF ENTRIES PER
CONTEST
Freelancers adapt to your feedback
from thousands of freelancers. The
and the larger the prize, the better
platform is collaborative and allows
the entries. The platform has been
for instant feedback on new ideas
used by large organizations such
through contest sharing, polls, and
as Deloitte, NASA and various US
the Public Clarification Board. In
Government Departments.
2022 alone, the platform generated
91%
Within hours of posting your contest,
you can receive new submissions
over 13 million ideas to help contest
holders find solutions quickly
and collaboratively.
OF CONTESTS
RECEIVE ENTRIES
WITHIN 1 HOUR
015
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER® ENTERPRISE
The world’s largest
crowdsourcing
marketplace
The Freelancer Enterprise division finished the year
strongly with growth in GMV and revenue quarter on
quarter. 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 FY23.
Deloitte US and Freelancer Enterprise completed
expanded as a result of the technical integration
its final phase of deployment for the MyGigs
directly into their work management system.
platform in 2H22, which now connects the
internal platform to the external Freelancer
marketplace. Deloitte consultants are now able
to hire freelancers, manage projects and process
payments at scale with the SAP Fieldglass
integration. Over 30,000 Deloitte consultants have
been onboarded to the platform already.
The NASA Open Innovation Series 2 tender is
a program whereby NASA effectively acts as a
centre of excellence for crowdsourcing for the
U.S. Government. Freelancer now has task order
engagements with NASA, the U.S. Centers for
Disease Control and Prevention, the National
Institutes of Health, the U.S. Department of
Our major engagement with a global technology
Commerce and the U.S. Bureau of Reclamation.
leader in computer & printer technology to build a
disruptive and elastic global workforce powered
by freelancers continued to expand across several
countries. Beyond India, Australia and Indonesia,
during 2022 we also added Malaysia and New
Zealand, whilst also fielding enquiries from
other countries around the world about future
deployment. Additionally, work order volumes
This work is across a number of high technology
areas including computational fluid dynamics,
electrical engineering, physics, data science,
machine learning, physics, mechanical
engineering, graphic design, UI/UX design,
software engineering, network science,
advanced manufacturing, software development,
transcription and information security.
016
FREELANCER LIMITED ANNUAL REPORT2022 FREEL ANCER® ENTERPRISE
101.5%
UP IN GMV WITH
A POSITIVE OUTLOOK
FOR THE COMING
YEAR AHEAD
NOVEMBER
AND AUGUST SET
NEW MONTHLY
RECORDS FOR GMV
TRANSACTION
VOLUME
GLOBAL FLEET
SERVICES CONTINUED
TO EXPAND INTO
FIVE COUNTRIES AND
OVER 20 CITIES
OUR LONG TERM
PARTNERSHIP WITH
NASA EXPANDED
EVEN FURTHER,
AND WE’RE NOW
WORKING ON THE
LARGEST TASK ORDER
PROJECTS TO DATE
GLOBAL FLEET
SERVICES CONTINUED
TO EXPAND INTO
FIVE COUNTRIES AND
OVER 20 CITIES
017
FREELANCER LIMITED ANNUAL REPORT ESCROW.COM
The world’s
safest payment
platform for high
value transactions
Escrow.com is the world’s largest and only multi-jurisdictional
licensed online escrow company. There are fundamentally
two sides of the Escrow business – a transactional side that
covers the vast majority of the current business, and the
checkout side where we are pioneering to provide easy to
integrate escrow solutions for online marketplaces.
From a counterparty risk perspective Escrow is the
Escrow is the dominant payment method used for
most secure payment method for transactions. We
buying and selling of domain names and websites.
safeguard both the buyer and seller with all funds
As the largest licensed and audited online escrow
kept in trust that are transacted in escrow. The end-
company, we safely hold the buyer’s payment
to-end process is focused on all parties agreeing to
in a trust account until the entire transaction is
terms, buyer submitting payment, seller delivering
complete. Buyers can be confident that the domain
goods/providing services, conducting an inspection
will be registered in their name, and seller’s can be
of the goods/services, and releasing the payment
reassured they will be paid. This protects all parties
once the transaction is complete.
against fraud, deception and irresponsibility.
018
FREELANCER LIMITED ANNUAL REPORT2022 ESCROW.COM
THE ESCROW.COM
BUSINESS WAS
PROFITABLE FOR
THE FULL YEAR 2022
THE FIRST HALF
OF 2022 WAS THE
SECOND HIGHEST
HALF FOR ESCROW
TRANSACTION
VOLUME IN THE
HISTORY OF THE
COMPANY (US$407M)
REACTIVATED
SUPPORT FOR
CANADIAN DOLLAR
TRANSACTIONS,
AND RECEIVED
REGISTRATION
APPROVAL FOR OUR
CANADIAN PAYMENTS
INC. ENTITY
RECEIVED
COMPLIANCE
APPROVAL IN
DECEMBER FOR
THE REAL ESTATE
VERTICAL IN
31 US STATES
019
Marketplaces for business acquisitions continued
As we move into 2023 we remain focused on
to be another strong vertical for account growth
reaching out to the top partners across a range of
through partners such as Acquire.com and Flippa.
key verticals (IP, Construction, Services, Domains,
In 4Q22, Escrow.com continued to introduce and
M&A, Vehicles, Merchandise) and several distribution
support a diverse range of marketplaces and
channels: payment aggregators, shopping carts,
brokers, both existing and new partners.
multicategory marketplaces and peer to peer
Another focus of the fourth quarter was also
expanding our account management service
offering. This included improving the customer
experience for high value transactions by
assigning a dedicated relationship manager with
expert knowledge in the assets being transacted.
This proactive allocation of specialist support
staff contributed to improvement in the funding
payments.However, there is no one metaverse,
but many metaverses which all vary in size and
popularity. This causes an issue if a person
purchases a digital asset in that particular game. If
the game goes under in a years’ time, then the person
is stuck with nothing. There’s no real investment value
here. The real investment opportunity is purchasing
the real land of the metaverse – domain names.
rate of high value transactions.
When organizations are investing in virtual real
The upcoming focus of our product development
is to streamline the client onboarding process and
KYC, improve the overall customer experience,
and simplify our workflow to be as smooth and
efficient as possible.
estate, they look at buying a domain name, not a
plot of land in a virtual game. Domain names are
virtual real estate where companies build and launch
their metaverse. They purchase a premium name on
the best street available – the .com domain name.
As leading provider of secure online payments and
online transaction management, Escrow.com is
where the metaverse is bought and sold.
FREELANCER LIMITED ANNUAL REPORT LOADSHIF T
020
FREELANCER LIMITED ANNUAL REPORT2022 LOADSHIF T
Australia’s
largest freight
marketplace
Founded in 2007, Loadshift is a pioneer in the digital freight
industry in Australia, revolutionizing the way individuals and
businesses connect with reliable transportation solutions.
With over 100 million km worth of freight requests
of loads completed, number of quotes and number
annually, Loadshift is the go-to marketplace for all
of carriers quoting via the platform throughout 2022.
truck transportation needs, from palletized freight
We have lifted the award rate of jobs on the platform
to oversize loads like cars, dozers, and more. Our
from 0% (no jobs being awarded under the bulletin
platform supports all truck and trailer configurations,
board model) to 10%. As shippers and carriers
making it the ideal place to do business.
take advantage of the features of the platform, the
The year 2022 was transformational for our freight
division as we merged the Loadshift and Freightlancer
platforms, which now entirely operates under the
feedback and reviews generated and adopt the secure
payment system, we expect the award rate to grow by
a number of multiples in FY23.
Loadshift brand, and running on the Freelancer
All in all, this resulted in the number of loads
enterprise stack. The Freightlancer brand has
completed under the marketplace model strongly
been decommissioned.
We continued to see significant increase in key
metrics and hit record numbers for GMV, number
growing. This year will be a marquee year for the
Loadshift business as the number of completed loads
(and revenue) continues to rise under the new model.
$350M
74,096
99.1M
NOTIONAL GROSS
LOAD VALUE
7.4% UP ON PCP
TOTAL LOADS
POSTED
DOWN ON PCP
11%
TOTAL KILOMETERS
POSTED
DOWN ON PCP
16.5%
021
FREELANCER LIMITED ANNUAL REPORT COLL ABORATION
Built-in
Collaboration
Tools
An integrated suite of tools purposely designed
to manage an on-demand cloud workforce across
desktop, tablet and mobile devices.
• MESSAGING
•
•
•
•
•
•
FILE SHARING
AUDIO AND VIDEO CALLS
SCREEN SHARING
TASK LISTS
SHORTLISTS
GROUPS
022
FREELANCER LIMITED ANNUAL REPORT2022 MANAGED SERVICES
Managed
services
With a global presence, our elite managed
services teams operate 24/7 to assist
our clients to work with the top 1% of our
talent. They ensure that projects get done
smoothly, on time and on budget.
7,117
5-STAR RATINGS
IN 2022
RECRUITER • PREFERRED FREELANCER PROGRAM • TECHNICAL CO-PILOT
“I had a great first experience with
your site, and to be honest, I wasn’t
expecting it. Everything went extremely
smoothly, and Timothy was very
quick to respond and easy to work
with. I would definitely recommend
your services because they exceeded
my expectations.”
Adrian W.
“Overall, I had a great experience with
my Freelancer.com and my Recruiter
Andy. He helped with my project and
recommended skilled freelancers. The
milestones option ensured satisfactory
work, and the work was completed.
Very satisfied with Freelancer.com.”
Todd V.
023
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER.COM
This 3D visualisation
cost $435 USD and took
3 weeks to make
$453
3
USD
WEEKS
024
FREELANCER LIMITED ANNUAL REPORT2022 FREEL ANCER.COM
3
WEEKS
This AI generated art cost
$200 USD and took 7 days
to make
$200
USD
7
DAYS
025
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER.COM
This interior design cost
$350 USD and took 7 days
to make
$350
USD
7
DAYS
026
FREELANCER LIMITED ANNUAL REPORT2022 FREEL ANCER.COM
7
DAYS
This Shopify website cost
$300 USD and took 7 days
to make
$300
USD
7
DAYS
027
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER.COM
2022
Awards
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.
028
2022 Stevie International
Business Awards (IBA):
Silver Stevie Award for Most Innovative
Company of the Year – Up to
2,500 Employees
Bronze Stevie Award for Achievement
in Product Innovation
2022 Asia Pacific
Stevie Awards:
Gold Stevie Award for Innovation in
Technology Management, Planning &
Implementation for Other Service Industries
Silver Stevie Award for Innovative
Achievement in Growth
Bronze Stevie Award for Innovative
Achievement in Sales or Revenue Generation:
Freelancer Enterprise
HR Tech Awards 2022
by Lighthouse Research & Advisory
Talent Acquisition:
Best Virtual/Hybrid Solution
Southeast Asia Business
Awards 2022
by APAC Business Insider
Best Cloud-Based Freelancing &
Crowdsourcing Talent Platform 2022
FREELANCER LIMITED ANNUAL REPORT2022
FREEL ANCER.COM
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 2022.
029
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Directors’
Report
Your Directors submit the financial report of Freelancer
Limited (the Company) for the year ended 31 December
2022. 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:
030
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
Executive Chairman
(appointed 10 April 2010)
BE (Hons I)
BSc (Hons I)
GDipAppFin MAppFin MSEE (Stanford)
GAICD SEP FIEAust
Matt
Barrie
Founder and Executive Chairman of the Company.
Serial entrepreneur with extensive experience and
knowledge in the technology sector. Previously
co-founded and was CEO of Sensory Networks
Inc., a vendor of high performance network security
processors, which was acquired by Intel Corporation
Inc. in 2013.
Formerly Adjunct Associate Professor at the
Department of Electrical and Information Engineering
at the University of Sydney. Co-author of over 20 US
patent applications.
Qualifications include first class honours degrees in
Electrical Engineering and Computer Science from
the University of Sydney, Masters in Applied Finance
from Macquarie University, Masters in Electrical
Engineering from Stanford, California, Graduate of the
Stanford Executive Program at the Graduate School of
Business, Fellow of the Institute of Engineers Australia
and Councillor of the Electrical and Information
Engineering Foundation at the University of Sydney.
Relevant interest in 196,052,055 fully paid ordinary
shares, including a relevant interest in 1,416,754 fully
paid ordinary shares by virtue of having a voting power
of over 20% in the Company, which has a relevant
interest as a result of trading restrictions over shares
issued under the Employee Share Plan.
Beneficial interest in 194,635,301 fully paid ordinary
shares (representing 43.03% of issued capital).
Member of the Nomination and Remuneration
Committee and Audit Committee.
031
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
Non-Executive Director
Executive Director
BSc (Hons I)
from 1 November 2015
until 31 October 2015
PhD (Computer Science)
(appointed 10 April 2010)
MAICD
Darren
Williams
Non-Executive Director of Company. Was the Chief
Technology Officer and Executive Director of the
Company until 31 October 2015.
Extensive experience in computer security, protocols,
networking and software. Previously co-founded
and was CTO (and subsequently CEO) of Sensory
Networks 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.
Qualifications include first class honours degree in
Computer Science and a Ph.D. in Computer Science
specialising in computer networking from the
University of Sydney.
Beneficial and relevant interest in 10,627,165 fully paid
ordinary shares (representing 2.35% of issued capital).
Member of the Nomination and Remuneration
Committee and Audit Committee.
032
FREELANCER LIMITED ANNUAL REPORT2022 Non-Executive Director
(appointed 10 April 2010)
Simon
Clausen
DIRECTORS’ REPORT
Founding investor and Non-Executive Director of
the Company.
Extensive experience in operating and investing in
high growth technology businesses in both Australia
and the United States. Previously founded and was
CEO of PC Tools which was acquired by Symantec
Corporation in October 2008.
Currently the sole director of Startive Ventures,
a specialised technology venture fund that
actively maintains investments in a number of
companies globally.
Relevant interest in 161,916,754 fully paid ordinary
shares, including a relevant interest in 1,416,754 fully
paid ordinary shares by virtue of having a voting power
of over 20% in the Company, which has a relevant
interest as a result of trading restrictions over shares
issued under the Employee Share Plan.
Beneficial interest in 160,500,000 fully paid ordinary
shares (representing 35.48% of issued capital).
Member of the Nomination and Remuneration
Committee and Audit Committee.
033
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
Company Secretary
Mr Neil Katz held the position of Company Secretary during and at the end of the financial year
(appointed 9 March 2012). He has been with the Group since 2009 and is also the Chief Financial Officer.
Principal activities
The principal activity of the consolidated entity (the Group) during the financial year was
the provision of an online outsourcing marketplace and escrow payment services.
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 $5,413,000 (2021 loss: $2,257,000).
Key
Performance
Highlights
Year ended 31 December
Financial metrics:
Gross Payment Volume1
Net Revenue2
Gross Profit
Gross margin (%)
Operating EBITDA3,4
Operating EBIT3
Operating NPAT3
Operating Cash Flow
Operational metrics:
New Jobs5 (millions)
Total Jobs Posted (millions)
New Registered Users (excluding Escrow, millions)
Total Registered Users6 (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 FY22 GPV
A$173.9 million (down 3.6% on prior corresponding period), Payments
segment GPV A$953.4 million (down 11.7% on prior corresponding period).
2 Net Revenue excluding Escrow.com for FY22 was $45.6m (down 1.1%
on prior corresponding period).
3 Excludes non-cash share based payments expense of $159k in FY22
and $156k in FY21.
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 asset and interest paid on
034
FY22
$m
FY21
$m
% Change
1,127
55.7
46.9
84.3%
(6.6)
(6.9)
(5.3)
(4.2)
1.2
22.2
6.7
65.1
1,260
57.0
47.7
83.1%
(2.7)
(3.0)
(2.1)
2.6
1.8
21.0
7.6
58.2
-11%
-3.1%
-1.7%
+1.4%
nm
nm
nm
-258%
-32%
+6%
-12%
+12%
the corresponding lease liability. Depreciation of $4.2m (FY21:$4.6m)
and finance costs of $1.7m (FY21:$2.0m) relating to office leases
(accounted for in accordance with AASB 16 Leases) are included in the
EBITDA calculation.
5 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.
6 User and project/contest data includes all users and projects/contests
from acquired marketplaces. Includes Escrow.com unique users.
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
Freelancer.com
Summary
Freelancer revenue was $45.6m (-1.1% on pcp) or
secondary fee lines such as memberships largely
US$31.7m (-8.4% on pcp). Freelancer GMV was
unaffected. However, in FY22 we also made substantial
$128.4m (-4.5% on pcp) or US$89.3m, -11.6% on pcp).
improvements to the product, customer acquisition
The year 2022 was mixed. We saw a rolling off of Covid
super-seasonality, negatively impacting a number of
core metrics, but primarily affecting project fees, with
profitability, and rectified a number of long-standing
marketplace problems towards the end of the year.
Marketplace
In FY22 we added 6.7m new users and 1.2m new
Average project size lifted from $235 to $252 over
projects to the marketplace, reaching 64.4m users and
FY22 (up 7% on pcp), its highest value to date.
22.2m projects at the end of year.
FIG.1
AVERAGE COMPLETED PROJECT SIZE
Marketplace liquidity remains strong. The percentage
out spammy bids, however the percentage of projects
of projects receiving bids within 60 seconds has
receiving bids within 90 seconds and above remains
dropped slightly from a peak of ~59% in FY21 to ~51%
unchanged, and the percentage receiving a bid within
as of writing this report, due to the efforts to stamp
5 mins increased from ~84% to 87%.
035
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
FIG.2
TIME TO FIRST BID FOR PROJECTS SHOW REDUCTION IN SPAMMERS (FAST BIDS)
Contest liquidity remains exceptional, with the average number of entries
per contest exceeding 320. This is fairly remarkable given contests start at $10.
FIG.3
AVERAGE NUMBER OF ENTRIES PER CONTEST
Product & Engineering
In FY22, the mission of product & engineering was to:
1.
Improving our visual design, responsiveness & UI/UX
2.
Enhancements to payments, enterprise features, matchmaking and collaboration
3. Acquisition, retention & engagement of clients
We have made substantial progress in each of these areas:
036
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
Improving our visual
The UI Engineering and Product Design achieved exceptional progress on the first goal, to bring a fresh, modern
design, responsiveness
look to the platform with the goal to create an intuitive, seamless user experience that engages.
& UI/UX
FIG.4
UPDATED VISUAL DESIGN
Working closely with power users, improvements
that is visually appealing and easier to navigate.
were made to the way we represent elements like
This was combined with updates provided by the
users and projects, as well as the look and feel
Design Systems team for the landing pages, banners,
of UX components such as the newsfeed. These
illustrations and other design elements.
efforts have resulted in a revamped user interface
FIG.5
UPDATED DESIGN BEING DEPLOYED ACROSS PLATFORM
037
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
FIG.6
IMPROVED USER EXPERIENCE
Enhancements
to payments
On the payments front, in 2022 we launched our
Quotations product, which introduces a new,
freelancer-driven payments channel to
the website. After launch in 1Q22, we made
numerous improvements to the product, including
allowing users to send quotations externally,
polishing the UI/UX of the feature, improving
new user onboarding to the feature, and more.
FIG.7
EXAMPLE QUOTATION
038
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
We plan to add further UI polish, deeper integration
The old hire-me funnel had issues: project budgeting
into our other products, usage incentivisation &
was difficult for clients, leading to lower conversion
marketing, and feature expansion into areas such as
rates; highly ranked freelancers received low-quality
hourly billing and recurring subscription support.
leads and had limited opportunities to negotiate; and
In 4Q22 we worked on overhauling the hire-me funnel
in an effort to improve conversion and reduce spam,
by introducing quotations.
the hire-me system was vulnerable to spam, negatively
impacting freelancer trust.
FIG.8
IMPROVED MOBILE EXPERIENCE
The new “chat request” funnel replaces “hire-me”
with a messaging system similar to social media.
Clients send requests to freelancers, who can accept,
reject, or block them. Freelancers can discuss the
project and provide quotes if interested. Early data
suggests positive customer feedback and comparable
conversion rates, with further improvements expected
as freelancers become more accustomed to the
new system.
Finally, in 4Q22 we also made improvements to the
tipping interface for US and Canadian clients that led
to a 30% increase in tips sent to freelancers.
FIG.9
CHAT REQUESTS
039
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Enhancements
In FY22, our enterprise product teams spent the
We also made improvements to the invoicing
to enterprise features
majority of their time working directly with clients
experience, including consolidating all invoices related
building out integrations and features to support the
to a project into a single document, overhauling their
sales efforts.
visual design, and finally allowing for the generation of
“pro-forma” invoices.
FIG.10
IMPROVED USER EXPERIENCE
Enhancements
to matchmaking
In FY22 we largely solved the “spammy bids” problem
getting steadily worse and increasingly impacting
and adjusted the client funding process as from 2021,
the overall marketplace experience, as freelancers
the percentage of projects receiving their first bids
increasing used software to bid.
(within 30 seconds) rose sharply. This problem was
FIG.11
SPAMMY (FAST) BIDS HAVE BEEN GREATLY REDUCED
040
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
In 3Q22 we used an innovative approach to put a stop to this behaviour. We were able to do this without
impacting the overall liquidity of the marketplace – the number of bids within 60 seconds is largely unaffected.
FIG.12
MARKETPLACE LIQUIDITY FROM GOOD BIDDERS IS LARGELY UNAFFECTED
We also fixed a major conversion problem in the main funnel with projects. Substantial
lifts in retention rates were seen, and we expect this will pay dividends in future quarters.
Enhancements
to collaboration
In FY22 we made huge strides in our long-standing
to support collaboration and communication at
collaboration-focused product strategy, primarily
scale, Groups enable everything from small teams
through launching Groups in 3Q22, the pillar that will
to millions of people to interact in a structured and
support all of our collaboration products. Designed
efficient manner.
FIG.13
COLLABORATION TOOLS
041
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
In 4Q22, we improved the user interface and user
Moving forward, we plan to integrate Groups as
experience while integrating content from Groups
a collaboration tool to improve engagement and
into the main homepage. This increased engagement
retention in 1H23.
and visibility significantly. We also started using our
own Groups product for internal communication,
enhancing our understanding of user needs.
FIG.14
GROUPS ENGAGEMENT TAKES OFF
FIG.15
GROUPS INTERFACE
042
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
In addition to Groups, we also
•
•
•
Overhauled our Task lists product, redesigning the UI, and integrated with projects
Added a number of modern messaging features including replies and screen-sharing
Resigned the logged in homepage experience
FIG.16
EXAMPLE OF GROUPS
Acquisition, retention
On the acquisition front, in 4Q22 we saw our year-long effort on SEM profitability come to fruition. Profitability
& engagement of clients
across all spending in 4Q22 is up 58% on its 2Q22 yearly low, and up 23% on pcp. Focusing on our non-brand
Google account, profitability is up 77% on its 2Q22 yearly low, and 43% on pcp.
043
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
FIG.17
REVENUE FROM NEW CUSTOMERS THROUGH ACQUISITION CHANNELS
The main focus of our paid marketing efforts in FY23 will be diversification away from our current focus on
Google adwords, adding new paid channels to the overall mix, whilst grinding out incremental progress on our
existing campaigns.
FIG.18
WSJ REPORTS: FREELANCING SURGES AMID ECONOMIC UNCERTAINTY
Moving into the new year, we have begun our yearly
The campaign can be viewed here:
“Back to Work” campaign. This year, the focus is on
the Crazy Ideas that underpin every world-changing
business, inspiring entrepreneurs to get off their
couches and start their dream businesses.
https://www.freelancer.com/crazyideas
044
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
FIG.19
CRAZY IDEAS CAMPAIGN
We are also continuing to focus on improving our
On the retention & engagement front, the majority
landing page conversion rates. Whilst these tests are
of our work here was focused around assisting the
typically performed on smaller, more focused landing
collaboration products, which are specifically designed
pages, we have recently started running tests on our
to drive engagement and retention.
homepage. For example, a recent test we ran on the
homepage resulted in a ~13% lift in conversion.
2023 outlook
In 2023, our product mission will be
•
Improve acquisition through organic growth
•
•
Taking UX & design to the next level: from
Each of these three is instrumental in driving GMV and
consistent to delight
Collaborative tooling to drive retention &
engagement
revenue growth in the core marketplace, and we look
forward to reporting in future quarters on our progress
in each of these areas.
045
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Enterprise
Freelancer Enterprise went from strength to strength
•
Executed with a global talent provider that will
in FY22 with GMV up 101.5%.
Key developments this quarter:
•
November 2022 was an all-time record for GMV,
surpassing the record set in August 2022.
be introducing their clients to the Freelancer.
com platform. We are currently exploring deeper
integration into the platform.
•
Ended the quarter with in-flight proposals for
engineering services and/or ongoing program
• We finalised commercials with the Middle-
management including a strategic platform-
Eastern branch of a Switzerland based global
based transformation opportunity for a state
pharmaceutical company with the agreement
government, integration with a global BPO leader,
subsequently being executed early in 1Q23 and
a national telecommunications company and a
we are currently working to onboard and activate
global contingent workforce management leader.
the partner with projects expected by the end
of 1Q23.
•
On the downside, in 4Q22 we finalised an
agreement with a global technology leader
• We progressed commercials with the EMEA
for a flexible and international technical
entity of a top global professional services
firm with an initial pilot agreement being
support capacity by utilising the abilities of our
freelancers. We signed a SOW, received a green
executed in early 1Q23. We are also working on
light on passing the externally audited vendor
potential opportunities with their Australian and
security & privacy assurance process, received a
Indian entities.
• We onboarded a new division of a global
transportation technology leader to our platform,
which is currently being used to support the
expansion of their North American operations
by procuring and managing freelancers for in-
store tasks. They plan to expand globally using
our platform and are leveraging our Local Jobs
capabilities for this engagement.
purchase order and personnel were undergoing
onboarding & training. We were very recently
informed that the division has been restructured
and merged into an internal division. While a
disappointment, the client has organised a
meeting to discuss other opportunities within the
200,000 employee organization.
Deloitte MyGigs
MyGigs is a Deloitte branded version of the Freelancer
A dedicated team of product managers and engineers
InSource platform tailored to meet the needs of
have been working closely with Deloitte to further tailor
Deloitte practitioners and tightly integrated with SAP
and enhance product and integration capabilities.
Fieldglass. Projects are posted both “internally” (to
Deloitte practitioners) and “externally” to the greater
Freelancer.com marketplace. Projects have risen
throughout the year with an average completed
external project size of $1,469. External projects are
also proving to be more liquid than internal projects,
with an average bid count of 8.3 and 3.5, respectively.
That liquidity will continue to grow as more freelancers
are onboarded through a comprehensive enterprise-
grade vetting process.
In 1Q23, the engineering services engagement will
expand as more Freelancer engineers are added.
Deloitte has also added a marketing capability to their
team. As the joint project starts to focus on activation
and marketing to Deloitte users.
046
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
FIG.20
DELOITTE MYGIGS
Global Fleet/
Field Services
In the quarter, we completed the technology
This paves the way for significantly higher volumes
integration of the Freelancer platform with the global
across all markets and provide a standardised,
computer & printer company’s CRM and workflow
automated single global solution.
management platform in several countries.
FIG.21
FIELD SERVICE ENGINEERS BASED IN INDIA UNDERTAKING TRAINING
AND CERTIFICATION, AND COMPLETING ON-SITE FIELD REPAIRS
047
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
In brief:
India: As of the time of writing this report, technical
Malaysia: Signed SOW, focusing on recruitment and
integration launched in Hyderabad, Pune and
training. Work orders launched in Feb ’23 in regional
Kolkata and is already live in Bangalore. Chennai,
areas to reduce turnaround times for repairs before
Ahmedabad and Delhi will go live on the 23rd February
expanding to metro areas.
then Mumbai on the following Monday. Focus on
enhancing freelancer experience and productivity.
Expanded service to Vizag and Lucknow, covering
10 out of 18 cities. A proposal in development for
installation work in India.
Indonesia: Contract extended across six cities with
high-quality work and great customer satisfaction.
Rest of World: Interest from across the globe with
presentations to country heads. Part consumption
compared to partners opened doors to Americas,
aiming to penetrate the break fix market. 13 countries
on the initial target list out of 50 regions.
Overall 2022 Review: Established groundwork for
Freelancer Global Fleet field services program. End-
Australia/New Zealand: Engagement extended,
to-end offering includes freelance support for cost
enabling expansion into any city. Cost-effective
savings, remote work, and seasonal fluctuations.
solution maintaining consistent volumes to explore
Expanded services to new cities and countries
other markets.
for consumer and commercial segments. Aim
to expand to installation work and penetrate the
Americas market.
NASA &
2022 was a great year for the NASA and U.S.
In November, Freelancer also awarded Phase 1 of
U.S. Government
Government project team. The key takeaway with this
the US$300,000 NOIS2-071 Counting Every Drop
engagement is that Freelancer is delivering high end,
Challenge in partnership with GEONOR on behalf of
sophisticated work, by high end freelancers, to major
Bureau of Reclamation, USDA Natural Resources
US government agencies.
Conservation Service (NRCS) and NASA. Seven
In October, Freelancer awarded Phase 2b of the US$1
million NOIS2-064 CommanDING Tech Challenge and
launched Phase 3 the following day. This task order is
in partnership with the National Institute of Standards
solutions were awarded US$10,000 each. The teams
have now joined Phase 2 where they will develop their
precipitation gauge prototype based on their Phase
1 White Paper.
and Technology’s Public Safety Communications
The following are the winning teams/individuals:
•
•
•
•
•
•
•
Rahavi Brothers (Canada) | Intelligent
Precipitation Measurement System (IPMS)
The Planet Earth (Canada)
PMASS (USA) | Precipitation Measurement
with Advanced Solid-state Sensors
PGRAWS (USA) | Precipitation Gauge
with Redundant Array of Weight Scales
Top Solvers (USA)
Orion Labs (USA)
Rixel (Hungary)
Research (PSCR) Division. In Phase 2b, contestants
developed their incident command dashboards
and presented them to the Judging Panel in virtual
meetings. Eight winners were awarded a total of
US$200,000 in cash prizes and a sensor package
each, for testing and developing their prototype,
valued at US$3,000.
The following are the winning teams/individuals
of Phase 2b:
•
•
•
•
•
•
•
•
BadVR, Inc. (United States)
Cloud Responder (United States)
Engineering Dynamics (United States)
Headwall (United States)
Red Volta (United States)
Televerse Robot, LLC (United States)
TurnRock Labs (United States)
Valoarus (United States)
048
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
The full list of task orders won to date:
ID
Sponsor
Skills
Value (AUD)
Task Order Purpose
NOIS2-090
National Institutes of Health
Genome Editing
$10,630,000
NOIS2-071
Bureau of Reclamation
Hydrologic Engineering
$590,200
Develop delivery systems to deliver genome editing
machinery to target cell types or specific tissues.
Develop new and improved designs for ground-based
precipitation measurement devices.
NOIS2-064
Department of Commerce –
National Institute of Standards
and Technology
UI/UX Design, Software
Development
$1,950,000
Advance incident command dashboard technologies
to allow for real-time tracking of assets, personnel, and
objects of interest.
NOIS2-068
NASA Aeronautics Research
Mission Directorate
Graphic Design
$85,162.13
Seek freelance graphic illustration and facilitation expertise.
NOIS2-069
NASA Aeronautics Research
Mission Directorate
English Transcription
Services
$8,840
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
NOIS2-038
NASA Game Changing
Development Program
Machine Learning,
Artificial Intelligence
$130,000
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.
NOIS2-039
Department of Commerce
– International Trade
Administration
UI/UX Design, Software
Development
$1,071,200
Promote cross-border data flows through the creation
of a data privacy certification software program.
NOIS2-043
Bureau of Reclamation
Computational
Fluid Dynamics
$721,500
Optimise and speed up the sparse matrix linear equations
solver for computational fluid dynamics models.
NOIS2-017
National Institute of Child
Health & Human Development
Data Science
$624,431.60
Identify factors and interventions that impact maternal
morbidity and severe maternal morbidity.
NOIS2-006
Bureau of Reclamation
Electrical Engineering
$486,834.40
Improve the reliability of hydropower plant generation.
By automating safety equipment testing and reducing
plant downtime.
049
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
Escrow.com
Escrow.com is the world’s largest and only multi-
Despite this drop, the Escrow.com business was
jurisdictional licensed online escrow company. There
profitable in FY22.
are fundamentally two sides of the Escrow business-
transactional which is the vast majority of the current
business and checkout which we are trying to pioneer
in the space of large value transactions.
February 2023 is shaping up to be the best month
since July 2022,possibly June 2022, and we are fairly
confident that 1Q23 GPV will be higher than 4Q22,
however volume has yet to fully return to the heights
Transactional volume flew in FY21 and 1H22 was the
seen in 2021/early 2022.
second highest half for Escrow GPV in the history of
the company (US$407m). From May 2022 volume
crashed with the crypto/tech wreck and general
economic contraction.
Over 75% of the fall in 4Q22 is attributable to the
decrease in the volume of domain name transactions,
a market segment in which Escrow.com has a
dominant position, which decreased by 20% from
Escrow.com Gross Payment Volume (GPV) in 4Q22
US$514M in FY21, to $411M in FY22. Global venture
was AU$189.5m down 48% on pcp or (US$124.5m
capital funding in FY22 fell 35% to US$445 billion.
down 53.2% on pcp). For the FY22, Escrow GPV
This drop followed through to a fall in “mega” domain
was $953.4m, down 11.7% on pcp (US$668.4m,
transactions ($10m+) where startups pay top dollar
down 17.3%).
for instant brand recognition and a permanent tail
wind for their marketing.
FIG.22
ESCROW.COM DOMAIN SALES
Through the first half of 2022, we saw many large value
a boom in VC funding certain sectors such as generative
transactions ($10–20m), particularly in the crypto space.
artificial intelligence. In 1Q23 we have already quoted a
We saw some signs of life in the latter part of the year,
‘mega’ domain transaction that would be a substantial lift
where our domain transaction volume had a 5.5% uplift
on our all-time record for a single domain transaction by
in 4Q22 at $83m from 3Q22’s $79m. We do, however,
several multiples and have seen one ‘mega’ transaction
expect to see it come strong back in FY23 as we expect
in the $10–20m range.
050
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
051
FIG.23
ESCROW.COM TOTAL DOMAIN NAME TRANSACTION VALUE PER QUARTER
FIG.24
ESCROW GROSS PAYMENT VOLUME (USD) BY QUARTER SINCE INCEPTION
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Product
For 1H23, the priorities for product are as follows:
Prioritise customer feedback
•
•
Provide a better partnership experience
Automate internal transaction processes
Improve the overall KYC experience to best in class
These reflect our commitment to designing a product
Reduce friction of the end-to-end transaction flow
Support more verticals and transaction types
that enhances user experience and is fully customer
centric in its design and transaction flow.
•
•
•
•
Partner Activity
In 4Q22, Escrow.com continued to introduce and
Estate vertical in 31 US states. We started outbound
support a diverse range of marketplaces and brokers,
sales for real estate and construction marketplaces
both existing and new partners. Towards the end of
with the goal of focusing on buyer deposits for real
December, we received approval from compliance to
estate bids.
get started on a specific pricing structure for the Real
M&A Marketplaces
Marketplaces for business acquisitions continued
focused on profitable software companies. We are
to be a strong vertical for partner growth. Escrow
also seeing increased volume coming through from
spent the year working closely with MicroAcquire to
app marketplaces including Flippa and Zipos Apps.
support their growth while MicroAcquire has excelled
Some of these marketplaces are also looking to
at small business acquisitions and have become
branch into full M&A of businesses, which Escrow.com
acquire.com to support larger business acquisitions.
will support.
They are the largest startup acquisition marketplace
IP Addresses
We continue to see growth in new IP address
We attended RIPE in Belgrade, Serbia as well as
platforms and growth opportunities. We continue
LACNIC 38 IP in Latin America. In FY23 we expect to
to see IP partners grow revenue with UAB Voldeta
release an IP transaction type and IP leasing with a
and HMB Holding GmbH in Europe both onboarding
number of partners.
last quarter.
Construction and Real
Towards the end of December, the sales team
of focusing on buyer deposits, as a jumping off point.
Estate Marketplaces
received approval from compliance for the Real Estate
Our first home renovation marketplace is preparing to
vertical in 31 US states. We started reaching to real
launch in 2Q23.
estate and construction marketplaces with the goal
Domain Names
We attended Namescon Global in Austin, Texas in
The focus on this vertical is to upgrade and automate
4Q22. New accounts included Stenning Limited, who
Domain Name Holding, streamline the client
subsequently closed their first transaction with us.
onboarding process and KYC, revamp partner tools,
Escrow will be attending the next NamesCon Global in
integrated partnership reports, and overall improve the
Austin, Texas at the end of May, 2023.
experience for our partners and their customers.
Other
We are equally focused on reaching out to big
Merchandise, etc.) and distribution channels:
prospects as new partners across verticals (IP,
payment aggregators, shopping carts, multicategory
Construction, Services, Domains, M&A, Vehicles,
marketplaces, and peer to peer payments.
052
FREELANCER LIMITED ANNUAL REPORT2022 Loadshift
DIRECTORS’ REPORT
The year 2022 was transformational for our freight
As explained in previous quarterlies, pre-merger in
division as we merged the Loadshift and Freightlancer
August ‘22, all loads expired in three days, which
platforms, which now entirely operates under the
resulted in a number of reposted jobs under the old
Loadshift brand, and running on the Freelancer
system. On the new marketplace, loads stay up until
enterprise stack. The Freightlancer brand has
awarded or expire in 30 days, so looking at the two
been decommissioned.
Total loads posted for FY22 were 74,096 (down 11.0%
on pcp). Total kilometres posted were 99,102,593
(down 16.5% on pcp), representing $350 million of
Notional Gross Load Value (up 7.4% on pcp).
numbers is not a direct comparison. Additionally, a
few accounts were banned that were cross posting
jobs to the old classifieds site but going off-site to
complete them. 4Q21 volume was also abnormally
high due to lockdowns (which ended in NSW &
Victoria in October 2021).
FIG.25
MAXTRAK MOBILE CRUSHER MOVED FROM HENDERSON WA TO UNANDERRA NSW IN 4Q22
•
•
•
•
•
•
Records achieved in 4Q22 include (note: compared
to the quarter immediately before):
2H22 GPV up 63.6% on 1H22
Average completed load size: $5,184
The key objective in FY23 is to transition the Loadshift
business to a marketplace model, where payments
flow through and a commission is levied.
The commission model is superior for a number of
reasons that are beneficial for all parties. One of the
Average freight charge: $3.49/km (up 21.6%
main advantages is the ability to “close the loop” by
on pcp)
All-time lowest median time from post to
first quote
providing visibility into the entire process. In the past,
the bulletin board had no information after a listing
was made, with no idea of which carrier performed the
load, whether it was done on-time, or whether quality
All-time record for most quotes/day, unique
work was performed.
shippers quoting/day
All-time lowest median time from post to first
quote (1.5 hours)
053
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
054
FIG.26
CATERPILLAR GRADER MOVED FROM BUNBURY, WA TO BATHURST, NSW
The regulatory environment has changed significantly
Additionally, integrations are now able to be performed
and now all participants in the movement of heavy
with platforms that need freight to be performed
freight are in the “Chain of Responsibility”. This means
every day (e.g. automotive, machinery or auctions),
that compliance and safety improves overall as the
adding a level of efficiency and streamlining previously
platform, being a trusted third party, is now ‘in the
not possible. An enhanced set of offerings are now
loop’ as to the movement of the freight and carriers,
available for both carriers and shippers, as well as
which results in an overall better experience for all
enterprise features such as invoicing financing (via a
parties involved.
Another major advantage is the secure payment
third party provider, Butn), makes the process more
convenient and efficient for all parties.
system through the marketplace, which prevents bad
Finally, carriers now have more flexibility in how
actors from running away from deposits or performing
they use the platform, they have the choice to either
poor service. Reputable carriers can earn feedback
pay a membership and a reduced commission, or
and reviews, which allows them to increase rates for
no membership and a 10% commission, providing
better services and differentiate themselves in the
them with the ability to choose what works best
market, thus creating a win-win situation for both
for them and their business, which results in a
carriers and shippers.
more customised and tailored experience for all
Shippers are no longer left to themselves either, as our
operations team liaises with both shipper and carrier
parties involved.
Additionally for 2023, the plan will be to increase
to ensure loads are completed successfully, providing
volume and conversion by:
a level of support and guidance that was previously
not available. Enterprise customers can take
advantage of our managed services, which includes
project management for complex movements, adding
a level of convenience and professionalism that was
•
•
previously not available.
Growing the carrier network
New features for shippers & carriers
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ REPORT
FIG.27
DAILY QUOTING CARRIERS (SINCE MERGER)
FIG.28
QUOTES PER DAY (SINCE MERGER)
FIG.29
GROUP FREIGHT POSTED SINCE INCEPTION (LOADS)
055
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
We continued to see significant increase in key
model) to 10% as of the date of this commentary
metrics and hit record numbers for GMV, number of
in February. Currently the bias in awarded jobs is
loads completed, number of quotes and number of
towards lower end jobs, as they more easily convert,
carriers quoting via the platform in 4Q22. We have
however we expect the award rate to continue to rise
lifted the award rate of jobs on the platform from
rapidly through FY23.
0% (no jobs being awarded under the bulletin board
FIG.30
LOADSHIFT AWARD RATE
New features were launched to increase load
conversion. The proforma invoice feature generates
proforma invoices for every quote submitted through
the system, which allows companies to have
the accounting documentation required for load
awarding. Other features such as SMS notifications
and insurance/certification verification were also
introduced. Carriers can now upload their insurance
and certification documents, and carriers with proper
certifications can showcase their credentials and
increase their reputation on the platform. Additionally,
the layout of the load view page was improved to
make it easier for carriers to scan and submit quotes.
As carriers take advantage of the features of the
platform, the feedback and reviews generated and
adopt the secure payment system, we expect the
award rate to grow by a number of multiples in FY23.
All in all, this resulted in the number of loads
completed under the marketplace model strongly
growing. This year will be a marquee year for the
Loadshift business as the number of completed loads
(and revenue) continues to rise under the new model.
This is reflected in Gross Payment Volume (GPV)
which is the most important for the division.
FIG.31
LOADSHIFT PROFORMA INVOICE
056
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
FIG.32
LOADSHIFT INSURANCE VERIFICATION
Looking forward to the rest of the year, we will be
marketplace with better notification and payment
continuing to improve the platform with a view
flow, GPS tracking, proof of delivery workflows,
to build the tools required for both carriers and
integration with other marketplaces, insurances, credit
shippers for end to end management of freight. This
management and fleet management tools.
includes features such as optimisation of the current
Freight Categories
The freight moved by the group is consistent with the
This is followed by vehicles, cars 11.8%, trucks 7.4%,
numbers prior to integration. It is diversified but primarily
pallets less than a load 8.7%, general part loads 7.9%
heavy machinery (21.2% mobile, 6.7% stationary) for the
and general full loads 7.7%.
mining, construction and industrial sectors.
FIG.33
FREIGHT CATEGORIES BY TYPE (%) IN 4Q22
057
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Review of Financial Performance
The Company achieved Net Revenue of $55.7 million in
Revenue excluding Escrow.com was $45.6 million
FY22 (down 3.1% on the previous corresponding period),
(down 1.1% on the previous corresponding period).
and Gross Payment Volume of $1,127.4 million (down
10.5% on the previous corresponding period).
Escrow.com revenue was $10.1 million (down
11.1% on the previous corresponding period).
FIG.34
NET REVENUE FOR THE FREELANCER GROUP BY FINANCIAL YEAR
1.
Gross Payment Volume (GPV) is calculated
2.
Take rate for the Marketplace segment is
as the total payments to Freelancer or Escrow
3% employer commission and 10% freelancer
users for products and services transacted
commission, which has not changed since 2010.
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.
3.
Core Freelancer FY22 GPV of A$173.9m. Escrow
FY22 GPV of US$668.4m, average AUD/USD FX
of 0.70109= A$953.5m
058
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
FIG.35
GROSS PAYMENT VOLUME (GPV) FOR THE FREELANCER GROUP BY YEAR
The Company’s gross margin of 84.3% in FY22
Operating expenses were 5.6% higher than the prior
compared to the previous corresponding period (FY21:
corresponding period. Payroll costs, which represent
83.1%), and remains within a consistent range since
49% of operating costs were up by 5.9% and marketing
2011. The Company’s cost of sales predominantly
costs were up by 21.4%. These increases were
consists of transaction costs that are incurred from
substantially as a result of a ramp up of employee and
the various gateways relied upon to process user
marketing expenses in 1H22 in anticipation of higher
payments, as well as various provisions taken for
revenues. In 2H22 the group implemented numerous
credit card chargebacks and fraud risks. Cost of sales
cost efficiencies across all expense categories.
also includes direct labour costs incurred in generating
Operating costs in 2H22 were 15.2% lower than
enterprise services revenue.
The Company reported an Operating NPAT (loss) of
$(5.3) million in FY22 (FY21: $(2.1) million). NPAT
(loss) was $(5.4) million in FY22, which included a tax
1H22. These cost efficiencies, together with ongoing
strategies to improve revenue growth will become
evident in FY23 as the group trends to profitability. As
of 31 January 2023, the company had 376 FTE staff.
benefit of $1.6 million (FY21: $(0.9) million).
The Company posted a negative operating cash flow
Operating NPBT (loss) was $(6.9) million in FY21
(FY21: $(3.0) million). The escrow.com division made
a NPBT of $0.4 million.
of $4.2 million in FY22 down from (FY21: $2.6 million).
Operating cash flow excludes $3.8 million (FY21: $3.5
million) of lease payments associated with office
premises, which have been reflected as finance costs
in accordance with AASB 16 Leases.
059
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
Balance Sheet
As at 31 December 2022, the Company held cash and
Trade and other payables includes user obligations
equivalents of $23.4 million and no net debt, down
(user balances and milestone payments held on
23% on FY21.
balance sheet). These decreased by 4% from FY21
Escrow ended the year with off balance sheet cash of
Operating cost efficiencies are expected to drive
$54.8 million. (FY21:$64.7 million).
profitability and will strengthen the balance sheet
Trade and other receivables include receivables from
various payment gateways and enterprise customers.
These decreased by 22% from FY21
in FY23.
Dividends paid or recommended
There have been no dividends paid or provided for the
The Company has established a Dividend
financial year ended 31 December 2022 (2021: nil).
Reinvestment Plan (DRP). The full terms and
conditions of the DRP are available on the Company’s
website, www.freelancer.com.
Significant changes in state of affairs
There have been no significant changes in the state
of affairs for the current financial year.
Subsequent Events
As at the date of this report, the Directors are not
financial years, the results of those operations in
aware of any circumstance that has arisen since 31
future financial years, or the Group’s state of affairs
December 2022 that has significantly affected, or may
in future financial years.
significantly affect the Group’s operations in future
Future developments
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.
Environmental regulations
The operations of the Group do not involve any
of any material issues affecting the Group or its
activities that have a marked influence on the
compliance with the relevant environment agencies
environment. As such, the Directors are not aware
or regulatory authorities.
060
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
Insurance and indemnification of Directors and Officers
During the financial year, the Group paid premiums
been disclosed as it is subject to the confidentiality
based on normal commercial terms and conditions
provisions of the insurance policy.
to insure all directors, officers and employees of the
Group against the costs and expenses in defending
claims brought against the individual while performing
services for the Group. The premium paid has not
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
in the financial report have been rounded off to the
nearest thousand dollars, unless otherwise stated.
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 were
Company during the financial year, with attendances
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
7
7
7
7
7
7
2
2
2
2
2
2
-
-
-
-
-
-
061
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS’ REPORT
Non-audit services
Details of amounts paid or payable to the auditor for
•
all non-audit services have been reviewed and
non-audit services provided during the year by the
approved to ensure that they do not impact the
auditor and its related parties amounted to $20,000
integrity and objectivity of the auditor; and
(2021: $40,000).
•
none of the services undermine the general
The Directors are satisfied that the provision of non-
principles relating to auditor independence as
audit services in the form of tax compliance services
set out in Code of Conduct APES 110 Code of
during the year by the auditor (or another person
Ethics for Professional Accountants issued by
or firm on the auditors’ behalf) is compatible with
the Accounting Professional & Ethical Standards
the general standard of independence for auditors
Board, including reviewing or auditing the
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:
auditors own work, acting in a management
or decision making capacity for the Company,
acting as advocate for the Company or jointly
sharing economic risks and rewards.
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.
Auditor’s independence declaration
The auditor’s independence declaration is included on
page 69 and forms part of the Directors’ Report for the
year ended 31 December 2022.
Shares issued under Employee Share Plan (ESP) or Long Term Incentive Plan (LTIP)
No ESP shares or LTIP share options have been
granted to Directors during the financial year. No ESP
shares or LTIP share options have been granted to
Directors since the end of the financial year.
Proceedings on behalf of Company
No proceedings have been brought or intervened in on
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.
062
FREELANCER LIMITED ANNUAL REPORT2022
DIRECTORS’ REPORT
Remuneration Report
This audited Remuneration Report for the Group
Key management personnel (KMP) comprise:
which forms part of the Directors’ Report for the
financial year ended 31 December 2022, details the
nature and amount of remuneration for each Director
and the Executives.
•
•
•
•
R.M. Barrie – Executive Chairman
S.A. Clausen – Non-Executive Director
D.N.J. Williams – Non-Executive Director
N.L. Katz – Chief Financial Officer and Company
Secretary
Remuneration policy
The performance of the Group depends upon the
The Nomination and Remuneration Committee
quality of its directors and executives. The Group
assesses the appropriateness of the nature
recognises the need to attract, motivate and retain
and amount of remuneration of Directors and
highly skilled directors and executives.
Executives on a periodic basis by reference to
The Board of Directors, through its Nomination and
Remuneration Committee, accepts responsibility
for determining and reviewing remuneration
arrangements for the Directors and Executives.
relevant employment market conditions, giving due
consideration to the overall profitability and financial
resources of the Group, with the objective of ensuring
maximum stakeholder benefit from the retention of a
high-quality Board and executive team.
Non-Executive
Fees and payments to Non-Executive Directors
determined by the Company in general meeting.
Director remuneration
reflect the demands which are made of the Directors
The most recent determination was at a General
in fulfilling their responsibilities. Non-Executive
Meeting held on 9 October 2013 where the
Director fees are reviewed annually by the Board. The
shareholders approved an aggregate remuneration
Constitution of the Company provides that the Non-
of $300,000. Annual Non-Executive Directors’ fees
Executive Directors of the Company are entitled to
currently agreed to be paid by the Company are
such remuneration, as determined by the Board, which
$25,000 (2021:$25,000) to S.A. Clausen and D.N.J.
must not exceed in aggregate the maximum amount
Williams inclusive of superannuation.
Executive and Executive
Fixed remuneration consists of base remuneration
Executive and Executive Director remuneration
Director remuneration
(which is calculated on a total cost basis and includes
levels are reviewed annually by the Nomination and
any fringe benefits tax charges related to employee
Remuneration Committee through a process that
benefits, including motor vehicles), as well as
considers the overall performance of the Group. The
employer contributions to superannuation funds.
Executive Directors are not paid any director fees in
addition to their fixed remuneration as Executives.
Performance
Performance based remuneration is at the discretion
to participate in the Company’s Employee Share Plan
based remuneration
of the Nomination and Remuneration Committee.
(ESP) or invitations to participate in the Company’s
These can take the form of cash bonuses, invitations
Long Term Incentive Plan (LTIP).
063
FREELANCER LIMITED ANNUAL REPORT
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
$
$
$
$
-
-
2,288
2,232
25,904
25,904
$
$
-
-
-
-
-
-
25,000
25,000
25,172
25,116
618,078
615,148
Executive Directors
S.A. Clausen
2022
2021
D.N.J. Williams
2022
2021
Executive Directors
R.M. Barrie
2022
2021
Other KMP
N.L. Katz
2022
2021
Total
2022
2021
-
-
-
-
-
-
-
-
569,096
23,078
569,096
20,148
25,000
25,000
22,884
22,884
-
-
-
-
378,319
21,512
27,600
94,500
521,931
357,314
18,242
27,600
39,815
442,971
47,884
947,415
44,590
47,884
926,410
38,390
55,792
55,736
94,500
1,190,181
39,815
1,108,235
The remuneration of key management personnel in the years ended 31 December 2022 and 2021 were 100%
fixed, and there is no link between remuneration and the market price of the Company’s shares.
064
FREELANCER LIMITED ANNUAL REPORT2022 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:
2022
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
2021
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
-
-
440,539
440,539
-
-
685,539
685,539
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(245,000)
(245,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
440,539
308,378
132,161
440,539
308,378
132,161
-
-
-
-
-
-
440,539
396,486
44,053
440,539
396,486
44,053
Ordinary share
Details of ordinary shares options in Payments Pty Ltd held directly,
options in subsidiary
indirectly or beneficially, by KMP, including their related parties, is as follows:
(Payments Pty Ltd)
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
2022
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
-
-
N.L. Katz
10,000,000
Total
2021
Directors
R.M. Barrie
D.N.J. Williams
Other KMP
N.L. Katz
Total
-
-
-
-
-
-
-
-
-
-
-
10,000,000
10,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000,000
9,000,000
1,000,000
10,000,000
9,000,000
1,000,000
-
-
-
-
10,000,000
10,000,000
10,000,000
10,000,000
-
-
-
-
065
FREELANCER LIMITED ANNUAL REPORT
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:
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
2022
Directors
R.M. Barrie1
195,281,931
S.A. Clausen
160,500,000
D.N.J. Williams2
10,758,165
Other KMP
N.L. Katz3
Total
2021
Directors
595,000
367,135,096
R.M. Barrie1
195,281,931
S.A. Clausen
160,500,000
D.N.J. Williams2
10,758,165
Other KMP
N.L. Katz3
Total
350,000
366,890,096
-
-
-
-
-
-
-
-
-
-
632,870
-
-
-
-
-
-
-
245,000
245,000
-
-
-
-
-
-
-
-
-
-
195,914,801
160,500,000
10,758,165
595,000
367,767,966
195,281,931
160,500,000
10,758,165
595,000
367,135,096
Loans to
The following loan balances are outstanding at
not be considered issued to participants until the
directors and key
the reporting date in relation to remuneration
corresponding loan has been repaid, at which time
management personnel
arrangements with Executive Directors and KMP in
there will be an increase in the issued capital and
respect of fully paid shares and shares issued under
increase in cash. Further information relating to the
the Employee Share Plan (ESP).
ESP is set out in Note 24 of the financial statements.
As the ESP is considered in substance a share
option, the ESP shares issued and corresponding
loan receivable are not recognised by the Group
in its financial statements. The ESP shares will
Loans provided in respect of fully paid shares are
recognized in the financial statements.
066
FREELANCER LIMITED ANNUAL REPORT2022
Directors:
R.M. Barrie
S.A. Clausen
D.N.J. Williams
Other KMP:
N.L. Katz*
Total loans to Directors and KMP
DIRECTORS’ REPORT
2022
$000
2021
$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.
1 1,279,500 shares as at 31 December 2022 (2021: 1,279,500) are held
directly or indirectly by related parties.
2 131,000 shares as at 31 December 2022 (2021: 131,000) are held
directly or indirectly by related parties.
3 131,000 shares as at 31 December 2022 (2021: 131,000) are held
directly or indirectly by related parties.
Executive
The employment terms and conditions of Group Executives and KMP are formalised in service agreements.
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.
067
FREELANCER LIMITED ANNUAL REPORT DIRECTORS’ REPORT
Other transactions
There were no other transactions conducted
The Directors’ Report, incorporating the Remuneration
with KMP or their
between the Group and KMP or their related parties,
Report, is signed in accordance with a resolution
related parties
other than those disclosed above relating to equity,
of the directors made pursuant to s298(2) of the
compensation and loans, that were conducted other
Corporations Act 2001.
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.
On behalf of the Directors
Matt Barrie
Chairman
22 February 2023
068
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ DECL ARATION
069
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 S307C 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 review of the financial report of Freelancer Limited for the year ended 31 December 2022, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a)the auditor independence requirements as set out in the Corporations Act 2001 inrelation to the review, and(b)any applicable code of professional conduct in relation to the reviewHall Chadwick (NSW) Level 40, 2 Park Street Sydney, NSW 2000 Sandeep Kumar Partner Dated: 22 February 2023FREELANCER LIMITED ANNUAL REPORT CONSOLIDATED STATEMENT
Consolidated Statement of Profit
or Loss and Other Comprehensive Income
For the year ended
31 December 2022
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
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:
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
2022
$000
55,660
(8,740)
46,920
1,993
2021
$000
57,419
(9,689)
47,730
2,155
(27,315)
(25,793)
(11,602)
(11,914)
(8,573)
(7,063)
(878)
(1,291)
(4,470)
(159)
(1,655)
(7,030)
1,617
(305)
(838)
(4,894)
(156)
(2,035)
(3,113)
856
(5,413)
(2,257)
250
279
(5,163)
(1,978)
(5,413)
(2,257)
-
-
(5,413)
(2,257)
(5,163)
(1,978)
-
-
(5,163)
(1,978)
Cents
(1.20)
(1.20)
Cents
(0.50)
(0.50)
32
32
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
070
FREELANCER LIMITED ANNUAL REPORT2022
Consolidated Statement of Financial Position
CONSOLIDATED STATEMENT
As at 31
December 2022
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
2022
$000
2021
$000
8
9
10
9
11
12
13
10
7
14
13
15
7
16
17
7
16
13
17
18
19
23,358
4,825
2,614
30,797
794
491
34,120
17,832
491
12,520
66,248
30,316
6,448
2,191
38,955
732
639
34,119
18,753
496
11,633
66,372
97,045
105,327
39,647
5,562
121
18
2,798
685
48,831
4,622
960
15,519
648
21,749
41,259
5,709
121
43
2,871
846
50,849
5,605
822
16,082
639
23,148
70,580
73,997
26,465
31,330
38,918
1,288
38,779
4,764
(17,415)
(15,887)
3,674
26,465
3,674
31,330
The above statement of financial position should be read in conjunction with the accompanying notes.
071
FREELANCER LIMITED ANNUAL REPORT
CONSOLIDATED STATEMENT
Consolidated Statement of Changes in Equity
For the year ended
31 December 2022
Attributable to owners of Freelancer Limited
Contributed
Equity
$000
Note
Share
Based
Payments
$000
Foreign currency
translation
reserve
$000
(Accumulated
losses)
$000
Non-
controlling
interests
$000
Total
Equity
$000
Balance at 1 January 2021
38,446
4,903
(574)
(13,630)
20
29,165
-
-
-
-
-
-
-
-
-
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 capital
contributed by
non-controlling interests
Contributions of equity
arising from repayment
of ESP loans
Share based payments
Balance at 31
December 2021
18
24
-
333
-
156
-
(2,257)
279
-
279
(2,257)
-
-
-
(2,257)
279
(1,978)
-
-
-
-
-
-
3,654
3,654
-
-
333
156
38,779
5,059
(295)
(15,887)
3,674
31,330
Attributable to owners of Freelancer Limited
Contributed
Equity
$000
Note
Share
Based
Payments
$000
Foreign currency
translation
reserve
$000
(Accumulated
losses)
$000
Non-
controlling
interests
$000
Total
Equity
$000
Balance at 1 January 2022
38,779
5,059
(295)
(15,887)
3,674
31,330
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:
Shares issued during
the year
Share based
payments reserve no
longer required
Share based payments
Balance at 31
December 2022
139
-
-
(3,885)
159
-
(5,413)
250
-
250
(5,413)
-
-
-
-
3,885
-
-
-
-
-
-
-
(5,413)
250
(5,163)
139
-
159
38,918
1,333
(45)
(17,415)
3,674
26,465
The above statement of changes in equity should be read
in conjunction with the accompanying notes.
072
FREELANCER LIMITED ANNUAL REPORT2022
Consolidated Statement of Cash Flows
For the year ended
31 December 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Income taxes paid
CONSOLIDATED STATEMENT
Note
2022
$000
2021
$000
58,128
60,990
(60,458)
(56,164)
99
56
(1,653)
(2,034)
(295)
(205)
2,643
(429)
(7,662)
(8,091)
Net cash (outflow)/inflow from operating activities
31
(4,179)
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
(148)
(1)
(149)
Contributions of equity arising from repayment of ESP loans
18
-
333
Repayment of lease liabilities
Issue of shares in subsidiaries
Net cash inflow/(outflow) from financing activities
Net (decrease) 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
8
(3,845)
(3,479)
-
(3,845)
(8,173)
30,316
1,215
23,358
3,654
508
(4,940)
34,341
915
30,316
The above statement of cash flows should be read in conjunction with the accompanying notes.
073
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
Notes to the Financial Statement
For the year ended 31 December 2022
Contents of the notes to the
consolidated financial statements
NOTE CONTENTS
01. Reporting entity
02. Basis of preparation
PAGE
075
075
03. Financial risk management 076
04. Operating segments
05. Revenue
06. Expenses
07.
Income tax
080
082
084
085
NOTE CONTENTS
19. Equity – reserves
PAGE
097
20. Key management
personnel disclosures
098
21. Remuneration of auditors
099
22. Contingent liabilities
099
23. Commitments
for expenditure
24. Share based payments
100
100
08. Cash and cash equivalents 087
25. Related party transactions 107
09. Trade and other receivables 087
26. Parent entity information
107
10. Other assets
11. Plant and equipment
12.
Intangible assets
13. Leases
089
089
091
093
14. Trade and other payables
094
15. Borrowings
16. Provisions
17. Contract liabilities
18. Contributed equity
094
095
096
096
27. Business Combinations
108
28.
Interests in
controlled entities
109
29. Fair value measurements
110
30. Events occurring after
the reporting date
110
31. Reconciliation of loss after
tax to net cash flow from
operating activities
110
32. Earnings per share (EPS)
111
33. Other significant
accounting policies
112
074
FREELANCER LIMITED ANNUAL REPORT2022
NOTES TO THE FINANCIAL STATEMENT
01. Reporting entity
Freelancer Limited (the Company) is a company
The Group is a for-profit entity and primarily is involved
domiciled in Australia. The address of the Company’s
in operating an online marketplace for services and
registered office is Level 37, Grosvenor Place, 225
providing escrow payment services. The separate
George Street, Sydney, NSW, 2000. The consolidated
financial statements of the parent entity, Freelancer
financial statements of the Company as at and for the
Limited, have not been presented within this financial
year ended 31 December 2022 comprise the Company
report as permitted by the Corporations Act 2001.
and its subsidiaries (together referred to as the Group
and individually as Group entities).
02. Basis of preparation
These general purpose financial statements have been
of applying the Group’s accounting policies. The areas
prepared in accordance with Australian Accounting
involving a higher degree of judgement or complexity, or
Standards and Interpretations issued by the Australian
areas where assumptions and estimates are significant
Accounting Standards Board and the Corporations
to the financial statements are disclosed in Note 33(g).
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.
(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.
(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.
(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.
(h) Materiality
These consolidated financial statements have included
information that is deemed to be material and relevant
to the understanding of the financial statements.
(c) Functional and presentation currency
Disclosure may be considered material and relevant if
These consolidated financial statements are
presented in Australian dollars, which is the
Company’s functional currency
(d) Critical accounting estimates
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
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
management to exercise its judgement in the process
important to future performance.
075
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
03. Financial risk management
Financial risk
The Group’s activities expose it to a variety of financial
Risk management is carried out by senior finance
management policies
risks: market risk (including currency risk), credit risk
executives (Finance) under policies approved by the
and liquidity risk. The Group’s overall risk management
Board of Directors (Board). These policies include
program focuses on the unpredictability of financial
identification and analysis of the risk exposure of
markets and seeks to minimise potential adverse
the Group and appropriate procedures, controls and
effects on the financial performance of the Group. The
risk limits. Finance identifies, evaluates and hedges
Group uses different methods to measure different
financial risks within the Group’s operating units.
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:
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
2022
$000
2021
$000
8
9
14
13
23,358
5,619
28,977
39,647
21,081
60,728
30,316
7,180
37,496
41,259
21,791
63,050
The carrying value of the assets and liabilities
Amortised cost is calculated as the amount at which
disclosed in the table above closely approximates
the financial asset or financial liability is measured
or equals their fair value. The carrying amounts of
at initial recognition less principal repayments and
trade receivables and trade and other payables are
any reduction for impairment, and adjusted for any
assumed to approximate their fair values due to their
cumulative amortisation of the difference between
short-term nature.
that initial amount and the maturity amount calculated
Initial recognition and measurement
Financial assets and financial liabilities are recognised
when the entity becomes a party to the contractual
provisions of the instrument. For financial assets, this
is equivalent to the date that the Group commits itself
to either purchase or sell the asset (i.e. trade date
accounting is adopted).
using the effective interest method.
The effective interest method is used to allocate
interest income or interest expense over the relevant
period and is equivalent to the rate that exactly
discounts estimated 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
Financial instruments are initially measured at fair
the financial instrument to the net carrying amount of
value plus transaction costs, except where the
the financial asset or financial liability.
instrument is classified “at fair value through profit or
loss”, in which case transaction costs are expensed to
profit or loss immediately.
Revisions to expected future net cash flows will
necessitate an adjustment to the carrying amount with
a consequential recognition of an income or expense
Classification and subsequent measurement
item in profit or loss.
Financial instruments are subsequently measured at
The Group does not designate any interests
fair value, amortised cost using the effective interest
in subsidiaries, associates or joint venture
method, or cost. Where available, quoted prices in an
entities as being subject to the requirements of
active market are used to determine fair value. In other
Accounting Standards specifically applicable to
circumstances, valuation techniques are adopted.
financial instruments.
076
FREELANCER LIMITED ANNUAL REPORT2022
NOTES TO THE FINANCIAL STATEMENT
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
if, there is objective evidence of impairment as a result
of one or more events (a “loss event”) having occurred,
which has an impact on the estimated future cash flows
of the financial asset(s).
measured at amortised cost. Gains or losses are
When the terms of financial assets that would otherwise
recognised in profit or loss through the amortisation
have been past due or impaired have been renegotiated,
process and when the financial asset is derecognised.
the Company recognises the impairment for such
Held-to-maturity investments
financial assets by taking into account the original terms
as if the terms have not been renegotiated so that the
Held-to-maturity investments are non-derivative
loss events that have occurred are duly considered.
financial assets that have fixed maturities and fixed
or determinable payments, and it is the Company’s
(a) Market risk
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.
Impairment
At the end of each reporting period, the Group assesses
whether there is objective evidence that a financial
asset has been impaired. A financial asset (or a group
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.
The Group’s exposure to foreign currency exchange risk
at the reporting date, expressed in each currency, was
of financial assets) is deemed to be impaired if, and only
as follows:
2022
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
4,282
9,487
Trade receivables
1,368
1,142
109
43
648
1,093
302
8,133
1,015
347
54,099
175
309
14
523
437
263
44,060
Other
financial assets
2,174
207
-
26
-
-
14,352
-
10
221
Payables
(2,067)
(1,566)
(1)
(155)
(3)
(12)
(8,482)
(15)
(238)
5,022
193
377
-
29
User obligations
(2,636)
(15,586)
(168)
(968)
(829)
(253)
(2,590)
(2,587)
(1,011)
(64,345)
(305)
Net exposure
3,121
(6,316)
(17)
(274)
570
51
11,936
(1,150)
(629)
39,057
294
077
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
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
161
845
1,334
401
10,784
1,067
Trade receivables
4,330
318
40
142
384
32
681
469
Other
financial assets
1,711
239
Payables
(1,258)
(1,448)
-
-
29
(14)
-
-
-
13,617
(5)
(52,738)
-
-
785
293
72,541
22,164
150
525
5
258
-
(59)
(66)
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)
(40)
28,587
276
The Group had net liabilities of $10,809,000
against the Australian dollar in the short term
denominated in foreign currencies as at 31 December
subsequent to 31 December 2022. The table
2022 (comprising assets of $24,070,000 less liabilities
summarises the range of possible outcomes that
of $34,880,000). The Group had net liabilities of
would affect the Group’s net profit and equity as a
$9,007,000 denominated in foreign currencies as at
result of foreign currency movements on year end
31 December 2021 (comprising assets of $28,772,000
foreign denominated assets and liabilities.
less liabilities of $37,779,000).
The impact of potential movements in exchange
The analysis below reflects management’s view of
rates on the profit or loss is as follows:
possible movements in relevant foreign currencies
AUD to USD
(Range +5% to -5%)
AUD to NZD
(Range +5% to -5%)
AUD to GBP
(Range +5% to -5%)
AUD to HKD
(Range +5% to -5%)
AUD to SGD
(Range +5% to -5%)
AUD to PHP
(Range +5% to -5%)
AUD to EUR
(Range +5% to -5%)
AUD to CAD
(Range +5% to -5%)
AUD to INR
(Range +5% to -5%)
Net movement
2022
$000
2021
$000
High
442
1
23
(5)
(3)
(15)
86
32
(33)
528
Low
(489)
(1)
(26)
6
3
17
(95)
(36)
37
(584)
High
280
1
20
(4)
(7)
39
87
1
(25)
392
Low
(310)
(2)
(22)
4
7
(43)
(96)
(1)
28
(435)
Price risk
Cash balances
The Group is not exposed to significant equities
As at 31 December 2022 the Group had $23,358,000
price risk.
Interest rate risk
(2021: $30,316,000) held in bank accounts and online
wallets. The Group’s cash balances are predominantly
held in interest bearing bank accounts. Funds that
The Group is not exposed to any significant interest
are excess to short term liquidity requirements are
rate risk.
generally invested in short term deposits.
078
FREELANCER LIMITED ANNUAL REPORT2022
NOTES TO THE FINANCIAL STATEMENT
(b) Credit risk
Credit risk refers to the risk that a counterparty will
default on its contractual obligations resulting in
financial loss to the Group. The maximum exposure to
credit risk at the reporting date to recognised financial
assets is the carrying amount, net of any provisions
for impairment of those assets, as disclosed in
the statement of financial position and notes to
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.
the financial statements. The Group does not hold
Maturities of financial assets
any collateral.
Credit risk is managed by a risk assessment
process for all customers, which takes into account
past experience.
(c) Liquidity risk
The following table details the Group’s remaining
contractual maturity for its financial instrument
assets. The table has been drawn up based on the
undiscounted cash flows of financial assets based
on the earliest date on which the financial assets are
required to be paid. The tables include both interest
Liquidity risk management requires the Group to
and principal cash flows disclosed as remaining
maintain sufficient liquid assets (mainly cash and
contractual maturities and therefore these totals may
cash equivalents) to be able to pay debts as and when
differ from their carrying amount in the statement of
they become due and payable.
financial position.
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
2022
Note
$000
$000
$000
$000
Remaining
contractual
maturities
$000
Non-derivatives
Non-interest bearing
Trade Receivables
2021
Non-derivatives
Non-interest bearing
Trade Receivables
2,008
2,008
1,648
1,648
4,408
4,408
-
-
8,064
8,064
2,064
2,064
2,001
2,001
5,139
5,139
918
918
10,122
10,122
Maturities of financial liabilities
The following table details the Group’s remaining
required to be paid. The tables include both interest
contractual maturity for its financial instrument
and principal cash flows disclosed as remaining
liabilities. The table has been drawn up based on the
contractual maturities and therefore these totals may
undiscounted cash flows of financial liabilities based
differ from their carrying amount in the statement of
on the earliest date on which the financial liabilities are
financial position.
079
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
2022
Note
$000
$000
$000
$000
Non-derivatives
Non-interest bearing
Trade Receivables
14
Lease liabilities
2021
Non-derivatives
Non-interest bearing
Trade Receivables
Lease liabilities
14
13
39,649
5,562
45,211
41,259
5,709
46,968
-
6,033
6,033
-
4,485
4,485
-
13,446
13,446
-
11,597
11,597
-
-
-
-
-
-
Remaining
contractual
maturities
$000
39,649
25,041
64,690
41,259
21,791
63,050
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
The CODM assess the performance of the operating
consistent with the internal reporting provided to the
segments based on a measure of revenue and operating
chief operating decision maker. These include items
EBITDA (earnings before share based payments,
directly attributable to a segment as well as those that
interest, tax, depreciation and amortisation). The
can be allocated on a reasonable basis. Unallocated
accounting policies adopted for internal reporting to
items comprise mainly corporate assets (primarily
the CODM are consistent with those adopted in the
the Company’s headquarters), head office expenses,
financial statements.
and 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 the Group has staff and operations
Identification of reportable operating segments
in Philippines, United Kingdom, Argentina, the United
The Group is organised into two operating segments:
namely an online marketplace and online payment
services. These segments are based on the internal
reports that are reviewed and used by the CODM
States and Canada in addition to Australia, these
geographic operations are considered, based on internal
management reporting and the allocation of resources
by the Group’s CODM, as one geographic segment.
in assessing performance and in determining the
The information reported to the CODM is at least
allocation of resources (AASB 8 para. 5(b)).
on a monthly basis.
080
FREELANCER LIMITED ANNUAL REPORT2022
NOTES TO THE FINANCIAL STATEMENT
Year end 31 December 2022
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
Segment Assets At 31 December 2022
Segment assets
Intergroup eliminations
Deferred tax assets
Intangibles
Total assets
Segment liabilities At 31 December 2022
Segment liabilities
Intergroup eliminations
Deferred tax liabilities
Total liabilities
45,591
45,591
(1,459)
(159)
(4,224)
(1,607)
(7,449)
46,760
(1,497)
-
-
10,069
10,069
713
-
(248)
(46)
419
6,542
-
-
-
45,263
6,542
(63,225)
-
-
(63,225)
(4,231)
1,497
-
(2,734)
55,660
55,660
(746)
(159)
(4,472)
(1,653)
(7,030)
1,617
(5,413)
53,302
(1,497)
12,520
32,720
97,045
(67,456)
1,497
(4,621)
(70,580)
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
Segment Assets At 31 December 2021
Segment assets
Intergroup eliminations
Deferred tax assets
Intangibles
Total assets
Segment Assets At 31 December 2021
Segment liabilities
Intergroup eliminations
Deferred tax liabilities
Total liabilities
46,099
46,099
2,059
(156)
(4,702)
(1,981)
(4,780)
-
54,006
(2,673)
-
-
11,320
11,320
1,913
-
(191)
(55)
1,667
-
9,641
-
-
-
57,419
57,419
3,972
(156)
(4,893)
(2,036)
(3,113)
856
(2,257)
63,647
(2,673)
11,633
32,720
51,333
9,641
105,327
(65,042)
-
-
(65,042)
(6,022)
2,672
-
(3,350)
(71,064)
2,672
(5,605)
(73,997)
081
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
05. Revenue
The Company’s net revenues result from transaction
contact are completed. Under AASB 15: Revenue
and other fees generated in its online marketplaces
from Contracts with Customers, this happens over
and in providing online escrow services. Revenues
time. The Group has an enforceable right to payment
are recognised when evidence of an arrangement
for work completed to date and therefore, revenue is
exists, the fee is fixed and determinable, no significant
recognised over time. The Group considers the cost-
obligation remains and collection of the receivable is
to-cost method an appropriate measure of progress
reasonably assured. Amounts disclosed as revenue
for the completion of the performance obligation. The
are net of refunds and amounts collected on behalf of
cost-to-cost method is based on the proportion of
third parties. Where services have not been provided
costs incurred for work performed to date relative to
but the Company is obligated to provide the services
the estimated total contract costs.
in the future, revenue recognition is deferred. Provision
for doubtful accounts and transaction losses are
made at the time of revenue recognition based on
the Company’s historical experience. The provision
for doubtful accounts and transaction losses are
recorded as charges to cost of sales.
A customer is billed for the project services when
a certain series of milestones have been achieved.
A contract asset is recognised for revenue
recognised but not yet billed due to the milestone
billing arrangement. Once an invoice is issued, the
corresponding contract asset is reclassified to trade
Revenue is recognised for the major business
receivables. A contract liability is recognised if the
activities as follows:
Marketplace services
milestone payment exceeds the revenue recognised
to date under the cost-to-cost method. No significant
financing components have been identified in the
The Group enters into short-term contracts with
contracts with customers, as the period between the
customers for marketplace services. Such contracts
payment and the recognition of revenue (cost-to-cost
are entered into before the delivery of the service
method) is always less than 12 months.
which is paid in advance of receipt of the service.
The performance obligation is the delivery of the
Interest income
service which is recognised by the system controls.
Interest revenue is recognised using the effective
The system does not draw fees from the customer
interest rate method, which, for floating rate financial
until the delivery of the service. Therefore, revenue
assets, is the rate inherent in the instrument.
is recognised at a point in time upon delivery of the
service when the system recognizes that the service
Government grants
has completed. No rebates or volume discounts are
Government grants are recognised at fair value where
provided to customers.
Payment services.
there is reasonable assurance that the grant will be
received and all grant conditions will be met. Grants
relating to expense items are recognised as income
The Group enters into both long-term and short-term
over the periods necessary to match the grant to the
contracts with customers for payment services.
costs it is compensating.
In respect of long-term contracts, revenue is
recognised over the period of the contract. In respect
Sublease rent
of short-term contracts, revenue is recognised by
Sublease rental income of office space is recognised
reference to stage of completion of the services
on a straightline basis over the term of the sub-lease.
as this is consistent to the pattern of performance
The Company recognises the right-of-use asset
obligation i.e. availability of the open transaction to
resulting from the head lease. Refer to Note 13.
be executed progressively in the future and on the
Escrow.com platform.
Enterprise Services
The enterprise services revenue stream focuses on
projects negotiated with customers to meet their
needs on short to long-term contracts. Revenue is
recognised when milestones as determined in the
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.
082
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
2022
$000
42,305
10,069
3,286
55,660
99
1,834
60
1,993
2021
$000
43,374
11,320
2,725
57,419
56
1,834
265
2,155
57,653
59,574
Sales revenue
Marketplace and payment services
Payment services
Enterprise services
Other revenue
Interest income
Sublease rent
Other
Total revenue
083
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
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
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
Interest expense on lease liability
2022
$000
24,771
2,974
27,745
6,051
1,478
1,477
1,156
723
717
2021
$000
23,325
2,648
25,973
6,009
1,324
1,763
1,013
771
1,034
11,602
11,914
7,780
686
107
8,573
292
4,178
4,470
878
878
1,291
1
1,654
5,457
744
862
7,063
267
4,627
4,894
307
307
838
1
2,034
1 Inclusive of employee expenses included in cost of sales
Total employee benefits expenses are inclusive of:
Short-term obligations
Employee benefits that are expected to be settled
within 12 months have been measured at the amounts
expected to be paid when the liabilities are settled,
plus related on-costs. The liability for annual leave
is recognised in the provision for employee benefits.
All other short-term employee benefit obligations are
presented as payables.
084
FREELANCER LIMITED ANNUAL REPORT2022 07. Income tax
NOTES TO THE FINANCIAL STATEMENT
Other long-term employee benefit obligations
Short-term incentive plans
Employee benefits payable later than 12 months have
The Group recognises a liability and an expense
been measured at the present value of the estimated
for bonuses payable under short term incentive
future cash outflows to be made for those benefits.
plans. Short term incentive plans are based on the
In determining the liability, consideration is given to
achievement of targeted performance levels that
employee wages increases and the probability that
may be set at the beginning of each financial year.
the employee may satisfy any vesting requirements.
The Group recognises a liability to pay out short
Those cash flows are discounted using market
term incentives when contractually obliged based on
yields on national government bonds with terms to
the achievement of the stated performance levels,
maturity that match the expected timing of cash flows
or where there is a past practice that has created a
attributable to employee benefits.
constructive obligation.
The income tax expense or revenue for the period is
to recover or settle the carrying amount of its assets
the tax payable on the current period’s taxable income
and liabilities.
based on the applicable tax rate for each jurisdiction
adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to
unused tax losses.
The current income tax charge is calculated on the
basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries
where the Company’s subsidiaries operate and
generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where
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.
appropriate on the basis of amounts expected to be
A deferred tax asset is recognised for unused tax losses,
paid to the tax authorities.
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is
not recognised for:
•
temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
a business combination and that affects neither
accounting nor taxable profit or loss.
tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will
be available against which they can be utilised. Deferred
tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
In determining the amount of current and deferred
tax the Group takes into account the impact of
uncertain tax positions and whether additional taxes
and interest may be due. This assessment relies on
estimates and assumptions and may involve a series
•
temporary differences related to investments in
of judgements about future events. New information
subsidiaries, associates and jointly controlled
may become available that causes the Group to
entities to the extent that the Group is able
change its judgement regarding the adequacy of
to control the timing of the reversal of the
existing tax liabilities; such changes to tax liabilities
temporary differences and it is probable that they
will impact the tax expense in the period that such a
will not reverse in the foreseeable future.
determination is made.
•
taxable temporary differences arising on the
The Company and its wholly-owned Australian
initial recognition of goodwill.
resident entities are part of a tax consolidated
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,
group. As a consequence, all members of the tax-
consolidated group are taxed as a single entity. The
head entity within the tax-consolidated group is
Freelancer Limited.
085
FREELANCER LIMITED ANNUAL REPORT 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
Under/(Over) provision in prior years
Non Taxable income
Other non-allowable items
Income tax (benefit)
(c) Deferred tax assets
The balance comprises temporary differences attributable to:
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
Net deferred tax assets
Movements:
Opening balance at beginning of year
Credited to the profit or loss statement
Exchange differences
Closing balance at end of year
2022
$000
2021
$000
249
(1,866)
(1,617)
(854)
(1,012)
(1,866)
(7,065)
(2,120)
-
38
48
336
81
-
171
(1,027)
(856)
(661)
(365)
(1,026)
(3,115)
(934)
(11)
(114)
47
(33)
5
184
(1,617)
(856)
429
178
-
576
1,138
28
5,401
4,565
205
357
151
(9)
430
1,101
39
6,216
3,000
348
12,520
11,633
11,633
10,965
855
32
661
7
12,520
11,633
086
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
(109)
(242)
(4,271)
(4,622)
5,605
(1,012)
29
4,622
-
18
66
(181)
(205)
(5,219)
(5,605)
5,957
(365)
13
5,605
-
43
66
(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) 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%
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
or less that are readily convertible to known amounts
and cash equivalents includes cash on hand, deposits
of cash and which are subject to an insignificant risk
held at call with banks, other short term highly liquid
of changes in value, and bank overdrafts.
investments with original maturities of three months
Current
Cash at bank and on hand
Term deposits
Total cash and cash equivalents
09. Trade and other receivables
2022
$000
2021
$000
20,623
27,593
2,735
2,723
23,358
30,316
Trade receivables are recognised initially at fair value
Trade receivables are generally due for settlement no
and subsequently measured at amortised cost using
more than 30 days from the date of recognition. They
the effective interest method, less provision for
are presented as current assets unless collection
impairment. This provision includes amounts that are
is not expected for more than 12 months after the
not considered to be recoverable from debtors and
reporting date.
amounts that are expected to be credited to debtors.
087
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Collectability of trade receivables is reviewed on an
The Group applies the simplified approach to providing
ongoing basis. A provision for impairment of trade
for expected credit losses prescribed by AASB 9, which
receivables is established when there is objective
permits the use of the lifetime expected loss provision
evidence that the Group will not be able to collect all
for all trade receivables. To measure the expected credit
amounts due according to the original terms of the
losses, trade receivables have been grouped based on
receivables. Significant financial difficulties of the
shared credit risk characteristics and the days past due.
debtor, probability that the debtor will enter bankruptcy
The loss allowance provision as at 31 December 2022
or financial reorganisation, and default or delinquency
is determined as follows; the expected credit losses
in payments are considered indicators that the
also incorporate forward-looking information.
trade receivable is impaired. In addition, the trade
receivables balances are considered for credit notes
that are expected to be raised against individual and
collective balances.
The “amounts written off” are all due to customers
declaring bankruptcy, or term receivables that have
now become unrecoverable.
Current
Trade receivables
Payment gateway receivables
2022
$000
6,534
1,859
2021
$000
7,672
2,241
Less: provisions for impairment of receivables
(3,795)
(3,669)
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
4,598
227
4,825
794
5,619
3,669
(107)
233
3,795
6,244
204
6,448
732
7,180
3,518
(53)
204
3,669
4,194
4,929
358
182
3,659
(3,795)
4,598
915
491
3,578
(3,669)
6,244
(c) Expected losses
2022
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
Total
$000
Expected loss rate (% of Aged Receivables)
Gross carrying amount
Loss allowing provision
5%
228
228
33.79%
58.79%
91.25%
121
121
107
107
3,339
3,339
3,795
3,795
088
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
2021
Expected loss rate
Gross carrying amount
Loss allowing provision
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
-
-
-
14%
129
129
30.78%
94.74%
151
151
3,389
3,389
Total
$000
3,669
3,669
10. Other assets
Current
Prepayments
Other
Total current other assets
Non-current
Security deposits
Total non-current other assets
2022
$000
2021
$000
2,276
338
2,614
491
491
1,996
195
2,191
496
496
Total other assets
3,105
2,687
11. Plant and equipment
Plant and equipment is stated at historical cost less
the expected net cash flows that will be received from
depreciation, amortisation and impairment losses.
the asset’s employment and subsequent disposal. The
Historical cost includes expenditure that is directly
expected net cash flows have not been discounted in
attributable to the acquisition of the items.
determining recoverable amounts.
The carrying amount of plant and equipment is
Depreciation of all fixed assets is calculated using
reviewed annually by directors to ensure it is not in
the straight-line method to allocate their cost, net of
excess of the recoverable amount from these assets.
their residual values, over their estimated useful lives,
The recoverable amount is assessed on the basis of
as follows:
Fixtures and fittings
Office and computer equipment
Software
Leasehold improvements
4–5 years
4–5 years
3 years
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
Gains and losses on disposals are determined by
reviewed, and adjusted if appropriate, at the end of
comparing proceeds with the carrying amount. These
each reporting period.
An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated
recoverable amount.
gains or losses are recognised in the profit and loss
in the period in which they arise. When revalued
assets are sold, amounts included in the revaluation
surplus relating to that asset are transferred to
retained earnings.
089
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
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
2022
$000
2021
$000
3,221
(2,736)
485
503
(499)
4
2
(1)
1
440
(439)
1
3,109
(2,480)
629
502
(495)
7
2
-
2
451
(450)
1
Total carrying value of plant and equipment
491
639
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
Fixtures
and fittings
$000
Software
$000
Leasehold
improvements
$000
Balance at 1 January 2021
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2021
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2022
351
534
-
(256)
629
140
-
(284)
485
15
3
-
(11)
7
4
-
(7)
4
-
2
-
-
2
-
-
(1)
1
1
-
-
-
1
-
-
-
1
Total
$000
367
539
-
(267)
639
144
-
(292)
491
090
FREELANCER LIMITED ANNUAL REPORT2022
NOTES TO THE FINANCIAL STATEMENT
12. Intangible assets
Goodwill
Intellectual Property
Goodwill is initially recorded at the amount by which
Intellectual property is valued at cost of acquisition.
the purchase price for a business combination exceeds
Intellectual property is tested for impairment
the fair value attributed to the interest in the net fair
annually or more frequently if events or changes in
value of identifiable assets, liabilities and contingent
circumstances indicate that it might be impaired,
liabilities acquired at date of acquisition. Goodwill is not
either individually or at the cash generating unit level.
amortised. Instead goodwill is tested for impairment
Useful lives are also examined on an annual basis
annually or more frequently if events or changes in
and adjustments, where applicable, are made on a
circumstances indicate that it might be impaired and is
prospective basis.
carried at cost less accumulated impairment losses.
Trademarks
Domain Names
Trademarks are valued at cost of acquisition and are
Domain names are valued at cost of acquisition.
amortised on a straight-line basis over the period
Domain names are tested for impairment annually or
in which the benefits are expected to be realised.
more frequently if events or changes in circumstances
Trademarks are tested for impairment where an
indicate that it might be impaired, either individually or
indicator of impairment exists, either individually or
at the cash generating unit level. Useful lives are also
at the cash generating unit level. Useful lives are also
examined on an annual basis and adjustments, where
examined on an annual basis and adjustments, where
applicable, are made on a prospective basis.
applicable, are made on a prospective basis.
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
2022
$000
2021
$000
4,938
(28)
4,910
2,198
-
2,198
27,012
-
4,938
(28)
4,910
2,198
-
2,198
27,011
-
27,012
27,011
Total carrying value of intangible assets
34,120
34,119
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:
Domain names
$000
Intellectual property
$000
Goodwill
$000
Balance at 1 January 2021
Additions
Balance at 31 December 2021
4,910
-
4,910
2,198
-
2,198
19,349
7,662
27,011
Total
$000
26,457
7,662
34,119
091
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Domain names
$000
Intellectual property
$000
Goodwill
$000
Additions
Balance at 31 December 2022
-
4,910
-
1
2,198
27,012
34,120
Total
$000
1
The Directors have determined the useful life of
calculation using a discounted cash flow model,
domain names is indefinite and subject to an annual
based on a 12 month projection period for the Group
test for impairment of the fair value of the domain
approved by management and extrapolated for a
names. The Directors have assessed the recoverability
further 5 years with a discounted terminal value.
of domain names, intellectual property and goodwill
based on value in use calculations.
Goodwill and other intangibles are allocated to cash-
generating units which are based on the Group’s
The recoverable amount of the Group’s intangible
reporting segments:
assets has been determined by a value-in-use
Online marketplace
Online payments
Total
2022
$000
22,385
11,734
34,120
2021
$000
22,385
11,734
34,119
The recoverable amount of each cash-generating
estimate of the time value of money and the Group’s
unit above is determined based on value-in-use
weighted average cost of capital adjusted for the risk
calculations. Value-in-use is calculated based on
free rate and the volatility of the share price relative to
the present value of cash flow projections over a 5
market movements.
year period with the period extending beyond 5 years
extrapolated using a 2% terminal growth rate. The
cash flows are discounted based on management’s
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
rates are pre-tax and are adjusted to incorporate risks
on budgets for each reporting segment. These
associated with a particular segment.
budgets use historical weighted average growth rates
to project revenue. 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
Based on the above, management is satisfied that
there are no indicators of impairment to the current
carrying value of intangible assets.
092
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
13. Leases
The Group as lessee
At inception of a contract, the Group assesses if the
–
the exercise price of purchase options, if the lessee
contract contains or is a lease. If there is a lease
is reasonably certain to exercise the options; and
present, a right-of-use asset and a corresponding lease
liability are recognised by the Group where the Group
is a lessee. However, all contracts that are classified as
short-term leases (ie leases 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.
–
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
Initially the lease liability is measured at the present
measurement of the right-of-use assets is at cost less
value of the lease payments still to be paid at the
accumulated depreciation and impairment losses.
commencement date. The lease payments are
discounted at the interest rate implicit in the lease. If
this rate cannot be readily determined, the Group uses
the incremental borrowing rate.
Lease payments included in the measurement of the
lease liability is as follows:
Right-of-use assets are depreciated over the lease
term or useful life of the underlying asset, whichever is
the shortest.
Where a lease transfers ownership of the underlying
asset or the cost of the right-of-use asset reflects that
the Group anticipates to exercise a purchase option, the
–
–
fixed lease payments less any lease incentives;
specific asset is depreciated over the useful life of the
variable lease payments that depend on an index
or rate, initially measured using the index or rate
at the commencement date;
underlying asset.
The Group’s lease portfolio comprises commercial
leases for office property. As at 31 December 2022 these
–
the amount expected to be payable by the lessee
leases had remaining lives ranging from 1 month up to
under residual value guarantees;
78 months.
Options to Extend
The options to extend or terminate are contained in
The extension options or termination options which
or Terminate
several of the Group’s property leases. These clauses
were probable to be exercised have been included in
provide the Group opportunities to manage leases in
the calculation of the right-of-use asset.
order to align with its strategies. All of the extension or
termination options are only exercisable by the Group.
(i) AASB 16 related amounts recognised in the balance sheet
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
2022
$000
2021
$000
18,753
3,426
(4,178)
(169)
22,418
953
(4,627)
9
17,832
18,753
5,562
15,519
21,081
5,709
16,082
21,791
093
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
(i) AASB 16 related amounts recognised in the balance sheet
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities (under finance costs)
(i) AASB 16 related amounts recognised in the balance sheet
Interest expense on lease liabilities (under finance costs)
Repayment of lease liabilities
2022
$000
4,178
1,654
2022
$000
1,654
3,845
2021
$000
4,627
2,034
2021
$000
2,034
3,478
14. Trade and other payables
These amounts represent liabilities for goods
are unsecured and are payable as and when they
and services provided to the Group and amounts
are due. Trade and other payables are presented as
outstanding to users of the Company’s websites at the
current liabilities unless payment is not due within
end of financial year which are unpaid. The amounts
12 months from the reporting date.
2022
$000
2021
$000
2,740
603
36,304
39,647
2,930
1,612
36,717
41,259
2022
$000
121
121
2021
$000
121
121
Current
Trade payables
Sundry payables and accrued expenses
User obligations
Total trade and other payables
15. Borrowings
094
Current
Working capital loan
Total borrowings
The working capital loan has been provided from
non-controlling shareholders of Freightlancer Holdings
Pty Limited to provide working capital funding. The
loan is unsecured, interest free and has no fixed date
of repayment.
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
16. Provisions
Provisions are recognised when the Company has
A provision for onerous contracts is recognised when
a legal or constructive obligation, as a result of past
the expected benefits to be derived by the Group
events, for which it is probable that an outflow of
from a contract are lower than the unavoidable cost
economic benefits will result, and that outflow can be
of meeting the obligations under the contract. The
reliably measured. Provisions recognised represent
provision is stated at the present value of the future
the best estimate of the amounts required to settle the
net cash outflows expected to be incurred in respect
obligation at reporting date.
of the contract.
Current
Provision for user disputes and refunds
Provision for indirect taxes
Employee benefits
Provision for penalties
Total current provisions
Non-current
Make-good provisions
Employee benefits
Total non-current provisions
2022
$000
594
320
1,884
-
2,798
551
409
960
2021
$000
503
397
1,683
288
2,871
511
311
822
Total provisions
3,758
3,693
Movements
For the year ended 31 December 2022
Provision for
User Disputes
/Refunds
$000
Provision
for Indirect
Taxes
$000
Employee
Benefits
$000
Provision for
Penalties
$000
Provision for
Make-good
$000
Balance at 1 January 2021
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2021
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2022
538
-
-
(65)
30
503
50
-
41
594
216
1,744
(1,570)
-
7
1,716
1,223
(678)
(273)
6
397
1,994
1,830
(1,904)
-
(3)
1,072
(876)
(20)
123
320
2,293
272
-
-
-
16
288
-
-
(308)
20
-
431
133
(58)
-
5
511
34
-
-
6
551
Total
Provisions
$000
3,173
3,100
(2,306)
(338)
64
3,693
2,986
(2,780)
(328)
187
3,758
095
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
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 2022 year.
2022
$000
1,333
1,333
685
648
1,333
2021
$000
1,485
1,485
846
639
1,485
18. Contributed equity
(a) Share capital
Ordinary shares
Fully paid
Total share capital
Note
2022
Number
2021
Number
18(b)
452,331,636
452,516,636
2022
$000
38,918
38,918
(b) Movements in ordinary share capital
Reconciliation to 31 December 2021
Number of shares
Average price
Balance at 1 January 2021
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 2021
453,123,619
330,527
(937,510)
-
452,516,636
$0.83
$0.65
-
Reconciliation to 31 December 2022
Number of shares
Average price
Balance at 1 January 2022
Issue/(cancellation) of ordinary shares:
Issue of ESP shares 1
Buy-back and cancellation of ESP shares
Balance at 31 December 2022
452,516,636
315,000
(500,000)
452,331,636
$0.44
$0.67
2021
$000
38,779
38,779
$000
38,446
-
-
333
38,779
$000
38,779
139
-
38,918
096
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
(c) Ordinary shares
Ordinary shares have the right to receive dividends as
declared, and, in the event of winding up the Company,
to participate in the proceeds from the sale of all
surplus assets in proportion to the number of and
amounts paid up on shares held. Ordinary shares
entitle their holder to one vote, either in person or by
proxy, at a meeting of the Company.
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.
(d) Employee Share Plan (ESP)
The capital risk management policy remains
Information relating to the ESP, including details of
unchanged from the 2021 Annual Report.
shares issued under the plan, is set out in Note 24.
(e) Capital risk management
The Group’s objectives when managing capital are to
safeguard its ability to continue as a going concern, so
that it can provide returns to shareholders and benefits
for other stakeholders and to maintain an optimum
capital structure to reduce the cost of capital.
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
Current
Share based payment reserve movements
Balance at the beginning of the period
Share based payments reserve no longer required
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
2022
$000
5,059
(3,885)
159
1,333
(295)
250
(45)
2021
$000
4,903
-
156
5,059
(574)
279
(295)
Total reserves
1,288
4,764
(b) Nature and purpose of reserves
Share-based
payments reserve
Foreign currency
translation reserve
This amount represents the value of the ESP share
The foreign currency translation reserve is used
grants to employees under the Freelancer Employee
to record exchange differences arising from
Share Plan and other compensation granted in the
the translation of the financial statements of its
form of equity.
overseas subsidiaries.
097
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
20. Key management personnel disclosures
(a) Directors
(b) Other key management personnel
The following persons were Directors
The following persons also had the authority and
of Freelancer Limited during the financial year:
responsibility for planning, directing and controlling
Mr Robert Matthew Barrie
– Executive Chairman
Mr Darren Nicholas John Williams
– Non-Executive Director
Mr Simon Alvin Clausen
– Non-Executive Director
(c) Key management personnel compensation
Short-term employee benefits
Share based employee benefits
Other long-term benefits
Total benefits
the major activities of the Group, directly or indirectly,
during the financial year:
Mr Neil Leonard Katz
– Chief Financial Officer and Company Secretary
2022
$000
1,039
95
56
1,190
2021
$000
1,012
40
56
1,108
Short-term employee benefits
Share based payments
These amounts include fees and benefits paid to the
These amounts represent the expense related to the
Non-Executive Directors as well as all salary, paid
participation of KMP in equity-settled schemes as
leave benefits, fringe benefits and cash bonuses
measured by the fair value of the options rights and
awarded to Executive Directors and other KMP.
shares granted on grant date.
Other long-term benefits
These amounts represent long service leave benefits
accruing during the year, long-term disability benefits
and deferred bonus payments.
Further information in relation to KMP remuneration
can be found in the Remuneration Report, which is
included in the Director’s Report.
098
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
21. Remuneration of auditors
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
2022
$000
2021
$000
130
3
20
153
78
85
34
197
127
2
40
169
83
65
6
154
22. Contingent liabilities
Except for the items listed below, there are no other
as security for any contractual compensation
contingent liabilities as at 31 December 2022:
arising under these agreements;
•
a collateral amount of USD300,000 (2021:
•
included in cash is an amount of $2,651,679 on
USD450,000) is in place in one of the Group’s
term deposits (31 December 2021: $2,643,759),
PayPal accounts in favour of PayPal Australia
which is secured against bank guarantees that
Pty Ltd;
•
term deposits of $78,780 (2021: $75,047) are
have been provided to lessors in respect of
premises occupied by the Company in Sydney;
secured for corporate credit card facilities
•
Included in cash is an amount of USD187,000
in place;
•
deposits of $788,509 (2021: $728,308) are held
by various credit card processing providers,
(2021: USD240,000), which is held as a reserve
to satisfy escrow regulatory requirements in
respect of credit card transactions.
099
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
23. Commitments for expenditure
Leases in which a significant portion of the risks and
(a) Non-cancellable operating services
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.
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 2022 and may be
subject to variation due to changes in exchange rates.
The amounts are as follows:
Less than one year
Between one and five years
More than five years
2022
$000
5,107
-
-
2021
$000
4,893
4,893
-
Total operating service commitments
5,107
9,786
(b) Other capital commitments
There were no other capital commitments
as at 31 December 2022.
24. Share based payments
Employee Share Plan
The Group operates an employee share plan. The
of the shares at grant date less the present value of
fair value of the effective option over the shares
dividends expected to be distributed between the
granted under the Company’s Employee Share Plan
grant date and the vesting dates.
(ESP) is recognised as an employee benefit expense
with a corresponding increase in equity. The fair
value is measured at grant date and recognised
over the period during which the employees become
unconditionally entitled to the ESP shares.
During the year ended 31 December 2013, the
Company established a share based payment
plan, the Employee Share Plan (ESP) to assist the
Company in retaining and attracting current and future
employees by providing them with the opportunity to
The fair value at grant date is independently
own shares in the Company. Resolutions to amend
determined using a Black-Scholes option pricing
and approve the ESP were passed at the AGM held on
model that takes into account the exercise price, the
17 May 2016.
term of the ESP shares, the vesting and performance
criteria, the impact of dilution, the non-tradeable
The key terms of the ESP are as follows:
nature of the ESP share, the share price at grant date
•
the Board may invite a person who is employed
and expected price volatility of the underlying share,
or engaged by or holds an office with the Group
the expected dividend yield and the risk-free interest
(whether on a full or part-time basis) and who is
rate for the term of the ESP share.
The fair value of share grants issued outside of the
ESP is independently determined based on the value
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);
100
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
invitations to apply for ESP shares offered to
the Company will not have any further recourse
Eligible Employees subsequent to the Company’s
against the ESP Participant;
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 is made
by the Board, on the basis that ESP shares will be
subject to a 4 year vesting period, with:
•
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
invitations and that have already been issued in
response to invitations in the previous 5 years
(but disregarding ESP shares that are or were
issued following invitations to non-residents,
–
10% of ESP shares applied for vesting on the date
that did not require a disclosure document under
that is the first anniversary of the issue date of
the Corporations Act, or that were issued under
the ESP shares;
–
20% of ESP shares applied for vesting on the date
that is the second anniversary of the issue date of
the ESP shares;
a disclosure document under the Corporations
Act) must not exceed 5% of the total number of
ordinary shares on issue in the Company at the
time the invitations are made;
–
30% of ESP shares applied for vesting on the date
•
in the event of a corporate reconstruction, the
that is the third anniversary of the issue date of
Board will adjust, subject to the Listing Rules (if
the ESP shares; and
–
40% of ESP shares applied for vesting on the date
that is the fourth anniversary of the issue date of
the ESP shares.
•
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:
applicable), any one 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
–
the fourth anniversary of the issue date of the
down to the nearest whole share;
Employee Offer Shares; and
–
if the ESP Participant ceases to be an Eligible
Employee, either:
•
ESP Participants will continue to have the right
to participate in dividends paid by the Company
despite some or all of their ESP shares not
›
the date 30 days after the date of cessation,
having vested yet or being subject to an ESP
if the Eligible Employee is a good leaver (as
Loan. If an ESP Loan has been made to the ESP
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
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;
outstanding ESP Loan, or it notifies the Company
•
ESP shares which have not vested and/or are
that it cannot, then such number of ESP shares
subject to repayment of the ESP Loan will be
that equal by value (using the price at which the
restricted (escrowed) from trading;
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
•
the Company may buy-back at the issue price
any ESP shares which:
ESP Participant must accept. The buy-back of
–
have not vested, or are incapable of vesting
such number of ESP shares will be considered
at any time (including as a result of the ESP
full and final satisfaction of the ESP Loan and
Participant failing to meet any key performance
101
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
indicators on which vesting of ESP shares is
subject to the repayment of any outstanding
conditional); or
–
remain in escrow and/or are the subject of an
ESP Loan, on the occurrence of:
›
the ESP Participant ceasing to be an Eligible
Employee (unless the Board, in its sole and
absolute discretion determines otherwise,
subject to any conditions that it may apply,
including the repayment of any outstanding
ESP Loan); or
›
the expiration of the term of the ESP Loan.
ESP Loan by the curator, executor or nominated
beneficiary(ies) (as the case may be) within 30
days of their appointment (or such longer period
as the Company in its discretion may allow).
Failing such repayment, the Company will buy-
back all ESP shares in respect of which there is
an outstanding ESP Loan;
•
the rules of the ESP and any amendment to the
rules of the ESP must be in accordance with the
Listing Rules and the Corporations Act;
•
any bonus securities issued in relation to ESP
•
if, while the Company’s shares are traded on the
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 estate will immediately vest
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.
The Group operates a long term incentive plan
The key terms of the LTIP are as follows:
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 a corresponding increase in equity. The
fair value is measured at grant date and recognised
over the period during which the employees become
unconditionally entitled to the Share Rights.
The fair value at grant date is independently
determined using a Black-Scholes option pricing
•
A Share Right includes (without limitation):
›
›
Performance Rights (i.e. Share Rights with
no exercise price);
Options (i.e. Share Rights generally with an
exercise price equal to the market value of
a Share on the date of grant or such other
exercise price determined by the Board); and
›
Premium Priced Options (i.e. Share Rights
with an exercise price that is greater than
the market value of a Share on the date
model that takes into account the exercise price, the
of grant).
term of the Share Rights, the vesting and performance
•
Eligibility and grant of securities – Employees
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.
During the year ended 31 December 2021, the
Company established a long term incentive plan,
the Long Term Incentive Plan (LTIP) 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
implement the LTIP was passed at the AGM held on
28 July 2021.
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 that do not vest will
lapse (unless otherwise determined
Long Term
Incentive Plan
102
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
by the Board). Performance Criteria/vesting
subject to any further restrictions on dealing,
conditions can be waived by the Board in its
other than to the extent prohibited by the
absolute discretion.
Freelancer Securities Trading Policy.
•
Exercise and allocation of Share Rights – Upon
•
Cessation of employment – If a participant
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 issued under the Plan
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
›
Shares that are registered or allocated (as
expiry date.
applicable) 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).
•
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:
›
Shares issued under the Plan will rank
equally with all other existing Shares as at
the time of issue in all respects, including
with respect to voting rights and rights to
receive dividends and bonus shares and to
participate in rights issues.
›
A participant may only participate in a new
issue of Shares or other securities to holders
of Shares if Shares have been allocated to
the participant and registered or allocated
–
commits any act of fraud or defalcation or gross
misconduct in relation to the 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
(as applicable) in the name of the participant
–
purports to dispose of or otherwise deal with
in accordance with the Plan rules before the
(including by granting any security interest over)
record date for determining entitlements to
their Share Rights other than as permitted under
the issue.
the Plan.
›
Shares allocated to a participant following
The Plan rules contain other circumstances
exercise of their Share Rights will not be
where such Share Rights may lapse. In addition,
103
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
the Board may determine in the above and other
makes a bonus issue of Shares to existing
circumstances that any Shares acquired by (or
holders of Shares (other than an issue of Shares
cash paid to) a participant following the vesting
in lieu or in satisfaction of dividends or by way
of Share Rights for the after tax value of the
of dividend reinvestment) and no Share has
Share Rights at the time they converted into
been issued in respect of a Share Right before
Shares (or at such other time determined by the
the record date for determining entitlements to
Board) be paid to the Company.
•
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
the bonus issue, then the number of underlying
Shares over which the Share Right is convertible
will be 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.
security interest over) a Share Right.
•
Plan Trustee – The Plan may be administered
•
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:
in conjunction with an employee share trust,
the trustee of which may acquire Shares for the
purposes of transfer to Participants or to be held
for Participants (whether on an unallocated and/
or allocated basis). The transfer of a Share by
–
the Performance Criteria applicable to some or
the trustee of such a trust to a Participant, or the
all unvested Share Rights will be assessed as at a
allocation of a Share in the Participant’s name
date determined by the Board or are waived;
which continues to be held by the trustee for
–
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);
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
–
some or all Share Rights are to be replaced by
the Plan rules or any offer letter at any time
rights to shares of the new controlling company
in any manner the Board thinks fit (subject to
on substantially the same terms and subject
prescribed limitations in the Plan rules) and/
to substantially the same conditions as the
or to waive any terms or conditions (including
Share Rights with any appropriate amendments,
any Performance Criteria/vesting conditions) in
including to Performance Criteria;
relation to any Share Rights.
–
some or all unvested Share Rights lapse as at a
date determined by the Board.
•
Foreign participants – The Board may adopt
amended rules of the Plan applicable in any
•
Reorganisation of Capital and Bonus Issues
jurisdiction under which Share Rights are offered
– In the event of any reorganisation of the
under the Plan and the way in which the Plan
share capital of the Company (including any
is operated may be subject to additional or
sub-division, consolidation, reduction or return
modified terms, having regard to any securities,
of the share capital of the Company), the
exchange control or taxation laws or regulations
number of Share Rights, and/or the number of
or similar factors that may apply to a Participant
Shares subject to the Share Rights, and/or the
or to any member of the Group in relation to the
exercise price (if any) of Share Rights, will be
Share Rights or any of the provisions of the Plan.
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
104
FREELANCER LIMITED ANNUAL REPORT2022 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
2022
18 October 2018
20 February 2019
19 February 2020
2 March 2020
30 July 2020
$0.53
$0.53
$0.47
$0.45
$0.53
200,000
407,226
640,539
200,000
100,000
11 December 2020
$0.52
38,462
14 April 2021
28 May 2021
$0.62
$0.95
Total
2021
120,000
210,527
1,916,754
4 November 2016
$1.34
100,000
8 December 2017
$0.52
472,771
18 October 2018
$0.53
800,000
12 November
2018
20 February 2019
6 May 2019
19 February 2020
2 March 2020
30 July 2020
$0.65
100,000
$0.53
$0.65
$0.47
$0.45
$0.53
407,226
100,000
640,539
200,000
300,000
11 December 2020
$0.52
38,462
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
-
200,000
407,226
162,891
244,335
(200,000)
440,539
308,378
132,161
-
200,000
140,000
60,000
(100,000)
-
-
-
38,462
-
-
120,000
108,000
(200,000)
10,527
-
-
38,462
12,000
10,527
(500,000)
1,416,754
719,269
697,485
-
-
-
-
-
-
-
-
-
-
(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
200,000
180,000
(200,000)
100,000
90,000
-
-
-
38,462
-
120,000
120,000
210,527
210,527
-
64,053
20,000
10,000
38,462
-
-
14 April 2021
28 May 2021
Total
$0.62
$0.95
-
-
120,000
210,527
3,158,998
330,527
(635,261)
(937,510)
1,916,754
1,542,072
374,682
All Eligible Employees who accepted an offer of ESP
an option to the ESP shares due to the ESP Loans
shares were given an interest free loan from the
being non-recourse. As such, this arrangement is
Company to finance the whole of the purchase of the
accounted for under AASB 2.
ESP shares they were invited to apply for (ESP Loan).
The assessed weighted average fair value at grant
The ESP Loans are provided to participants on a
date of the effective share options granted during
non-recourse basis and upon vesting must be repaid
the financial year is n/a (2021: $0.42 per option).
in order to remove trading restrictions on vested
Options were priced using a Black-Scholes option
ESP shares. The term of the ESP Loan is four years;
pricing model that takes into account the exercise
however, participants may forfeit their ESP shares if
price, the term of the option, the impact of dilution, the
they do not repay the ESP Loan or leave the Company.
share price at grant date and expected price volatility
As the ESP removes the risk to participants from
of the underlying share, the expected dividend yield
decreases in the share price by limiting the maximum
and the risk free interest rate for the term of the
loan amount repayable to the value of the ESP shares
option. The expected price volatility of the Company’s
disposed and waiving the ESP Loan should the
shares is based on the historical volatility of ASX
participant forfeit their ESP shares, whilst still allowing
listed companies considered to be comparable to
participants the rewards of any increase in share price,
Freelancer Limited.
the Company has effectively granted the participants
105
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
(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:
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
2022
22 October 2021
$0.72
63,889
21 December 2021
$0.73
13,699
Total
2021
22 October 2021
$0.72
21 December 2021
$0.73
Total
-
-
-
-
-
-
-
63,889
13,699
77,588
-
-
-
-
-
-
-
-
-
-
-
-
63,889
50,000
13,889
13,699
-
13,699
77,588
50,000
27,588
63,889
63,889
-
13,699
-
13,889
77,588
63,889
13,889
The assessed weighted average fair value at grant
of the underlying share, the expected dividend yield
date of the effective Share Rights granted during the
and the risk free interest rate for the term of the
financial year is n/a (2021: $0.296 per option). Options
option. The expected price volatility of the Company’s
were priced using a Black-Scholes option pricing
shares is based on the historical volatility of ASX
model that takes into account the exercise price, the
listed companies considered to be comparable to
term of the Share Rights, the impact of dilution, the
Freelancer Limited.
share price at grant date and expected price volatility
(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
2022
16 November 2021
$0.057672
15,000,000
Total
2021
15,000,000
-
-
16 November 2021
$0.057672
Total
-
-
15,000,000
15,000,000
-
-
-
-
-
-
-
-
15,000,000
13,500,000
1,500,000
15,000,000
13,500,000
1,500,000
15,000,000
15,000,000
15,000,000
15,000,000
-
-
The assessed weighted average fair value at grant date of
date and expected price volatility of the underlying share,
the effective Share Rights granted during the financial year
the expected dividend yield and the risk free interest rate
is n/a (2021: $0.0309 per option). Options were priced
for the term of the option. The expected price volatility of
using a Black-Scholes option pricing model that takes
the subsidiary’s shares is based on the historical volatility
into account the exercise price, the term of the Share
of ASX listed companies considered to be comparable to
Rights, the impact of dilution, the market price at grant
Payments Pty Ltd.
106
FREELANCER LIMITED ANNUAL REPORT2022
25. Related party transactions
NOTES TO THE FINANCIAL STATEMENT
(a) Parent entity
(d) Transactions with related parties
Freelancer Limited is the parent entity and ultimate
Receivable from and payable to related parties
controlling entity.
(b)
Interests in controlled entities
Interests in subsidiaries are set out in Note 28.
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
(c) Transactions with key management personnel
There were no loans to or from related parties at the
Disclosures relating to key management personnel are
reporting date.
set out in Note 20 and the Remuneration Report.
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 Limited (as the head entity) and its
Freelancer Limited has been prepared on the same
wholly-owned Australian entities (as members of the
basis as the consolidated financial statements, except
Freelancer income tax consolidated group) account for
as set out below.
Investments in subsidiaries
their own current and deferred tax amounts. These tax
amounts are measured as if each entity in the income
tax consolidated group continues to be a standalone
Investments in subsidiaries are accounted for at cost
taxpayer in its own right.
in the financial statements of Freelancer Limited.
Investments in subsidiaries are tested for impairment
whenever changes in events or circumstances indicate
that the carrying amount may not be recoverable.
Income tax consolidation legislation
In addition to its own current and deferred tax amounts,
Freelancer Limited also recognises the current tax
liabilities (or assets) assumed from its wholly-owned
entities in the income tax consolidated group.
Set out below is the supplementary information about
Freelancer Limited and its wholly-owned Australian
the parent entity.
entities have elected to form an income tax
consolidated group.
Statement of comprehensive income
Profit after tax
Total comprehensive loss
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
2022
$000
553
553
10,485
31,071
41,556
4,218
4,218
2021
$000
35
35
9,814
31,958
41,772
5,198
5,198
37,338
36,574
107
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
Contributed equity
Reserves
Accumulated losses
Total equity
38,918
1,234
38,780
5,047
(2,814)
(7,253)
37,338
36,574
Contingent liabilities
Significant accounting policies
The parent entity had no contingent liabilities at 31
The accounting policies of the parent entity are
December 2022 and 31 December 2021.
consistent with those of the Group, except for
Capital commitments
The parent entity had no capital commitments as at
31 December 2022 and 31 December 2021.
investments in subsidiaries which are accounted for at
cost, less any impairment.
27. Business Combinations
Business combinations occur where an acquirer
acquisition of a business may result in the recognition
obtains control over one or more businesses.
of goodwill or a gain from a bargain purchase.
A business combination is accounted for by applying
the 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 comprehensive income. The
(a) Acquisition of Loadshift business
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.
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
108
A$000
7,662
7,662
7,662
FREELANCER LIMITED ANNUAL REPORT2022 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:
Country of
Incorporation
Percentage
Owned (%)
2022
Percentage
Owned (%)
2021
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 **
Loadshift Pty Ltd **
Photo Anywhere Holdings Pty Ltd
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
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
Freelancer (Shanghai) Information Technology Co., Ltd.
China
Westmor Management, Inc. *
Escrow.com, Inc. *
EC Services Corporation*
Internet Escrow Services, Inc. *
Freightlancer, Inc. **
* Escrow.com group
** Freightlancer group
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
53
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
53
109
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 2022 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
2022
$000
2021
$000
(5,413)
(2,257)
4,470
159
535
2,018
(924)
(419)
(3,592)
(26)
4,894
156
1,313
(1,007)
(697)
11
188
(39)
(1,013)
(356)
299
(273)
277
160
(4,179)
2,643
Non cash information
During the period, the group recognised $1.65 million of interest
charge relating to rent under AASB 16: Leases.
110
FREELANCER LIMITED ANNUAL REPORT2022 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 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,
the determination of basic earnings per share to take
into account:
•
the after income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares, and
adjusted for bonus elements in ordinary
•
the weighted average number of shares assumed
shares issued during the year and excluding
to have been issued for no consideration in
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:
Loss from continuing operations
Diluted earnings per share:
Loss attributable to the ordinary equity holders of the Company
2022
Cents
(1.20)
(1.20)
(1.20)
(1.20)
$000
2021
Cents
(0.50)
(0.50)
(0.50)
(0.50)
$000
(5,413)
(2,257)
(5,413)
(2,257)
2022
Shares
2021
Shares
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in calculating basic earnings
per share
450,765,581
450,166,182
Adjustments for calculation of ordinary shares used in calculating diluted earnings per share:
ESP shares
Share grants
Weighted average number of ordinary shares used in calculating diluted earnings
per share
1,885,247
2,875,150
-
452,650,828
453,041,332
(e)
Information on the classification of securities
ESP shares and
share grants
ESP shares granted to employees under the ESP and
ESP shares and share grants have not been included
shares granted to employees outside of the ESP are
in the determination of basic earnings per share.
considered to be potential ordinary shares and have
Details relating to the ESP shares are set out in Note
been included in the determination of diluted earnings
24.ESP shares are set out in Note 24.
per share to the extent to which they are dilutive. The
111
FREELANCER LIMITED ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENT
33. Other significant accounting policies
(a) Principles of consolidation
Cash flows are presented in the cash flow statement on
The consolidated financial statements incorporate
all of the assets, liabilities and results of Freelancer
Limited and all subsidiaries. Subsidiaries are all
entities over which the Group has control. The Group
controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity
and has the ability to affect those returns through its
power to direct the activities of the entity. A list of the
subsidiaries is provided in Note 28.
a gross basis. The GST and VAT components of cash
flows arising from investing or financing activities which
are recoverable from, or payable to, the taxation authority
are presented as operating cash flows included in
receipts from customers or payments to suppliers.
Commitments and contingencies are disclosed net of
the amount of GST and VAT recoverable from, or payable
to, the relevant taxation authority.
The assets, liabilities and results of all subsidiaries
(c) Research & development
are fully consolidated into the financial statements
Costs relating to research and development of new
of the Group from the date on which control is
software products are expensed as incurred until
obtained by the Group. The consolidation of a
technological feasibility in the form of a working
subsidiary is discontinued from the date that control
model has been established. At such time costs may
ceases. Intercompany transactions, balances and
be capitalised, subject to recoverability. Software
unrealised gains or losses on transactions between
development costs incurred subsequent to the
group entities are fully eliminated on consolidation.
establishment of technological feasibility have not
Accounting policies of subsidiaries have been
been significant, and the Group has not capitalised
changed and adjustments made where necessary to
any software development costs to date.
ensure uniformity of the accounting policies adopted
by the Group.
Equity interests in a subsidiary not attributable,
directly or indirectly, to the Group are presented
as “non-controlling interests”. The Group initially
(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
recognises non-controlling interests that are present
economic environment in which that entity operates.
ownership interests in subsidiaries and are entitled to
The consolidated financial statements are presented
a proportionate share of the subsidiary’s net assets on
in Australian dollars, which is the parent entity’s
liquidation at either fair value or at the non-controlling
functional and presentation currency.
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
Transactions and balances
Foreign currency transactions are translated into
functional currency using the exchange rates prevailing
comprehensive income. Non-controlling interests
at the date of the transaction. Foreign currency monetary
are shown separately within the equity section of
items are translated at the period-end exchange rate.
the statement of financial position and statement of
Non-monetary items measured at historical cost
comprehensive income.
(b) Goods and Services Tax (GST) and Valued
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
Added Tax (VAT)
fair values were determined.
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.
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.
112
FREELANCER LIMITED ANNUAL REPORT2022 NOTES TO THE FINANCIAL STATEMENT
Group companies
The financial results and position of foreign operations
whose functional currency is different from the
Group’s presentation currency is translated as follows:
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
•
•
•
Assets and liabilities are translated at period end
accounting estimates will, by definition, seldom
exchange rates prevailing at that reporting date.
equal the related actual results. The estimates and
Income and expenses are translated at average
exchange rates for the period.
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
Retained earnings are translated at the exchange
discussed below.
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.
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
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 recoverable amount of the cash generating unit to
The Group assesses impairment at each reporting
which the asset belongs.
(f) Comparative figures
When required by Accounting Standards, comparative
figures have been adjusted to conform to changes in
presentation for the current financial year.
Where the Group has retrospectively applied an
accounting policy, made a retrospective restatement
or reclassified items in its financial statements, an
additional statement of financial position as at the
beginning of the earliest comparative period will
be disclosed.
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
incorporate a number of key estimates. During the
year ended 31 December 2022, no impairment has
been recognised in respect of intangible assets. The
Group assessed recoverability of goodwill based on
the present value of cash flow projections over a 6
year period. Should any of the intangible assets fail
to perform, an impairment loss would be recognised
up to the maximum carrying value of intangible
assets at 31 December 2022 of $34,120,000
(g) Critical accounting estimates and judgments
(2021: $34,119,000).
The directors evaluate estimates and judgements
incorporated into the financial report based on
113
FREELANCER LIMITED ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENT
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.
Share based payments
The Group measures the cost of equity settled
transactions with employees by reference to the
fair value of the equity instruments at the date at
which they are granted. The fair value is determined
with the assistance of an external valuation with the
assumptions detailed in Note 24. The accounting
estimates and assumptions relating to equity settled
share based payments would have no impact on the
carrying amounts of assets and liabilities within the
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.
Deferred tax assets
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses as
management considers that it is probable that
future taxable profits will be available to utilise
those temporary differences and unused tax losses.
Significant management judgement is required to
determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the
level of future taxable profits.
next annual reporting period but may impact expenses
Trust assets and liabilities
and equity.
Lease term of contracts with renewal options
The Group determines the lease term as the non-
cancellable term of the lease, together with any
periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. After initial
recognition, the Group reassesses the lease term if
there is a significant event or change in circumstances
that is within its control and affects its ability to
exercise (or not to exercise) the option to renew.
Income taxes
The Group is subject to income taxes in Australia
and jurisdictions where it has foreign operations.
Judgment is required in determining the worldwide
provision for income taxes. There are transactions and
calculations undertaken during the ordinary course of
business for which the ultimate tax determination is
uncertain. The Group estimates its tax liabilities based
on the Group’s understanding of the tax law. Where
The Group’s Online Payments segment, namely
the business of Escrow.com, is a regulated entity
that holds funds on behalf of its users in trust
bank accounts. At 31 December 2022 the cash
balance in trust amounted to A$54,768,004 (2021:
A$64,681,451), which has a corresponding liability of
the same amount owing to its users.
The Group has determined that trust cash is not a
resource controlled by the Group, nor does the Group
derive any economic benefit from these user funds,
and therefore the Group does not have the risks and
rewards of ownership of the funds. Consequently,
trust assets are not recognised as an asset in the
Group’s financial statements, and neither is the
corresponding trust liability recognised as a liability in
the Group’s financial statements.
(h) Changes in accounting policies
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 2022.
114
FREELANCER LIMITED ANNUAL REPORT2022 DIRECTORS’ DECL ARATION
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(a)
the Financial Statements and notes of the consolidated entity set out on pages 70 to 114
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 2022 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;
(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 2022.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the directors
Matt Barrie
Chairman
22 February 2023
115
FREELANCER LIMITED ANNUAL 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 ENTITIES
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 2022, 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 2022 and of its performance for the year ended on that
date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001
ii.
(b) the financial report also complies with International Financial Reporting Standards
as disclosed in Note 2(a).
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
116
FREELANCER LIMITED ANNUAL REPORT2022
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 ENTITIES
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’s
business processes
• Mix of manual and automated controls
• Multiple internal and outsource support arrangements
• Large volume of low value transactions
Our procedures included, amongst others:
We understood and tested management’s controls over
its systems relevant to financial reporting.
We conducted 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.
We 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.
Our procedures included, amongst others:
We evaluated management’s goodwill and intangible
assets impairment assessment.
recognised
The Group has
intangible assets of
$34.1 million at 31 December 2022 resulting from
business combinations and asset acquisitions. The
intangibles are compromised of domain names,
intellectual property and goodwill.
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 where applicable.
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 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.
We have focussed on this area as a key audit matter due
to amounts
inherent
involved being material;
subjectivity associated with critical judgements being
made in relation to forecast future revenue and costs;
discount rates; and terminal growth rates.
the
We also have considered alternative evidence in relation
to the carrying value of intangibles where there were
indicators of impairment for certain scenarios.
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.
117
FREELANCER LIMITED ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
118
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITIES 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 2022 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 REPORT2022 INDEPENDENT AUDITOR’S REPORT
119
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITIES – 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
120
FREELANCER LIMITED ABN 66 141 959 042 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FREELANCER LIMITED AND CONTROLLED ENTITIES Report on the Remuneration Report We have audited the remuneration report included in pages 63 to 68 of the directors’ report for the year ended 31 December 2022. 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 2022 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 2023 FREELANCER LIMITED ANNUAL REPORT2022 INDEPENDENT AUDITOR’S REPORT
121
FREELANCER LIMITED ANNUAL REPORT ADDITIONAL ASX INFORMATION
Additional ASX Information
Shareholder information
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed
elsewhere in this report. This additional information was applicable as at 19 March 2023.
Substantial shareholders
The names of substantial shareholders who have notified the Company
in accordance with section 671B of the Corporations Act 2001 are:
Robert Matthew Barrie1
Simon Clausen and Startive Holdings Limited and its related bodies1
Number of Shares
196,711,249
161,916,754
1 Includes a relevant interest in 1,416,754 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.
Top 20 Shareholders
as at 19 March 2023
Rank
Name
Number of ordinary shares held
% of ordinary shares held
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
BNP PARIBAS NOMINEES PTY LTD
J P MORGAN NOMINEES AUSTRALIA
HSBC CUSTODY NOMINEES
CUSTODIAL SERVICES LIMITED
TAIPAN INVESTMENT MANAGEMENT
NATIONAL NOMINEES LIMITED
MRS RIKA WESTWOOD
MR RODNEY JOHN SELLICK
MR NICHOLAS PETER DE JONG
MR NEIL LEONARD KATZ
INFILSEC PTY LTD
STUART JOHN NATTRASS
DUNRAY NOMINEES PTY LTD
MAROBAR HOLDINGS PTY
MR GREGORY JAMES WARD
MR MICHAEL JOHN RUHFUS
Total Top 20
Total Remaining
Total of Securities
122
191,435,150
163,365,606
14,615,034
10,605,660
9,211,031
7,200,935
4,211,877
3,553,753
1,797,555
1,747,870
1,700,000
1,109,833
1,001,849
995,539
978,727
900,000
810,000
789,500
726,112
694,831
417,450,862
34,880,774
452,331,636
42.3%
36.1%
3.2%
2.3%
2.0%
1.6%
0.9%
0.8%
0.4%
0.4%
0.4%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
92.3%
7.7%
FREELANCER LIMITED ANNUAL REPORT2022
Analysis of Holdings
as at 19 March 2023
Restricted securities
as at 19 March 2023
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
Holders
542
765
239
364
71
14
7
6
2,008
Total Units
301,574
2,131,437
1,827,046
11,469,851
15,059,469
9,986,106
15,122,737
396,433,416
452,331,636
Class of restricted securities
Nature of restriction
Number of Shares
Quoted ESP shares
Various dates ending no later than 19 February 2023
Unquoted ESP shares
Various dates ending no later than 27 May 2025
LTIP share options
Various dates ending no later than 20 December 2025
Total securities subjected to trading restrictions
607,226
809,528
77,588
1,494,342
Voting Rights
The voting rights attaching to ordinary shares,
There are no voting rights attached to unlisted options,
set out in the Company’s Constitution are:
voting rights will be attached to unlisted ordinary
shares once issued and to options upon exercise.
(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.
On-market Buy Back
There is no current on-market buy back.
123
FREELANCER LIMITED ANNUAL REPORT CORPORATE DIRECTORY
Corporate
Directory
Company Directors
Mr Robert Matthew Barrie
–
Chairman and Chief Executive Officer
Mr Darren Nicholas John Williams
–
Non-Executive Director
Mr Simon Alvin Clausen
–
Non-Executive Director
Company Secretary
Mr Neil Leonard Katz
Registered Office
Level 37
Grosvenor Place
225 George Street
Sydney NSW 2000
Telephone: +61 (02) 8599 2700
Share Registry
Level 12
Boardroom Limited
225 George Street
Sydney NSW 2000
External Auditors
Level 40
Hall Chadwick
2 Park Street
Sydney NSW 2000
Securities exchange listing
Freelancer Limited shares are listed on the
Australian Securities Exchange (Listing code: FLN)
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FREELANCER LIMITED ANNUAL REPORT2022