2023
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 141 959 0 42
Index
PAGE
CONTENTS
002
Chairman’s Letter
038
Directors’ Report
064
Consolidated Statement of Profit or Loss and Other Comprehensive Income
065
Consolidated Statement of Financial Position
066
Consolidated Statement of Changes in Equity
067
Consolidated Statement of Cash Flows
068 Notes to the Financial Statements
109
Directors’ Declaration
110
Independent Auditor’s Report
116
Additional ASX Information
118
Corporate Directory
INDEX
001
FREELANCER LIMITED ANNUAL REPORT FREEL ANCER LIMITED ANNUAL REPORT
CH AIRM AN'S LE T TER
Chairman’s
Letter
Dear Shareholders
2023 was a transformative year for Freelancer
million, down 2.8% on pcp, whilst Escrow revenue
Limited, marked by significant progress towards
was $9.1 million, down 9.9% on pcp. Despite these
profitability, a strong focus on operational efficiency,
challenges, we achieved a momentous turnaround
and exciting product developments. We have
in profitability, with a positive Net Profit Before Tax
successfully navigated the challenges of the past
(NPBT) of $0.2 million, compared to a negative NPBT
year and positioned ourselves for sustainable growth
of $7.0 million in FY22.
in the years to come.
This remarkable improvement in profitability is
In 2023, Freelancer Limited delivered a Gross
a testament to our unwavering commitment to
Marketplace Volume (GMV) of $1,020.7 million, a
cost optimisation and operational efficiency. We
slight decrease of 4.8% compared to the previous
have made significant progress in extracting cost
corresponding period (pcp). Freelancer, our flagship
efficiencies across all functions of the business,
marketplace, saw a GMV of $132.1 million, up 2.9%
without compromising our ability to drive revenue
on pcp, whilst Escrow, our secure payment platform,
growth. As a result, overall costs were 18% lower
recorded a GMV of $888.6 million, down 5.8% on pcp.
than FY22, and the group achieved a positive EBITDA
Group revenue for the full year was $53.3 million,
down 4.1% on pcp. Freelancer revenue stood at $44.2
for FY23. With a structurally lower cost base, we are
well-positioned to achieve sustainable profitability in
FY24 and beyond.
002
003
003
CH AIRM AN’S LE T TER
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER LIMITED ANNUAL REPORT
M ARKE TPL ACE STATISTICS
On the product front, we have made significant
We believe that our core customers, namely small
strides in enhancing our platforms and offerings. We
businesses and startups, will have a similar moment
have introduced AI-powered personalisation to drive
as their respective industries are transformed by the
core marketplace conversion, collaborative features
impact of AI. As their peers embrace AI, replacing
to improve retention and engagement, and have
support functions, sales teams, lead generation,
taken our UX and design to the next level. These
and more, there will be increasing competitive
advancements, along with our focus on improving
pressure on these businesses to enhance their
acquisition through organic channels, have set the
offerings and processes with generative AI products.
stage for a promising future.
Our work with NASA and the NIH on the
US$6 million TARGETED Genome Editor Delivery
Challenge showcases the versatility and capability
of our platform, demonstrating that you can truly get
anything done on Freelancer. We are proud to be at
the forefront of innovation, pushing the boundaries
We are uniquely positioned to provide and integrate
these AI-powered business transformation services,
which we anticipate will become an even larger
category than web development. Every single
business in the world will want to transform
with AI. Where will they go to get these services
done? Freelancer.
of what is possible in the realm of crowdsourcing
We remain focused on our core businesses –
and freelancing.
Looking ahead to 2024, we are excited about the
numerous opportunities on the horizon. With several
irons in the fire, we anticipate that some of these
initiatives will come to fruition this year. It is time for
us to execute on our plans and deliver the results
that our shareholders expect.
I would think that probably every Chairman's letter
for FY23 will mention AI, but with over 72 million
freelancers on our platform, Freelancer is possibly
one of the world's largest users of generative AI
Freelancer, the world's largest cloud workforce;
Escrow.com, the world’s largest online escrow
company; and Loadshift, Australia's largest online
freight marketplace. These market-leading, broad,
and horizontal service offerings cater to the needs
of consumers and enterprises alike, and we are
confident in their ability to drive long-term growth
and value creation for our shareholders.
A detailed analysis of the group's activities and
performance can be found in the Review of
Operations section of the Directors' Report.
tooling. We are becoming recognised as this - with
On behalf of the Board, I would like to thank our
quite a number of keynotes, interviews, and podcasts
talented team for their hard work and dedication,
on the topic in the last 12 months. In the second
and our shareholders for their continued support.
half of FY23, I was flown to New York to present on
We look forward to building on our achievements and
the topic of Artificial Intelligence at the J.P. Morgan
delivering sustainable growth in the years to come.
Global Chief Investment Officer Summit, following
Jensen Huang and Jamie Dimon on the topic.
I'm old enough to remember the dotcom boom:
1994 was the year that only the geeks had email
addresses, but 1995 was the year your grandmother
had an email address as the browser took off. Every
business in the world wanted to become an internet
business, and to do that, they needed a website. This
spawned an entire freelance economy for website
development, and where did businesses go to get
websites developed? Freelancer.
Yours Sincerely,
Matt Barrie
Chairman
26 March 2024
Marketplace
Statistics
Freelancer is a game-changer for entrepreneurs, small
businesses and large organisations. We provide easy
access to talented freelancers from around the world,
who offer a wide range of services at competitive prices.
$9.7b+
TOTAL JOBS
AWARDED IN USD
23m+
TOTAL JOBS
POSTED
42
AVERAGE BIDS
PER PROJECT
$259
AVERAGE
COMPLETED
PROJECT IN USD
341
AVERAGE
ENTRIES
PER CONTEST
71%
OF JOBS RECEIVE
A BID WITHIN
60 SECONDS
004
005
2023 FREEL ANCER.COM
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER.COM
Freelancer
is the world’s
largest freelancing
marketplace
The world’s largest & lowest cost elastic cloud workforce,
with an on-demand workforce of over 72 million 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.
006
007
FREEL ANCER.COM
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2023
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FREEL ANCER.COM
Freelancer is changing lives around the world, whether
it be for entrepreneurs, small businesses or large
organizations. We provide easy access to talented
freelancers from all around the world, who offer a wide
range of services at competitive prices.
Today, Matt Starky (@Brightdock) exemplifies freelance
success as a million-dollar freelancer, sharing his
secrets with others on the platform.
008
009
FREEL ANCER.COM
FREEL ANCER.COM
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER LIMITED ANNUAL REPORT
2023
2023
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FREEL ANCER.COM
FREEL ANCER.COM
Freelancer 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.
Ahmed C. @ahmadcheni31
5.0
3D Artist and Animator
010
011
FREEL ANCER.COM
Made real.
Hire a Freelancer
Aristomenis T. @menithings
5.0
Concept Designer
012
013
FREELANCER LIMITED ANNUAL REPORT2023 CASE STUDIES
FREEL ANCER LIMITED ANNUAL REPORT
2023
CASE STUDIES
Tamworth Country Music
Festival '24 Mobile App
Adam Simon, an Aussie music entrepreneur from Sydney, envisioned a mobile app to
enhance the Tamworth Country Music Festival. Turning to Freelancer, he sought a skilled
developer. The project aimed to create an iOS and Android app for artist-fan connections.
Tamworth '24 app launched successfully, amassing 3000 downloads and rave reviews.
Throughout the project, my freelancer
was professional, dedicated and patient
working on this project with me and
my team. Highly recommended and
looking forward to working with them
again in 2024 on our next project.
Adam Simon @adamsimon
Music entrepreneur
5.0
Raewyn Sleeman @raewyns
Founder Stratagease
Redefining Small
Business Marketing
Dr. Sleeman noticed a big problem among small business owners.
"I saw how many small business owners were confused about how
to grow their business," she recalls. Raewyn came up with the idea
for the Marketing Strategy app, which gives personalized marketing
plans for small businesses. With the basic screens for the app already
made, Raewyn got help from Freelancer to make her idea real.
The impact of Raewyn's teamwork with Freelancer has been huge. Since
the app launched, it's been downloaded over 50,000 times and used
by entrepreneurs in 176 countries across 150 different industries.
It's amazing to see the difference
my app is making. It's providing
easy access to marketing expertise
for those who need it most.
014
014
014
015
FREELANCER LIMITED ANNUAL REPORT M ARKE TPL ACE STATISTICS
Projects
Posting projects makes up the core of the Freelancer
experiences, taking our clients hopes and dreams and
making them real.
Our clients simply describe what they need to get done,
what skills they require and their budget, before posting
it to millions of freelancers for free.
Bids from our world-wide network of freelancers come
in almost immediately, with 71% of projects in 2023
receiving a bid within 60 seconds. Once the client
selects a freelancer, they set up payments using our
secure Milestone Payment System, and watch as their
dreams are transformed into reality.
Freelancer offers over 3,000+ different categories of
work on the platform, ranging from building simple
websites or creating social content, through to complex
and highly skilled areas such as fluid dynamics or
quantum physics. No project is too large or small - they
range from $10 through to $100,000+.
$259 42
AVERAGE PROJECT SIZE
7% UP ON PCP
AVERAGE BIDS
PER PROJECT
UX/UI design
Afif is a very smart and driven expert developer. He is
quick and efficient in getting the tasks done and great
to work with all around. I highly recommend Afif.
Jefferson Sauveur M. @jefferson1710
016
016
017
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2023
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FREEL ANCER.COM
Contests
Competition lies at the heart of innovation and ideation.
Freelancer brings this concept into the digital age with its
contest platform.
Powered by millions of freelancers, contests deliver the
perfect solution for any project through the magic of
crowdsourcing. From visual design work through to idea
generation, our skilled freelancers digest the brief and submit
a variety of fully fleshed out solutions ready for production.
Contests can be simple or complex, and NASA, alongside
various other US government departments, use contests
to help them source novel solutions to unique and complex
problems, ranging from maternal health to gene editing.
In 2023 alone, the platform generated over 13 million ideas to
help contest holders find solutions quickly and collaboratively.
341
AVERAGE NUMBER OF
ENTRIES PER CONTEST
13.9m
ENTRIES CREATED IN 2023
018
018
019
019
FREEL ANCER.COM
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER.COM
Unlock AI potential
In 2023, we supercharged the marketplace with powerful AI innovations
that increased personalisation throughout the funnel.
From overhauling the job posting flow leading to an increase in client
conversions, to integrating multiple AI tools that empower freelancers
to perform their best work and have been used millions of times. We’ve
already observed dramatic increases in not only quality of work, but
overall productivity and speed of delivery.
Entering 2024, we're focused on leading the AI revolution in the world
of work. Our commitment to providing our freelancers with the best
AI tooling will ensure they remain at the cutting edge, delivering
unparalleled productivity and quality.
Freelancer isn't just a marketplace, it's the launchpad for businesses
and entrepreneurs to leverage AI and catapult into the future.
020
021
FREEL ANCER ENTERPRISE
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER LIMITED ANNUAL REPORT
2023
2023
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER ENTERPRISE
The world’s
largest
crowdsourcing
marketplace
Freelancer Enterprise provides enterprise-level
clients with access to highly skilled, curated, vetted
on-demand talent in the world's largest cloud
workforce, instantly.
In 2023, key highlights included finalising negotiations
with a major player in the North American oil and gas
industry, onboarding an international leading beauty
company in EMEA, and successfully activating a pilot
campaign for a major Chinese retailer.
The Deloitte MyGigs program, a tailored version of
the Freelancer InSource platform integrated with
SAP Fieldglass, witnessed significant adoption within
Deloitte. With over 50,000 Deloitte staff already
onboarded, MyGigs facilitates project postings both
internally and externally, leveraging the broader
Freelancer marketplace.
Our global fleet and field services division has seen
remarkable progress, marked by a thriving partnership
with a major computer company resulting in a three-
year contract renewal and geographical expansion,
totalling 46 cities across 5 countries. This year
witnessed rapid scaling across major Indian cities,
driving technology adoption and increasing total
volumes by over 150%.
022
Bahrain Freelancer Accelerator
Empowering Digital Skills Education in 2024
x Brightdock
023
FREEL ANCER ENTERPRISE
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER LIMITED ANNUAL REPORT
FREEL ANCER ENTERPRISE
NASA and the
US Government
NASA and Freelancer have been working together since
2015 to crowdsource solutions to some of the most
complex challenges imaginable, pushing the boundaries
of innovation.
In 2023, NASA and the National Institute of Health (NIH)
launched our biggest challenge yet - the TARGETED
Genome Editor Delivery Challenge with a US$6m prize
pool. Entries into this marquee contest showcase the
sophistication and depth of our freelance labour pool.
Winners of the first phase ($1.375m) included teams
from some of the top universities in the United States,
including MIT, Harvard, University of Pennsylvania, Yale,
Cornell and many more.
With NASA recently announcing its new round of open
innovation contests and our Enterprise team expanding
our Contest product beyond just NASA and the US
government to other organisations globally, the future of
enterprise-grade crowdsourcing at Freelancer is bright.
024
025
FREEL ANCER.COM
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2023
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FREEL ANCER.COM
This architectural 3D render
was for a beachside family
holiday house.
$290
USD
16
DAYS
This visually striking UX/UI design
was for a video editing mobile app
for visual storytellers.
$500
USD
10
DAYS
026
027
Our Online
Economy
028
029
This map illustrates the Freelancer online economy.
The pink lines indicate where projects are being
posted by clients 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.
AWARDS
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER LIMITED ANNUAL REPORT
REACH NEW HEIGHTS
Reach new heights
We are thrilled to announce the launch of the International Freelancer
Certification, a world class learning program for freelance talent, in
partnership with Matt Starky (@brightdock), one of our top freelancers.
In this annual subscription-based program, Matt Starky draws upon his years
of experience to deliver critical insights and learnings, alongside personal
guidance and mentoring, to budding freelancers eager to advance their
freelance careers.
2022/23 Awards
2022 Stevie International
Business Awards (IBA):
Gold Stevie Award for Business or
Professional Services
Gold Stevie Award for Company of
the Year - Transportation - Medium size
27th Annual Webby
Awards 2023:
Official Webby Honoree
Websites and Mobile Sites Employment
Stevie Awards
The Stevie Awards are the world’s premier business awards, which were
created in 2022 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. The Stevie International Business Awards
are open to all organizations worldwide, and include categories to honor
accomplishments in all aspects of work life.
030
031
RE: Trust Deedzz
ESCROW.COM
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER 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. It is the
most secure payment method for high value transactions,
safeguarding both the buyer and seller with all funds kept in
trust that are transacted in escrow.
The primary focus for the Escrow team in 2023 has been
the integration of a checkout solution into a prominent SaaS
shopping cart platform.
As the leading online solution for high-value payments,
Escrow is uniquely positioned to allow eCommerce
companies to expand their total addressable markets into
high-value goods and services, which were previously
unable to be effectively and safely serviced by existing
payment methods, such as credit cards.
Escrow’s secure payment process can be applied to a large
number of verticals, including real estate, import/export,
asset sales and many more, disrupting existing transaction
methods which are often archaic and risky by replacing
them with a smooth, secure, online checkout experience.
Median prices for certain
Escrow.com, partnered with new
domain categories, such as '.ai'
M&A marketplaces and brokers,
domain names, reached record
expanding its presence in the
highs in 4Q23.
automotive sector.
032
033
ESCROW.COM
FREEL ANCER LIMITED ANNUAL REPORT
2023
FREEL ANCER LIMITED ANNUAL REPORT
ESCROW.COM
+
Escrow.com is the only online
payment method for eBay Motors
listings in the United States
2000
2019
2023
EBAY PARTNERS WITH
EBAY MOTORS INTEGRATES
THE RELATIONSHIP
ESCROW.COM TO PROVIDE
ESCROW.COM AS THE EXCLUSIVE
BETWEEN EBAY MOTORS
ESCROW SERVICES AS PART OF
ONLINE PAYMENT OPTION FOR
AND ESCROW.COM EXPANDS.
EBAY’S ASSURANCE PROGRAM.
THE WEBSITE AND MOBILE APPS.
Escrow.com and eBay Motors
enabled the secure sale of a
1930 Ford Model A from Poway,
California to Farmington,
New York - a distance that
would normally be complicated to
transact over.
034
+
Escrow.com ensures the
safety of startup acquisitions
As soon as a letter of intent or an asset purchase agreement is signed,
Escrow.com ensures the acquisition deal proceeds safely and smoothly
for both parties.
035
LOADSHIF T
FREEL ANCER LIMITED ANNUAL REPORT
LOADSHIF T
Australia’s
largest freight
marketplace
Building upon our legacy since 2007, Loadshift remains at the forefront
of Australia's digital freight industry, reshaping the landscape of
transportation solutions for individuals and businesses alike. In 2023,
our platform continued to thrive, showcasing remarkable growth and
adaptation to evolving market needs.
238%
GROSS MARKETPLACE
VOLUME ON PCP
273%
AWARDED JOBS ON PCP
036
037
FREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS’ REPORT
DIRECTORS’ REPORT
Executive Chairman
BE (Hons I)
GDipAppFin MAppFin HonDlitt Macq
(appointed 10 April 2010)
BSc (Hons I) Syd
MSEE (Stanford) GAICD FIEAust
Directors’
Report
Your Directors submit the financial report of
Freelancer Limited (the Company) for the year
ended 31 December 2023. 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:
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 196,584,607 fully paid ordinary
shares, including a relevant interest in 809,528 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 195,775,079 fully paid ordinary
shares (representing 43.34% of issued capital).
Member of the Nomination and Remuneration
Committee and Audit Committee.
038
039
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Non-Executive Director
Executive Director
BSc (Hons I)
from 1 November 2015
until 31 October 2015
PhD (Computer Science)
Non-Executive Director
(appointed 10 April 2010)
(appointed 10 April 2010)
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.
Simon
Clausen
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 161,309,528 fully paid ordinary
shares, including a relevant interest in 809,528 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 35.53% of issued capital).
Member of the Nomination and Remuneration
Committee and Audit Committee.
040
041
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS' REPORT
DIRECTORS' REPORT
Company Secretary
Freelancer.com
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
Marketplace
In 4Q23 we added 1.4m new users and 201k new projects to the marketplace. The average project size was
online outsourcing marketplace and escrow payment services.
There were no significant changes in the nature of the principal activities during the financial year.
US$259, down 2.6% on pcp in the quarter. This average project size includes all enterprise customers and the
Loadshift division. Large number of small value projects from our Freelancer Global Fleet are counterbalanced
by the large values of Loadshift loads.
Freelancer revenue was $44.2m (down 2.8% on pcp). Freelancer GMV was $132.1m
(up 2.9% on pcp). The segment was Operating EBITDA positive in the year.
Review of Results and Operations
The Group’s profit / (loss) attributable to equity holders of the Company,
after providing for income tax, was $189,000 (2022 loss: $5,413,000).
Key
Performance
Highlights
Year ended 31 December
Financial metrics:
Gross Marketplace 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 Marketplace Volume (GMV) represents the underlying transaction
value between third parties which is the basis for Freelancer's revenue,
i.e. the value of services performed (Freelancer); goods shipped
(Loadshift) or goods / services exchanged (Escrow). GMV is an
unaudited metric. Marketplace segment FY23 GMV A$132.1 million
(up 2.9% on prior corresponding period), Payments segment GMV
A$888.6 million (down 5.8% on prior corresponding period).
2 Net Revenue excluding Escrow.com for FY23 was $44.2m
(down 2.8% on prior corresponding period).
3 Excludes non-cash share based payments expense of
$115k in FY23 and $159k in FY22.
FY23
$m
1,021
53.3
44.2
83.0%
0.6
0.3
0.3
1.9
1.1
23.3
6.9
72.1
FY22
$m
% Change
1,072
55.7
46.9
84.3%
(6.6)
(6.9)
(5.3)
(4.2)
1.2
22.2
6.7
65.1
-4.8%
-4.2%
-5.7%
-1.6%
+109%
+105%
+106%
+145%
-10%
+5%
+3%
+11%
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
the corresponding lease liability. Depreciation of $4.5m (FY22:$4.2m)
and finance costs of $1.7m (FY22:$1.7m) relating to office leases
(accounted for in accordance with AASB 16 Leases) are included in the
EBITDA calculation.
5 Total Projects and Contests Posted was redefined in January 2016 to
Total Jobs Posted (filtered). Jobs Posted (Filtered) is defined as the sum
of Total Posted Projects and Total Posted Contests, filtered for spam,
advertising, test projects, unawardable or otherwise projects that are
deemed bad and unable to be fulfilled.
6 User and project/contest data includes all users and projects/contests
from acquired marketplaces. Includes Escrow.com unique users.
FIG.1
AVERAGE PROJECT SIZE (US$) INCL. ENTERPRISE & LOADSHIFT
Marketplace liquidity remains strong, with the average bids per project remaining at 42 (~ flat on pcp),
and average entries per contest now an astounding 341 (up 11.1% on pcp).
Product & Engineering
Our focus for FY23 was on user-facing product, including:
1. Personalisation to drive core marketplace conversion via AI,
2. Collaborative features to drive retention, engagement and growth
3.
Improve acquisition through organic channels
4.
Taking UX & design to the next level: from consistent to delight
042
043
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS' REPORT
Personalisation to
Throughout FY23, the product team had a major focus on personalising the product via the introduction
drive core marketplace
and optimisation of AI throughout the funnel. This included an overhaul of the job posting process to take
conversion
advantage of enhanced personalisation via AI, integration of AI tooling for use by freelancers, and much more.
In 4Q23 we released a completely new design for our job posting flow, alongside updates to the underlying
AI model, resulting in new client conversion uplifts exceeding 5%.
FIG.3 SERVICES LANDING PAGE
Improve acquisition
Acquisition remained an important pillar of our FY23 product strategy, with the primary focus being on
through organic
developing new organic (free) marketing channels, whilst continuing to lift the ROAS (Return On Ad Spend) of
channels
our existing paid channels.
We’ve continued our investment in viral acquisition, with distinct active referring users up 70% in 4Q23 as
compared to 4Q22. We also began to roll out a rebuild of the logged-out project listings page, with a focus on
performance and quality.
Whilst the primary focus was on development of new organic channels, we also continued to work hard on
improving our paid channels. Throughout the year our ROAS lifted by around 25% for our primary SEM channel,
driven by incremental improvements to conversion.
NDE REVENUE (30 DAYS EXCL. ENTERPRISE) AMOUNT/COST (USD)
FIG.2 NEW POST PROJECTS EXPERIENCE
We also launched a new series of AI-related landing pages, helping companies and individuals understand the
potential of AI, and introducing a new AI powered consultant.
Finally, we continued to improve the ability of freelancers to personalise their profile pages, allowing them to
create specific profiles for each skill. Since release, nearly half a million bids have been created from thousands
of new profiles.
Collaborative features
Collaboration featured heavily in our FY23 product strategy, with the bulk of our efforts focused on improving
to drive retention,
our Groups product. With thousands of users making tens of thousands comments every month, this has now
engagement and growth
become the centrepiece of our collaboration strategy. FY24 will be focused primarily on integrating this product
into the project workflow.
We continue to focus heavily on collaboration, with a new “Project Updates” feature focused around lifting
client-freelancer communication & engagement released into beta testing in the last week.
Additionally, in 4Q23 we launched the ability for freelancers to create commoditised services, powered by
our quotations & subscriptions products, in preparation for a major launch in FY24. Since then thousands of
services have been created, and we look forward to discussing this further in future reports.
044
045
FIG.4 ACQUISITION 30 DAY REVENUE
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS' REPORT
DIRECTORS' REPORT
Taking UX & design
In FY23 our UX improved leaps and bounds, with the focus gradually shifting from consistency & basic
Our Product Focus
As we move into 2024, our product focus will shift slightly. Many of the same themes will remain in some form.
to the next level:
useability to delight. We believe that despite UX improvements being difficult to measure, they underpin the
for 2024
from consistent to delight
success of all of our product development efforts, and subsequently are critical to our long term success.
In 4Q23, we released a series of significant updates. We introduced dark mode navigation and a new
homepage design for a clearer, more user-friendly experience. We made substantial improvements to the
mobile interface, especially on management and start pages, to streamline project postings and quotes
creation. Innovations like micro animations, a smarter navigation bar, and a revamped system status
messaging system enhanced interactivity, screen usability, and overall clarity. We also fixed numerous UI bugs,
making the platform smoother and more reliable for everyone.
1. Turn Freelancer from a painkiller into a narcotic
Ensuring our clients come back time and time again, making regular repeat purchases
from our huge base of freelance talent.
2. Reinvent the world of work in the AI revolution
The economic landscape made a major paradigm shift in 2023, with generative AI products increasingly
going mainstream. In 2024, we will focus on ensuring our freelancers stay at the forefront of this revolution,
substantially enhancing their productivity and quality of output.
3. Rethink client acquisition in a world without google
With the introduction of generative AI, existing organic acquisition channels will change substantially
in nature, and new channels will rise. Our focus in 2024 will be on ensuring we take full advantage of
this changing landscape.
4. World leading UX and design that wins awards
Our UI/UX improved significantly in FY23, and our focus moving into FY24 is to move towards a
position of leadership in this space.
We look forward to reporting on each of these goals as FY24 progresses.
Trust & Safety
Marketplace spam activity continues to drop, with the number of activated spam projects in the past 30 days
now below 5%. We will continue to fight spam & scams wherever we find them as we continue our efforts to
ensure Freelancer.com remains a trusted place for global commerce.
FIG.5 OVERHAULED EXPERIENCE
FIG.6 MOBILE EXPERIENCE
046
047
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS' REPORT
Enterprise
The Freelancer Enterprise division deepened a number of strategic engagements with
our Enterprise partners in 2023. During 4Q23 we delivered 55% revenue growth on pcp,
resulting in overall growth for the year of 12% on pcp.
Key Highlights of 4Q23:
Oil and Gas: We finalised negotiations with one of the world’s largest publicly traded oil and gas companies,
in direct partnership with their preferred managed service provider in the United States. The scope of work
was defined and is set to be rolled out in the first half of 2024. We are currently exploring deeper integration into
the platform.
FMCG: In November, we finalised commercials with and on boarded one of the leading beauty companies in
the world, composed of several iconic brands. They selected Freelancer as they are looking for an alternative
talent sourcing strategy and more flexibility in their hiring initiatives. During the quarter, we signed the
agreement, completed the vendor onboarding process and prepared to activate the pilot campaign in
Q1 of 2024.
In-Flight Proposals: Ended the quarter with proposals in progress for engineering services and ongoing project
management including a strategic platform-based transformation opportunity with a global BPO leader.
New Partners: With a positive outlook for H12024, we’re taking the opportunity to make further inroads into the
future of global talent management via new agreements with outsourcing solution specialists in the US, EMEA
and APAC. These partnerships will unlock our potential by increasing our scope to enter new markets such as
countries in the LATAM region.
Activation Program: Freelancer’s new client Activation Program went through a redesign to ensure partners
at all stages of growth are appropriately serviced. This three-fold approach starts with educating partners
on how they can leverage Freelancer in their day-to-day operations and progresses through the full customer
lifecycle journey. The overarching goal of this initiative is to make Freelancer a habit-forming product for major
corporations internationally.
Government Engagements: We are seeing a continuation of strong demand from Governments. During the
quarter, we progressed commercials with several Labor/Economic/Human Resource Ministries who are
looking to grow freelancing in the region as a key economic driver over the next 5 to 10 years. As we enter
2024, two of these State Sponsored opportunities have reached the final stages of negotiation.
Deloitte MyGigs: Deloitte member firms across EMEA and APAC have expressed renewed interest in deploying
their own instances of MyGigs based on new initiatives driven by the Innovation and Learning and Development
teams. They are in the process of assessing the feasibility of respective pilots ahead of their budget planning
for the next fiscal year.
DIRECTORS' REPORT
Global Fleet/
Field Services
This year we continued to scale rapidly across the major cities in India with the global computer and printer
company, expanding our scope and driving adoption of our technology to increase total volumes by over 150%.
Our technical integration continues to improve and provide better operational efficiency. This consistent
commitment to advancements in the technology was pivotal in enabling our growth and expansion, not only
this quarter but right across the entire year. We had a 25% increase in volumes in 4Q23 compared to 3Q23 and
a 156% increase for FY23 to FY22.
As of the time of writing this report, we are now live and operational in 46 cities across 5 countries globally,
servicing multiple product types varying from repairing laptops to installing printers. To date, we’ve completed
over 44,000 jobs globally, showing our commitment to leading the market in innovative global fleet and
field services.
FIG.7 FREELANCER GLOBAL FLEET ENGINEERS AND CUSTOMERS IN INDIA
Balaraga
Johor
MALAYSIA
Jakarta
Selangor
Pahang
Serang
INDONESIA
Tangerang
Depok
Bogor
Woolner
Bendigo
AUSTRALIA
Ballarat
Geelong
Hervey Bay
Brisbane
Wodonga
Wollongong
Surat
Auckland
Warragul
NEW ZEALAND
Wellington
Indore
Bhopal
Vadodara
Gurugram
Bharuch
Ahmedabad
Pune
Mumbai
Bengaluru
Sivaganga
Theni
Madurai
Ramanathapuram
Delhi
Noida
Lucknow
INDIA
Jamshedpur
Kolkata
Bhubaneswar
Karimnagar
Visakhapatnam
Hyderabad
Puducherry
Dindigul
Chennai
Vellore
Nizamabad
FIG.8 OUR GLOBAL FOOTPRINT ACROSS FIVE COUNTRIES COVERING 46 CITIES
048
049
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS' REPORT
DIRECTORS' REPORT
NASA &
2023 was another excellent year for the NASA and US Government operations team. Once again through this
U.S. Government
engagement Freelancer continues to deliver high end, complex projects to major agencies.
Escrow.com
In Q4 we deepened our strategic relationship with NASA through a site visit to the NASA Johnson Space Center
in Houston, TX, USA, facilitating face-to-face meetings with key stakeholders including the Manager and Deputy
Manager of The Center of Excellence for Collaborative Innovation (CoECI). This visit provided valuable insights
into the current NOIS2 contract and the future NOIS3 engagement for 2025 and beyond. The US government
contract owners provided important feedback on our existing processes and offered recommendations
for enhancement.
In 2023, this engagement generated over $1,050M USD in revenue, with a tick over $340k USD generated
in Q4 alone. Throughout the year, the team secured projects totaling $805,000 USD and we maintained our
commitment to service delivery for 9 projects.
Looking forward, we are proactively planning to diversify our client base beyond NASA by developing collateral,
strategies and processes to pursue new government and enterprise opportunities in APAC and North America.
Deloitte MyGigs
MyGigs is a Deloitte-branded version of the Freelancer InSource platform tailored to meet the needs of Deloitte
practitioners and tightly integrated with SAP Fieldglass. Projects are posted both “internally” (to Deloitte
practitioners) and “externally” to the greater Freelancer.com marketplace. Over 50,000 Deloitte staff have been
onboarded to the platform already. A dedicated team of product managers and engineers have been working
closely with Deloitte to further tailor and enhance product and integration capabilities. Freelancer will also
continue to collaborate with Deloitte’s internal marketing and adoption teams to drive activation throughout the
coming year.
Freelancer has commenced negotiations to expand the MyGigs program to additional Deloitte business units
in APAC and Europe in FY24.
Escrow.com is the world’s largest and only multi-jurisdictional licensed online escrow
company. Escrow.com Gross Payment Volume (GPV) in 4Q23 was AU$217.9 million,
up by 15.1% on pcp (US$142.1 million, up by 14.2% on pcp).
For FY23, Escrow GPV was AU$897.7m, down 5.9% on pcp (US$596.8m, down 10.7% on pcp). Despite this
dip from the peaks of late 2021, Escrow's growth trajectory remains consistent with pre-pandemic trends and
4Q23 was in the top 10 all-time for Gross Payment Volume.
Venture capital investment has significantly impacted the aftermarket domain market, with a dynamic shift
from a peak in funding activity in 2021 to a slowdown by late 2022 and continuing into 2023. Looking ahead,
venture funding levels are expected to stabilise in 2024, with a particular rebound in AI. Escrow.com is aiming
to widen its customer base by incorporating its checkout solution into a leading SaaS shopping cart platform,
scheduled for launch in the second quarter of 2024. This development represents a strategic move towards
broader diversification and enhanced service offerings.
In the quarter, Escrow.com also bid on a major government tender in the automotive space.
FIG.10
ESCROW GROSS PAYMENT VOLUME (USD) BY QUARTER SINCE INCEPTION
FIG.9
EESCROW GROSS PAYMENT VOLUME (USD) BY QUARTER SINCE INCEPTION.
050
051
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS' REPORT
Loadshift
In 4Q23, Loadshift continued to shape the landscape of Australia's heavy haulage transport
market. Loadshift has exhibited remarkable growth in several key areas, notably in the
volume of quotes and awarded jobs, which underscores the company's expanding market
presence and operational efficiency. In CY23, GMV saw a significant increase of 238.4% pcp,
indicating healthy business growth and an effective revenue model after transitioning to the
marketplace model.
Q4 Performance
•
Loads Posted: There was a decrease in the number of loads posted, moving from 15,295 in Q4 2022 to
Highlights
13,015 in Q4 2023, marking a 14.9% decline. This drop is a result of reduced reposts as more loads become
awarded and the load expiry time was increased, removing duplicate postings. Additionally some low award
rate abusers of the platform were removed.
•
Quotes: The company saw a substantial increase in quotes, from 22,815 in Q4 2022 to 73,017 in Q4 2023,
translating to a 220.0% growth. This significant rise in quotes per job, from 1.5 to 5.6 (273.3%), suggests an
increase in carrier engagement and competitive bidding within the Loadshift platform.
•
Awarded Jobs: There was an impressive 272.7% increase in awarded jobs, from 796 in Q4 2022 to 2,967
in Q4 2023. The award rate also improved dramatically, from 5.2% to 22.8% (338.0%), indicating a higher
conversion rate of quotes to awarded jobs. This award rate is anticipated to continue to risk in CY24.
Total kilometres posted were 17,510,304, representing ~$70m Notional Gross Load Value (NGLV) and an annual
NGLV of approximately $280m.
FIG.12
NUMBER OF QUOTES PLACED PER WEEK IN THE LAST 12 MONTHS
FIG.11
VENTURE CAPITAL FUNDING
Product
In 4Q23, building upon the initiatives outlined in 3Q23, Escrow.com maintained its focus on enhancing
automation and streamlining operational processes to further strengthen scalability.
Key advancements included:
•
•
•
Refining ACH payment processes,
Integrating additional automation into due diligence reviews, and
Enhancing payment processing mechanisms.
Partner Activity
In 4Q23, Escrow.com actively pursued the e-commerce vertical, while continuing to support a variety of
marketplaces and brokers, extending across both existing and new partners. Within the e-commerce space,
during 4Q23 Escrow.com signed partner agreements with a Fortune 500 company e-commerce platform, and
one with NASDAQ listede-commerce platform. Both these companies provide software as a service to online
retailers. The pursuit of additional partnerships in this sector is planned for 1Q24 and 2Q24.
In addition to this, Escrow.com partnered with three new M&A marketplaces and brokers throughout 4Q23,
growing our M&A client portfolio and increasing our presence within this vertical.
In automotive, Escrow.com focused on solidifying its relationship with eBay Motors and discussed potential
expansion of our current integration that will be explored further within 1Q24 & 2Q24. Escrow also signed
one new global automotive marketplace, specialising in worldwide overland vehicles. Capitalising on this,
Escrow.com attended the NADA Show convention event in 1Q24, allowing the team to meet with both new
and existing clients and continue to position Escrow.com as the secure high-value payment method for online
automotive marketplaces.
Domain Names
In the second half of the year, the total domain name volume on Escrow.com eased slightly from $85M in
3Q23 down to $79M in 4Q23. For most domain categories, prices were steady quarter on quarter.
Escrow.com’s domain name partner portfolio grew during 4Q23 with the addition of two new partners and
notably, the value of ‘.ai’ domain names hit another record high in 4Q23. The median price of a four character
.com domain increased by 30% in 4Q23 compared to 3Q23, also hitting a record high.
To solidify our international standing, Escrow will again have a presence at NamesCon, the #1 domaining
event in the world, bringing together the people who build the domain name industry. Held in Texas in June,
preparations and planning are underway at the time of writing this report.
052
053
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS' REPORT
Balance Sheet
As at 31 December 2023, the Company held cash and equivalents of $21.2 million and no net debt,
down 9.4% on FY22.
Trade and other receivables include receivables from various payment gateways and enterprise customers.
These decreased by 17% from FY22
Trade and other payables includes user obligations (user balances and milestone payments held on
balance sheet). These decreased by 8% from FY22
Continued operating cost efficiencies are expected to maintain profitability, which will strengthen the
balance sheet in FY24.
Dividends paid or recommended
There have been no dividends paid or provided for the financial year ended 31 December 2023 (2022: nil).
The Company has established a Dividend Reinvestment Plan (DRP). The full terms and conditions of the
DRP are available on the Company’s website, www.freelancer.com.
FIG.13
DEMOBILISATION FROM KALGOORLIE WA TO EAGLE FARM QLD VIA LOADSHIFT
Review of Financial Performance
Significant changes in state of affairs
The Company achieved Net Revenue of $53.3 million in FY23 (down 4.1% on the previous corresponding period),
and Gross Marketplace Volume of $1,020.7 million (down 4.8% on the previous corresponding period). Revenue
excluding Escrow.com was $44.2 million (down 2.8% on the previous corresponding period). Escrow.com
revenue was $9.1 million (down 9.9% on the previous corresponding period).
The Company achieved a gross margin of 83.0% in FY23 compared to the previous corresponding period of
84.3%. The lower margin was primarily driven by increased costs associated with fraud prevention tooling,
however the gross margin remains within a consistent range since 2011. The Company’s cost of sales
predominantly consists of transaction costs incurred from the various gateways relied upon to process user
payments, various provisions taken for credit card chargebacks and fraud risks. Cost of sales also includes
direct labour costs incurred in servicing enterprise customers.
The Company reported a NPBT of $0.2 million in FY23 (FY22: $(7.0) million). This represents a major turnaround
in profitability compared to the previous corresponding period. The Company has made significant progress
on extracting cost efficiencies across all functions of the business and continues its focus to optimise costs
wherever possible, without compromising revenue growth. Overall costs were 18% lower than FY22 and as a
result the group was EBITDA positive for FY23. The group now has a structurally lower cost base, which has it
well placed to achieve sustainable profitability in FY24 and beyond. As of 31 January 2024, the company had
318 FTE staff.
The Company posted a positive operating cash flow of $1.9 million in FY23 (FY22: ($4.2) million). Operating
cash flow excludes $4.2 million (FY22: $3.8 million) of lease payments associated with office premises, which
have been reflected as finance costs in accordance with AASB 16 Leases.
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 aware of any circumstance that has arisen since 31 December
2023 that has significantly affected, or may significantly affect the Group’s operations in future financial years,
the results of those operations in future financial years, or the Group’s state of affairs in future financial years.
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 activities that have a marked influence on the environment.
As such, the Directors are not aware of any material issues affecting the Group or its compliance with the
relevant environment agencies or regulatory authorities.
054
055
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS' REPORT
Insurance and indemnification of Directors and Officers
Non-audit services
During the financial year, the Group paid premiums based on normal commercial terms and conditions 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 been disclosed as it is
subject to the confidentiality provisions of the insurance policy.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor
and its related parties amounted to $26,000 (2022: $20,000).
The Directors are satisfied that the provision of non-audit services in the form of tax compliance services during
the year by the auditor (or another person or firm on the auditors’ behalf) is compatible with the general standard
The Company has in place Deeds of Indemnity, Insurance and Access with each of its current Directors and
of independence for auditors imposed by the Corporations Act.
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
The Directors are of the opinion that the services as disclosed in Note 21 to the financial statements do not
compromise the external auditor’s independence, based on advice received from the Audit Committee, for the
following reasons:
•
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in Code of
Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional
& Ethical Standards Board, including reviewing or auditing the auditors own work, acting in a management
or decision making capacity for the Company, acting as advocate for the Company or jointly sharing
economic risks and rewards.
During the financial year six meetings of Directors were held. Other matters arising during the year were resolved
by circular resolutions.
The following persons acted as Directors of the Company during the financial year, with attendances to meetings
of Directors as follows:
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.
Director meetings
Audit Committee meetings
Nomination and
Remuneration meetings
Auditor’s independence declaration
Eligible to attend
Attended
Eligible to attend
Attended
Eligible to attend
Attended
the year ended 31 December 2023.
The auditor’s independence declaration is included on page 65 and forms part of the Directors’ Report for
R.M. Barrie
S.A. Clausen
D.N.J. Williams
6
6
6
6
6
6
2
2
2
2
2
2
-
-
-
-
-
-
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
056
057
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS' REPORT
N.L. Katz – Chief Financial Officer and Company Secretary
Non-Executive Directors
$
Remuneration Report
This audited Remuneration Report for the Group which forms part of the Directors’ Report for the financial year
ended 31 December 2023, details the nature and amount of remuneration for each Director and the Executives.
Key management personnel (KMP) comprise:
R.M. Barrie – Executive Chairman
S.A. Clausen – Non-Executive Director
D.N.J. Williams – Non-Executive Director
•
•
•
•
Remuneration Policy
The performance of the Group depends upon the quality of its directors and executives. The Group recognises
the need to attract, motivate and retain highly skilled directors and executives.
The Board of Directors, through its Nomination and Remuneration Committee, accepts responsibility for
determining and reviewing remuneration arrangements for the Directors and Executives. The Nomination
and Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of
Directors and Executives on a periodic basis by reference to 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 reflect the demands which are made of the Directors in fulfilling
Director remuneration
their responsibilities. The Constitution of the Company provides that the Non-Executive Directors of the
Company are entitled to such remuneration, as determined by the Board, which must not exceed in aggregate
the maximum amount determined by the Company in general meeting. The most recent determination was
at a General Meeting held on 9 October 2013 where the shareholders approved an aggregate remuneration
of $300,000. Annual Non-Executive Directors’ fees currently agreed to be paid by the Company are $25,000
(2022:$25,000) to S.A. Clausen and D.N.J. Williams inclusive of superannuation.
Executive and Executive
Director remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes
any fringe benefits tax charges related to employee benefits, including motor vehicles), as well as employer
contributions to superannuation funds.
Executive and Executive Director remuneration levels are reviewed annually by the Nomination and
Remuneration Committee through a process that considers the overall performance of the Group.
The Executive Directors are not paid any director fees in addition to their fixed remuneration as Executives.
Performance
Performance based remuneration is at the discretion of the Nomination and Remuneration Committee. These
based remuneration
can take the form of cash bonuses, invitations to participate in the Company’s Employee Share Plan (ESP) or
invitations to participate in the Company’s Long Term Incentive Plan (LTIP).
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
Executive Directors
S.A. Clausen
2023
2022
D.N.J. Williams
2023
2022
Executive Directors
R.M. Barrie
2023
2022
Other KMP
N.L. Katz
2023
2022
Total
2023
2022
$
-
-
-
-
$
-
-
-
-
581,492
26,312
569,096
23,078
$
-
-
2,460
2,288
25,904
25,904
$
$
-
-
-
-
-
-
25,000
25,000
25,344
25,172
633,708
618,078
372,400
24,787
27,600
94,497
519,284
378,319
21,512
27,600
94,500
521,931
25,000
25,000
22,884
22,884
-
-
-
-
47,884
953,892
47,884
947,415
51,099
44,590
55,964
55,792
94,497
1,203,336
94,500
1,190,181
The remuneration of key management personnel in the years ended 31 December 2023 and 2022 were 100%
fixed, and there is no link between remuneration and the market price of the Company’s shares.
058
059
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 DIRECTORS' REPORT
DIRECTORS' REPORT
ESP shares
Details of ESP shares in the Company held directly, indirectly or beneficially, by KMP, including their related
Ordinary share capital
Details of ordinary shares in the Company held directly, indirectly or beneficially, by KMP,
parties, is as follows:
including their related parties, is as follows:
2023
Other KMP
N.L. Katz
Total
2022
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
440,539
440,539
-
-
-
-
-
-
-
-
-
-
-
-
440,539
176,216
264,323
440,539
176,216
264,323
440,539
308,378
132,161
440,539
308,378
132,161
Ordinary share
Details of ordinary shares options in Payments Pty Ltd held directly, indirectly or beneficially, by KMP,
options in subsidiary
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
2023
Other KMP
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
S.A. Clausen
195,914,801
160,500,000
D.N.J. Williams2
10,758,165
Other KMP
N.L. Katz3
Total
2021
Directors
R.M. Barrie1
S.A. Clausen
595,000
367,767,966
195,281,931
160,500,000
D.N.J. Williams2
10,758,165
Other KMP
N.L. Katz3
Total
595,000
367,135,096
-
-
-
-
-
-
-
-
-
-
1,139,778
-
-
-
1,139,778
632,870
-
-
-
632,870
-
-
-
-
-
-
-
-
-
-
197,054,579
160,500,000
10,758,165
595,000
368,907,744
195,914,801
160,500,000
10,758,165
595,000
367,767,966
N.L. Katz
10,000,000
10,000,000
Total
2022
Other KMP
N.L. Katz
10,000,000
Total
10,000,000
-
-
-
-
-
-
-
-
-
-
-
-
10,000,000
7,000,000
3,000,000
Loans to
The following loan balances are outstanding at the reporting date in relation to remuneration arrangements
10,000,000
7,000,000
3,000,000
directors and key
with Executive Directors and KMP in respect of fully paid shares and shares issued under the Employee Share
management personnel
Plan (ESP).
10,000,000
9,000,000
1,000,000
10,000,000
9,000,000
1,000,000
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 willnot 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. Further information relating to the ESP is set out in Note 24 of the financial
statements. Loans provided in respect of fully paid shares are recognized in the financial statements.
Other KMP:
N.L. Katz*
Total loans to Directors and KMP
2022
$000
324
324
2022
$000
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 $117,000. 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 2023 (2022: 1,279,500) are held
directly or indirectly by related parties.
2 131,000 shares as at 31 December 2023 (2022: 131,000) are held directly
or indirectly by related parties..
3 40,000 shares as at 31 December 2023 (2022: 40,000) are held directly
or indirectly by related parties..
060
061
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
DIRECTORS' REPORT
DIRECTORS’ DECL ARATION
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 6 months, or by the Group without
notice in the event of serious misconduct; and
Restraint and confidentiality provisions.
Other transactions
There were no other transactions conducted between the Group and KMP or their related parties, other than
with KMP or their
those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance
related parties
with normal employee, customer or supplier relationships on terms no more favourable than those reasonably
expected under arm’s length dealings with unrelated persons, apart from related party transactions disclosed
in Note 25 of the financial statements.
This concludes the Remuneration Report.
The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution
of the directors made pursuant to s298(2) of the Corporations Act 2001.
On behalf of the Directors
Matt Barrie
Chairman
27 February 2024
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 2023, I declare that, to the best of my knowledge and belief, there
have been no contraventions of:
(a)
(b)
the auditor independence requirements as set out in the Corporations Act 2001
in relation to the review, and
any applicable code of professional conduct in relation to the review
Hall Chadwick (NSW)
Level 40, 2 Park Street
Sydney, NSW 2000
Stewart Thompson
Partner
Dated: 27 February 2024
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
062
063
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
CONSOLIDATED STATEMENT
CONSOLIDATED STATEMENT
Consolidated Statement of Profit
or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
For the year ended
31 December 2023
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
Profit / (Loss) before income tax
Income tax (expense) / benefit
Profit / (Loss) after tax
Exchange differences on translation of foreign operations
Total comprehensive income / (loss) for the year
Profit (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
32
32
2023
$000
53,334
(9,093)
44,241
2,103
(21,431)
(11,756)
(5,503)
(642)
(228)
(4,733)
(115)
(1,717)
219
(30)
189
56
245
189
-
189
245
-
245
Cents
0.04
0.04
2022
$000
55,660
(8,740)
46,920
1,993
(27,315)
(11,602)
(8,573)
(878)
(1,291)
(4,470)
(159)
(1,655)
(7,030)
1,617
(5,413)
250
(5,163)
(5,413)
-
(5,413)
(5,163)
-
(5,163)
Cents
(1.20)
(1.20)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
As at
31 December 2023
Assets
Note
2023
$000
2022
$000
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
8
9
10
9
11
12
13
10
7
14
13
15
7
16
17
7
16
13
17
18
19
21,153
3,927
3,102
28,182
742
280
34,120
13,471
439
11,450
60,502
23,358
4,825
2,614
30,797
794
491
34,120
17,832
491
12,520
66,248
88,684
97,045
36,529
4,842
121
4
2,887
626
45,009
3,377
614
12,187
672
16,850
61,859
26,825
38,918
1,295
39,647
5,562
121
18
2,798
685
48,831
4,622
960
15,519
648
21,749
70,580
26,465
38,918
1,288
(17,062)
(17,415)
3,674
26,825
3,674
26,465
The above statement of financial position should be read in conjunction with the accompanying notes..
064
065
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
CONSOLIDATED STATEMENT
CONSOLIDATED STATEMENT
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
For the year ended
31 December 2023
Attributable to owners of Freelancer Limited
For the year ended
31 December 2023
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:
-
-
-
-
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
Shares issued
during the year
Share based
payments reserve
no longer required
Share based payments
Balance at 31
December 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Income taxes paid
Net cash inflow / (outflow) /from operating activities
31
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
Repayment of lease liabilities
Net cash (outflow) / inflow 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
Note
2023
$000
2022
$000
55,681
58,128
(52,052)
(60,458)
148
(1,717)
(189)
1,871
(53)
-
(53)
(4,201)
(4,201)
(2,383)
23,358
178
21,153
99
(1,653)
(295)
(4,179)
(148)
(1)
(149)
(3,845)
(3,845)
(8,173)
30,316
1,215
23,358
Attributable to owners of Freelancer Limited
Cash and cash equivalents at end of year
8
Contributed
Equity
$000
Note
Share
Based
Payments
$000
Foreign currency
translation
reserve
$000
(Accumulated
losses)
$000
Non-
controlling
interests
$000
Total
Equity
$000
The above statement of cash flows should be read in conjunction with the accompanying notes.
Balance at 1 January 2023
38,918
1,333
Profit / (Loss) for the year
Exchange differences
on translation of
foreign operations
Total comprehensive
profit / (loss) for the year
19
-
-
-
-
-
-
Transactions with owners in their capacity as owners:
Share based
payments reserve no
longer required
Share based payments
Balance at 31
December 2023
-
-
(164)
115
(45)
-
56
56
-
-
(17,415)
3,674
26,465
189
-
189
164
-
-
-
-
-
-
189
56
245
-
115
38,918
1,284
11
(17,062)
3,674
26,825
The above statement of changes in equity should be read in conjunction with the accompanying notes.
066
067
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
Notes to the Financial Statements
01. Reporting entity
For the year ended 31 December 2023
Contents of the notes to the
consolidated financial statements
NOTE CONTENTS
01. Reporting entity
02. Basis of preparation
PAGE
069
069
03. Financial risk management 070
04. Operating segments
05. Revenue
06. Expenses
07.
Income tax
074
076
078
079
NOTE CONTENTS
19. Equity – reserves
PAGE
091
20. Key management
personnel disclosures
092
21. Remuneration of auditors
093
22. Contingent liabilities
093
23. Commitments
for expenditure
24. Share based payments
094
094
08. Cash and cash equivalents 081
25. Related party transactions 101
09. Trade and other receivables 081
26. Parent entity information
101
10. Other assets
11. Plant and equipment
12.
Intangible assets
13. Leases
083
083
085
087
14. Trade and other payables
088
15. Borrowings
16. Provisions
17. Contract liabilities
18. Contributed equity
088
089
090
090
27. Business Combinations
102
28.
Interests in
controlled entities
103
29. Fair value measurements
104
30. Events occurring after
the reporting date
104
31. Reconciliation of loss after
tax to net cash flow from
operating activities
104
32. Earnings per share (EPS)
105
33. Other significant
accounting policies
106
068
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 2023 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).
The consolidated financial statements were
authorised for issue by the Board on 27
February 2024.
02. Basis of preparation
These general purpose financial statements have been
involving a higher degree of judgement or complexity, or
prepared in accordance with Australian Accounting
areas where assumptions and estimates are significant
Standards and Interpretations issued by the Australian
to the financial statements are disclosed in Note 33(g).
Accounting Standards Board and the Corporations
Act 2001.
(e) Significant accounting policies
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 2024 based on increased
revenue and reduced expenses.
The principal accounting policies adopted in
the presentation of these consolidated financial
statements are set out in the relevant notes. The
policies have been consistently applied to all the years
presented, unless otherwise stated.
(f) Rounding of amounts
(a) Compliance with International Financial
The Company has applied the relief available to it
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.
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.
Disclosure may be considered material and relevant if
(c) Functional and presentation currency
the dollar amount is significant due to size or nature, or
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
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
of certain critical accounting estimates. It also requires
important to future performance.
management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
069
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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
2023
$000
2021
$000
8
9
14
13
21,153
4,669
25,822
36,529
17,029
53,558
23,358
5,619
28,977
39,647
21,081
60,728
The carrying value of the assets and liabilities
any reduction for impairment, and adjusted for any
disclosed in the table above closely approximates
cumulative amortisation of the difference between
or equals their fair value. The carrying amounts of
that initial amount and the maturity amount calculated
trade receivables and trade and other payables are
using the effective interest method.
assumed to approximate their fair values due to their
short-term nature.
The effective interest method is used to allocate
interest income or interest expense over the relevant
Initial recognition and measurement
period and is equivalent to the rate that exactly
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).
Financial instruments are initially measured at fair
value plus transaction costs, except where the
instrument is classified “at fair value through profit or
loss”, in which case transaction costs are expensed to
profit or loss immediately.
Classification and subsequent measurement
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
the financial instrument to the net carrying amount of
the financial asset or financial liability.
Revisions to expected future net cash flows will
necessitate an adjustment to the carrying amount with
a consequential recognition of an income or expense
item in profit or loss.
The Group does not designate any interests
in subsidiaries, associates or joint venture
entities as being subject to the requirements of
Financial instruments are subsequently measured at
Accounting Standards specifically applicable to
fair value, amortised cost using the effective interest
financial instruments.
method, or cost. Where available, quoted prices in an
active market are used to determine fair value. In other
circumstances, valuation techniques are adopted.
Amortised cost is calculated as the amount at which
the financial asset or financial liability is measured
at initial recognition less principal repayments and
Loans and receivables
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
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).
not quoted in an active market and are subsequently
When the terms of financial assets that would otherwise
measured at amortised cost. Gains or losses are
have been past due or impaired have been renegotiated,
recognised in profit or loss through the amortisation
the Company recognises the impairment for such
process and when the financial asset is derecognised.
financial assets by taking into account the original terms
Held-to-maturity investments
as if the terms have not been renegotiated so that the
loss events that have occurred are duly considered.
Held-to-maturity investments are non-derivative
financial assets that have fixed maturities and fixed
(a) Market risk
or determinable payments, and it is the Company’s
intention to hold these investments to maturity. They
are subsequently measured at amortised cost. Gains
or losses are recognised in profit or loss through the
amortisation process and when the financial asset
is derecognised.
Financial liabilities
Non-derivative financial liabilities other than financial
guarantees are subsequently measured at amortised
cost. Gains or losses are recognised in profit or loss
through the amortisation process and when the
financial liability is derecognised.
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
of financial assets) is deemed to be impaired if, and only
if, there is objective evidence of impairment as a result
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
as follows:
2023
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
4,042
7,611
Trade receivables
1,285
722
130
32
579
163
1,172
488
8,022
1,204
296
5
544
409
453
252
61,073
27,577
227
470
Other
financial assets
139
2,037
-
42
-
10
11,000
-
24
-
-
Payables
(353)
(1,768)
(10)
(90)
(3)
(5)
(7,569)
(12)
(20)
(1,941)
(55)
User obligations
(3,275)
(14,575)
(168)
(868)
(615)
(227)
(2,169)
(2,359)
(891)
(61,276)
(283)
Net exposure
1,838
(5,973)
(16)
(174)
850
271
9,828
(758)
(182)
25,433
359
070
071
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
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
109
Trade receivables
1,368
1,142
43
648
175
1,093
302
8,133
1,015
309
14
523
437
Other
financial assets
2,174
207
-
26
-
-
14,352
-
347
263
10
54,099
44,060
193
377
221
-
Payables
(2,067)
(1,566)
(1)
(155)
(3)
(12)
(8,482)
(15)
(238)
5,022
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
The Group had net liabilities of $9,009,000
against the Australian dollar in the short term
denominated in foreign currencies as at 31 December
subsequent to 31 December 2023. The table
2023 (comprising assets of $23,876,000 less liabilities
summarises the range of possible outcomes that
of $32,885,000). The Group had net liabilities of
would affect the Group’s net profit and equity as a
$10,809,000 denominated in foreign currencies as at
result of foreign currency movements on year end
31 December 2022 (comprising assets of $24,070,000
foreign denominated assets and liabilities.
less liabilities of $34,880,000).
The impact of potential movements in exchange rates
The analysis below reflects management’s view of
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
AUD to HKD
AUD to SGD
AUD to PHP
AUD to EUR
AUD to CAD
AUD to INR
Net movement
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
(Range +5% to -5%)
2023
$000
2022
$000
High
418
1
15
(8)
(14)
(12)
58
10
(21)
447
Low
(461)
(1)
(17)
8
16
14
(65)
(11)
24
(493)
High
442
1
23
(5)
(3)
(15)
86
32
(33)
528
Low
(489)
(1)
(26)
6
3
17
(95)
(36)
37
(584)
Price risk
Cash balances
The Group is not exposed to significant equities
As at 31 December 2023 the Group had $21,153,000
price risk.
Interest rate risk
(2022: $23,358,000) 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.
(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
2023
Note
$000
$000
$000
$000
Non-derivatives
Non-interest bearing
Trade Receivables
9
2022
Non-derivatives
Non-interest bearing
Trade Receivables
9
Maturities of financial liabilities
7,909
7,909
742
742
-
-
2,008
2,008
1,648
1,648
4,408
4,408
-
-
-
-
Remaining
contractual
maturities
$000
8,651
8,651
8,064
8,064
The following table details the Group’s remaining
contractual maturities and therefore these totals may
contractual maturity for its financial instrument
differ from their carrying amount in the statement of
liabilities. The table has been drawn up based on the
financial position.
undiscounted cash flows of financial liabilities based
on the earliest date on which the financial liabilities are
required to be paid. The tables include both interest
and principal cash flows disclosed as remaining
072
073
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
2023
Note
$000
$000
$000
$000
Non-derivatives
Non-interest bearing
Trade Receivables
14
Lease liabilities
2022
Non-derivatives
Non-interest bearing
Trade Receivables
Lease liabilities
14
13
36,529
4,842
41,371
39,649
5,562
45,209
-
5,340
5,340
-
6,033
6,033
-
6,847
6,847
-
13,446
13,446
-
-
-
-
-
-
Remaining
contractual
maturities
$000
36,529
17,029
53,558
39,647
25,041
64,688
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
EBITDA (earnings before share based payments,
consistent with the internal reporting provided to the
interest, tax, depreciation and amortisation). The
chief operating decision maker. These include items
accounting policies adopted for internal reporting to
directly attributable to a segment as well as those that
the CODM are consistent with those adopted in the
can be allocated on a reasonable basis. Unallocated
financial statements.
items comprise mainly corporate assets (primarily
the Company’s headquarters), head office expenses,
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
in Philippines, United Kingdom, Argentina, the United
States and Canada in addition to Australia, these
Identification of reportable operating segments
geographic operations are considered, based on internal
The Group is organised into two operating segments:
namely an online marketplace and online payment
management reporting and the allocation of resources
by the Group's CODM, as one geographic segment.
services. These segments are based on the internal
The information reported to the CODM is at least on a
reports that are reviewed and used by the CODM in
monthly basis..
assessing performance and in determining the allocation
of resources (AASB 8 para. 5(b)).
The CODM assess the performance of the operating
segments based on a measure of revenue and operating
074
Year end 31 December 2023
Online Marketplace
Online Payments
Total
Segment revenue
Segment revenue
Total segment revenue
Segment result
Segment profit
Share based payments
Depreciation and amortisation expenses
Interest paid
Profit / (Loss) before income tax
Income tax benefit
Profit for year
Segment Assets At 31 December 2023
Segment assets
Intergroup eliminations
Deferred tax assets
Intangibles
Total assets
Segment liabilities At 31 December 2023
Segment liabilities
Intergroup eliminations
Deferred tax liabilities
Total liabilities
44,264
44,264
6,201
(42)
(4,542)
(1,679)
(62)
40,197
(1,794)
-
-
9,070
9,070
583
(73)
(191)
(38)
281
6,111
-
-
-
38,403
6,111
(56,494)
-
-
(56,477)
(3,782)
1,794
-
(1,988)
53,334
53,334
6,784
(115)
(4,733)
(1,717)
219
(30)
189
46,308
(1,794)
11,450
32,720
88,684
(60,276)
1,794
(3,377)
(61,859)
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 Assets 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)
-
45,263
(63,225)
-
-
(63,225)
10,069
10,069
713
-
(248)
(46)
419
6,542
-
-
-
6,542
(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)
075
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
Sales revenue
Marketplace and payment services
Payment services
Enterprise services
Other revenue
Interest income
Sublease rent
Other
Total revenue
2023
$000
2022
$000
40,592
9,070
3,672
53,334
148
1,798
157
2,103
42,305
10,069
3,286
55,660
99
1,834
60
1,993
55,437
57,653
05. Revenue
The Company’s net revenues result from transaction
Enterprise Services
and other fees generated in its online marketplaces
and in providing online escrow services. Revenues
are recognised when evidence of an arrangement
exists, the fee is fixed and determinable, no significant
obligation remains and collection of the receivable is
reasonably assured. Amounts disclosed as revenue
are net of refunds and amounts collected on behalf of
third parties. Where services have not been provided
but the Company is obligated to provide the services
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.
Revenue is recognised for the major business
activities as follows:
Marketplace services
The Group enters into short-term contracts with
customers for marketplace services. Such contracts
are entered into before the delivery of the service
which is paid in advance of receipt of the service.
The performance obligation is the delivery of the
service which is recognised by the system controls.
The system does not draw fees from the customer
until the delivery of the service. Therefore, revenue
is recognised at a point in time upon delivery of the
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
contact are completed. Under AASB 15: Revenue
from Contracts with Customers, this happens over
time. The Group has an enforceable right to payment
for work completed to date and therefore, revenue is
recognised over time. The Group considers the cost-
to-cost method an appropriate measure of progress
for the completion of the performance obligation.
The cost-to-cost method is based on the proportion
of costs incurred for work performed to date relative
to the estimated total contract costs.
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
receivables. A contract liability is recognised if the
milestone payment exceeds the revenue recognised
to date under the cost-to-cost method. No significant
financing components have been identified in the
contracts with customers, as the period between the
payment and the recognition of revenue (cost-to-cost
method) is always less than 12 months.
service when the system recognizes that the service
Interest income
has completed. No rebates or volume discounts are
provided to customers.
Payment services.
Interest revenue is recognised using the effective
interest rate method, which, for floating rate financial
assets, is the rate inherent in the instrument.
The Group enters into both long-term and short-term
Sublease rent
contracts with customers for payment services.
In respect of long- term contracts, revenue is
recognised over the period of the contract. In respect
of short-term contracts, revenue is recognised by
reference to stage of completion of the services
Sublease rental income of office space is recognised
on a straightline basis over the term of the sub-lease.
The Company recognises the right-of-use asset
resulting from the head lease. Refer to Note 13.
as this is consistent to the pattern of performance
All revenue is stated net of the amount of goods and
obligation i.e. availability of the open transaction to
services tax (GST) and Valued Added Tax (VAT). The
be executed progressively in the future and on the
timing of revenue recognition is when the products
Escrow.com platform.
and services are transferred to customers.
076
077
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
06. Expenses
Profit / (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
1 Inclusive of employee expenses included in cost of sales
Total employee benefits expenses are inclusive of:
2023
$000
18,928
2,503
21,431
5,939
1,351
1,604
1,231
574
1,057
2022
$000
24,771
2,974
27,745
6,051
1,478
1,477
1,156
723
717
11,756
11,602
5,366
137
-
5,503
274
4,459
4,733
640
640
228
-
1,717
7,780
686
107
8,573
292
4,178
4,470
878
878
1,291
1
1,654
Short-term obligations
Other long-term employee benefit obligations
Employee benefits that are expected to be settled
Employee benefits payable later than 12 months have
within 12 months have been measured at the amounts
been measured at the present value of the estimated
expected to be paid when the liabilities are settled,
future cash outflows to be made for those benefits.
plus related on-costs. The liability for annual leave
In determining the liability, consideration is given to
is recognised in the provision for employee benefits.
employee wages increases and the probability that
All other short-term employee benefit obligations are
the employee may satisfy any vesting requirements.
presented as payables.
Those cash flows are discounted using market
yields on national government bonds with terms to
maturity that match the expected timing of cash flows
attributable to employee benefits.
Short-term incentive plans
The Group recognises a liability and an expense
for bonuses payable under short term incentive
plans. Short term incentive plans are based on the
achievement of targeted performance levels that
may be set at the beginning of each financial year.
The Group recognises a liability to pay out short
term incentives when contractually obliged based on
the achievement of the stated performance levels,
or where there is a past practice that has created a
constructive obligation.
07. Income tax
The income tax expense or revenue for the period is
Deferred tax is measured at the tax rates that are
the tax payable on the current period’s taxable income
expected to be applied to temporary differences when
based on the applicable tax rate for each jurisdiction
they reverse, using tax rates enacted or substantively
adjusted by changes in deferred tax assets and
enacted at the reporting date.
liabilities attributable to temporary differences and to
unused tax losses.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities
The current income tax charge is calculated on the
and assets, and they relate to taxes levied by the same
basis of the tax laws enacted or substantively enacted
tax authority on the same taxable entity, or on different
at the end of the reporting period in the countries
tax entities, but they intend to settle current tax
where the Company’s subsidiaries operate and
liabilities and assets on a net basis or their tax assets
generate taxable income. Management periodically
and liabilities will be realised simultaneously.
evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be
paid to the tax authorities.
A deferred tax asset is recognised for unused
tax losses, 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
Deferred tax is recognised in respect of temporary
reporting date and are reduced to the extent that it
differences between the carrying amounts of assets
is no longer probable that the related tax benefit will
and liabilities for financial reporting purposes and the
be realised.
amounts used for taxation purposes. Deferred tax is
not recognised for:
In determining the amount of current and deferred tax
the Group takes into account the impact of uncertain
•
temporary differences on the initial recognition
tax positions and whether additional taxes and interest
of assets or liabilities in a transaction that is not
may be due. This assessment relies on estimates and
a business combination and that affects neither
assumptions and may involve a series of judgements
accounting nor taxable profit or loss.
about future events. New information may become
•
temporary differences related to investments in
subsidiaries, associates and jointly controlled
entities to the extent that the Group is able
to control the timing of the reversal of the
temporary differences and it is probable that they
available that causes the Group to change its
judgement regarding the adequacy of existing tax
liabilities; such changes to tax liabilities will impact
the tax expense in the period that such a
determination is made.
will not reverse in the foreseeable future.
The Company and its wholly-owned Australian
•
taxable temporary differences arising on the
initial recognition of goodwill.
resident entities are part of a tax consolidated
group. As a consequence, all members of the tax-
consolidated group are taxed as a single entity.
The measurement of deferred tax reflects the tax
The head entity within the tax-consolidated group
consequences that would follow the manner in which
is Freelancer Limited.
the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets
and liabilities.
078
079
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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
Profit / (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:
Difference in tax rate
Share based payments
Under/(Over) provision in prior years
Non Taxable income
Other non-allowable items
Income tax expense/ (benefit)
(c) Deferred tax assets
The balance comprises temporary differences attributable to:
Employee benefits
Provision for user disputes & refunds
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
(d) Deferred tax liabilities
2023
$000
210
(180)
30
1,069
(1,249)
(180)
219
66
70
35
(189)
48
-
30
494
171
18
1,162
40
4,468
4,838
259
2022
$000
249
(1,866)
(1,617)
(854)
(1,012)
(1,866)
(7,030)
(2,109)
38
48
325
81
-
(1,617)
429
178
576
1,138
28
5,401
4,565
205
11,450
12,520
12,520
(1,069)
(1)
11,633
855
32
11,450
12,520
Foreign exchange gains
Right of use assets
Net deferred tax liabilities
Movements:
Opening balance at beginning of year
(Credited) to the profit or loss statement
Exchange differences
Closing balance at end of year
(e) Current tax liabilities
Current tax liabilities
(f)
Franking credits
Franking credits available at the reporting date based on a tax rate of 30%
(7)
(3,322)
(3,377)
4,622
(1,249)
4
3,377
4
66
(242)
(4,271)
(4,622)
5,605
(1,012)
29
4,622
18
66
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
2023
$000
2022
$000
18,312
2,841
21,153
20,623
2,735
23,358
The balance comprises temporary differences attributable to:
Accrued revenue
(48)
(109)
09. Trade and other receivables
080
081
Trade receivables are recognised initially at fair value
no more than 30 days from the date of recognition.
and subsequently measured at amortised cost using
They are presented as current assets unless collection
the effective interest method, less provision for
is not expected for more than 12 months after the
impairment. This provision includes amounts that are
reporting date.
not considered to be recoverable from debtors and
amounts that are expected to be credited to debtors.
Trade receivables are generally due for settlement
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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 2023
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.
2023
$000
2022
$000
Current
Trade receivables
Payment gateway receivables
Less: provisions for impairment of receivables
Current trade receivables net of provisions for impairment
Other receivables
Total current trade and other receivables
Non-Current
Payment gateway receivables
Total trade and other receivables
(a) Provision for impaired trade receivables
Opening balance
Increase / (Decrease) 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
5,837
1,678
(3,982)
3,533
394
3,927
742
4,669
3,795
192
(5)
3,982
3,301
834
165
4,351
(3,982)
4,669
(c) Expected losses
2023
Expected loss rate (% of Aged Receivables)
Gross carrying amount
Loss allowing provision
2022
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
0%
3,301
-
3.9%
834
(33)
13.0%
165
(21)
90.3%
4,351
(3,928)
(3,982)
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
Total
$000
Expected loss rate (% of Aged Receivables)
5%
33.79%
58.79%
91.25%
Gross carrying amount
Loss allowing provision
4,194
(228)
358
(121)
182
(107)
3,659
8,393
(3,339)
(3,795)
6,534
1,859
(3,795)
4,598
227
4,825
794
5,619
3,669
(107)
233
3,795
4,194
358
182
3,659
(3,795)
4,598
Total
$000
8,651
10. Other assets
Current
Prepayments
Other
Total current other assets
Non-current
Security deposits
Total non-current other assets
Total other assets
11. Plant and equipment
2023
$000
2022
$000
2,629
473
3,102
439
439
2,276
338
2,614
491
491
3,541
3,105
Plant and equipment is stated at historical cost less
The recoverable amount is assessed on the basis of
depreciation, amortisation and impairment losses.
the expected net cash flows that will be received from
Historical cost includes expenditure that is directly
the asset’s employment and subsequent disposal. The
attributable to the acquisition of the items.
expected net cash flows have not been discounted in
The carrying amount of plant and equipment is
determining recoverable amounts.
reviewed annually by directors to ensure it is not in
Depreciation of all fixed assets is calculated using
excess of the recoverable amount from these assets.
the straight-line method to allocate their cost, net of
their residual values, over their estimated useful lives,
Fixtures and fittings
Office and computer equipment
Software
Leasehold improvements
as follows:
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
and loss in the period in which they arise. When
reviewed, and adjusted if appropriate, at the end of
revalued assets are sold, amounts included in
each reporting period.
the revaluation surplus relating to that asset are
transferred to retained earnings.
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 and losses on disposals are determined by
comparing proceeds with the carrying amount.
These gains or losses are recognised in the profit
082
083
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
2023
$000
2022
$000
12. Intangible assets
Non-current
Office and computer equipment – at cost
Accumulated depreciation
Carrying value of office and computer equipment
Fixtures and fittings – at cost
Accumulated depreciation
Carrying value of fixtures and fittings
Software – at cost
Accumulated depreciation
Carrying value of software
Leasehold improvements – at cost
Accumulated amortization
Carrying value of leasehold improvements
Total carrying value of plant and equipment
3,268
(2,995)
273
511
(504)
7
1
(1)
-
440
(440)
-
280
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 2022
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2022
Additions
Disposals
Depreciation and amortization
Balance at 31 December 2023
629
140
-
(284)
485
51
-
(263)
273
7
4
-
(7)
4
7
-
(4)
7
2
-
-
(1)
1
-
-
(1)
-
1
-
-
-
1
-
-
(1)
-
3,221
(2,736)
485
503
(499)
4
2
(1)
1
440
(439)
1
491
Total
$000
639
144
-
(292)
491
58
-
(269)
280
084
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 annually or
the fair value attributed to the interest in the net fair
more frequently if events or changes in circumstances
value of identifiable assets, liabilities and contingent
indicate that it might be impaired, either individually or
liabilities acquired at date of acquisition. Goodwill is not
at the cash generating unit level. Useful lives are also
amortised. Instead goodwill is tested for impairment
examined on an annual basis and adjustments, where
annually or more frequently if events or changes in
applicable, are made on a prospective basis.
circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses.
Trademarks
Domain Names
Trademarks are valued at cost of acquisition and are
amortised on a straight-line basis over the period
Domain names are valued at cost of acquisition.
in which the benefits are expected to be realised.
Domain names are tested for impairment annually or
Trademarks are tested for impairment where an
more frequently if events or changes in circumstances
indicator of impairment exists, either individually or
indicate that it might be impaired, 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
2023
$000
2022
$000
4,938
(28)
4,910
2,112
-
2,112
27,087
-
27,098
4,938
(28)
4,910
2,198
-
2,198
27,012
-
27,012
Total carrying value of intangible assets
34,120
34,120
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
Total
$000
Balance at 1 January 2022
Additions
Balance at 31 December 2022
4,910
-
4,910
2,198
-
2,198
27,011
34,119
1
1
27,012
34,120
Domain names
$000
Intellectual property
$000
Goodwill
$000
Re-allocation
Balance at 31 December 2023
-
4,910
(86)
2,112
86
27,098
Total
$000
-
34,120
085
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
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
2023
$000
22,386
11,734
34,120
2022
$000
22,385
11,734
34,120
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
9.3%
7.8%
Discount
Rate
16%
16%
Management has based the value-in-use calculations
Based on the above, management is satisfied that
on budgets for each reporting segment. These
there are no indicators of impairment to the current
budgets use historical weighted average growth rates
carrying value of intangible assets.
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
rates are pre-tax and are adjusted to incorporate risks
associated with a particular segment.
086
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 2023
–
the amount expected to be payable by the lessee
these leases had remaining lives ranging from 1 month
under residual value guarantees;
up to 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
2023
$000
2022
$000
17,832
47
(4,460)
52
13,471
4,842
12,187
17,029
18,753
3,426
(4,178)
(169)
17,832
5,562
15,519
21,081
087
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
(ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities (under finance costs)
(iii) AASB 16 related amounts recognised as cash outflows in the statement of cash flow
Interest expense on lease liabilities (under finance costs)
Repayment of lease liabilities
2023
$000
4,466
1,681
2023
$000
1,681
4,212
2022
$000
4,178
1,654
2022
$000
1,654
3,845
14. Trade and other payables
These amounts represent liabilities for goods
The amounts are unsecured and are payable as and
and services provided to the Group and amounts
when they are due. Trade and other payables are
outstanding to users of the Company’s websites at the
presented as current liabilities unless payment is not
end of financial year which are unpaid.
due within 12 months from the reporting date.
Current
Trade payables
Sundry payables and accrued expenses
User obligations
Total trade and other payables
15. Borrowings
Current
Working capital loan
Total borrowings
2023
$000
2022
$000
2,744
736
33,049
36,529
2,740
603
36,304
39,647
2023
$000
121
121
2022
$000
121
121
The working capital loan has been provided from
The loan is unsecured, interest free and has no fixed
non-controlling shareholders of Loadshift Holdings Pty
date of repayment.
Limited to provide working capital funding.
088
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
Total current provisions
Non-current
Make-good provisions
Employee benefits
Total non-current provisions
Total provisions
2023
$000
569
347
1,971
2,887
454
160
614
2022
$000
594
320
1,884
2,798
551
409
960
3,501
3,758
Movements
For the year ended 31 December 2023
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 2022
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2022
Additional provisions
Amounts used
Unused amounts reversed
Foreign exchange differences
Balance at 31 December 2023
503
50
-
-
41
594
112
397
1,830
(1,904)
-
(3)
320
1,712
-
(1,686)
1,994
1,072
(876)
(20)
123
2,293
1,040
(801)
(406)
5
(139)
2
569
-
1
347
2,131
288
-
-
(308)
20
-
-
-
-
-
-
511
34
-
-
6
551
-
-
(99)
2
454
Total
Provisions
$000
3,693
2,986
(2,780)
(328)
187
3,758
2,864
(2,487)
(644)
10
3,501
089
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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
2023
$000
1,298
1,298
626
672
1,298
2022
$000
1,333
1,333
846
639
1,485
There were no significant changes in the contract liability balances during the 2023 year.
18. Contributed equity
(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 2022 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.
(a) Share capital
Ordinary shares
Fully paid
Total share capital
Note
2023
Number
2022
Number
2023
$000
18(b)
452,331,410
452,331,636
38,918
38,918
(b) Movements in ordinary share capital
Reconciliation to 31 December 2022
Number of shares
Average price
Balance at 1 January 2022
Issue/(cancellation) of ordinary shares:
Issue of ordinary shares
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
Reconciliation to 31 December 2023
Number of shares
Average price
Balance at 1 January 2023
Issue/(cancellation) of ordinary shares:
Buy-back and cancellation of ESP shares
452,331,636
(607,226)
$0.64
Balance at 31 December 2023
451,724,410
2022
$000
38,918
38,918
$000
38,779
139
-
38,918
$000
38,918
-
38,918
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
Total reserves
(b) Nature and purpose of reserves
2023
$000
1,333
(164)
115
1,284
2022
$000
5,059
(3,885)
159
1,333
(45)
(295)
56
11
250
(45)
1,295
1,288
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.
090
091
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
20. Key management personnel disclosures
21. Remuneration of auditors
(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
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:
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
2023
$000
1,052
95
56
1,203
2022
$000
1,039
95
56
1,190
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 leave
participation of KMP in equity-settled schemes as
benefits, fringe benefits and cash bonuses awarded to
measured by the fair value of the options rights and
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.
(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
2023
$000
2022
$000
146
4
26
176
80
68
-
148
130
3
20
153
78
85
34
197
22. Contingent liabilities
Except for the items listed below, there are no other
•
included in cash is an amount of $2,608,647 on
contingent liabilities as at 31 December 2023:
term deposits (31 December 2022: $2,608,647),
•
a collateral amount of USD300,000 (2022:
USD300,000) is in place in one of the Group’s
PayPal accounts in favour of PayPal Australia
Pty Ltd;
•
term deposits of $49,360 (2022: $78,780) are
secured for corporate credit card facilities
in place;
•
deposits of $742,162 (2022: $788,509) are held
by various credit card processing providers,
as security for any contractual compensation
arising under these agreements;
which is secured against bank guarantees that
have been provided to lessors in respect of
premises occupied by the Company in Sydney.
•
included in cash is an amount of $36,867
(31 December 2022: $36,901), which is secured
against ACH bank facilities
•
included in cash is an amount of USD234,000
(2022: USD187,000), which is held as a reserve to
satisfy escrow regulatory requirements in respect
of credit card transactions.
092
093
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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 2023 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
Total operating service commitments
(b) Other capital commitments
There were no other capital commitments as at 31 December 2023.
2023
$000
428
-
-
428
2022
$000
4,679
428
-
5,107
24. Share based payments
Employee Share Plan
The Group operates an employee share plan. The
dividends expected to be distributed between the
fair value of the effective option over the shares
grant date and the vesting dates.
granted under the Company’s Employee Share Plan
(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
own shares in the Company. Resolutions to amend
The fair value at grant date is independently
and approve the ESP were passed at the AGM held on
determined using a Black-Scholes option pricing
17 May 2016.
model that takes into account the exercise price, the
term of the ESP shares, the vesting and performance
The key terms of the ESP are as follows:
criteria, the impact of dilution, the non-tradeable nature
•
the Board may invite a person who is employed
of the ESP share, the share price at grant date and
or engaged by or holds an office with the Group
expected price volatility of the underlying share, the
(whether on a full or part-time basis) and who is
expected dividend yield and the risk-free interest rate
declared by the Board to be eligible to participate
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
of the shares at grant date less the present value of
in the ESP from time to time (Eligible Employee)
to apply for fully paid ordinary shares under the
plan from time to time (ESP shares);
•
invitations to apply for ESP shares offered to
such number of ESP shares will be considered
Eligible Employees subsequent to the Company’s
full and final satisfaction of the ESP Loan and
initial public offering are to be made on the
the Company will not have any further recourse
basis of the market price per share defined as
against the ESP Participant;
the volume weighted average price at which
the Company’s shares have traded during the
30 days immediately preceding the date of
the invitation;
•
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
•
invitations to apply for ESP shares under the
make pre-payments at any time;
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:
•
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
–
10% of ESP shares applied for vesting on the date
issued following invitations to non-residents,
that is the first anniversary of the issue date of
that did not require a disclosure document 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;
–
30% of ESP shares applied for vesting on the date
the Corporations Act, or that were issued under
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;
that is the third anniversary of the issue date of
•
in the event of a corporate reconstruction, the
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:
Board will adjust, subject to the Listing Rules (if
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
–
the fourth anniversary of the issue date of the
fractional entitlements to shares will be rounded
Employee Offer Shares; and
down to the nearest whole share;
–
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
›
the date 30 days after the date of cessation,
despite some or all of their ESP shares not
if the Eligible Employee is a good leaver (as
having vested yet or being subject to an 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
Loan. If an ESP Loan has been made to the ESP
Participant, then any dividend due must first be
applied to reducing any outstanding ESP Loan
amount applicable to the ESP shares on which
the dividend is paid;
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
ESP Participant must accept. The buy-back of
094
095
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
•
the Company may buy-back at the issue price any
•
on the death or permanent disability of an ESP
•
Exercise and allocation of Share Rights – Upon
•
Cessation of employment – If a participant
ESP shares which:
–
have not vested, or are incapable of vesting at any
time (including as a result of the ESP Participant
failing to meet any key performance indicators on
which vesting of ESP shares is conditional); or
–
remain in escrow and/or are the subject of an
ESP Loan, on the occurrence of:
Participant, all ESP shares held by the ESP
Participant or their estate will immediately vest
subject to the repayment of any outstanding
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-
›
the ESP Participant ceasing to be an Eligible
back all ESP shares in respect of which there is an
Employee (unless the Board, in its sole and
outstanding ESP Loan;
absolute discretion determines otherwise,
subject to any conditions that it may apply,
including the repayment of any outstanding
ESP Loan); or
•
he 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;
›
the expiration of the term of the ESP Loan..
•
if, while the Company’s shares are traded on the
•
any bonus securities issued in relation to ESP
shares which remain unvested or are subject to
an ESP Loan which becomes repayable in full will
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
be the subject of a buy-back by the Company at
•
the ESP is governed by the laws of the State of
the issue price for no consideration;
New South Wales, Australia.
The full terms of the ESP are available on the
Company’s website, www.freelancer.com.
Long Term Incentive Plan
The Group operates a long term incentive plan through
The key terms of the LTIP are as follows:
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
•
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
determined using a Black-Scholes option pricing model
the market value of a Share on the date
that takes into account the exercise price, the term of
of grant).
the Share Rights, the vesting and performance criteria,
•
Eligibility and grant of securities – Employees
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 by the Board).
Performance Criteria / vesting conditions can be
waived by the Board in its absolute discretion.
096
vesting of the Share Rights, subject to the Plan,
ceases their employment with the Group
those Share Rights will become exercisable.
before the end of the Performance Period, their
Share Rights must be exercised within the
unvested Share Rights will ordinarily lapse
exercise period as advised by the Board. Upon
(unless otherwise determined by the Board).
exercise of Share Rights for the exercise price
However, if a participant ceases employment
(if any), the participant will receive one Share for
with the Group due to a ‘Good Leaver Event’ and
each Share Right that is exercised (subject to
at least six months of the Performance Period
adjustment in accordance with the Plan) either
has elapsed at that time, a pro rata number
by way of the issue of new Shares or a transfer
of their unvested Share Rights (based on the
of Shares acquired on-market or an allocation
portion of the Performance Period that has
of Shares. The corresponding number of Shares
elapsed as at that time) will generally be retained
will be delivered and registered, or allocated, in
and will be tested following the end of the
the participant’s name (as applicable) as soon
Performance Period in accordance with the Plan.
as practicable after a participant has exercised
A ‘Good Leaver Event’ means death, permanent
their Share Rights and paid the exercise price
disablement, retirement, redundancy (as those
(if any) to the Company. Notwithstanding the
terms are defined in the Plan) or such other
above, upon exercise of Share Rights, the Board
circumstances that result in a participant leaving
may determine, in accordance with the Plan, to
the employment of the Group and that the Board
instead pay a cash amount to the participant in
determines is a Good Leaver Event. The Board
respect of a vested Share Right in lieu of an issue
retains the discretion to determine a different
of new Shares. The Board may, in its discretion,
treatment of any unvested Share Rights. If prior
also determine to accept a cashless exercise of
to cessation of employment, the participant held
any Share Rights (in accordance with the Rules),
any exercisable Share Rights, then subject to the
which will involve the number of Shares allocated
Plan rules, the relevant exercise period, in respect
to the relevant participant being reduced by such
of those Share Rights will end on the earlier of
number of Shares determined by the Board equal
(i) the date that is three months (or other such
to the aggregate exercise price (if any) in respect
period as determined by the Board) following the
of those Share Rights.
date of the participant’s cessation of employment
•
Shares issued under the Plan
or the date on which those
Share Rights become vested Share Rights;
›
Shares that are registered or allocated
or (ii) the expiry date.
(as 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).
›
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
•
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:
–
commits any act of fraud or defalcation or gross
misconduct in relation to the affairs of any
Group Company;
receive dividends and bonus shares and to
– materially breaches their obligations to the Group
participate in rights issues.
Companies, including by failing to comply with a
›
A participant may only participate in a
Group Company’s policies;
new issue of Shares or other securities
–
hedges the value of, or enter into a derivative
to holders of Shares if Shares have been
arrangement in respect of, any unvested Share
allocated to the participant and registered
Rights; or
or allocated (as applicable) in the name of
the participant in accordance with the Plan
rules before the record date for determining
entitlements to the issue.
–
purports to dispose of or otherwise deal with
(including by granting any security interest over)
their Share Rights other than as permitted under
the Plan.
›
Shares allocated to a participant following
exercise of their Share Rights will not
be subject to any further restrictions on
dealing, other than to the extent prohibited
by the Freelancer Securities Trading Policy.
097
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
The Plan rules contain other circumstances
the time of the reorganisation. If the Company
where such Share Rights may lapse. In addition,
makes a bonus issue of Shares to existing
the Board may determine in the above and other
holders of Shares (other than an issue of Shares
circumstances that any Shares acquired by
in lieu or in satisfaction of dividends or by way
(or cash paid to) a participant following the
of dividend reinvestment) and no Share has
vesting of Share Rights for the after tax value of
been issued in respect of a Share Right before
the Share Rights at the time they converted into
the record date for determining entitlements to
Shares (or at such other time determined by the
the bonus issue, then the number of underlying
Board) be paid to the Company.
Shares over which the Share Right is convertible
•
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
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.
otherwise deal with (including by granting any
•
Plan Trustee – The Plan may be administered
security interest over) a Share Right.
in conjunction with an employee share trust,
•
Change of control – If a Change of Control Event
occurs, or the Board determines that such may
occur, the Board has the discretion to determine
that any one or more of the following apply:
the 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 trustee of such a trust to a Participant, or the
–
the Performance Criteria applicable to some or
allocation of a Share in the Participant’s name
all unvested Share Rights will be assessed as at a
which continues to be held by the trustee for
date determined by the Board or are waived;
that Participant, will satisfy the obligation of the
–
the exercise period in respect of some or all
Company to allocate a Share to the Participant
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);
under the Plan.
•
Other – The Plan will be administered by the
Board, which has broad powers in respect of the
Plan including to exercise discretions, amend the
Plan rules or any offer letter at any time in any
–
some or all Share Rights are to be replaced by
manner the Board thinks fit (subject to prescribed
rights to shares of the new controlling company
limitations in the Plan rules) and/or to waive any
on substantially the same terms and subject
terms or conditions (including any Performance
to substantially the same conditions as the
Criteria / vesting conditions) in relation to any
Share Rights with any appropriate amendments,
Share Rights.
including to Performance Criteria;
–
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
jurisdiction under which Share Rights are offered
•
Reorganisation of Capital and Bonus Issues
under the Plan and the way in which the Plan
– In the event of any reorganisation of the
is operated may be subject to additional or
share capital of the Company (including any
modified terms, having regard to any securities,
sub-division, consolidation, reduction or return
exchange control or taxation laws or regulations
of the share capital of the Company), the
or similar factors that may apply to a Participant
number of Share Rights, and/or the number of
or to any member of the Group in relation to the
Shares subject to the Share Rights, and/or the
Share Rights or any of the provisions of the Plan.
exercise price (if any) of Share Rights, will be
reconstructed to the extent necessary to comply
with, and in accordance with, the ASX Listing
Rules applying to a reorganisation of capital at
(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
2023
18 October 2018
20 February 2019
19 February 2020
2 March 2020
$0.53
$0.70
$0.47
$0.45
11 December 2020
$0.52
14 April 2021
28 May 2021
Total
2022
18 October 2018
20 February 2019
19 February 2020
2 March 2020
30 July 2020
$0.62
$0.95
$0.53
$0.70
$0.47
$0.45
$0.53
11 December 2020
$0.52
14 April 2021
28 May 2021
Total
$0.62
$0.95
200,000
407,226
440,539
200,000
38,462
120,000
10,527
1,416,754
200,000
407,226
640,539
200,000
100,000
38,462
120,000
210,527
1,916,754
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(200,000)
(407,226)
-
-
-
-
-
-
-
440,539
200,000
38,462
120,000
10,527
-
-
176,216
80,000
-
84,000
-
-
-
264,323
120,000
38,462
36,000
10,527
(607,226)
809,528
340,216
469,312
-
-
(200,000)
-
(100,000)
-
-
200,000
407,226
440,539
200,000
-
38,462
-
162,891
308,378
140,000
-
-
120,000
108,000
(200,000)
10,527
-
200,000
244,335
132,161
60,000
-
38,462
12,000
10,527
(500,000)
1,416,754
719,269
697,485
All Eligible Employees who accepted an offer of ESP
The assessed weighted average fair value at grant
shares were given an interest free loan from the
date of the effective share options granted during the
Company to finance the whole of the purchase of the
financial year is n/a (2022: n/a. Options were priced
ESP shares they were invited to apply for (ESP Loan).
using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the option,
the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate
for the term of the option. The expected price volatility
of the Company’s shares is based on the historical
volatility of ASX listed companies considered to be
comparable to Freelancer Limited.
The ESP Loans are provided to participants on a
non-recourse basis and upon vesting must be repaid
in order to remove trading restrictions on vested
ESP shares. The term of the ESP Loan is four years;
however, participants may forfeit their ESP shares if
they do not repay the ESP Loan or leave the Company.
As the ESP removes the risk to participants from
decreases in the share price by limiting the maximum
loan amount repayable to the value of the ESP shares
disposed and waiving the ESP Loan should the
participant forfeit their ESP shares, whilst still allowing
participants the rewards of any increase in share price,
the Company has effectively granted the participants
an option to the ESP shares due to the ESP Loans
being non-recourse. As such, this arrangement is
accounted for under AASB 2.
098
099
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
(b) LTIP share option grants
Set out below are summaries of LTIP options granted, issued and that have balances or movement
25. Related party transactions
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
2023
22 October 2021
$0.72
21 December 2021
$0.73
63,889
13,699
-
-
28 August 2023
$0.25
-
357,226
Total
2022
77,588
357,226
22 October 2021
$0.72
21 December 2021
$0.73
Total
63,889
13,699
77,588
-
-
-
-
-
-
-
-
-
-
(50,000)
13,889
(13,699)
-
-
-
-
357,226
357,226
13,889
-
-
(63,699)
371,115
357,226
13,889
-
-
-
63,889
13,699
50,000
-
13,889
13,699
77,588
50,000
27,588
The assessed weighted average fair value at grant
date and expected price volatility of the underlying
date of the effective Share Rights granted during the
share, the expected dividend yield and the risk free
financial year is $0.19 (2022: n/a). Options were priced
interest rate for the term of the option. The expected
using a Black-Scholes option pricing model that takes
price volatility of the Company’s shares is based
into account the exercise price, the term of the Share
on the historical volatility of ASX listed companies
Rights, the impact of dilution, the share price at grant
considered to be comparable to Freelancer Limited.
(c) LTIP share option grants in subsidiary
(Payments Pty Ltd)
Set out below are summaries of LTIP options granted,
issued and that have balances or movement during the year under the plan:
Issue
price
Balance
at the
start of
the year
Granted/
issued
Released
from
restrictions
Forfeited/
cancelled
Balance
at the end
of the year
Balance of
unvested
ESP
shares
Balance
of vested
ESP
shares
Grant date
2023
16 November 2021
$0.057672
15,000,000
Total
2022
15,000,000
16 November 2021
$0.057672
15,000,000
Total
15,000,000
-
-
-
-
-
-
-
-
(4,5000,000)
10,500,000
7,450,000
3,050,000
(4,5000,000)
10,500,000
7,450,000
3,050,000
-
-
15,000,000
13,500,000
1,500,000
15,000,000
13,500,000
1,500,000
Options were priced using a Black-Scholes option pricing
free interest rate for the term of the option. The expected
model that takes into account the exercise price, the term
price volatility of the subsidiary’s shares is based on the
of the Share Rights, the impact of dilution, the market
historical volatility of ASX listed companies considered to
price at grant date and expected price volatility of the
be comparable to Payments Pty Ltd.
underlying share, the expected dividend yield and the risk
100
(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
(Loss) / Profit after tax
Total comprehensive (loss) / profit
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
Contributed equity
Reserves
Accumulated losses
Total equity
2023
$000
(1,126)
(1,126)
9,315
30,259
39,574
3,319
3,319
36,255
38,918
1,121
(3,784)
36,255
2022
$000
553
553
10,485
31,071
41,556
4,218
4,218
37,338
38,918
1,234
(2,814)
37,338
101
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
Contingent liabilities
Significant accounting policies
The parent entity had no contingent liabilities at 31
The accounting policies of the parent entity are
December 2023 and 31 December 2022
consistent with those of the Group, except for
Capital commitments
The parent entity had no capital commitments as
at 31 December 2023 and 31 December 2022.
investments in subsidiaries which are accounted for
at cost, less any impairment.
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
27. Business Combinations
Business combinations occur where an acquirer
and its subsequent settlement is accounted for within
obtains control over one or more businesses.
equity. Contingent consideration classified as an asset
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
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.
for from the date that control is attained, whereby
All transaction costs incurred in relation to the
the fair value of the identifiable assets acquired and
business combination are expensed to the statement
liabilities (including contingent liabilities) assumed is
of profit or loss and comprehensive income. The
recognised (subject to certain limited exceptions).
acquisition of a business may result in the recognition
When measuring the consideration transferred in the
of goodwill or a gain from a bargain purchase.
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
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
Loadshift Holdings Pty Ltd **
Loadshift 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
** Loadshift group
United States
United States
United States
United States
United States
102
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
103
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL STATEMENT
29. Fair value measurements
32. Earnings per share (EPS)
All assets and liabilities are recorded at their fair value.
Basic earnings per share
Diluted earnings per share
30. Events occurring after the reporting date
There are no other matters or circumstances that have
•
the aggregated entity’s operations in the future
arisen since 31 December 2023 that have significantly
financial years, or
affected, or may significantly affect:
•
•
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
Profit / (Loss) for the year
Non-cash items in operating profit / (loss):
Depreciation and amortisation
Share based payments expense
Net exchange differences
Changes in operating assets and liabilities:
Decrease in trade and other receivables
Decrease / (Increase) in deferred tax assets
(Increase) in other assets
(Decrease) in trade and other creditors
(Decrease) in provision for income tax
(Decrease) in deferred tax liabilities
(Decrease) / Increase in provisions for employee benefits
Increase/ (Decrease) in other provisions
Net cash inflow / (outflow) from operating activities
Non cash information
2023
$000
2022
$000
189
(5,413)
4,733
4,470
115
339
815
1,069
(446)
159
535
2,018
(924)
(419)
(3,522)
(3,592)
(15)
(26)
(1,245)
(1,013)
163
2
299
(273)
1,871
(4,179)
During the period, the group recognised $1.68 million of interest charge relating to rent under AASB 16: Leases.
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:
Profit / (Loss) from continuing operations
Diluted earnings per share:
2023
Cents
0.04
0.04
0.04
0.04
$000
2022
Cents
(1.20)
(1.20)
(1.20)
(1.20)
$000
189
(5,413)
Profit / (Loss) attributable to the ordinary equity holders of the Company
189
(5,413)
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in calculating basic earnings
per share
2023
Shares
2022
Shares
450,914,882
450,765,581
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
1,060,737
1,885,247
-
451,975,619
452,650,828
(e)
Information on the classification of securities
ESP shares and
share grants
ESP shares granted to employees under the ESP and
Note 24.
shares granted to employees outside of the ESP are
considered to be potential ordinary shares and have
been included in the determination of diluted earnings
per share to the extent to which they are dilutive.
The ESP shares and share grants have not been
included in the determination of basic earnings per
share. Details relating to the ESP shares are set out in
104
105
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
NOTES TO THE FIN ANCI AL STATEMENT
NOTES TO THE FIN ANCI AL 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 of
Costs relating to research and development of new
the Group from the date on which control is obtained
software products are expensed as incurred until
by the Group. The consolidation of a subsidiary is
technological feasibility in the form of a working
discontinued from the date that control ceases.
model has been established. At such time costs may
Intercompany transactions, balances and unrealised
be capitalised, subject to recoverability. Software
gains or losses on transactions between group entities
development costs incurred subsequent to the
are fully eliminated on consolidation. Accounting
establishment of technological feasibility have not
policies of subsidiaries have been changed and
been significant, and the Group has not capitalised any
adjustments made where necessary to ensure
software development costs to date.
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
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
with other receivables or payables in the statement of
in profit or loss.
financial position.
Group companies
(g) Critical accounting estimates and judgments
The financial results and position of foreign operations
whose functional currency is different from the
Group’s presentation currency is translated as follows:
•
•
•
Assets and liabilities are translated at period end
exchange rates prevailing at that reporting date.
Income and expenses are translated at average
exchange rates for the period.
Retained earnings are translated at the exchange
rates prevailing at the date of the transaction.
The directors evaluate estimates and judgements
incorporated into the financial report based on
historical knowledge and best available current
information. Estimates assume a reasonable
expectation of future events and are based on
current trends and economic data, obtained both
externally and within the Group. The resulting
accounting estimates will, by definition, seldom
equal the related actual results. The estimates and
judgements that have a significant risk of causing
a material adjustment to the carrying amounts of
Exchange differences arising on translation of
assets and liabilities within the next financial year are
foreign operations with functional currencies other
discussed below.
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
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.
over its recoverable amount is recognised immediately
The assumptions and estimates made by the Group
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
the recoverable amount of the cash generating unit
to which the asset belongs.
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
(f) Comparative figures
When required by Accounting Standards, comparative
The Group assesses impairment at each reporting
date by evaluating conditions specific to the group
figures have been adjusted to conform to changes in
that may lead to impairment of assets. Where an
presentation for the current financial year.
impairment trigger exists, the recoverable amount
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.
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 2023, 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 ranging
from 5 to 7 year periods. 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 2023 of $34,120,179
(2022: $34,120,179).
106
107
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023 NOTES TO THE FIN ANCI AL STATEMENT
DIRECTORS’ DECL ARATION
Provisions for doubtful accounts and
Deferred tax assets
transaction losses
Deferred tax assets are recognised for deductible
Provision is made in respect of the Group’s best
temporary differences and unused tax losses as
estimate of doubtful accounts and transaction losses
management considers that it is probable that
based on historical experience.
future taxable profits will be available to utilise
Share based payments
those temporary differences and unused tax losses.
Significant management judgement is required to
The Group measures the cost of equity settled
determine the amount of deferred tax assets that can
transactions with employees by reference to the
be recognised, based upon the likely timing and the
fair value of the equity instruments at the date at
level of future taxable profits.
which they are granted. The fair value is determined
with the assistance of an external valuation with the
Trust assets and liabilities
assumptions detailed in Note 24. The accounting
The Group’s Online Payments segment, namely
estimates and assumptions relating to equity settled
the business of Escrow.com, is a regulated entity
share based payments would have no impact on the
that holds funds on behalf of its users in trust bank
carrying amounts of assets and liabilities within the
accounts. At 31 December 2023 the cash balance in
next annual reporting period but may impact expenses
trust amounted to A$38,343,852 (2022: A$54,768,004),
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 2023.
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 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.
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(a)
the Financial Statements and notes of the consolidated entity set out on pages 64 to 108
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 2023 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 2023.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the directors
Matt Barrie
Chairman
27 February 2024
108
109
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
FREELANCER LIMITED
ABN 66 141 959 042
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FREELANCER LIMITED AND CONTROLLED 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 2023,
the consolidated statement of profit or
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:
loss and other comprehensive income,
(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 2023 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
provide a basis for our opinion.
the audit evidence we have obtained is sufficient and appropriate to
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
the Group’s financial
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
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
Loadshift 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
Recoverability of Intangible Assets
Refer to Note 12 – Intangible Assets and Note 2 (d) -
Critical Accounting Estimates.
The Group has recognised intangible assets of
$34.1 million at 31 December 2023 resulting from
The
business combinations and asset acquisitions.
intangibles are compromised of domain names,
intellectual property and goodwill.
asset balances
recoverability of
the Group’s
The assessment of
incorporated significant
intangible
judgement in respect of factors such as general market
conditions, discount
rates, revenue growth and cost
assumptions.
We have focussed on this area as a key audit matter
due to amounts involved being material; the inherent
subjectivity associated with critical
judgements being
made in relation to forecast future revenue and costs;
discount rates; and terminal growth rates.
Our procedures included, amongst others:
We understood and tested management’s controls over
its systems relevant to financial reporting.
We conducted general IT controls tests. This included a
review of the policies, procedures, change management.
Password protocol, access security and other relevant
controls.
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 IT controls was not considered an
appropriate or efficient
testing approach, alternative
audit procedures were performed on the financial
information.
Our procedures included, amongst others:
We evaluated management’s goodwill and intangible
assets impairment assessment.
Key inputs in the value of use model included forecast
revenue, costs, discount rates and terminal growth rates.
We corroborated those assumptions by comparing
forecasts to historical actuals where applicable.
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 including treatment of
the net
present value calculations.
We performed sensitivity analysis on the revenue
forecast, terminal growth rate and discount rate inputs.
We assessed the Group’s disclosures of the quantitative
and qualitative considerations in relation to the carrying
value of goodwill and intangible assets, by comparing
these disclosures to our understanding of this matter.
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
110
111
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
FREELANCER LIMITED
ABN 66 141 959 042
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FREELANCER LIMITED AND CONTROLLED 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 2023 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
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
FREELANCER LIMITED
ABN 66 141 959 042
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
FREELANCER LIMITED AND CONTROLLED ENTITIES
–
–
–
–
–
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.
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.
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
112
113
FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
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
Report on the Remuneration Report
We have audited the remuneration report included in pages 36 to 40 of the directors’ report
for the year ended 31 December 2023.
62
58
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
2023 complies with s 300A of the Corporations Act 2001.
Hall Chadwick (NSW)
Level 40, 2 Park Street
Sydney NSW 2000
Stewart Thompson
Partner
Dated: 27 February 2024
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
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FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
ADDITION AL ASX INFORM ATION
ADDITION AL ASX INFORM ATION
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 22 March 2024.
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 bodies 1
1 Includes a relevant interest in 809,528 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.
Number of Shares
196,584,607
161,309,528
Top 20 Shareholders
as at 22 March 2024
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
MR DARREN WILLIAMS
BNP PARIBAS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES
CUSTODIAL SERVICES LIMITED
TAIPAN INVESTMENT MANAGEMENT
J P MORGAN NOMINEES AUSTRALIA
MRS RIKA WESTWOOD
JOHN GORDON PHIPPS
MR RODNEY JOHN SELLICK
MR CRAIG RONALD TINDALE
STUART JOHN NATTRASS
MR NEIL LEONARD KATZ
INFILSEC PTY LTD
DUNRAY NOMINEES PTY LTD
MAROBAR HOLDINGS PTY
MR GREGORY JAMES WARD
MR MICHAEL JOHN RUHFUS
Total Top 20
Total Remaining
Total of Securities
191,435,150
168,910,682
15,522,618
10,605,660
9,949,862
5,502,032
2,534,730
2,063,162
2,056,891
1,800,000
1,580,932
1,109,833
1,100,000
1,000,000
995,539
978,727
850,000
789,500
726,112
694,831
420,206,261
31,889,264
452,095,525
42.3%
37.4%
3.4%
2.3%
2.2%
1.2%
0.6%
0.5%
0.5%
0.4%
0.3%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
0.2%
92.9%
7.1%
Analysis of Holdings
as at 22 March 2024
Holdings Ranges
Holders
Total Units
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
503
691
220
340
65
12
7
6
1,844
272,424
1,936,531
1,692,072
10,697,370
14,773,066
8,552,510
12,245,548
401,926,004
452,095,525
Restricted securities
as at 22 March 2023
Class of restricted securities
Nature of restriction
Number of Shares
Unquoted ESP shares
Various dates ending no later than 27 May 2025
LTIP share options
Various dates ending no later than 27 August 2027
Total securities subjected to trading restrictions
809,528
371,115
1,180,643
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.
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FREELANCER LIMITED ANNUAL REPORTFREELANCER LIMITED ANNUAL REPORT2023
Corporate
Directory
Company Directors
Registered Office
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
Level 37
Grosvenor Place
225 George Street
Sydney NSW 2000
Telephone: +61 (02) 8599 2700
Share Registry
Boardroom Limited
Level 8
210 George Street
Sydney NSW 2000
External Auditors
Hall Chadwick
Level 40
2 Park Street
Sydney NSW 2000
Securities exchange listing
Freelancer Limited shares are listed on the
Australian Securities Exchange (Listing code: FLN)
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