2024 full year results
make it REAL
Freelancer Limited
ACN 141 959 042
Index
CONTENTS
PAGE
002
Chairman’s Letter
038
Directors’ Report
060
Consolidated Statement of Profit or Loss and Other Comprehensive Income
061
Consolidated Statement of Financial Position
062
Consolidated Statement of Changes in Equity
063
Consolidated Statement of Cash Flows
064
Notes to the Financial Statements
106
Directors’ Declaration
107
Independent Auditor’s Report
112
Additional ASX Information
114
Corporate Directory
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
001
Chairman's
Letter
Our mission remains ambitious: to build the
Amazon of services- labour, payments and freight,
providing a seamless ecosystem connecting
businesses and their needs worldwide. Although
full-year revenue was slightly lower than FY23 due
to the planned wind-down of non-core services
for a specific enterprise customer, our core online
platform returned to growth in the second half.
This progress is evident in several key
achievements for the year:
Marketplace Growth
New client activity rebounded strongly. In the
final quarter of FY24, new client deposits were up
18.6% year-on-year, driving a return to growth in
Gross Marketplace Volume and project postings
on the platform. This has continued into FY25 as
of the time of writing of this letter.
Platform Quality & Scale
User engagement and project value improved
substantially. Product enhancements and operational
focus lifted user retention by 5%, and the average
project size rose by 29% (to roughly US$334). This
shift toward larger, more sophisticated projects
underscores rising trust and the higher skill levels
within our freelancer community.
Financial Discipline
We sharpened our focus on efficiency and
sustainability. Operating costs were reduced by 5.8%
compared to FY23, contributing to a return to positive
operating cash flow ($0.8 million, from a $2.4 million
outflow in FY23). We ended the year with a stronger
balance sheet, including $23.2 million in cash reserves
(up 9.5% on pcp), which provides stability and flexibility
as we pursue growth in FY25.
FY24 was a pivotal year for Freelancer Limited, marked by a clear turnaround
in our performance and significant strengthening of our core business. We
ended the year with renewed momentum across our global marketplace,
driven by targeted strategic initiatives and disciplined execution.
FREELANCER.COM
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
003
We are confident
that AI will continue
to be a catalyst for
growth, helping
Freelancer scale
the world’s largest
online workforce
to meet surging
demand from
individuals and
enterprises alike.
AI & The Future of Work
A major strategic focus in FY24 was integrating artificial
intelligence (AI) across our business in a practical,
transformative way. We view AI as a fundamental enabler
that amplifies human talent, rather than as marketing
hype. Freelancer’s structural advantages in the AI era are
clear: with over 79 million users, the world’s largest online
pool of freelancers, our platform has unmatched scale
and data. This gives us unique insights and the ability to
train and deploy AI tools that enhance how clients and
freelancers connect and work together.
In 2024 we began harnessing AI to improve matching of
freelancers to projects, streamline project posting, and
assist freelancers in working more productively. AI-related
projects have now become one of the fastest-growing
categories on our site, as businesses worldwide turn
to our marketplace for solutions in machine learning,
automation, and other cutting-edge fields. At the same
time, freelancers are using new AI tools (such as
generative AI for code, design and content) to deliver work
faster and at higher quality. Rather than replacing skilled
professionals, these technologies have dramatically
enhanced our freelancers’ capabilities – allowing them to
move “up the stack” to more complex, high-value tasks.
This synergy between a global human workforce and AI is
empowering our community and driving greater liquidity
and quality across the platform.
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
004
We enter 2025 with
determination and
confidence in our
ability to deliver
ongoing improvement
and innovation.
Positioned for Sustainable Growth in FY25 and Beyond
We enter FY25 confidently, backed by a clear strategy and
demonstrated momentum. Our marketplace, complemented
by Escrow.com and Loadshift, positions us uniquely to
capitalize on continuing trends in digital transformation and
flexible work. We remain committed to prudently investing in
innovation, particularly within AI, and strengthening strategic
partnerships to further consolidate our market leadership.
On behalf of the Board, I would like to thank our shareholders
for their continued trust and support. I also extend my
gratitude to our dedicated team and our millions of users
around the world – freelancers and clients – who are the heart
of our marketplace. FY24 was a year of significant positive
change, and we are energised by what lies ahead.
Escrow.com
Escrow.com, our secure online payments business,
delivered robust revenue growth of 14.5% through
strategic enhancements, achieving higher take rates. It
continues to perform consistently and we expect a great
FY25, solidifying its position as the trusted payments
provider for large and complex transactions globally.
Loadshift
Loadshift, our freight logistics marketplace, underwent
significant strategic renewal with a strengthened
senior leadership team and substantial platform
enhancements. A crucial development has been the
implementation of advanced audio and video calling
capabilities. Given that Loadshift primarily connects
drivers who are actively on the road, these features
provide a fundamentally improved, safer, and more
effective human-computer interface, substantially
enhancing real-time communication and the overall
customer experience. This innovation is expected to
significantly accelerate growth and engagement on the
platform. Loadshift and Freelancer operate off the same
code base, so the benefits of this will also be experienced
in the Freelancer platform.
Matt Barrie
Chief Executive & Chairman
Freelancer Limited
26 March 2025
Yours sincerely,
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
005
Marketplace
Performance
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.
Growth in scale and value
In 4Q24, Freelancer’s marketplace expanded significantly, adding 1.69 million new
users and 173,000 new projects. A standout metric was the average project size,
which soared to $334, reflecting a 29.3% increase from the prior corresponding
period (pcp). This growth, encompassing enterprise customers and the Loadshift
division, was partly due to a strategic pivot away from a high-volume, low-value
Global Fleet engagement. By transitioning to a new operating model with this
client, the dilutive effect of smaller projects was eliminated, revealing a strong
upward trend in project value. This shift highlights the increasing sophistication of
engagements, bolstered by AI adoption and retention improvements.
Enhanced liquidity
Marketplace liquidity reached new heights in 4Q24, reflecting a thriving supply
side. The average number of bids per project rose to 51, up 24.4% from pcp, while
average entries per contest surged to 527, a remarkable 60.7% increase. These
gains underscore a highly competitive and engaged ecosystem, setting a solid
foundation for sustained growth.
new client deposits
gross marketplace value
generated from new clients
18.6
29.3
24.4
26.1
%
%
%
%
average project size
bids per project
During FY2024:
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
006
007
FREELANCER LIMITED ANNUAL REPORT
New client momentum
User acquisition emerged as a key strength in FY24,
with new client deposits (measured by value within 30
days of signup) increasing by 18.6% year-on-year in USD
terms in 4Q24. On a rolling 30-day basis, this metric
currently stands at 17.7%, a dramatic turnaround from
the prior year’s declines of -4.6% and 0.0%. This influx
of higher-value users is driving GMV growth, with USD
GMV up 1.4% in 4Q24 and accelerating to +7.8% on a
rolling four-week basis as of March 05, 2025. Coupled
with a 5% improvement in retention, these trends position
Freelancer’s marketplace for a strong FY25.
Rookie and overall GMV trends
The contribution of “rookie” clients (new users) to
GMV has been particularly encouraging, with rookie
GMV up 26.1% on a 28-day rolling basis compared to
FY23, surpassing both FY23 and FY22 levels. Overall
GMV also shows steady improvement, reinforcing the
positive impact of stronger user cohorts and operational
enhancements throughout FY24.
User acquisition - new client deposits
Average project size (USD)
User acquisition
and retention
Leveraging Macro Trends
Looking ahead, FY25 promises to be a transformative year
for Freelancer. The mainstream adoption of AI technologies,
combined with a favorable macro environment—including
a “golden age” of building in the US and an improved funding
landscape—positions the company to capitalize on emerging
opportunities. We anticipate a rise in the number and quality
of startups, a core customer segment, as well as increased
demand for AI integration and customization services from small
businesses, our dominant market.
Growth Ambitions
Our primary objective for FY25 is to achieve double-digit year-on-
year growth across both new (rookie) and existing (non-rookie)
client segments. By staying at the forefront of the AI revolution
and enhancing our marketplace offerings, we are confident in
delivering substantial value to our users and stakeholders. The
combination of internal momentum and external tailwinds
positions Freelancer to thrive in an evolving global economy.
Strategic outlook
for FY 2025
FREELANCER.COM
008
FREELANCER LIMITED ANNUAL REPORT
2024
Freelancer is changing lives around the world, creating opportunity
for entrepreneurs, small businesses and large organizations alike. Our
platform connects you with talented professionals globally, delivering
exceptional work at competitive rates.
Freelancer empowers
entrepreneurs
around the world to
Evan Johnson made his
board game 'Zoo King' a
reality, kickedstarted with
the help of freelancers.
FREELANCER.COM
Today, Matt Starky (@Brightdock)
exemplifies freelance success as a
million-dollar freelancer, sharing his
expertise with the community.
FREELANCER.COM
009
FREELANCER LIMITED ANNUAL REPORT
009
make itR
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
010
Dreams are
being made a
reality around
the world with
the help of
freelancers!
REAL
FREELANCER.COM
011
FREELANCER LIMITED ANNUAL REPORT
Post your requirements and budget to connect with skilled freelancers globally.
Choose to pay a fixed price or hourly rate with secure Milestone Payments protection.
WRITE A BRIEF, SET A
BUDGET AND WATCH
THE BIDS COME IN
BROWSE PORTFOLIOS,
REVIEWS, AND CHAT
WITH FREELANCERS
of projects receive bids
within 60 seconds
bids on average
per project
67
51
%
Post a project.
From brief to expert
bids in minutes.
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
012
Post contests for any type of work: logos, website designs, naming, packaging, illustration,
and product concepts & more. Receive multiple solutions and only pay for the winners.
POST YOUR CONTEST
AND OFFER A PRIZE
of contests receive
entries within 1 hour
average entries
per contest
93
528
%
Run a contest.
Pay only for results,
get unlimited creativity.
RATE YOUR ENTRIES
AND SELECT A WINNER
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
013
What we ship
AI PJP v1
IRIS
Give Get
Dark mode
Dark mode f
AI agents
landing page
Project updates
HeyGen partners
Ava AI
consultant
Project S
improvements
New profles
Skill based
profles
Infnite scroll
bid list
Logged out
navigation
Services
AI te5t felds
Google sign in
Subscriptions
US
Q1
Q2
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
014
pped in 2024
ull release
Design system portal
iPad app
hip
Loadshift
load tracking
2FA improvements
Branding updates
AI PJP v2
Inbo5 user search
Portfolio upload
improvements
Freemarket
Trust & safety
rule system
App performance
improvements
Workrooms
Remarketing
campaign
overhaul
local payments (SVB)
Message
pinning in inbo5
Portfolio updates
Q3
Q4
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
015
Building a
Freelance
Freelancer strives to change lives around the world, and has continued to innovate and enhance
our platform to empower freelancers to reach their full potential. We’ve rolled out exciting
new features including an updated design for freelancer profile pages, giving professionals a
sleek, user-friendly space to showcase their skills and stand out to clients. We’ve also made
improvements to portfolio management, making it easier than ever for freelancers to highlight their
work and attract the right opportunities. With these updates and more to come, we’re committed to
providing freelancers with the tools they need to succeed in a fast-evolving marketplace.
Your project, our global cloud
of 80 million professionals.
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
2024
016
a better
er
A new way for clients to find the freelancer they
need! With Services, freelancers can create and
sell their own custom services directly on the
platform; offering clients a clear, streamlined way
to discover what they do best. Alongside this, we
launched Freemarket, a dynamic marketplace
where clients can browse a wide range of
services offered by talented freelancers, making
it easier than ever for both parties to connect
and collaborate.
Ready-to-deliver
Services from
top-tier talent.
FREELANCER.COM
017
FREELANCER LIMITED ANNUAL REPORT
017
018
FREELANCER LIMITED ANNUAL REPORT
2024
Reinventing the
world of work in
the AI revolution
FY24 marked a transformative milestone in the global adoption of
artificial intelligence (AI), as enterprises worldwide embraced this
groundbreaking technology at scale. With the world’s largest online
human workforce, Freelancer is uniquely positioned to lead this
seismic shift in service delivery.
Much like the industrial revolutions before it, the
fifth industrial revolution—driven by AI—is proving
to be a catalyst for opportunity, creating far more
jobs than it displaces. As individuals and businesses
adopt, integrate, and innovate within this evolving
AI landscape, we are proud to be at the forefront,
empowering a future of work that is dynamic,
inclusive, and impactful.
FY24 was a defining period for Freelancer,
characterized by widespread AI adoption and
significant strategic advancements. Our focus
on embedding AI across our platform delivered
measurable outcomes in four critical areas:
marketplace AI integration, contests platform
productivity, enterprise AI services, and strategic
partnerships within the AI ecosystem. These
achievements underscore our commitment to
harnessing AI not just as a tool, but as a multiplier
of human potential, driving productivity, skill
liquidity, and quality across our global community.
Positioning Freelancer as the hub for AI
agent development
Demand for AI-related work surged in the second
half of 2024, signaling a robust growth trajectory for
this emerging category. Looking ahead to 2025, we
are committed to expanding our support, marketing,
and development efforts to solidify Freelancer as
the premier destination for AI agent development.
By fostering an ecosystem where AI enhances
skills and elevates living standards, we are not only
redefining work but also unlocking unprecedented
opportunities for our global community.
increase in contest
entries driven by AI tools
60.7%
FREELANCER.COM
Our focus on
embedding AI across
our platform delivered
measurable outcomes
019
FREELANCER LIMITED ANNUAL REPORT
FREELANCER.COM
020
FREELANCER LIMITED ANNUAL REPORT
2024
In 2024, we witnessed substantial growth in AI-related
projects, with demand surging in the latter half of
the year. This momentum was fueled by internal
innovations, including a personalized AI posting
flow that delivered consistent wins throughout FY24,
enhanced conversion rates across key platform metrics,
and the development of specialized AI tools tailored
for freelancers.
A notable industry milestone came with OpenAI’s
introduction of the SWE-Lancer benchmark, featuring
over 1,400 freelance software engineering tasks valued
at $1 million USD in real-world payouts. By optimizing
foundational models for integration into tools like
Cursor and VSCode, this benchmark promises to
elevate software engineers’ capabilities—mirroring
the transformative impact of tools like ChatGPT for
copywriters and Midjourney for illustrators. These
advancements are driving productivity, delivering
greater value to clients, and enabling freelancers
to transcend traditional skill boundaries, ultimately
enhancing professional opportunities and quality of life.
Contests platform: a showcase of productivity
and quality
The power of AI integration shines through our
contests platform, where productivity and creativity
reached new heights in FY24. Entries per contest
soared to an average of 527, a remarkable 60.7%
increase year-over-year, driven by freelancers
leveraging design-oriented AI tools for faster
delivery. A recent logo contest exemplified this
evolution, revealing distinct submission waves:
rapid AI-only designs with high graphical quality
but limited brief adherence; AI-assisted entries
refined by human designers; and purely human-
created submissions. The highest-quality, most
relevant designs were consistently human-
generated or hybrid efforts, with the winning entry
in this case verified as entirely human-crafted. This
trend reinforces our belief that AI amplifies human
ingenuity, enabling us to deliver the widest range,
lowest cost, and highest quality—a trifecta once
thought impossible.
For 15 years, Freelancer has delivered the widest range of services at the lowest cost. With AI tools
now ubiquitous, we are achieving what was once unimaginable: combining scale, affordability, and
uncompromising quality. More exciting still is the way AI is breaking down skill barriers, acting as
a multiplier that not only enhances capabilities but also elevates living standards. As we move into
2025, Freelancer remains committed to leading the AI revolution, empowering our global community
to shape a world of work that is more productive, equitable, and inspiring than ever before
Marketplace
AI Integration
Looking ahead:
a future powered by
human-AI collaboration
Empowering freelancers with cutting-edge tools to perform at
their best, delivering unparalleled productivity and quality.
FREELANCER.COM
This initiative showcased Freelancer’s unparalleled
ability to mobilize diverse talent at scale, onboarding
over 130,000 freelancers from more than 60 language
groups. In Q4 2024, the program expanded to include
speech data collection, technical writing, translation
services, and point-of-interest data collection. A
standout moment came when we deployed over 25,000
freelancers for AI training within 24 hours—a feat we
believe is unmatched in the industry. This capability
reinforces our leadership in delivering enterprise-grade
AI solutions with speed, precision, and global reach.
Strengthening our position in the AI ecosystem
In FY24, we forged strategic partnerships with
pioneering AI technology companies like Retell.
ai, leveraging our freelance workforce to distribute,
integrate, and deliver their transformative solutions. This
collaboration exemplifies our role as a vital connector in
the AI ecosystem. By aligning with industry leaders, we
are amplifying the impact of AI innovations and creating
new pathways for freelancers to thrive.
Scaling
global impact
Our Generative AI program emerged
as a flagship achievement in
FY24, exemplified by a marquee
partnership with a leading global
technology company to train their
foundational Large Language Model.
freelancers mobilized for a
major LLM training project
freelancers rapidly
deployed in a 24hr window
language groups
supported
25K
52
130K
FREELANCER.COM
FREELANCER LIMITED ANNUAL REPORT
021
022
FREELANCER LIMITED ANNUAL REPORT
The world’s
largest
crowdsourcing
marketplace
Government partnerships: empowering global talent
In FY24, we achieved a milestone through an innovative collaboration with Bahrain’s
Labor Fund (Tamkeen). This partnership focuses on training and mentoring Bahraini
citizens to thrive as service providers on our platform. The initial program launched
in 4Q24, laying a scalable foundation for expansion to other global government
agencies in 2025. This initiative underscores our commitment to empowering talent
worldwide and strengthening our government partnerships.
Enterprise client growth: a strong outlook for 2025
As we look to 2025, our Enterprise division is primed for robust growth. We are
focused on expanding our AI services, scaling our field services capabilities,
and deepening government collaborations globally. With a healthy pipeline of
opportunities from leading enterprises and government agencies, we have bolstered
our sales and operations teams to accelerate deal conversion and delivery. Our
strategic investments and proven execution position us to deliver exceptional value
to our clients and stakeholders in the year ahead.
Freelancer Enterprise provides enterprise-level clients
with access to highly skilled, vetted on-demand talent
in the world's largest cloud workforce, instantly.
FREELANCER ENTERPRISE
2024
023
FREELANCER ENTERPRISE
FREELANCER LIMITED ANNUAL REPORT
023
Transforming
impossible
challenges into
breakthrough
solutions
Freelancer maintained its position as a leader in Innovation
Challenges, on behalf of NASA, NIH, CDC, and other federal
agencies through key collaborators including LMI, Blue Clarity
LLC, Ibility LLC, Ensemble Consultancy, CrowdPlat, and yet2.
In FY24, the company managed 15 major initiatives spanning
space exploration, healthcare, climate action, and emerging
technologies, with total value exceeding $18 million.
breakthrough solutions
created by freelancers
participating innovators
countries engaged
8.7K
140
>20K
FREELANCER ENTERPRISE
FREELANCER LIMITED ANNUAL REPORT
2024
024
NASA & Government: Leading Innovation and Problem Solving
Freelancer solidified its role as a trailblazer in Innovation Challenges, collaborating with
NASA, NIH, CDC, and other federal agencies through key partners like LMI, Blue Clarity
LLC, Ibility LLC, Ensemble Consultancy, CrowdPlat, and yet2. In FY24, we managed 15
major initiatives valued at over $18 million, spanning space exploration, healthcare, climate
action, and emerging technologies. Our space technology initiatives saw remarkable
progress, particularly in lunar exploration, space debris management, and advanced robotics.
teams from 36 countries. Looking ahead, we are expanding our role in NASA’s innovation
ecosystem while amplifying our impact in healthcare, climate, and emerging technologies.
Highlights include hosting NASA’s Space ROS Sim Summer Sprint
Challenge, which grew the Space ROS community 70-fold with participants
from 13 countries, delivering breakthrough solutions for space debris
detection and remediation, and advancing spacecraft refueling capabilities.
In lunar exploration, we launched critical navigation solutions for NASA’s
Artemis missions, supported Australia’s lunar regolith collection efforts,
and initiated a design competition for Artemis II—NASA’s first crewed lunar
mission since Apollo. Beyond space, we made strides across sectors:
administering NIH’s $6 million TARGETED Challenge to advance genome
editing, leading a groundbreaking CDC study on opioid overdose data
across 42 states, and pioneering environmental monitoring innovations
with 109 teams from 36 countries. Looking ahead, we are expanding
our role in NASA’s innovation ecosystem while amplifying our impact in
healthcare, climate, and emerging technologies.
Steve Rader
Program Manager, NASA Tournament Lab and the Center of Excellence for Collaborative Innovation
"[NASA saw] extraordinary
cost-savings (80-99%)
when compared to
traditional methods."
FREELANCER ENTERPRISE
025
FREELANCER LIMITED ANNUAL REPORT
025
Your on-demand
field service
revolution.
Our operations span 48 cities across five countries, delivering comprehensive technical support
services – from monitor replacements and laptop repairs to printer installations. With a proven track
record of over 90,000 successfully completed service requests, we continue to expand both our
geographical reach and technical capabilities.
Our demonstrated ability to scale operations during peak demand periods while effectively serving
underserved markets sets us apart in the IT services industry. We are currently in advanced
negotiations with multiple companies to extend our technical support network to various Fortune 500
technology clients.
During the quarter, we evolved our relationship with a major global computer & printer company by
moving to integrate into their established service provider network, aligning our delivery model with
their strategic partners. We are in the process of closing a Master Services Agreement. This has
already improved the profitability of the engagement. We are also closing a MSA and working through
the onboarding process with another large service provider for a new field services engagement.
Access a global network of 80 million freelancers to eliminate
coverage gaps, provide surge capability, reduce fixed costs, and
ensure service excellence anywhere, anytime.
FREELANCER ENTERPRISE
FREELANCER LIMITED ANNUAL REPORT
2024
026
FREELANCER ENTERPRISE
027
FREELANCER LIMITED ANNUAL REPORT
027
Powering the
world's comm
ESCROW
FREELANCER LIMITED ANNUAL REPORT
2024
028
e
merce.
ESCROW
FREELANCER LIMITED ANNUAL REPORT
029
This strategic realignment has enabled us to reinvest more heavily in our products and services,
enhancing value for our customers. A standout achievement was facilitating a US$50M IPv4
transaction—the largest in Escrow.com’s history—executed seamlessly through a trusted, long-
standing partner and a titan in the IPv4 space. Alongside this, upgrades to our credit card processing
systems boosted acceptance rates, strengthened fraud controls, and elevated the overall customer
experience. Our strong presence at NamesCon 2024, the domain industry’s premier global event,
further solidified relationships and positioned us as a key player in supporting high-value domain
transactions, with our efforts warmly received by attendees and partners alike.
Product Innovation: Enhancing User Experience
Our focus on enhancing the customer experience yielded tangible improvements throughout the
year. We streamlined the onboarding process for brokers, introduced a more robust feedback
mechanism to assist customers with verification, and increased transparency around transaction
statuses. To better serve our growing user base, we expanded customer support hours to include US
Eastern Time, ensuring more responsive service across time zones. These enhancements reflect our
dedication to making every interaction with Escrow.com intuitive, reliable, and efficient. By listening
to our customers and adapting to their needs, we’ve laid a foundation for even greater trust and
engagement in the year ahead.
Steady growth
and strategic
momentum
In FY24, we achieved significant milestones that underscore our
commitment to growth, innovation, and customer satisfaction.
We adjusted our pricing to align with current market conditions,
a move that was met with minimal attrition and sustained
transaction volumes, reflecting broad market acceptance.
14.4
14
%
%
revenue increase
during FY24
high value domain
transactions (>$300K)
ESCROW
FREELANCER LIMITED ANNUAL REPORT
2024
030
Looking forward to 2025, we are poised for an exciting chapter of growth and innovation.
Our key objectives include expanding into eCommerce marketplaces, delivering a major
uplift to our onboarding flow to boost conversion rates, and further elevating our customer
support with improved service levels and expanded global operating hours. While we
anticipate potential challenges—such as a general downturn in the domain market, barriers
to entry in new verticals, and the rising global threat of cyberattacks—we are proactively
addressing them. Our mitigation strategies include diversifying into new revenue-
ready verticals, doubling down on industry-specific features and customer experience
enhancements, and prioritizing security through technological upgrades and operational
best practices. We also see tremendous opportunities for innovation, including developing
a world-class verification process and introducing domain name holding improvements
like a lease product. With these initiatives, we are confident in our ability to drive sustained
growth and deliver exceptional value to our customers in 2025 and beyond.
Looking ahead:
partnerships as a
growth driver
ESCROW
FREELANCER LIMITED ANNUAL REPORT
031
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.
ESCROW
FREELANCER LIMITED ANNUAL REPORT
2024
032
Escrow.com enables trading of
oil, gas and mineral rights online
In a world first, Escrow.com enabled Energy Domain to complete sales of non-operated
mineral rights online, transforming a centuries old business into an online marketplace.
ESCROW
FREELANCER LIMITED ANNUAL REPORT
033
034
FREELANCER LIMITED ANNUAL REPORT
2024
Australia’s largest
heavy haulage
network
035
FREELANCER LIMITED ANNUAL REPORT
From luxury vehicles to mining equipment, Loadshift delivers comprehensive
freight solutions throughout the entire continent. With 17+ years of industry
leadership, we've built Australia's most extensive transport network - connecting
businesses to 40,000+ carriers nationwide.
Our expansive coverage ensures reliable service for virtually every industry,
creating measurable cost and time efficiencies for partners from coast to coast.
036
FREELANCER LIMITED ANNUAL REPORT
2024
Over 800 million
kilometers of
freight posted
In 2024, Loadshift delivered a year of steady progress,
with key operational metrics reflecting resilience and
growth despite a competitive market. Job postings for
the year remained stable at 11,284 loads, underscoring
the platform’s consistent appeal to shippers.
Platform engagement also held firm, with a notable 12.5% increase in
quotes per job, rising from 5.4 to 6.3, resulting in a total of 71,089 jobs
quoted. This uptick in quoting activity signals growing carrier confidence
and an increasingly active marketplace, setting the stage for deeper
engagement in 2025.
A closer look at performance highlights reveals even stronger
momentum. Bids per job surged by 50%, climbing from a 2023 peak of
5.4 to 8.2 in 2024, reflecting heightened competition and carrier interest.
Awarded loads grew modestly by 4.9% to 3,087 compared to the prior
corresponding period (pcp), while the award rate saw a significant
leap, reaching 33.2% by the end of Q4—a 35% relative increase on
pcp. Delivered loads also gained traction, rising 9.5% to 2,661, with the
delivered rate showing particularly robust growth of 26.2% to 23.6%.
Additionally, the peak weekly award rate improved by approximately
27% from 2023 to 2024. These gains—driven by consistent product
enhancements and operational efficiencies—demonstrate Loadshift’s
ability to convert interest into tangible outcomes, a trend we expect to
accelerate as our platform matures.
12.5
26.2
35
%
%
%
quotes per job
during FY24
load delivery rate
during FY24
relative load award
rate during FY24
LOADSHIFT
037
FREELANCER LIMITED ANNUAL REPORT
Product innovation: enhancing user experience
Loadshift’s commitment to product excellence shone through in 2024
with the launch of a redesigned posting experience for shippers.
Informed by a recent carrier survey, which highlighted frustration over
insufficient project details, and feedback from our operational team
about the extra effort required to clarify missing information, this
overhaul tackled friction head-on. The new interface streamlines the
job posting flow, intelligently prompting shippers for comprehensive,
relevant details upfront. The result is a smoother experience that
reduces delays, boosts carrier confidence, and enhances quote
quality—a win for all stakeholders. Early data suggests this redesign
is contributing to our improved award and delivery rates, with further
optimization planned for 2025.
Beyond the redesign, we rolled out enhancements to our price estimator
tool, now a deployable widget for partners, empowering shippers to
estimate costs with greater accuracy. This feature is poised to become
a cornerstone of our enterprise sales pitch, offering a compelling value
proposition to large-scale customers. Additionally, the introduction
of load tracking addressed a long-standing gap, providing end-to-
end shipment visibility and bringing Loadshift’s offerings in line with
industry leaders. These advancements reflect our focus on listening to
users and delivering solutions that drive efficiency and trust.
The standout product achievement of 2024 was the deployment of in-
app audio and video calling, powered by Zoom’s reliable communications
platform. Set to replace traditional phone-based interactions over the
coming months, this feature introduces advanced functionality and greater
dependability. Unlike Freelancer, where communication often occurs outside
the platform, Loadshift’s ecosystem relies heavily on phone-based exchanges.
By integrating calling into the app, we anticipate a significant uplift in
award rates, gross merchandise value (GMV), and revenue, as smoother
communication accelerates decision-making and strengthens relationships
between shippers and carriers. In Q1 2025, our priority will be refining this
functionality and perfecting the user experience to maximize its impact.
Outlook for 2025
As we close out 2024, Loadshift stands at an inflection point. The
combination of steady metric growth, a bolstered leadership team, and
meaningful product innovations positions us to capture new opportunities
in a dynamic market. The trends we’ve observed—rising bids, award rates,
and delivery performance—suggest that our focus on reducing friction and
enhancing visibility is resonating with users. With in-app calling as a catalyst,
we project continued improvement in key performance indicators, alongside
deeper penetration into enterprise segments. Loadshift is primed to build on
this foundation, delivering value to our community and driving sustainable
growth throughout 2025.
Looking ahead:
communication
as a growth driver
LOADSHIFT
Directors’
Report
Your Directors submit the financial report of
Freelancer Limited (Group or the Company) for
the year ended 31 December 2024. 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:
DIRECTORS' REPORT
038
FREELANCER LIMITED ANNUAL REPORT
2024
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.
Beneficial interest in 196,426,561 fully paid ordinary shares
(representing 43.56% of issued capital).
Member of the Nomination and Remuneration Committee and
Audit Committee.
Executive Chairman
(appointed 10 February 2010)
BE (Hons I) BSc (Hons I) Syd.
GDipAppFin MAppFin HonDlitt Macq.
MSEE (Stanford) GAICD FIEAust
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
039
039
039
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 2.36% of issued capital).
Member of the Nomination and Remuneration Committee and
Audit Committee.
Darren
Williams
Non-Executive Director
from 1 November 2015.
Executive Director until 31 October 2015
(appointed 10 February 2010)
BSc (Hons I) PhD (Computer Science)
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
040
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.
Beneficial interest in 160,500,000 fully paid ordinary shares
(representing 35.59% of issued capital).
Member of the Nomination and Remuneration Committee and
Audit Committee.
Non-Executive Director
(appointed 10 February 2010)
041
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
041
041
Cofounder, Chairman and group CEO
of Catcha Group, which has interests
in digital businesses.
Extensive experience in building and growing successful digital
businesses in Southeast Asia and beyond. Since founding
Catcha Group in 1999, Patrick has built an extensive track
record of founding, building, acquiring, listing, and growing both
private and public Southeast Asian digital businesses. Today,
he is widely recognized as one of the leading entrepreneurs in
the region.
Patrick has built a number of successful media and Internet-
based businesses in Asia and has been independently
recognised with numerous international awards such as a
Global Leader of Tomorrow by the World Economic Forum,
a New Asian Leader by the World Economic Forum (2003), a
Young Entrepreneur of the Year by the Australian Chamber
of Commerce, Singapore, a Top Entrepreneur under 40
by Business Week Asia and a Top 50 Global Achiever by
Australia Unlimited.
He graduated with a Bachelor of Commerce in Accounting
and Finance from the University of Sydney, Australia in 1997.
Patrick
Grove
Non-Executive Director
(appointed 5 June 2024)
B Comm Syd
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
042
Craig
Scroggie
Craig Scroggie is the Chief Executive
Officer and Managing Director of
NEXTDC, Australia’s leading Data-
Centre-as-a Service provider.
Prior to becoming CEO in June 2012, Mr Scroggie served
on the Board of Directors since IPO (2010) as a Non-
Executive Director, including as Chairman of the Audit and
Risk Management Committee. Mr Scroggie has more than
25 years’ experience in the ICT industry, having held senior
positions with Symantec, Veritas Software, Computer
Associates, EMC Corporation and Fujitsu. Prior to joining
NEXTDC, Mr. Scroggie was Symantec’s Vice President &
Managing Director for the Pacific Region.
Mr Scroggie currently also serves on the Board of Sovereign
Cloud Holdings (ASX:SOV) and also serves on the University of
Southern Queensland Business School Advisory Board and is
Chairman of the La Trobe University Business School Advisory
Board and holds the position of Adjunct Professor.
Mr Scroggie is a Graduate of the University of Southern
Queensland and holds an Advanced Certificate in Information
Technology, a Graduate Certificate in Management, a
Postgraduate Diploma in Management, a Master of Business
Administration; and is a Graduate and Fellow of the Australian
Institute of Company Directors.
In 2013 Mr Scroggie was awarded the University of Southern
Queensland Faculty of Business & Law Alumnus of the Year
and in 2015 was inducted into the ARN ICT Industry Awards
Hall of Fame.
Non-Executive Director
(appointed 1 August 2024)
AdvCert IT, GradCertMgmt,
PGDipMgmt, MBA, GAICD, FAICD
FREELANCER LIMITED ANNUAL REPORT
DIRECTORS' REPORT
043
043
Company Secretary
Mr Neil Katz held the position of Company Secretary during and at the end of the financial year
(appointed 9 March 2012). He has been with the Group since 2009 and is also the Chief Financial Officer.
Principal activities
The principal activity of the consolidated entity (the Group) during the financial year was the provision of an
online outsourcing marketplace and escrow payment services.
There were no significant changes in the nature of the principal activities during the financial year.
Key Performance Highlights
Year ended 31 December
FY24
$m
FY23
$m
% Change
Financial metrics:
Gross Marketplace Volume1
949
1,021
-7.1%
Revenue
53.1
55.4
-4.2%
Gross Profit
41.8
44.2
-5.5%
Gross margin (%)
81.9%
83.0%
-1.2%
Operating Profit2
0.8
0.6
+19.3%
NPAT
(0.8)
0.2
-531%
Operating Cash Flow
5.8
1.9
+213%
Net Cash Flow
0.8
(2.4)
+133%
Operational metrics:
Total Jobs Posted3,4 (millions)
24.4
23.3
+4%
Total Registered Users6 (millions)
79.6
72.1
+10%
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 FY24 GMV A$130.5 million (up 1.3% on prior corresponding period), Payments segment GMV A$818.2 million
(down 7.9% on prior corresponding period).
² Operating profit adjusted for non-cash unrealized FX losses, non-AASB16 depreciation and share-based payments expenses.
³ User and project/contest data includes all users and projects/contests from acquired marketplaces. Includes Escrow.com unique users.
4 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.
DIRECTORS' REPORT
044
FREELANCER LIMITED ANNUAL REPORT
2024
Review of Operations
This past year has been one of resilience, innovation, and strategic refinement as we navigated a complex
global economic landscape. Freelancer Limited remains steadfast as one of the world’s leading freelancing and
crowdsourcing marketplace, a position we have solidified through adaptability, technological advancement,
and an unwavering commitment to connecting talent with opportunity. This review reflects on our financial and
operational performance, highlights key achievements, addresses the challenges we encountered, and sets out
our vision for the year ahead. By reducing our structural cost base and prioritising high-return investments, we
have laid a foundation for sustainable profitability while preserving the flexibility to seize emerging opportunities:
Freelancer Marketplace
Freelancer.com continues to lead as the world’s largest platform for
freelancing and crowdsourcing, connecting millions of employers and
freelancers across more than 247 countries and territories. In FY2024,
the marketplace achieved a GMV of $130.5 million, a slight decrease of
1.3% on pcp, and generated revenue of $40.6 million, down 8.2%.
Notably, we welcomed 1.69 million new users in the fourth quarter alone, alongside 173,000 new projects —
an indicator of robust activity even amidst economic uncertainty. The average project value climbed 29.3%
to $334, signaling a shift toward higher-value, more complex engagements. Contest participation soared,
with an average of 527 entries per contest (up 60.7% on pcp), underscoring the platform’s appeal to creative
professionals. Client acquisition also rebounded, with new client deposits (30-day value) rising 18.6% year-on-
year, reversing the negative trend from FY2023.
Retention efforts bore fruit as well, with a 5% improvement in year-over-year retention metrics. Initiatives
such as subscription models, enhanced project management tools, redesigned workspaces, and improved
communication features have deepened user engagement, ensuring Freelancer.com remains the go-to platform
for businesses and freelancers alike.
Escrow
Escrow.com, our online escrow payment subsidiary, delivered a standout
performance in FY2024. Revenue grew 14.5% to $10.4 million, despite a
7.9% decline in GMV to $818.2 million. This decoupling of revenue growth
from GMV reflects strategic pricing adjustments and a focus on high-
value transactions, exemplified by a record-breaking $50 million single
transaction in Q3 — the largest in Escrow.com’s history.
Expansion into e-commerce and automotive verticals gained momentum, with integrations into major platforms
driving transaction volumes. AI-driven security enhancements and an improved checkout experience further
strengthened Escrow.com’s reputation as the world’s most trusted escrow service. These efforts position it for
continued growth in 2025, particularly in emerging sectors like digital asset trading and luxury goods.
FREELANCER LIMITED ANNUAL REPORT
045
DIRECTORS' REPORT
Loadshift
Loadshift, Australia’s premier freight marketplace, continued its upward
trajectory in FY2024. The platform facilitated 11,284 load postings, with
delivered loads up 9.5% on pcp and quotes per job rising 12.5% to 6.3.
New features, including real-time load tracking, in-app audio and video
calling via Zoom, and a streamlined post-load interface, enhanced
operational efficiency and user satisfaction. As Loadshift scales,
it is carving out a valuable niche in the logistics sector, with plans to
deepen enterprise partnerships in the year ahead.
Strategic Initiatives
FY2024 was a pivotal year for Freelancer Limited as we leaned into transformative trends—most notably, the
rapid rise of artificial intelligence (AI). Our strategic initiatives centered on three pillars: harnessing AI for growth,
expanding enterprise and government partnerships, and enhancing client acquisition and retention.
AI-Powered Transformation
The global AI boom presented both a challenge and an opportunity, and Freelancer rose to the occasion.
AI-related job categories nearly doubled in GMV during Q3, fueled by demand for machine learning, data
annotation, and generative AI expertise. We partnered with leading AI technology firms to deliver workforce
solutions, including training datasets for cutting-edge models. Internally, we deployed AI-powered tools to
streamline job postings, improve client conversion rates, and enhance platform efficiency — efforts that reduced
manual overheads by an estimated 15%.
Enterprise and Government Partnerships
Our Enterprise division emerged as a key growth driver, securing high-profile contracts that showcased our
ability to mobilise talent at scale. The Global Fleet program onboarded over 130,000 freelancers across 60+
language groups for AI training initiatives, serving clients like NASA and U.S. government agencies. These
partnerships managed over $18 million in challenges spanning space exploration, healthcare innovation, and
climate solutions. Elsewhere, our collaboration with Bahrain’s Labor Fund (Tamkeen) delivered training and
mentorship to local freelancers, while field service jobs expanded to 48 cities across five countries, completing
over 90,000 tasks.
Client Acquisition and Retention
Probably the stand performance this year was a consistent series of wins with the customer acquisition.
We also established, for the first time, a brand marketing team. To bolster our user base, we embraced new
organic marketing channels, boosting brand visibility. The launch of Freemarket, an e-commerce-style service
marketplace, simplified hiring with one-click functionality, appealing to small businesses and entrepreneurs.
Meanwhile, our IRIS fraud prevention system and enhanced trust and safety protocols reduced spam and bad
actors dramatically, fostering a safer, more reliable platform.
046
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Challenges and Responses
Our Enterprise division emerged as a key growth driver, securing high-profile contracts that showcased our The
year was not without its hurdles. Economic uncertainty dampened demand in some discretionary categories,
while competition intensified from niche platforms and AI-driven automation tools. Currency fluctuations also
impacted our international operations, contributing to unrealised FX losses. In response, we accelerated cost
optimisation, trimming overheads by 12% without compromising innovation.
Outlook for FY2025
Looking to FY2025, Freelancer Limited is primed for a robust recovery and sustained growth. We aim to achieve
double-digit year-on-year increases in GMV and revenue across all core segments, driven by deeper
AI integration, expanded enterprise engagements, and revitalised marketplace activity. Key priorities include:
•
Scaling Escrow.com’s presence in e-commerce, automotive, and IPv4 transactions.
•
Enhancing Loadshift with improved tracking, UX upgrades, and enterprise sales.
•
Launching next-generation AI tools to boost productivity and service delivery.
•
Strengthening our balance sheet through cost discipline and targeted investments.
•
The global shift toward flexible work, coupled with a “golden age” of innovation in the U.S. and beyond,
presents immense opportunities.
FREELANCER LIMITED ANNUAL REPORT
047
DIRECTORS' REPORT
Review of Financial Performance
The Company achieved revenue of $53.1 million in FY24 (down 4.2%
on the previous corresponding period), and Gross Marketplace Volume
of $948.6 million (down 7.1% on the previous corresponding period).
Freelancer marketplace revenue was $40.5 million (down 8.4% on the
previous corresponding period). Escrow.com revenue was $10.4 million
(up 14.5% on the previous corresponding period).
The Company achieved a gross margin of 81.9% in FY24 compared to 83.0% in the previous corresponding
period. The decline was primarily driven by increased 2FA costs, some of which were one off, and lower margin
enterprise related revenues. Gross margin increased to 83.9% in 2H24. Despite these fluctuations, the gross
margin still remains within a consistent range since 2011. The Company’s cost of sales predominantly consists
of transaction costs paid to various payment gateways, provisions for credit card chargebacks and fraud risks,
and affiliate fees paid to third parties. Additionally it includes direct labour costs associated with servicing
enterprise customers. The Company continues to optimise costs by refining internal processes, adjusting the
mix of transactions across suppliers and enhancing its affiliate programs.
The Company reported NPBT of $(1.3) million in FY24 (FY23: $0.2 million). In 2H24, NPBT was $0.1 million,
which is inclusive of a $1.7 million foreign exchange (FX) loss, primarily driven by the revaluation of foreign
denominated assets and liabilities following a 7% depreciation in the AUD/USD during 2H24 (9% for FY24).
Excluding these FX losses, the Company achieved a significant improvement in profitability in 2H24 compared
to 1H24, despite lower revenues.
The Company continues to drive cost efficiencies across all functions, with operating costs 5.8% lower than
FY23. As a result, the Group now operates with a structurally lower cost base, positioning it well to achieve
sustainable profitability in FY25 and beyond.
The Company generated positive cash flow of $0.8 million in FY24 (FY23: ($2.4) million), comprising operating
cash flow of $5.8 million (FY23:$1.9 million) and financing cash outflows of $5.0 million (FY23:$4.2 million). The
financing cash outflows primarily relate to lease payments for office premises, which have been classified as
finance costs under AASB 16 Leases.
Balance Sheet
As at 31 December 2024, the Company held cash and equivalents of $23.2 million and no net debt, up 9.5%
on FY23. The increase in cash was attributable to positive cash flow from operating and financing activities
of $0.8 million and an upward revaluation of cash of $1.2 million.
Trade and other receivables, which include balances from various payment gateways and enterprise customers,
decreased by 46% compared to FY23. This decline was primarily driven by shorter settlement times resulting
from changes in the mix of gateway providers, as well as enhanced collection efforts on trade receivables.
Trade and other payables includes user obligations (user balances and milestone payments held on balance
sheet). These increased by 2% from FY23
The Group has achieved significant cost efficiencies over the past year and will continue these efforts in
FY25 to drive sustained profitability, further strengthening the balance sheet.
048
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Risks
The potential risks associated with the Group’s business are outlined below. This list is not exhaustive and
does not capture every risk that may impact the Group. Additionally, the occurrence or consequences of some
of these risks may be partially or entirely beyond the control of the Group, its Directors, or senior management.
Furthermore, there is no guarantee that these risks will remain unchanged or that new risks will not arise in
the future.
Identified
Risk Category
Risk Overview
Mitigation Strategies
Regulatory
Changes
The international payments market
operates within a complex regulatory
environment. Changes in regulations
(e.g., licensing, AML requirements) or
the opinion of regulatory bodies could
increase costs or limit operations in
certain regions.
Maintain a regulatory monitoring
system, allocate resources for
compliance monitoring and updates,
and establish proactive engagement
with regulators to anticipate and adapt
to changes.
Cybersecurity
Risk
The Group’s IT systems are vulnerable
to cyberattacks, which could disrupt
operations, harm clients, and result in
financial losses, reputational damage,
or regulatory penalties.
Deploy advanced cybersecurity
technology, maintain incident
response and business continuity
management plans, and conduct
regular penetration testing and
employee awareness training..
Regulatory
Compliance
Non-compliance with laws, such
as AML, anti-bribery, or sanctions,
could lead to significant penalties,
reputational harm, and loss of
banking partners or affiliates.
Implement robust compliance
systems, provide mandatory
employee training, and regularly
review processes to ensure
adherence to legal and regulatory
requirements globally.
Information
Technology
Disruptions to IT systems from
events like cyberattacks, natural
disasters, or system failures could
cause operational downtime,
regulatory breaches, and
reputational damage.
Maintain disaster recovery protocols,
implement business continuity plans,
and invest in reliable infrastructure
and redundancy systems.
Data Security
and Privacy
Breaches of data security controls
could lead to unauthorized access,
data loss, regulatory penalties,
and reputational harm, especially
under GDPR, CCPA, and other
privacy regulations.
Regularly update data protection
controls, enforce privacy policies,
provide employee training, and invest
in advanced security technology.
FREELANCER LIMITED ANNUAL REPORT
049
DIRECTORS' REPORT
Identified
Risk Category
Risk Overview
Mitigation Strategies
Relationships
with Banking
Counterparties
Loss of key banking or payment
gateway relationships could
disrupt foreign exchange and
payment services, increase costs,
and limit operational capabilities,
affecting profitability.
Diversify banking relationships,
maintain active relationship
management, and establish
contingency plans for alternative
service providers.
Erroneous
Payment Risk
Errors in processing transactions
could result in financial losses, legal
liabilities, or client dissatisfaction
if funds are incorrectly transferred
or allocated.
Implement automated transaction
validation controls, establish
error correction protocols, and
monitor system performance to
minimize risks.
External Fraud Risk
Fraudulent activities, such as identity
theft or misuse of services, could
cause financial losses and damage
client trust.
Employ comprehensive fraud
detection and prevention controls,
including real-time monitoring,
anomaly detection systems, and client
authentication processes.
Foreign Exchange
Rate Fluctuations
Currency fluctuations can impact
transaction volumes, reporting,
balance translations and operating
costs, with adverse effects on the
Group’s financial performance.
Monitor currency exposure, use
hedging instruments where applicable,
and manage foreign exchange
risks through a robust treasury
management framework.
Liquidity Risk
Insufficient liquidity could prevent
the Group from meeting financial or
regulatory obligations, particularly
during periods of delayed payments
or market stress.
Conduct regular liquidity forecasting,
maintain adequate cash reserves, and
establish diversified funding sources
across jurisdictions.
Competition Risk
High competition in our operating
markets could pressure profitability
by reducing market share or
necessitating increased spending on
customer acquisition and retention.
Differentiate offerings through
innovation, maintain competitive
pricing strategies, and invest in
marketing and technology to
enhance customer value propositions.
050
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Identified
Risk Category
Risk Overview
Mitigation Strategies
Intellectual
Property (IP) Risk
The Group faces risks of IP theft,
data theft, infringement, or litigation,
potentially leading to financial
losses, reputational harm, or
operational constraints.
Actively manage IP registrations,
enforce IP rights, and secure
licenses for third-party IP. Implement
monitoring processes to detect and
respond to potential infringements.
Reputational
Risk
Reputational harm from service
disruptions, regulatory breaches,
or public scrutiny could weaken
client trust, affect partnerships, and
hinder growth.
Build strong stakeholder relationships,
monitor public perception, and
implement crisis management
strategies to promptly address
reputational issues.
Artificial
Intelligence
The evolving AI landscape presents
a risk of reducing demand for some
tasks traditionally performed by
freelancers, demand for human labor
in certain categories may decline,
potentially reducing transaction
volumes and marketplace fees.
Additionally, AI-driven matching and
job fulfillment could enable direct
employer-freelancer connections,
bypassing the platform and leading to
disintermediation risks.
Use AI tools to enhance efficiency
while maintaining a human touch.
Invest in upskilling our team
to stay ahead of AI trends and
ensure they can integrate new
technologies. Expanding into niche
markets where AI has less impact
to diversify our offerings and
maintain competitiveness.
–
Enhance user engagement,
trust, and exclusivity through
AI-driven dispute resolution, and
loyalty incentives that encourage
continued platform use.
Geopolitical Risk
Political instability, trade restrictions,
or sanctions in key markets could
disrupt operations, restrict payment
flows, or limit access to clients and
freelancers in affected regions.
Diversify market presence, monitor
geopolitical developments, and
develop contingency plans to shift
operations or resources to stable
regions as needed.
Talent
Retention Risk
Difficulty retaining skilled employees
in a competitive tech market could
lead to knowledge loss, reduced
innovation, and higher recruitment
costs, impacting platform
development and service quality.
Offer competitive compensation,
foster a strong company culture,
provide professional development
opportunities, and implement
retention programs to maintain a
skilled workforce.
FREELANCER LIMITED ANNUAL REPORT
051
DIRECTORS' REPORT
Dividends paid or recommended
There have been no dividends paid or provided for the financial year ended 31 December 2024 (2023: 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.
Significant changes in state of affairs
There have been no significant changes in the state of affairs for the current financial year.
Subsequent Events
As at the date of this report, the Directors are not aware of any circumstance that has arisen since 31 December
2024 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.
Insurance and indemnification of Directors and Officers
During the financial year, the Group paid premiums based on normal commercial terms and conditions to insure
all 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.
The Company has in place Deeds of Indemnity, Insurance and Access with each of its current Directors and
such other officers that the Directors determine are entitled to receive the benefit of an indemnity.
Rounding off of amounts
The Company is an entity to which ASIC Corporations Instrument 2016/191 applies. Accordingly amounts in the
financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.
052
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Meetings of Directors
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:
Director meetings
Audit Committee meetings
Nomination and
Remuneration meetings
Eligible to attend
Attended
Eligible to attend
Attended
Eligible to attend
Attended
R.M. Barrie
6
6
1
1
-
-
S.A. Clausen
6
3
1
1
-
-
D.N.J. Williams
6
6
1
1
-
-
C. Scroggie
3
3
-
-
-
-
P. Grove
4
4
-
-
-
-
Non-audit services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor
and its related parties amounted to $4,000 (2023: $26,000).
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 of independence for auditors imposed by the Corporations Act.
The Directors are of the opinion that the services as disclosed in Note 21 to the financial statements do not
compromise the external auditor’s independence, based on advice received from the Audit Committee, for the
following reasons:
•
all non-audit services have been reviewed and approved to ensure that they do not impact the 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.
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.
FREELANCER LIMITED ANNUAL REPORT
053
DIRECTORS' REPORT
Auditor’s independence declaration
The auditor’s independence declaration is included on page 59 and forms part of the Directors’ Report for the
year ended 31 December 2024.
Chief Executive Officer/Chief Financial Officer declarations
The Chief Executive Officer and the Chief Financial Officer have given the declarations to the Board concerning
the Group’s Financial Statements and other matters as required under section 295A(2) of the Corporations Act
2001 (Cth).
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.
054
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Remuneration Report
This audited Remuneration Report for the Group which forms part of
the Directors’ Report for the financial year ended 31 December 2024,
details the nature and amount of remuneration for each Director and
the Executives.
•
R.M. Barrie – Executive Chairman
•
S.A. Clausen – Non-Executive Director
•
D.N.J. Williams – Non-Executive Director
•
C Scroggie – Non-Executive Director
•
P Grove Non – Executive Director
•
N.L. Katz – Chief Financial Officer and Company Secretary
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
Director remuneration
Fees and payments to Non-Executive Directors reflect the demands which are made of the Directors in fulfilling
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 $75,000
(2023:$25,000) to S.A. Clausen, D.N.J. Williams P. Grove and C. Scroggie 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 Exectutive 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
based remuneration
Performance based remuneration is at the discretion of the Nomination and Remuneration Committee. These
can take the form of cash bonuses, invitations to participate in the Company’s Employee Share Plan (ESP) or
invitations to participate in the Company’s Long Term Incentive Plan (LTIP).
FREELANCER LIMITED ANNUAL REPORT
055
DIRECTORS' REPORT
Remuneration of Directors and Executives
Remuneration shown below relates to the period in which the Director or Executive was a member of
key management personnel. Amounts below have either been paid out or accrued in the period.
Short-term benefits
Post employment
benefits
Share based
payments
Year
Directors’
fees
$
Base salary
and fees
$
Other¹
$
Superannuation
$
Shares
$
Total
$
S.A. Clausen
2024
45,833
45,833
2023
25,000
-
-
-
-
25,000
D.N.J. Williams
2024
41,376
4,701
46,077
2023
22,884
-
-
2,460
-
25,344
C. Scroggie
2024
28,027
3,223
31,250
2023
-
-
-
-
-
-
P. Grove
2024
43,750
-
43,750
2023
-
-
-
-
-
-
R.M. Barrie
2024
-
717,846
27,312
30,968
-
776,126
2023
-
581,492
26,312
25,904
-
633,708
N.L. Katz
2024
-
372,400
98,084
28,766
77,250
576,500
2023
-
372,400
24,787
27,600
94,497
519,284
Total
2024
158,986
1,090,246
125,396
67,658
77,250
1,519,536
2023
47,884
953,892
51,099
55,964
94,497
1,203,336
Notes:
1 Includes the fair value of non monetary benefits, plus any applicable fringe benefits tax.
2 During the year the Company waived part of a loan relating to the purchase of shares that were originally awarded under the employee share plan with a
corresponding loan. The Board assessed the fair value of the loan waiver taking into account the substantial decline in the market value of the shares. The
waiver was deemed appropriate and did not confer any additional financial benefit to the KMP. As a result, the fair value of the loan waiver to the KMP has
been assessed as nil. Details of the loan movements are provided in the note titled ‘Loans to directors and key management personnel’ below.
The remuneration of key management personnel in the years ended 31 December 2024 and 2023 were
100% fixed, and there is no link between remuneration and the market price of the Company’s shares.
ESP shares
Details of ESP shares in the Company held directly, indirectly or beneficially, by KMP, including their related
parties, is as follows:
2024
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
Other KMP
N.L. Katz
440,539
-
-
(440,539)
-
-
-
Total
440,539
-
-
(440,539)
-
-
-
2023
Other KMP
N.L. Katz
440,539
-
-
-
440,539
176,216
264,323
Total
440,539
-
-
-
440,539
176,216
264,323
²
056
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
Ordinary share
options in subsidiary
(Payments Pty Ltd)
Details of ordinary shares options in Payments Pty Ltd held directly, indirectly or beneficially, by KMP,
including their related parties, is as follows:
2024
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
Other KMP
N.L. Katz
10,000,000
-
-
-
10,000,000
4,000,000
6,000,000
Total
10,000,000
-
-
-
10,000,000
4,000,000
6,000,000
2023
Other KMP
N.L. Katz
10,000,000
-
-
-
10,000,000
7,000,000
3,000,000
Total
10,000,000
-
-
-
10,000,000
7,000,000
3,000,000
Ordinary share capital
Details of ordinary shares in the Company held directly, indirectly or beneficially, by KMP, including their related
parties, is as follows:
2024
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
Directors
R.M. Barrie¹
197,054,579
-
651,482
-
197,706,061
S.A. Clausen
160,500,000
-
-
-
160,500,000
C. Scroggie
-
-
-
-
-
P. Grove
-
-
-
-
-
D.N.J. Williams²
10,758,165
-
-
-
10,758,165
Other KMP
N.L. Katz³
595,000
-
-
-
595,000
Total
368,907,744
-
651,482
-
369,559,226
2023
Directors
R.M. Barrie1
195,914,801
-
1,139,778
-
197,054,579
S.A. Clausen
160,500,000
-
-
-
160,500,000
D.N.J. Williams2
10,758,165
-
-
-
10,758,165
Other KMP
N.L. Katz3
595,000
-
-
-
595,000
Total
367,767,966
-
1,139,778
-
368,907,744
Notes:
1 1,279,500 shares as at 31 December 2024 (2023: 1,279,500) are held directly or indirectly by related parties.
2 131,000 shares as at 31 December 2024 (2023: 131,000) are held directly or indirectly by related parties.
3 40,000 shares as at 31 December 2024 (2023: 40,000) are held directly or indirectly by related parties.
FREELANCER LIMITED ANNUAL REPORT
057
DIRECTORS' REPORT
Loans to
directors and key
management personnel
The following loan balances are outstanding at the reporting date in relation to remuneration arrangements with
Executive Directors and KMP in respect of fully paid shares and shares issued under the Employee Share Plan (ESP).
As the ESP is considered in substance a share option, the ESP shares issued and corresponding loan receivable
are not recognised by the Group in its financial statements. The ESP shares will 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. 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
2024
$000
2023
$000
N.L. Katz*
Opening balance
324
334
Non-recourse loan extinguished upon cancellation of ESP shares¹
(207)
-
Loan repayments
(5)
(10)
Loan waived²
(82)
-
Total loans to Directors and KMP
30
324
1 During the financial year, 440,539 ESP shares issued to N.L Katz were cancelled and the corresponding non- recourse loan of $207,000 was extinguished.
2 During the financial year, parts of a loan provided to N.L Katz was waived by the Company. The waived amount was $82,075.
This loan was initially provided under the company’s employee share plan, with an original balance of $127,400.
The 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.
Executive
service agreements
The employment terms and conditions of Group Executives and KMP are formalised in service agreements.
Position
Key terms of service agreements
Chief
Executive
Officer
•
Term: unspecified.
•
Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.
•
Bonus entitlements: Determined annually by the Nomination and Remuneration Committee
(capped at 50% of the base remuneration).
•
Termination notice period: 6 months notice or alternatively in Freelancer’s case, payment in lieu of notice.
•
Restraint of trade period: 12 months.
Other
Executives
Other Executives are employed under individual executive services agreements. These establish, amongst
other things:
•
Total compensation;
•
Eligibility to participate in the ESP;
•
Variable notice and termination provisions of up to 6 months, or by the Group without notice in the
event of serious misconduct; and
•
Restraint and confidentiality provisions.
Other transactions
with KMP or their
related parties
There were no other transactions conducted
between the Group and KMP or their related parties,
other than those disclosed above relating to equity,
compensation and loans, that were conducted other
than in accordance with normal employee, customer
or supplier relationships on terms no more favourable
than those reasonably expected under arm’s length
dealings with unrelated persons, apart from related
party transactions disclosed in Note 25 of the
financial statements.
This concludes the Remuneration Report.
The Directors’ Report, incorporating the Remuneration
Report, is signed in accordance with a resolution
of the directors made pursuant to s298(2) of the
Corporations Act 2001.
On behalf of the Directors
Matt Barrie
Chairman
26 February 2025
058
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' REPORT
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
FREELANCER LIMITED ANNUAL REPORT
059
DIRECTORS’ DECLARATION
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
For the year ended
31 December 2024
Note
2024
$000
2023
$000
Revenue
5
51,003
53,334
Cost of sales
(9,214)
(9,093)
Gross profit
41,789
44,241
Other income
5
2,101
2,103
Employee expenses
6
(19,633)
(21,431)
Administrative expenses
6
(11,481)
(11,756)
Marketing related expenses
6
(5,383)
(5,503)
Occupancy expenses
(662)
(642)
Foreign exchange losses
6
(1,932)
(228)
Depreciation and amortisation expenses
6
(4,661)
(4,733)
Share based payments expense
19
(94)
(115)
Finance costs
6
(1,314)
(1,717)
(Loss) / Profit before income tax
(1,270)
219
Income tax benefit / (expense)
7
456
(30)
(Loss) / Profit after tax
(814)
189
Exchange differences on translation of foreign operations
19
489
56
Total comprehensive (loss) / income for the year
(325)
245
(Loss) / Profit is attributable to:
Owners of Freelancer Limited
(814)
189
Non-controlling interests
-
-
(814)
189
Total comprehensive income for the year is attributable to:
Owners of Freelancer Limited
(325)
245
Non-controlling interests
-
-
(325)
245
Earnings per share
Cents
Cents
Basic earnings per share
32
(0.18)
0.04
Diluted earnings per share
32
(0.18)
0.04
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
060
FREELANCER LIMITED ANNUAL REPORT
2024
CONSOLIDATED STATEMENT
Consolidated Statement
of Financial Position
As at
31 December 2024
Assets
Note
2024
$000
2023
$000
Current assets
Cash and cash equivalents
8
23,162
21,153
Trade and other receivables
9
2,340
3,927
Current tax assets
3
-
Other assets
10
2,962
3,102
Total current assets
28,467
28,182
Non Current assets
Trade and other receivables
9
199
742
Plant and equipment
11
201
280
Intangible assets
12
34,120
34,120
Right of use assets
13
9,222
13,471
Other assets
10
456
439
Deferred tax assets
7
11,298
11,450
Total non-current assets
55,496
60,502
Total assets
83,963
88,684
Liabilities
Current liabilities
Trade and other payables
14
37,135
36,529
Lease liabilities
13
5,487
4,842
Borrowings
15
-
121
Current tax liabilities
7
-
4
Provisions
16
2,272
2,887
Contract liabilities
17
963
626
Total current liabilities
45,857
45,009
Non-current liabilities
Deferred tax liabilities
7
2,640
3,377
Provisions
16
1,084
614
Lease liabilities
13
6,911
12,187
Contract liabilities
17
756
672
Total non-current liabilities
11,391
16,850
Total liabilities
57,248
61,859
Net assets
26,715
26,825
Equity
Contributed equity
18
38,918
38,918
Reserves
19
1,755
1,295
Accumulated losses
(17,753)
(17,062)
Non-controlling interests
3,795
3,674
Total equity
26,715
26,825
The above statement of financial position should be read in conjunction with the accompanying notes.
FREELANCER LIMITED ANNUAL REPORT
061
CONSOLIDATED STATEMENT
Consolidated Statement
of Changes in Equity
For the year ended
31 December 2024
Attributable to owners of Freelancer Limited
Note
Contributed
Equity
$000
Share
Based
Payments
$000
Foreign currency
translation
reserve
$000
(Accumulated
losses)
$000
Total
Equity
$000
Balance at 1 January 2023
38,918
1,333
(45)
(17,415)
3,674
26,465
Profit for the year
-
-
-
189
-
189
Exchange differences
on translation of
foreign operations
19
-
-
56
-
-
56
Total comprehensive
loss for the year
-
-
56
189
-
245
Transactions with owners in their capacity as owners:
Share based
payments reserve
no longer required
-
(164)
-
164
-
-
Share based payments
-
115
-
-
-
115
Balance at 31
December 2023
38,918
1,284
11
(17,062)
3,674
26,825
Attributable to owners of Freelancer Limited
Note
Contributed
Equity
$000
Share
Based
Payments
$000
Foreign currency
translation
reserve
$000
(Accumulated
losses)
$000
Non-
controlling
interests
$000
Total
Equity
$000
Balance at 1 January 2024
38,918
1,284
11
(17,062)
3,674
26,825
Loss for the year
-
-
-
(814)
-
(814)
Exchange differences
on translation of
foreign operations
19
-
-
489
-
-
489
Total comprehensive
profit / (loss) for the year
-
-
489
(814)
-
(325)
Transactions with owners in their capacity as owners:
Share based
payments reserve no
longer required
-
(123)
-
123
-
-
Share capital
contributed by
non-controlling interests
-
-
-
-
121
121
Share based payments
-
94
-
-
-
94
Balance at 31
December 2024
38,918
1,255
500
(17,753)
3,795
26,715
The above statement of changes in equity should be read in conjunction with the accompanying notes.
Non-
controlling
interests
$000
062
FREELANCER LIMITED ANNUAL REPORT
2024
CONSOLIDATED STATEMENT
Consolidated Statement
of Cash Flows
For the year ended
31 December 2024
Note
2024
$000
2023
$000
Cash flows from operating activities
Receipts from customers
53,476
55,681
Payments to suppliers and employees
(46,338)
(52,052)
Interest received
180
148
Interest paid
(1,314)
(1,717)
Income taxes paid
(158)
(189)
Net cash inflow from operating activities
30
5,846
1,871
Cash flows from investing activities
Payments for plant and equipment
(92)
(53)
Net cash (outflow) from investing activities
(92)
(53)
Cash flows from financing activities
Repayment of lease liabilities
(4,955)
(4,201)
Net cash (outflow) from financing activities
(4,955)
(4,201)
Net increase / (decrease) in cash and cash equivalents
799
(2,383)
Cash and cash equivalents at beginning of the financial year
21,153
23,358
Effects of exchange rate changes on cash and cash equivalents
1,210
178
Cash and cash equivalents at end of year
8
23,162
21,153
The above statement of cash flows should be read in conjunction with the accompanying notes.
FREELANCER LIMITED ANNUAL REPORT
063
CONSOLIDATED STATEMENT
Notes to the
Financial Statements
For the year ended 31 December 2024
Contents of the notes to the
consolidated financial statements
NOTE CONTENTS
NOTE CONTENTS
PAGE
PAGE
01. Reporting entity
065
02. Basis of preparation
065
03. Financial risk management 066
04. Operating segments
070
05. Revenue
072
06. Expenses
074
07. Income tax
075
08. Cash and cash equivalents 077
09. Trade and other receivables 077
10. Other assets
079
11. Plant and equipment
079
12. Intangible assets
081
13. Leases
083
14. Trade and other payables
084
15. Borrowings
084
16. Provisions
085
17. Contract liabilities
086
18. Contributed equity
086
19. Equity – reserves
087
20. Key management
personnel disclosures
088
21. Remuneration of auditors
089
22. Contingent liabilities
089
23. Commitments for
expenditure
090
24. Share based payments
090
25. Related party transactions
097
26. Parent entity information
097
27. Business Combinations
098
28. Interests in controlled
entities
099
29. Events occurring after
the reporting date
100
30. Reconciliation of loss
after tax to net cash flow
from operating activities
100
31. Earnings per share (EPS)
101
32. Other material accounting
policy information
102
33. Consolidated entity
disclosure statement
105
064
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
01. Reporting entity
Freelancer Limited (the Company) is a company
domiciled in Australia. The address of the Company’s
registered office is Level 37, Grosvenor Place, 225
George Street, Sydney, NSW, 2000. The consolidated
financial statements of the Company as at and for
the year ended 31 December 2024 comprise the
Company and its subsidiaries (together referred to as
the Group and individually as Group entities).
The Group is a for-profit entity and primarily is
involved in operating an online marketplace for
services and providing escrow payment services. The
separate financial statements of the parent entity,
Freelancer Limited, have not been presented within
this financial report as permitted by the Corporations
Act 2001.
The consolidated financial statements were
authorised for issue by the Board on 26
February 2025.
02. Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations
Act 2001.
The Directors believe that there are reasonable grounds
that the company is able to pay its debts as and when
they fall due. The Group has a significant cash balance at
year end and has projected a profitable financial year for
the period ending 31 December 2025 based on increased
revenue and reduced expenses.
(a) Compliance with International Financial
Reporting Standards
The consolidated financial statements of the Group
comply with International Financial Reporting
Standards (IFRS) as issued by the International
Accounting Standards Board (IASB).
(b) Historical cost convention
The consolidated financial statements have The
consolidated financial statements have been prepared
on the historical cost basis unless otherwise stated
in the notes. Except for the cash flow information,
the financial statements have been prepared on an
accrual basis, modified, where applicable, by the
measurement at fair value of selected non-current
assets, financial assets and financial liabilities.
(c) Functional and presentation currency
These consolidated financial statements are
presented in Australian dollars, which is the
Company’s functional currency.
(d) Critical accounting estimates
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant
to the financial statements are disclosed in Note 32(g).
(e) Material accounting policy information
The principal accounting policies adopted in
the presentation of these consolidated financial
statements are set out in the relevant notes. The
policies have been consistently applied to all the years
presented, unless otherwise stated.
(f)
Rounding of amounts
The Company has applied the relief available to it
under ASIC Corporations Instrument 2016/191.
Accordingly, amounts in the financial statements
and Directors’ Report have been rounded off to the
nearest $1,000.
(g) New Accounting Standards
The Group has not adopted any new or amended
Accounting Standards and Interpretations this year
that have had a material impact on the Group or the
Company.
(h) Materiality
These consolidated financial statements have included
information that is deemed to be material and relevant
to the understanding of the financial statements.
Disclosure may be considered material and relevant if
the dollar amount is significant due to size or nature, or
the information is important to understand the:
•
Group’s current year results;
•
impact of significant changes in the Group’s
business; or
•
aspects of the Group’s operations that are
important to future performance.
FREELANCER LIMITED ANNUAL REPORT
065
NOTES TO THE FINANCIAL STATEMENTS
03. Financial risk management
Financial risk
management policies
The Group’s activities expose it to a variety of financial
risks: market risk (including currency risk), credit risk
and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial
markets and seeks to minimise potential adverse
effects on the financial performance of the Group. The
Group uses different methods to measure different
types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest rate
and other price risks and ageing analysis for credit risk.
Risk management is carried out by senior finance
executives (Finance) under policies approved by the
Board of Directors (Board). These policies include
identification and analysis of the risk exposure of
the Group and appropriate procedures, controls and
risk limits. Finance identifies, evaluates and hedges
financial risks within the Group’s operating units.
The Group holds the following financial instruments:
Note
2024
$000
2023
$000
Financial Assets
Cash and cash equivalents
8
23,162
21,153
Trade and other receivables
9
2,539
4,669
Total financial assets
25,701
25,822
Financial Liabilities
Trade and other payables
14
37,135
36,529
Lease liabilities
13
12,398
17,029
Total financial liabilities
49,533
53,558
The carrying value of the assets and liabilities
disclosed in the table above closely approximates
or equals their fair value. The carrying amounts of
trade receivables and trade and other payables are
assumed to approximate their fair values due to their
short-term nature.
Initial recognition and measurement
Financial assets and financial liabilities are recognised
when the entity becomes a party to the contractual
provisions of the instrument. For financial assets, this
is equivalent to the date that the Group commits itself
to either purchase or sell the asset (i.e. trade date
accounting is adopted).
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
Financial instruments are subsequently measured at
fair value, amortised cost using the effective interest
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
any reduction for impairment, and adjusted for any
cumulative amortisation of the difference between
that initial amount and the maturity amount calculated
using the effective interest method.
The effective interest method is used to allocate
interest income or interest expense over the relevant
period and is equivalent to the rate that exactly
discounts estimated future cash payments or receipts
(including fees, transaction costs and other premiums
or discounts) through the expected life (or when this
cannot be reliably predicted, the contractual term) of
the financial instrument to the net carrying amount of
the financial asset or financial liability.
Revisions to expected future net cash flows will
necessitate an adjustment to the carrying amount with
a consequential recognition of an income or expense
item in profit or loss.
The Group does not designate any interests
in subsidiaries, associates or joint venture
entities as being subject to the requirements of
Accounting Standards specifically applicable to
financial instruments.
066
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
Loans and receivables
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market and are subsequently
measured at amortised cost. Gains or losses are
recognised in profit or loss through the amortisation
process and when the financial asset is derecognised.
Held-to-maturity investments
Held-to-maturity investments are non-derivative
financial assets that have fixed maturities and fixed
or determinable payments, and it is the Company’s
intention to hold these investments to maturity. They
are subsequently measured at amortised cost. Gains
or losses are recognised in profit or loss through the
amortisation process and when the financial asset
is derecognised.
Financial liabilities
Non-derivative financial liabilities other than financial
guarantees are subsequently measured at amortised
cost. Gains or losses are recognised in profit or loss
through the amortisation process and when the
financial liability is derecognised.
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
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).
When the terms of financial assets that would otherwise
have been past due or impaired have been renegotiated,
the Company recognises the impairment for such
financial assets by taking into account the original terms
as if the terms have not been renegotiated so that the
loss events that have occurred are duly considered.
(a) Market risk
Foreign currency risk
The Group operates internationally and is exposed to
foreign exchange risk arising from various currencies.
Foreign exchange risk arises when future commercial
transactions and recognised assets and liabilities
are denominated in a currency that is not the entity’s
functional currency. The risk is measured using sensitivity
analysis and cash flow forecasting.
The Group has not entered into forward foreign exchange
contracts to protect against exchange rate movements.
The Directors are of the view that the cost of hedging the
Group’s short-term foreign exchange exposure outweighs
the risk of adverse currency movements.
The Group’s exposure to foreign currency exchange risk
at the reporting date, expressed in each currency, was
as follows:
2024
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
4,490
7,595
73
728
1,244
281
6,069
1,369
514
61,852
97
Trade receivables
685
491
28
84
243
37
256
173
161
4,158
96
Other
financial assets
831
1,244
-
89
-
10
13,415
-
13
1,855
16
Payables
(1,169)
(1,388)
(10)
(34)
(4)
(15)
(903)
-
(42)
-
-
User obligations
(2,901)
(13,927)
(151)
(858)
(602)
(222)
(1,917)
(2,249)
(833)
(54,624)
(217)
Net exposure
1,936
(5,985)
(60)
9
881
91
16,920
(707)
(187)
13,241
(8)
FREELANCER LIMITED ANNUAL REPORT
067
NOTES TO THE FINANCIAL STATEMENTS
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
130
579
1,172
488
8,022
1,204
453
61,073
227
Trade receivables
1,285
722
32
163
296
5
544
409
252
27,577
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
The Group had net liabilities of $10.1 million
denominated in foreign currencies as at 31 December
2024 (comprising assets of $23.0 million less
liabilities of $33.1 million). The Group had net liabilities
of $9.0 million denominated in foreign currencies as
at 31 December 2023 (comprising assets of
$23.9 million less liabilities of $32.9 million).
The analysis below reflects management’s view
of possible movements in relevant foreign
currencies against the Australian dollar in the
short term subsequent to 31 December 2024.
The table summarises the range of possible
outcomes that would affect the Group’s net profit and
equity as a result of foreign currency movements on
year end foreign denominated assets and liabilities.
The impact of potential movements in exchange rates
on the profit or loss is as follows:
2024
$000
2023
$000
High
Low
High
Low
AUD to USD
(Range +5% to -5%)
460
(508)
418
(461)
AUD to NZD
(Range +5% to -5%)
3
(3)
1
(1)
AUD to GBP
(Range +5% to -5%)
1
(1)
15
(17)
AUD to HKD
(Range +5% to -5%)
(9)
10
(8)
8
AUD to SGD
(Range +5% to -5%)
(5)
6
(14)
16
AUD to PHP
(Range +5% to -5%)
(22)
25
(12)
14
AUD to EUR
(Range +5% to -5%)
56
(62)
58
(65)
AUD to CAD
(Range +5% to -5%)
10
(11)
10
(11)
AUD to INR
(Range +5% to -5%)
(12)
13
(21)
24
Net movement
482
(531)
447
(493)
Price risk
The Group is not exposed to significant equities
price risk.
Interest rate risk
The Group is not exposed to any significant interest
rate risk.
Cash balances
As at 31 December 2024 the Group had $23.2 million
(2023: $21.2 million) held in bank accounts and online
wallets. The Group’s cash balances are predominantly
held in interest bearing bank accounts. Funds that
are excess to short term liquidity requirements are
generally invested in short term deposits.
068
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
(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 financial statements. The Group does not hold
any collateral.
Credit risk is managed by a risk assessment
process for all customers, which takes into account
past experience.
(c) Liquidity risk
Liquidity risk management requires the Group to
Liquidity risk management requires the Group to
maintain sufficient liquid assets (mainly cash and
cash equivalents) to be able to pay debts as and when
they become due and payable.
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.
Maturities of financial assets
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
and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may
differ from their carrying amount in the statement of
financial position.
2024
Note
1 year
or less
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Over 5 years
$000
Remaining
contractual
maturities
$000
Non-derivatives
Non-interest bearing
Trade Receivables
9
6,836
199
-
-
7,035
6,836
199
-
-
7,035
2023
Non-derivatives
Non-interest bearing
Trade Receivables
9
7,909
742
-
-
8,651
7,909
742
-
-
8,651
Maturities of financial liabilities
The following table details the Group’s remaining
contractual maturity for its financial instrument
liabilities. The table has been drawn up based on
the 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 contractual maturities
and therefore these totals may differ from their
carrying amount in the statement of financial position.
FREELANCER LIMITED ANNUAL REPORT
069
NOTES TO THE FINANCIAL STATEMENTS
2024
Note
1 year
or less
$000
Between 1
and 2 years
$000
Between 2
and 5 years
$000
Over 5 years
$000
Remaining
contractual
maturities
$000
Non-derivatives
Non-interest bearing
Trade Receivables
14
37,135
-
-
-
37,135
Lease liabilities
5,487
4,511
2,400
-
12,398
42,622
4,511
2,400
-
49,533
2023
Non-derivatives
Non-interest bearing
Trade Receivables
14
36,529
-
-
-
36,529
Lease liabilities
13
4,842
5,340
6,847
-
17,029
41,371
5,340
6,847
-
53,558
Trade and other payables are payable as and when they are due. The cash flows in the maturity analysis above
are not expected to occur significantly earlier than disclosed.
04. Operating segments
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker. These include items
directly attributable to a segment as well as those that
can be allocated on a reasonable basis. Unallocated
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).
Identification of reportable operating segments
The Group is organised into two operating segments:
namely an online marketplace and online payment
services. These segments are based on the internal
reports that are reviewed and used by the CODM in
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
EBITDA (earnings before share based payments,
interest, tax, depreciation and amortisation). The
accounting policies adopted for internal reporting to
the CODM are consistent with those adopted in the
financial statements.
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
geographic operations are considered, based on internal
management reporting and the allocation of resources
by the Group's CODM, as one geographic segment.
The information reported to the CODM is at least on a
monthly basis.
070
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
Year end 31 December 2024
Online Marketplace
Online Payments
Total
Segment revenue
Segment revenue
40,619
10,384
51,003
Total segment revenue
40,619
10,384
51,003
Segment result
Segment profit
2,711
2,088
4,799
Share based payments
(17)
(77)
(94)
Depreciation and amortisation expenses
(4,425)
(236)
(4,661)
Interest paid
(1,286)
(28)
(1,314)
(Loss) / Profit before income tax
(3,017)
1,747
(1,270)
Income tax benefit
456
Loss for year
(814)
Segment Assets At 31 December 2024
Segment assets
33,741
7,001
40,742
Intergroup eliminations
(797)
-
(797)
Deferred tax assets
-
-
11,298
Intangibles
-
-
32,720
Total assets
32,944
7,001
83,963
Segment liabilities At 31 December 2024
Segment liabilities
(52,577)
(2,828)
(55,405)
Intergroup eliminations
-
797
797
Deferred tax liabilities
-
-
(2,640)
Total liabilities
(52,577)
(2,031)
(57,248)
Year end 31 December 2023
Online Marketplace
Online Payments
Total
Segment revenue
Segment revenue
44,264
9,070
53,334
Total segment revenue
44,264
9,070
53,334
Segment result
Segment profit/(loss)
6,201
583
6,784
Share based payments
(42)
(73)
(115)
Depreciation and amortisation expenses
(4,542)
(191)
(4,733)
Interest paid
(1,679)
(38)
(1,717)
(Loss) / Profit before income tax
(62)
281
219
Income tax benefit
(30)
Profit for year
189
Segment Assets At 31 December 2023
Segment assets
40,197
6,111
46,308
Intergroup eliminations
(1,794)
-
(1,794)
Deferred tax assets
-
-
11,450
Intangibles
-
-
32,720
Total assets
38,403
6,111
88,684
Segment Assets At 31 December 2023
Segment liabilities
(56,494)
(3,782)
(60,276)
Intergroup eliminations
-
1,794
1,794
Deferred tax liabilities
-
-
(3,377)
Total liabilities
(56,494)
(1,988)
(61,859)
FREELANCER LIMITED ANNUAL REPORT
071
NOTES TO THE FINANCIAL STATEMENTS
05. Revenue
The Company’s net revenues result from transaction
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
service when the system recognizes that the service
has completed. No rebates or volume discounts are
provided to customers.
Payment services.
The Group enters into both long-term and short-term
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
as this is consistent to the pattern of performance
obligation i.e. availability of the open transaction to
be executed progressively in the future and on the
Escrow.com platform.
Enterprise Services
The enterprise services revenue stream focuses on
projects negotiated with customers to meet their
needs on short to long-term contracts. Revenue is
recognised when milestones as determined in the
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.
Interest income
Interest revenue is recognised using the effective
interest rate method, which, for floating rate financial
assets, is the rate inherent in the instrument.
Sublease rent
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.
All revenue is stated net of the amount of goods
and services tax (GST) and Valued Added Tax (VAT).
The timing of revenue recognition is when the
products and services are transferred to customers.
072
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
2023
$000
2023
$000
Sales revenue
Marketplace and payment services
39,082
40,592
Payment services
10,384
9,070
Enterprise services
1,537
3,672
51,003
53,334
Other revenue
Interest income
188
148
Sublease rent
1,573
1,798
Other
340
157
2,101
2,103
Total revenue
53,104
55,437
FREELANCER LIMITED ANNUAL REPORT
073
NOTES TO THE FINANCIAL STATEMENTS
06. Expenses
(Loss) / Profit before income tax benefit includes the following specific net losses and expenses:
2024
$000
2023
$000
Employee expenses
Wages and salaries (including superannuation)
16,850
18,928
Other employment costs
2,783
2,503
Total employee expenses1
19,633
21,431
Administrative expenses
Hosting
6,303
5,939
Subscriptions
1,463
1,351
Professional fees
1,290
1,604
Insurances
1,187
1,231
Office Expenses
390
574
Other
848
1,057
Total Administrative expenses
11,481
11,756
Marketing related expenses
Search marketing
5,079
5,366
Advertising
70
137
Other marketing costs
234
-
Total marketing related expenses
5,383
5,503
Depreciation and amortization
Plant and equipment
179
274
Right of use assets
4,482
4,459
Total depreciation and amortisation expenses
4,661
4,733
Occupancy expenses
Utilities and other related costs
662
642
Total occupancy expenses
662
642
Net foreign exchange losses
Net foreign exchange losses
1,932
228
Total net foreign exchange losses
1,932
228
Finance costs
Interest expense on lease liability
1,314
1,717
Total interest expense on lease liability
1,314
1,717
1 Inclusive of employee expenses included in cost of sales
Total employee benefits expenses are inclusive of:
Short-term obligations
Employee benefits that are expected to be settled
within 12 months have been measured at the amounts
expected to be paid when the liabilities are settled,
plus related on-costs.
The liability for annual leave is recognised in the
provision for employee benefits. All other short-
term employee benefit obligations are presented
as payables
074
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
Other long-term employee benefit obligations
Employee benefits payable later than 12 months have
been measured at the present value of the estimated
future cash outflows to be made for those benefits.
In determining the liability, consideration is given to
employee wages increases and the probability that
the employee may satisfy any vesting requirements.
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
the tax payable on the current period’s taxable income
based on the applicable tax rate for each jurisdiction
adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to
unused tax losses.
The current income tax charge is calculated on the
basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries
where the Company’s subsidiaries operate and
generate taxable income. Management periodically
evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is
not recognised for:
•
temporary differences on the initial recognition
of assets or liabilities in a transaction that is not
a business combination and that affects neither
accounting nor taxable profit or loss.
•
temporary differences related to investments in
subsidiaries, associates and jointly controlled
entities to the extent that the Group is able
to control the timing of the reversal of the
temporary differences and it is probable that they
will not reverse in the foreseeable future.
•
taxable temporary differences arising on the
initial recognition of goodwill.
The measurement of deferred tax reflects the tax
consequences that would follow the manner in which
the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when
they reverse, using tax rates enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset if there
is a legally enforceable right to offset current tax
liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable
entity, or on different tax entities, but they intend
to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be
realised simultaneously.
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
reporting date and are reduced to the extent that it
is no longer probable that the related tax benefit will
be realised.
In determining the amount of current and deferred
tax the Group takes into account the impact of
uncertain tax positions and whether additional taxes
and interest may be due. This assessment relies on
estimates and assumptions and may involve a series
of judgements about future events. New information
may become 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.
The Company and its wholly-owned Australian
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 head entity within the tax-consolidated group
is Freelancer Limited.
FREELANCER LIMITED ANNUAL REPORT
075
NOTES TO THE FINANCIAL STATEMENTS
2024
$000
2023
$000
(a)
Income tax
Current tax
118
210
Deferred tax
(574)
(180)
Income tax (benefit)
(456)
30
Deferred income tax expense included in income tax benefit comprises:
Decrease in deferred tax assets
181
1,069
(Decrease) in deferred tax liability
(755)
(1,249)
Total deferred income tax
(574)
(180)
(b)
Numerical reconciliation of income tax benefit to prima facie income tax payable
(Loss) / Profit from ordinary activities before income tax expense
(1,270)
219
Tax at the Australian rate of 30%
(381)
66
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Difference in tax rate
23
70
Share based payments
28
35
Under/(Over) provision in prior years
(236)
(189)
Non Taxable income
105
48
Other non-allowable items
5
-
Income tax (benefit) / expense
(456)
30
(c)
Deferred tax assets
The balance comprises temporary differences attributable to:
Employee benefits
482
494
Provision for user disputes & refunds
151
171
Foreign exchange losses
767
18
Provision for impairment of receivables
1,324
1,162
Audit fees
40
40
Lease liabilities
3,406
4,468
Future benefit of tax losses
5,094
4,838
Future benefit of foreign tax losses
34
259
Net deferred tax assets
11,298
11,450
Movements:
Opening balance at beginning of year
11,450
12,520
Credited to the profit or loss statement
(181)
(1,069)
Exchange differences
29
(1)
Closing balance at end of year
11,298
11,450
076
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
2024
$000
2023
$000
(d)
Deferred tax liabilities
The balance comprises temporary differences attributable to:
Accrued revenue
(19)
(48)
Foreign exchange gains
(250)
(7)
Right of use assets
(2,371)
(3,322)
Net deferred tax liabilities
(2,640)
(3,377)
Movements:
Opening balance at beginning of year
3,377
4,622
(Credited) to the profit or loss statement
(755)
(1,249)
Exchange differences
18
4
Closing balance at end of year
2,640
3,377
(e)
Current tax assets / (liabilities)
Current tax assets / (liabilities)
3
(4)
(f)
Franking credits
Franking credits available at the reporting date based on a tax rate of 30%
66
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
and cash equivalents includes cash on hand, deposits
held at call with banks, other short term highly liquid
investments with original maturities of three months
or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk
of changes in value, and bank overdrafts.
2024
$000
2023
$000
Current
Cash at bank and on hand
20,211
18,312
Term deposits
2,951
2,841
Total cash and cash equivalents
23,162
21,153
09. Trade and other receivables
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost using
the effective interest method, less provision for
impairment. This provision includes amounts that are
not considered to be recoverable from debtors and
amounts that are expected to be credited to debtors.
Trade receivables are generally due for settlement
no more than 30 days from the date of recognition.
They are presented as current assets unless collection
is not expected for more than 12 months after the
reporting date.
FREELANCER LIMITED ANNUAL REPORT
077
NOTES TO THE FINANCIAL STATEMENTS
Collectability of trade receivables is reviewed on an
ongoing basis. A provision for impairment of trade
receivables is established when there is objective
evidence that the Group will not be able to collect all
amounts due according to the original terms of the
receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency
in payments are considered indicators that the
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 Group applies the simplified approach to providing
for expected credit losses prescribed by AASB 9,
which permits the use of the lifetime expected loss
provision for all trade receivables. To measure the
expected credit losses, trade receivables have been
grouped based on shared credit risk characteristics
and the days past due. The loss allowance provision
as at 31 December 2024 is determined as follows;
the expected credit losses also incorporate
forward-looking information.
The "amounts written off" are all due to customers
declaring bankruptcy, or term receivables that have
now become unrecoverable.
2024
$000
2023
$000
Current
Trade receivables
5,599
5,837
Payment gateway receivables
958
1,678
Less: provisions for impairment of receivables
(4,497)
(3,982)
Current trade receivables net of provisions for impairment
2,060
3,533
Other receivables
280
394
Total current trade and other receivables
2,340
3,927
Non-Current
Payment gateway receivables
199
742
Total trade and other receivables
2,539
4,669
(a)
Provision for impaired trade receivables
Opening balance
3,982
3,795
Increase in provisions for impairment during the year
95
192
Exchange differences
420
(5)
Closing balance
4,497
3,982
(b)
Ageing of current trade receivables
1–30 days
2,179
3,301
31–60 days
365
834
61–90 days
55
165
90+ days
4,437
4,351
Provision for impairment
(4,497)
(3,982)
Total trade receivables net of provision for impairment
2,539
4,669
(c)
Expected losses
2024
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
Total
$000
Expected loss rate (% of Aged Receivables)
1%
27%
96%
98%
Gross carrying amount
2,179
365
55
4,437
7,036
Loss allowing provision
(16k)
(97k)
(53k)
(4,331)
(4,497)
2023
1–30 days
$000
31–60 days
$000
31–60 days
$000
90+ days
$000
Total
$000
Expected loss rate (% of Aged Receivables)
0%
3.9%
13.0%
90.3%
Gross carrying amount
3,301
834
165
4,351
8,651
Loss allowing provision
-
(33)
(21)
(3,928)
(3,982)
078
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
10. Other assets
2024
$000
2023
$000
Current
Prepayments
2,499
2,629
Other
463
473
Total current other assets
2,962
3,102
Non-current
Security deposits
456
439
Total non-current other assets
456
439
Total other assets
3,418
3,541
11. Plant and equipment
Plant and equipment is stated at historical cost
less depreciation, amortisation and impairment
losses. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
The carrying amount of plant and equipment is
reviewed annually by directors to ensure it is not in
excess of the recoverable amount from these assets.
The recoverable amount is assessed on the basis of
the expected net cash flows that will be received from
the asset’s employment and subsequent disposal. The
expected net cash flows have not been discounted in
determining recoverable amounts.
Depreciation of all fixed assets is calculated using
the straight-line method to allocate their cost, net of
their residual values, over their estimated useful lives,
as follows:
Fixtures and fittings
4–5 years
Office and computer equipment
4–5 years
Software
3 years
Leasehold improvements
shorter of either the unexpired period of the lease or the
estimated useful lives of the improvements
The residual values and useful lives of assets are
reviewed, at the end of each reporting period and
adjusted if appropriate. If an asset’s carrying amount
exceeds its recoverable amount, it is immediately
written down to its recoverable amount.
Gains and losses on disposal are calculated as the
difference between the proceeds and the carrying
amount and are recognized in profit or loss in the
period they arise. For revalued assets, any related
amounts in the revaluation surplus are transferred
to retained earnings upon sale.
FREELANCER LIMITED ANNUAL REPORT
079
NOTES TO THE FINANCIAL STATEMENTS
2024
$000
2023
$000
Non-current
Office and computer equipment – at cost
3,431
3,268
Accumulated depreciation
(3,233)
(2,995)
Carrying value of office and computer equipment
198
273
Fixtures and fittings – at cost
523
511
Accumulated depreciation
(520)
(504)
Carrying value of fixtures and fittings
3
7
Software – at cost
1
1
Accumulated depreciation
(1)
(1)
Carrying value of software
-
-
Leasehold improvements – at cost
440
440
Accumulated amortization
(440)
(440)
Carrying value of leasehold improvements
-
-
Total carrying value of plant and equipment
201
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
Total
$000
Balance at 1 January 2023
485
4
1
1
491
Additions
51
7
-
-
58
Disposals
-
-
-
-
-
Depreciation and amortization
(263)
(4)
(1)
(1)
(269)
Balance at 31 December 2023
273
7
-
-
280
Additions
92
-
-
-
92
Disposals
-
-
-
-
-
Depreciation and amortization
(175)
(4)
-
-
(179)
Exchange differences
8
-
-
-
8
Balance at 31 December 2024
198
3
-
-
201
080
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
12. Intangible assets
Goodwill
Goodwill is initially recognized as the excess of the
purchase price over the net fair value of identifiable
assets, liabilities, and contingent liabilities acquired
in a business combination. Goodwill is not amortized
but is instead tested for impairment annually, or more
frequently if events or changes in circumstances
indicate potential impairment. It is carried at cost,
less accumulated impairment losses.
Domain Names
Domain names are measured at cost of acquisition
and are tested for impairment annually, or more
frequently if events or changes in circumstances
indicate potential impairment. Impairment testing is
conducted either individually or at the cash-generating
unit level. The useful lives of domain names are also
assessed annually, with any necessary adjustments
applied prospectively.
Intellectual Property
Intellectual property is measured at cost of acquisition
and is tested for impairment annually, or more
frequently if events or changes in circumstances
indicate potential impairment. Impairment testing is
conducted either individually or at the cash-generating
unit level. The useful lives of intellectual property
are also assessed annually, with any necessary
adjustments applied prospectively.
Trademarks
Trademarks are measured at cost of acquisition and
amortized on a straight-line basis over their expected
benefit period. Impairment testing is conducted when
indicators of impairment arise, either individually or
at the cash-generating unit level. The useful lives of
trademarks are assessed annually, with any necessary
adjustments applied prospectively.
2024
$000
2023
$000
Non Current
Domain names – at cost
4,938
4,938
Accumulated impairment
(28)
(28)
Carrying value of domain names
4,910
4,910
Intellectual property – at cost
2,112
2,198
Accumulated impairment
-
-
Carrying value of intellectual property
2,112
2,198
Goodwill
27,098
27,012
Accumulated impairment
-
-
Carrying value of goodwill
27,098
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 2023
4,910
2,198
27,012
34,120
Re-allocation
-
(86)
86
-
Balance at 31 December 2023
4,910
2,112
27,098
34,120
Domain names
$000
Intellectual property
$000
Goodwill
$000
Total
$000
Balance at 31 December 2024
4,910
2,112
27,098
34,120
081
FREELANCER LIMITED ANNUAL REPORT
081
NOTES TO THE FINANCIAL STATEMENTS
The Directors have determined the useful life
of domain names is indefinite and subject to
an annual test for impairment of the fair value
of the domain names. The Directors have
assessed the recoverability of domain names,
intellectual property and goodwill based on value
in use calculations.
The recoverable amount of the Group’s
intangible assets has been determined by a
value-in-use calculation using a discounted cash
flow model, based on a 12 month projection
period for the Group approved by management
and extrapolated for a further 5 years with a
discounted terminal value.
Goodwill and other intangibles are allocated to
cash-generating units which are based on the
Group’s reporting segments:
2024
$000
2023
$000
Online marketplace
22,426
22,426
Online payments
11,694
11,694
Total
34,120
34,120
The recoverable amount of each cash-
generating unit above is determined based
on value-in-use calculations. Value- in-use is
calculated based on the present value of cash
flow projections over a 5 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
estimate of the time value of money and the
Group’s weighted average cost of capital
adjusted for the risk free rate and the volatility of
the share price relative to market movements.
The following key assumptions were used in
the value-in-use calculations:
CAGR
Rate
Discount
Rate
Online marketplace
8.8%
16%
Online payments
8.3%
16%
Management has based the value-in-use
calculations on budgets for each reporting
segment. These budgets use historical weighted
average growth rates to project revenue. Costs
are calculated taking into account historical
gross margins as well as estimated weighted
average inflation rates over the period, which are
consistent with inflation rates applicable to the
locations in which the segments operate.
Discount rates are pre-tax and are adjusted
to incorporate risks associated with a
particular segment.
Based on the above, management is satisfied
that there are no indicators of impairment to
the current carrying value of intangible assets.
082
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
13. Leases
The Group as lessee
At inception of a contract, the Group assesses if the
contract contains or is a lease. If there is a lease
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.
Initially the lease liability is measured at the present
value of the lease payments still to be paid at the
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:
–
fixed lease payments less any lease incentives;
–
variable lease payments that depend on an index
or rate, initially measured using the index or rate
at the commencement date;
–
the amount expected to be payable by the lessee
under residual value guarantees;
–
the exercise price of purchase options, if the lessee
is reasonably certain to exercise the options; and
–
payments of penalties for terminating the lease,
if the lease term reflects the exercise of an option
to terminate the lease.
The right-of-use assets comprise the initial
measurement of the corresponding lease liability, any
lease payments made at or before the commencement
day and any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less
accumulated depreciation and impairment losses.
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 specific asset is depreciated over the useful life of
the underlying asset.
The Group's lease portfolio comprises commercial
leases for office property. As at 31 December 2024
these leases had remaining lives ranging from 1 month
up to 78 months.
Options to Extend
or Terminate
The options to extend or terminate are contained in
several of the Group’s property leases. These clauses
provide the Group opportunities to manage leases in
order to align with its strategies. All of the extension or
termination options are only exercisable by the Group.
The extension options or termination options which
were probable to be exercised have been included in
the calculation of the right-of-use asset.
(i) AASB 16 related amounts recognised in the balance sheet
2024
$000
2023
$000
Right of use assets
Leased office property:
Opening balance
13,471
17,832
Addition to right-of-use asset
145
47
Depreciation expense for the year ended
(4,482)
(4,460)
Exchange differences
88
52
Net carrying amount
9,222
13,471
Lease liabilities
Current
5,487
4,842
Non-current
6,911
12,187
Total
12,398
17,029
FREELANCER LIMITED ANNUAL REPORT
083
NOTES TO THE FINANCIAL STATEMENTS
(ii) AASB 16 related amounts recognised in the statement of profit or loss
2024
$000
2023
$000
Depreciation charge related to right-of-use assets
4,482
4,466
Interest expense on lease liabilities (under finance costs)
1,279
1,681
(iii) AASB 16 related amounts recognised as cash outflows in the statement of cash flow
2024
$000
2023
$000
Interest expense on lease liabilities (under finance costs)
1,279
1,681
Repayment of lease liabilities
4,954
4,212
14. Trade and other payables
These amounts represent liabilities for goods
and services provided to the Group and amounts
outstanding to users of the Company’s websites at
the end of financial year which are unpaid.
The amounts are unsecured and are payable as and
when they are due. Trade and other payables are
presented as current liabilities unless payment is not
due within 12 months from the reporting date.
2024
$000
2023
$000
Current
Trade payables
2,762
2,744
Sundry payables and accrued expenses
763
736
User obligations
33,610
33,049
Total trade and other payables
37,135
36,529
15. Borrowings
2024
$000
2023
$000
Current
Working capital loan
-
121
Total borrowings
-
121
The working capital loan was provided from non-
controlling shareholders of Loadshift Holdings
Pty Limited to provide working capital funding.
The loan was unsecured, interest free and had no
fixed date of repayment.
084
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
16. Provisions
Provisions are recognised when the Company has
a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of
economic benefits will result, and that outflow can be
reliably measured. Provisions recognised represent
the best estimate of the amounts required to settle
the obligation at reporting date.
A provision for onerous contracts is recognised when
the expected benefits to be derived by the Group
from a contract are lower than the unavoidable cost
of meeting the obligations under the contract. The
provision is stated at the present value of the future
net cash outflows expected to be incurred in respect
of the contract.
2024
$000
2023
$000
Current
Make-good provisions
39
-
Provision for user disputes and refunds
634
569
Provision for indirect taxes
88
347
Employee benefits
1,511
1,971
Total current provisions
2,272
2,887
Non-current
Make-good provisions
393
454
Employee benefits
691
160
Total non-current provisions
1,084
614
Total provisions
3,356
3,501
Movements
Provision for
User Disputes
/Refunds
$000
Provision
for Indirect
Taxes
$000
Employee
Benefits
$000
Provision for
Make-good
$000
Total
Provisions
$000
Balance at 1 January 2023
594
320
2,293
551
3,758
Additional provisions
112
1,712
1,040
-
2,864
Amounts used
-
(1,686)
(801)
-
(2,487)
Unused amounts reversed
(139)
-
(406)
(99)
(644)
Foreign exchange differences
2
1
5
2
10
Balance at 31 December 2023
569
347
2,131
454
3,501
Additional provisions
19
909
947
-
1,875
Amounts used
-
(1,170)
(905)
-
(2,075)
Unused amounts reversed
-
-
-
(34)
(34)
Foreign exchange differences
46
2
29
12
89
Balance at 31 December 2024
634
88
2,202
432
3,356
FREELANCER LIMITED ANNUAL REPORT
085
NOTES TO THE FINANCIAL STATEMENTS
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.
2024
$000
2023
$000
Amounts received in advance of delivery for services
1,719
1,298
Total contract liabilities
1,719
1,298
Current
963
626
Non-current
756
672
1,719
1,298
There were no significant changes in the contract liability balances during the 2024 year.
18. Contributed equity
(a) Share capital
Note
2024
Number
2023
Number
2024
$000
2023
$000
Ordinary shares
Fully paid
18(b)
450,914,882
451,724,410
38,918
38,918
Total share capital
38,918
38,918
(b) Movements in ordinary share capital
Reconciliation to 31 December 2023
Number of shares
Average price
$000
Balance at 1 January 2023
452,331,636
38,918
Issue/(cancellation) of ordinary shares:
Buy-back and cancellation of ESP shares
(607,226)
$0.64
-
Balance at 31 December 2023
451,724,410
38,918
Reconciliation to 31 December 2024
Number of shares
Average price
$000
Balance at 1 January 2024
451,724,410
38,918
Issue/(cancellation) of ordinary shares:
Buy-back and cancellation of ESP shares
(809,528)
$0.50
-
Balance at 31 December 2024
450,914,882
38,918
086
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
(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.
(d) Employee Share Plan (ESP)
Information relating to the ESP, including details of
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.
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.
he capital risk management policy remains
unchanged from the 2023 Annual Report.
1 As the ESP is considered in substance a share option, the ESP shares
issued and corresponding loan receivables are not recognised by the Group
in its financial statements. The loan receivable does not satisfy the “probable
future benefits following to the entity” criteria on the basis that the loan is
non-recourse. The ESP shares will not be considered issued to participants
until the corresponding loan has been repaid, at which time there will be an
increase in the issued capital and increase in cash.
19. Equity – reserves
(a) Movements
Current
2024
$000
2023
$000
Share based payment reserve movements
Balance at the beginning of the period
1,284
1,333
Share based payments reserve no longer required
(123)
(164)
Share based payment expense
94
115
Balance at the end of the period
1,255
1,284
Foreign currency translation reserve movements
Balance at the beginning of the period
11
(45)
Currency translation differences arising during the period
489
56
Balance at the end of the period
500
11
Total reserves
1,755
1,295
(b) Nature and purpose of reserves
Share-based payments reserve
This amount represents the value of the ESP share
grants to employees under the Freelancer Employee
Share Plan and other compensation granted in the
form of equity.
Foreign currency translation reserve
The foreign currency translation reserve is used
to record exchange differences arising from the
translation of the financial statements of its
overseas subsidiaries.
FREELANCER LIMITED ANNUAL REPORT
087
NOTES TO THE FINANCIAL STATEMENTS
20. Key management personnel disclosures
(a) Directors
The following persons were Directors of
Freelancer Limited during the financial year:
Mr Robert Matthew Barrie
– Executive Chairman
Mr Darren Nicholas John Williams
– Non-Executive Director
Mr Simon Alvin Clausen
– Non-Executive Director
Mr Craig Scroggie
– Non-Executive Director
Mr Patrick Grove
– Non-Executive Director
(b) Other key management personnel
The following persons also had the authority and
responsibility for planning, directing and controlling
the major activities of the Group, directly or indirectly,
during the financial year:
Mr Neil Leonard Katz
– Chief Financial Officer and
Company Secretary
(c) Key management personnel compensation
2024
$000
2023
$000
Short-term employee benefits
1,374
1,052
Share based employee benefits
77
95
Other long-term benefits
68
56
Total benefits
1,519
1,203
Short-term employee benefits
These amounts include fees and benefits paid to the
Non-Executive Directors as well as all salary, paid
leave benefits, fringe benefits and cash bonuses
awarded to Executive Directors and other KMP.
Other long-term benefits
These amounts represent long service leave benefits
accruing during the year, long-term disability benefits
and deferred bonus payments.
Share based payments
These amounts represent the expense related to the
participation of KMP in equity-settled schemes as
measured by the fair value of the options rights and
shares granted on grant date.
Further information in relation to KMP remuneration
can be found in the Remuneration Report, which is
included in the Director’s Report.
088
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
21. Remuneration of auditors
During the year the following fees were paid for services provided by the auditor of the parent entity, its related
practices and non-related audit firms:
2024
$000
2023
$000
(a) Hall Chadwick
Audit and other assurance services
Audit and review of financial reports
157
146
Due diligence services
-
4
Taxation services
Tax compliance services, including review of Company income tax returns
4
26
Total remuneration of Hall Chadwick
161
176
(b) Audit firms other than Hall Chadwick
Audit and other assurance services
Audit and review of financial reports
72
80
Taxation services
Tax compliance services, including review of subsidiary income tax returns
78
68
Other non-audit services
Accounting services
-
-
Total remuneration of audit firms other than Hall Chadwick
150
148
22. Contingent liabilities
Except for the items listed below, there are no other
contingent liabilities as at 31 December 2024:
•
a collateral amount of nil (2023: USD300,000) is
in place in one of the Group’s PayPal accounts in
favour of PayPal Australia Pty Ltd;
•
term deposits of $52,251 (2023: $49,360) are
secured for corporate credit card facilities
in place;
•
deposits of $199,074 (2023: $742,162) are held
by various credit card processing providers,
as security for any contractual compensation
arising under these agreements;
•
included in cash is an amount of $2,608,647 on
term deposits (31 December 2023: $2,608,647),
which is secured against bank guarantees that
have been provided to lessors in respect of
premises occupied by the Group in Sydney.
•
included in cash is an amount of $40,501 (31
December 2023: $36,867), which is secured
against ACH bank facilities
•
included in cash is an amount of USD87,000
(2023: USD234,000), which is held as a reserve
to satisfy escrow regulatory requirements in
respect of credit card transactions.
FREELANCER LIMITED ANNUAL REPORT
089
NOTES TO THE FINANCIAL STATEMENTS
23. Commitments for expenditure
Leases in which a significant portion of the risks and
rewards of ownership are not transferred to the Group
as lessee are classified as operating leases. Leases
are made up of operating leases of property. Payments
made under operating leases are accounted for in
accordance with AASB 16 Leases and are brought into
account as depreciation on the right of use asset and
interest paid on the corresponding lease liability.
Where the Group acts as lessor in an operating lease
arrangement, rental income from operating leases is
accounted for on a straight-line basis over the period of
the lease. Lease incentives provided are recognised over
the lease term on a straight-line basis.
(a) Non-cancellable operating services
The Group has entered into a commercial agreement
for web hosting services with an annual fee
commitment for 1 year commencing on 1 April
2024. 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 2024 and may be
subject to variation due to changes in exchange rates.
The amounts are as follows:
2024
$000
2023
$000
Less than one year
1,411
428
Between one and five years
-
-
More than five years
-
-
Total operating service commitments
1,411
428
(b) Other capital commitments
There were no other capital commitments as at 31 December 2024.
24. Share based payments
Employee Share Plan
The Group operates an employee share plan. The
fair value of the effective option over the shares
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.
The fair value at grant date is independently
determined using a Black-Scholes option pricing
model that takes into account the exercise price, the
term of the ESP shares, the vesting and performance
criteria, the impact of dilution, the non-tradeable
nature of the ESP share, 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 ESP share.
The fair value of share grants issued outside of the
ESP is independently determined based on the grant
date share value, adjusted for the present value of
expected dividends to be distributed between the
grant date and the vesting dates.
During the year ended 31 December 2013, the
Company established a share based payment plan,
the Employee Share Plan (ESP) to assist the Company
in retaining and attracting current and future
employees by providing them with the opportunity to
own shares in the Company. Resolutions to amend
and approve the ESP were passed at the AGM held on
17 May 2016.
The key terms of the ESP are as follows:
•
the Board may invite a person who is employed
or engaged by or holds an office with the Group
(whether on a full or part-time basis) and who is
declared by the Board to be eligible to participate
in the ESP from time to time (Eligible Employee)
to apply for fully paid ordinary shares under the
plan from time to time (ESP shares);
090
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
•
invitations to apply for ESP shares offered to
Eligible Employees subsequent to the Company’s
initial public offering are to be made on the
basis of the market price per share defined as
the volume weighted average price at which
the Company’s shares have traded during the
30 days immediately preceding the date of
the invitation;
•
invitations to apply for ESP shares under the
ESP will be made on a basis determined by the
Board (including as to the conditionality on the
achievement of any key performance indicators)
and notified to Eligible Employees in the
invitation, or if no such determination is made by
the Board, on the basis that ESP shares will be
subject to a 4 year vesting period, with:
–
10% vest on the first anniversary of the
issue date;
–
20% vest on the second anniversary of the
issue date;
–
30% vest on the third anniversary of the issue
date; and
–
40% vest on the fourth anniversary of the
issue date.
•
Eligible Employees who accept an invitation (ESP
Participants) may be offered an interest free loan
from the Company to finance the whole of the
purchase of the ESP shares they are invited to
apply for (ESP Loan). ESP Loans will have a term
of 4 years and become repayable in full on the
earlier of:
–
the fourth anniversary of the issue date of the
Employee Offer Shares; and
–
if the ESP Participant ceases to be an Eligible
Employee, either:
›
the date 30 days after the date of cessation,
if the Eligible Employee is a good leaver (as
defined in the ESP); or
›
that date of cessation, if the Eligible
Employee is a bad leaver (as defined in
the ESP).
•
if the ESP Participant does not repay the
outstanding ESP Loan, or it notifies the Company
that it cannot, then such number of ESP shares
that equal by value (using the price at which
the ESP shares were issued) the outstanding
amount of the ESP Loan will become the subject
of a buy-back notice from the Company which
the ESP Participant must accept. The buy-back
of such number of ESP shares will be considered
full and final satisfaction of the ESP Loan and
the Company will not have any further recourse
against the ESP Participant;
•
any dividends received by the ESP Participant
whilst the whole or part of the ESP Loan remains
outstanding must be applied to the repayment
of the ESP Loan. In addition, an ESP Participant
may make pre-payments at any time;
•
the maximum number of ESP shares for
which invitations may be issued under the ESP
together with the number of ESP shares still
to be issued in respect of already accepted
invitations and that have already been issued in
response to invitations in the previous 5 years
(but disregarding ESP shares that are or were
issued following invitations to non-residents,
that did not require a disclosure document under
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;
•
in the event of a corporate reconstruction, the
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
fractional entitlements to shares will be rounded
down to the nearest whole share;
•
ESP Participants will continue to have the right
to participate in dividends paid by the Company
despite some or all of their ESP shares not
having vested yet or being subject to an ESP
Loan. If an ESP Loan has been made to the ESP
Participant, then any dividend due must first be
applied to reducing any outstanding ESP Loan
amount applicable to the ESP shares on which
the dividend is paid;
•
ESP shares which have not vested and/or are
subject to repayment of the ESP Loan will be
restricted (escrowed) from trading;
FREELANCER LIMITED ANNUAL REPORT
091
NOTES TO THE FINANCIAL STATEMENTS
•
the Company may buy-back at the issue price
any ESP shares which:
–
have not vested, or are incapable of vesting at any
time (including as a result of the ESP Participant
failing to meet any key performance indicators on
which vesting of ESP shares is conditional); or
–
remain in escrow and/or are the subject of an
ESP Loan, on the occurrence of:
›
the ESP Participant ceasing to be an Eligible
Employee (unless the Board, in its sole and
absolute discretion determines otherwise,
subject to any conditions that it may apply,
including the repayment of any outstanding
ESP Loan); or
›
the expiration of the term of the ESP Loan.
•
any bonus securities issued in relation to ESP
shares which remain unvested or are subject to an
ESP Loan which becomes repayable in full will be
the subject of a buy-back by the Company at the
issue price for no consideration;
•
on the death or permanent disability of an ESP
Participant, all ESP shares held by the ESP
Participant or their 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-
back all ESP shares in respect of which there is an
outstanding ESP Loan;
•
the rules of the ESP and any amendment to the
rules of the ESP must be in accordance with the
Listing Rules and the Corporations Act;
•
if, while the Company’s shares are traded on the
ASX or any other stock exchange, there is any
inconsistency between the terms of the ESP and
the Listing Rules, the Listing Rules will prevail; and
•
the ESP is governed by the laws of the State of
New South Wales, Australia.
The full terms of the ESP are available on the
Company’s website, www.freelancer.com.
Long Term
Incentive Plan
The Group operates a long term incentive plan through
the grant of equity incentives in the form of Share
Rights . The fair value of the effective option over the
equity incentives in the form of Share Rights granted
under the Company’s Long Term Incentive Plan (LTIP)
are recognised as an employee benefit expense with
a corresponding increase in equity. The fair value is
measured at grant date and recognised over the period
during which the employees become unconditionally
entitled to the Share Rights.
The fair value at grant date is independently
determined using a Black-Scholes option pricing
model that takes into account the exercise price, the
term of the Share Rights, the vesting and performance
criteria, the impact of dilution, the non-tradeable nature
of the Share Rights, the share price at grant date and
expected price volatility of the underlying share, the
expected dividend yield and the risk-free interest rate
for the term of the Share Rights.
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.
The key terms of the LTIP are as follows:
•
A Share Right includes (without limitation):
›
Performance Rights (i.e. Share Rights with
no exercise price);
›
Options (i.e. Share Rights generally with an
exercise price equal to the market value of
a Share on the date of grant or such other
exercise price determined by the Board); and
›
Premium Priced Options (i.e. Share Rights
with an exercise price that is greater than the
market value of a Share on the date of grant).
•
Eligibility and grant of securities – Employees
who are in full-time or permanent part-time
employment of a Group Company who the Board
determines is to receive an offer under the Plan.
•
Offer and Conditions – The Board may, in its
absolute discretion and subject to the Plan, offer
eligible employees the opportunity to participate
in the Plan.
•
Vesting – Share Rights may be subject to certain
Performance Criteria or other vesting conditions
as determined by the Board and set out in
each participant’s plan offer letter. Following
testing of any relevant Performance Criteria /
vesting conditions, Share Rights 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.
092
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
•
Exercise and allocation of Share Rights – Upon
vesting of the Share Rights, subject to the Plan,
those Share Rights will become exercisable.
Share Rights must be exercised within the
exercise period as advised by the Board. Upon
exercise of Share Rights for the exercise price
(if any), the participant will receive one Share for
each Share Right that is exercised (subject to
adjustment in accordance with the Plan) either
by way of the issue of new Shares or a transfer
of Shares acquired on-market or an allocation
of Shares. The corresponding number of Shares
will be delivered and registered, or allocated, in
the participant’s name (as applicable) as soon
as practicable after a participant has exercised
their Share Rights and paid the exercise price
(if any) to the Company. Notwithstanding the
above, upon exercise of Share Rights, the Board
may determine, in accordance with the Plan, to
instead pay a cash amount to the participant in
respect of a vested Share Right in lieu of an issue
of new Shares. The Board may, in its discretion,
also determine to accept a cashless exercise of
any Share Rights (in accordance with the Rules),
which will involve the number of Shares allocated
to the relevant participant being reduced by such
number of Shares determined by the Board equal
to the aggregate exercise price (if any) in respect
of those Share Rights.
•
Shares issued under the Plan
›
Shares that are registered or allocated (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
receive dividends and bonus shares and to
participate in rights issues.
›
A participant may only participate in a new
issue of Shares or other securities to holders
of Shares if Shares have been allocated to
the participant and registered or allocated
(as applicable) in the name of the participant
in accordance with the Plan rules before the
record date for determining entitlements to
the issue.
›
Shares allocated to a participant following
exercise of their Share Rights will not be
subject to any further restrictions on dealing,
other than to the extent prohibited by the
Freelancer Securities Trading Policy.
•
Cessation of employment – If a participant
ceases their employment with the Group
before the end of the Performance Period, their
unvested Share Rights will ordinarily lapse
(unless otherwise determined by the Board).
However, if a participant ceases employment
with the Group due to a ‘Good Leaver Event’ and
at least six months of the Performance Period
has elapsed at that time, a pro rata number
of their unvested Share Rights (based on the
portion of the Performance Period that has
elapsed as at that time) will generally be retained
and will be tested following the end of the
Performance Period in accordance with the Plan.
A ‘Good Leaver Event’ means death, permanent
disablement, retirement, redundancy (as those
terms are defined in the Plan) or such other
circumstances that result in a participant leaving
the employment of the Group and that the Board
determines is a Good Leaver Event. The Board
retains the discretion to determine a different
treatment of any unvested Share Rights. If prior
to cessation of employment, the participant
held any exercisable Share Rights, then subject
to the Plan rules, the relevant exercise period,
in respect of those Share Rights will end on the
earlier of (i) the date that is three months (or
other such period as determined by the Board)
following the date of the participant’s cessation
of employment or the date on which those Share
Rights become vested Share Rights; or (ii) the
expiry date.
•
Lapsing of Share Rights – The Board may
determine that some or all of a participant’s
Share Rights (whether vested or unvested) lapse,
if a participant:
–
commits any act of fraud or defalcation or gross
misconduct in relation to the affairs of any
Group Company;
–
materially breaches their obligations to the Group
Companies, including by failing to comply with a
Group Company’s policies;
–
hedges the value of, or enter into a derivative
arrangement in respect of, any unvested Share
Rights; or
–
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.
FREELANCER LIMITED ANNUAL REPORT
093
NOTES TO THE FINANCIAL STATEMENTS
The Plan rules contain other circumstances
where such Share Rights may lapse. In addition,
the Board may determine in the above and other
circumstances that any Shares acquired by (or
cash paid to) a participant following the vesting
of Share Rights for the after tax value of the
Share Rights at the time they converted into
Shares (or at such other time determined by the
Board) be paid to the Company.
•
No transfer – Except in respect of the
transmission of a Share Right to a participant's
legal representative upon death or legal
incapacity, and unless the Board determines
otherwise, a participant may not dispose of or
otherwise deal with (including by granting any
security interest over) a Share Right.
•
Change of control – If a Change of Control Event
occurs, or the Board determines that such may
occur, the Board has the discretion to determine
that any one or more of the following apply:
–
the Performance Criteria applicable to some or all
unvested Share Rights will be assessed as at a
date determined by the Board or are waived;
–
the exercise period in respect of some or all
Share Rights that are or become vested Share
Rights (including as a result of the exercise of the
Board’s discretion above) is abridged to end on a
date determined by the Board (subject to earlier
lapse in accordance with the Plan rules);
–
some or all Share Rights are to be replaced by
rights to shares of the new controlling company
on substantially the same terms and subject
to substantially the same conditions as the
Share Rights with any appropriate amendments,
including to Performance Criteria;
–
some or all unvested Share Rights lapse as at a
date determined by the Board.
•
Reorganisation of Capital and Bonus Issues
– In the event of any reorganisation of the
share capital of the Company (including any
sub-division, consolidation, reduction or return
of the share capital of the Company), the
number of Share Rights, and/or the number of
Shares subject to the Share Rights, and/or the
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
the time of the reorganisation. If the Company
makes a bonus issue of Shares to existing
holders of Shares (other than an issue of Shares
in lieu or in satisfaction of dividends or by way
of dividend reinvestment) and no Share has
been issued in respect of a Share Right before
the record date for determining entitlements to
the bonus issue, then the number of underlying
Shares over which the Share Right is convertible
will be increased by the number of Shares
which the participant would have received if
the participant had exercised the Share Right
before the record date for the bonus issue. No
adjustment will be made to the exercise price.
•
Plan Trustee – The Plan may be administered
in conjunction with an employee share trust,
the trustee of which may acquire Shares for the
purposes of transfer to Participants or to be held
for Participants (whether on an unallocated and/
or allocated basis). The transfer of a Share by
the trustee of such a trust to a Participant, or the
allocation of a Share in the Participant’s name
which continues to be held by the trustee for
that Participant, will satisfy the obligation of the
Company to allocate a Share to the Participant
under the Plan.
•
Other – The Plan will be administered by the
Board, which has broad powers in respect of the
Plan including to exercise discretions, amend
the Plan rules or any offer letter at any time
in any manner the Board thinks fit (subject to
prescribed limitations in the Plan rules) and/or
to waive any terms or conditions (including any
Performance Criteria / vesting conditions) in
relation to any Share Rights.
•
Foreign participants – The Board may adopt
amended rules of the Plan applicable in any
jurisdiction under which Share Rights are offered
under the Plan and the way in which the Plan
is operated may be subject to additional or
modified terms, having regard to any securities,
exchange control or taxation laws or regulations
or similar factors that may apply to a Participant
or to any member of the Group in relation to the
Share Rights or any of the provisions of the Plan.
094
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
(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:
Grant date
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
2024
19 February 2020
$0.47
440,539
-
-
(440,539)
-
-
-
2 March 2020
$0.45
200,000
-
-
(200,000)
-
-
-
11 December 2020
$0.52
38,462
-
-
(38,462)
-
-
-
14 April 2021
$0.62
120,000
-
-
(120,000)
-
-
-
28 May 2021
$0.95
10,527
-
-
(10,527)
-
-
-
Total
809,528
-
-
(809,528)
-
-
-
2023
18 October 2018
$0.53
200,000
-
-
(200,000)
-
-
-
20 February 2019
$0.70
407,226
-
-
(407,226)
-
-
-
19 February 2020
$0.47
440,539
-
-
-
440,539
176,216
264,323
2 March 2020
$0.45
200,000
-
-
-
200,000
80,000
120,000
11 December 2020
$0.52
38,462
-
-
-
38,462
-
38,462
14 April 2021
$0.62
120,000
-
-
-
120,000
84,000
36,000
28 May 2021
$0.95
10,527
-
-
-
10,527
-
10,527
18 October 2018
$0.53
200,000
-
-
(200,000)
-
-
-
Total
1,416,754
-
-
(607,226)
809,528
340,216
469,312
All Eligible Employees who accepted an offer of ESP
shares were given an interest free loan from the
Company to finance the whole of the purchase of the
ESP shares they were invited to apply for (ESP Loan).
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.
The assessed weighted average fair value at grant
date of the effective share options granted during
the financial year is n/a (2023: n/a) . Options were
priced 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.
FREELANCER LIMITED ANNUAL REPORT
095
NOTES TO THE FINANCIAL STATEMENTS
(b) LTIP share option grants
Set out below are summaries of LTIP options granted, issued and that have balances or movement during the
year under the plan:
Grant date
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
2024
22 October 2021
13,889
-
-
(13,889)
-
-
-
28 August 2023
357,226
-
-
-
357,226
267,920
89,306
Total
371,115
-
-
(13,889)
357,226
267,920
89,306
2023
22 October 2021
63,889
-
-
(50,000)
13,889
-
13,889
21 December 2021
13,699
-
-
(13,699)
-
-
-
28 August 2023
-
357,226
-
-
357,226
357,226
-
Total
77,588
357,226
-
(63,699)
371,115
357,226
13,889
The assessed weighted average fair value at grant
date of the effective Share Rights granted during the
financial year is nil (2023: $0.19). Options were priced
using a Black-Scholes option pricing model that takes
into account the exercise price, the term of the Share
Rights, the impact of dilution, the share price at grant
date and expected price volatility of the underlying
share, the expected dividend yield and the risk free
interest rate for the term of the option. The expected
price volatility of the Company’s shares is based
on the historical volatility of ASX listed companies
considered to be comparable to Freelancer Limited.
(c) LTIP share option grants in subsidiary
(Payments Pty Ltd)
Set out below are summaries of LTIP options granted, issued and that have balances or movement during
the year under the plan:
Grant date
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
2024
16 November 2021
$0.0576
10,500,000
-
-
(500,000)
10,000,000
4,000,000
6,000,000
Total
10,500,000
-
-
(500,000)
10,000,000
4,000,000
6,000,000
2023
16 November 2021
$0.0576
15,000,000
-
-
(4,5000,000)
10,500,000
7,450,000
3,050,000
Total
15,000,000
-
-
(4,5000,000)
10,500,000
7,450,000
3,050,000
Options were priced using a Black-Scholes option pricing
model that takes into account the exercise price, the term
of the Share Rights, the impact of dilution, the market
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 subsidiary’s shares is based on the
historical volatility of ASX listed companies considered to
be comparable to Payments Pty Ltd.
096
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
25. Related party transactions
(a) Parent entity
Freelancer Limited is the parent entity and ultimate
controlling entity.
(b) Interests in controlled entities
Interests in subsidiaries are set out in Note 28.
(c) Transactions with key management personnel
Disclosures relating to key management personnel are
set out in Note 20 and the Remuneration Report.
(d) Transactions with related parties
Receivable from and payable to related parties
There were no receivables from or payable to related
parties at reporting date in relation to transactions
with related parties detailed above.
Loans to/from related parties
There were no loans to or from related parties at the
reporting date.
Terms and conditions
All transactions were made on normal commercial
terms and conditions and at market rates.
26. Parent entity information
The financial information for the parent entity,
Freelancer Limited has been prepared on the same
basis as the consolidated financial statements, except
as set out below.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost
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
Freelancer Limited and its wholly-owned Australian
entities have elected to form an income tax
consolidated group.
Freelancer Limited (as the head entity) and its
wholly-owned Australian entities (as members of the
Freelancer income tax consolidated group) account for
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
taxpayer in its own right.
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
the parent entity.
2024
$000
2023
$000
Statement of comprehensive income
(Loss) after tax
(75)
(1,126)
Total comprehensive (loss) / profit
(75)
(1,126)
Statement of financial position
Current assets
834
9,315
Non-current assets
35,432
30,259
Total assets
36,266
39,574
Current liabilities
69
3,319
Non-current liabilities
-
-
Total liabilities
69
3,319
Net assets
36,197
36,255
Contributed equity
38,918
38,918
Reserves
1,015
1,121
Accumulated losses
(3,736)
(3,784)
Total equity
36,197
36,255
FREELANCER LIMITED ANNUAL REPORT
097
NOTES TO THE FINANCIAL STATEMENTS
Contingent liabilities
The parent entity had no contingent liabilities at
31 December 2024 and 31 December 2023.
Capital commitments
The parent entity had no capital commitments as
at 31 December 2024 and 31 December 2023.
Material accounting policy information
The accounting policies of the parent entity are
consistent with those of the Group, except for
investments in subsidiaries which are accounted
for at cost, less any impairment.
27. Business Combinations
A business combination occurs where an acquirer
gains control over one or more businesses. Business
combinations are accounted for by applying the
acquisition method, unless it is a combination
involving entities or businesses under common
control. The acquisition is recognized from the date
control is obtained, with the fair value of identifiable
assets acquired and liabilities assumed (including
contingent liabilities) recorded, subject to certain
limited exceptions.
When measuring the consideration transferred in the
business combination, any asset or liability resulting
from a contingent consideration arrangement is also
included. Subsequent to initial recognition, contingent
consideration classified as equity is not remeasured
and its subsequent settlement is accounted for within
equity. Contingent consideration classified as an asset
or liability is remeasured each reporting period to fair
value, recognising any change to fair value in profit or
loss, unless the change in value can be identified as
existing at acquisition date.
All transaction costs incurred in relation to the
business combination are expensed to the
statement of profit or loss and comprehensive
income. The acquisition of a business may result
in the recognition of goodwill or a gain from a
bargain purchase.
098
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
28. Interests in controlled entities
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries
of Freelancer Limited in accordance with the accounting policy described in Note 32:
Country of
Incorporation
Percentage
Owned (%)
2024
Percentage
Owned (%)
2023
Subsidiaries of Freelancer Limited:
Freelancer International Pty Ltd
Australia
100
100
Freelancer Technology Pty Ltd
Australia
100
100
Freelancer India Pty Ltd
Australia
100
100
Warrior Forum Pty Ltd
Australia
100
100
Warrior Technology Pty Ltd
Australia
100
100
Payments Pty Ltd
Australia
100
100
Payments International Pty Ltd
Australia
100
100
Payments Australia Pty Ltd
Australia
100
100
Payments IP Pty Ltd
Australia
100
100
StartCon Pty Ltd
Australia
100
100
Loadshift Holdings Pty Ltd **
Australia
60
53
Loadshift Technology Pty Ltd **
Australia
60
53
Loadshift Pty Ltd **
Australia
60
53
Photo Anywhere Holdings Pty Ltd
Australia
100
100
Photo Anywhere Pty Ltd
Australia
100
100
Photo Anywhere Technology Pty Ltd
Australia
100
100
Freelancer Networks (Canada), Inc.
Canada
100
100
Freelancer Outsourcing, Inc.
Canada
100
100
Canadian Payments, Inc
Canada
100
100
Freelancer.com Pte Limited
Singapore
100
100
Freelancer International GmbH
Switzerland
100
100
Freemarket (Switzerland) GmbH
Switzerland
100
100
Freelancer Online India Private Limited
India
100
100
Freelancer.com Philippines, Inc.
Philippines
100
100
Freelancer Outsourcing UK Limited
United Kingdom
100
100
Internet Escrow Services UK Limited
United Kingdom
100
100
Freelancer (Shanghai) Information Technology Co., Ltd.
China
100
100
Westmor Management, Inc. *
United States
100
100
Escrow.com, Inc. *
United States
100
100
EC Services Corporation*
United States
100
100
Internet Escrow Services, Inc. *
United States
100
100
Freightlancer, Inc. **
United States
60
53
* Escrow.com group
** Loadshift group
FREELANCER LIMITED ANNUAL REPORT
099
NOTES TO THE FINANCIAL STATEMENTS
29. Events occurring after the reporting date
There are no other matters or circumstances that
have arisen since 31 December 2024 that have
significantly affected, or may significantly affect:
•
the aggregated entity’s operations in the future
financial years, or
•
the results of those operations in future financial
years, or
•
the aggregated entity’s state of affairs in the
future financial affairs.
30. Reconciliation of loss after tax to net cash flow from operating activities
2024
$000
2023
$000
(Loss) / Profit for the year
(814)
189
Non-cash items in operating (loss) / profit:
Depreciation and amortisation
4,661
4,733
Share based payments expense
94
115
Net exchange differences
1,950
339
Changes in operating assets and liabilities:
Decrease in trade and other receivables
2,226
815
Decrease in deferred tax assets
114
1,069
Decrease / (Increase) in other assets
36
(446)
(Decrease) in trade and other creditors
(1,543)
(3,522)
(Decrease) in provision for income tax
(6)
(15)
(Decrease) in deferred tax liabilities
(750)
(1,245)
Increase / (Decrease) in provisions for employee benefits
72
163
(Decrease) / Increase in other provisions
(194)
2
Net cash inflow / (outflow) from operating activities
5,846
1,871
Non cash information
During the period, the group recognised $1.31 million of interest charge relating to rent under AASB 16: Leases.
100
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
31. Earnings per share (EPS)
Basic earnings per share
Basic earnings per share is calculated by dividing:
•
the profit attributable to owners of the Company,
excluding any costs of servicing equity other
than ordinary shares
•
by the weighted average number of ordinary
shares outstanding during the financial year,
adjusted for bonus elements in ordinary
shares issued during the year and excluding
treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account:
•
the after income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares, and
•
the weighted average number of shares
assumed to have been issued for no
consideration in relation to dilutive potential
ordinary shares.
2024
Cents
2023
Cents
(a) Basic earnings per share
From operations attributable to the ordinary equity of the Company
(0.18)
0.04
Total basic earnings per share attributable to the ordinary equity holders of the Company
(0.18)
0.04
(b) Diluted earnings per share
From operations attributable to the ordinary equity of the Company
(0.18)
0.04
Total basic earnings per share attributable to the ordinary equity holders of the Company
(0.18)
0.04
(c) Reconciliation of earnings used in calculating earnings per share
$000
$000
Basic earnings per share:
(Loss) / Profit from continuing operations
(814)
189
Diluted earnings per share:
(Loss) / Profit attributable to the ordinary equity holders of the Company
(814)
189
2024
Shares
2023
Shares
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in calculating basic earnings per share
450,914,882
450,914,882
Adjustments for calculation of ordinary shares used
in calculating diluted earnings per share:
ESP shares
346,455
1,060,737
Share grants
-
Weighted average number of ordinary shares used
in calculating diluted earnings per share
451,261,337
451,975,619
ESP shares and
share grants
(e) Information on the classification of securities
ESP shares granted to employees under the ESP and
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
Note 24.
FREELANCER LIMITED ANNUAL REPORT
101
NOTES TO THE FINANCIAL STATEMENTS
32. Other material accounting policy information
(a) Principles of consolidation
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.
The assets, liabilities and results of all subsidiaries
are fully consolidated into the financial statements
of the Group from the date on which control is
obtained by the Group. The consolidation of a
subsidiary is discontinued from the date that control
ceases. Intercompany transactions, balances and
unrealised gains or losses on transactions between
group entities are fully eliminated on consolidation.
Accounting policies of subsidiaries have been
changed and adjustments made where necessary to
ensure uniformity of the accounting policies adopted
by the Group.
Equity interests in a subsidiary not attributable,
directly or indirectly, to the Group are presented
as “non-controlling interests”. The Group initially
recognises non-controlling interests that are present
ownership interests in subsidiaries and are entitled to
a proportionate share of the subsidiary’s net assets on
liquidation at either fair value or at the non- controlling
interests’ proportionate share of the subsidiary’s
net assets. Subsequent to initial recognition,
non-controlling interests are attributed their share
of profit or loss and each component of other
comprehensive income. Non-controlling interests
are shown separately within the equity section of
the statement of financial position and statement of
comprehensive income.
(b) Goods and Services Tax (GST) and Valued
Added Tax (VAT)
Revenues, expenses and assets are recognised net
of the amount of associated GST and VAT, except
where the amount of GST and VAT incurred is not
recoverable from the relevant taxation authority. In these
circumstances, the GST and VAT is recognised as part of
the cost of acquisition of the asset or as part of an item
of the expense. Receivables and payables are stated
inclusive of the amount of GST and VAT receivable or
payable. The net amount of GST and VAT recoverable
from, or payable to, the relevant taxation authority
is included with other receivables or payables in the
statement of financial position.
Cash flows are presented in the cash flow statement
on 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.
(c) Research & development
Costs relating to research and development of new
software products are expensed as incurred until
technological feasibility in the form of a working
model has been established. At such time costs may
be capitalised, subject to recoverability. Software
development costs incurred subsequent to the
establishment of technological feasibility have not
been significant, and the Group has not capitalised
any software development costs to date.
(d) Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each of the Group entities
is measured using the currency of the primary
economic environment in which that entity operates.
The consolidated financial statements are presented
in Australian dollars, which is the parent entity’s
functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into
functional currency using the exchange rates prevailing
at the date of the transaction. Foreign currency
monetary items are translated at the period-end
exchange rate. Non-monetary items measured at
historical cost continue to be carried at the exchange
rate at the date of the transaction. Non-monetary items
measured at fair value are reported at the exchange rate
at the date when fair values were determined.
Exchange differences arising on the translation of
monetary items are recognised in the profit or loss,
except where deferred in equity as a qualifying cash flow
or net investment hedge.
Exchange differences arising on the translation of
non-monetary items are recognised directly in other
comprehensive income to the extent that the underlying
gain or loss is recognised in other comprehensive
income; otherwise the exchange difference is recognised
in profit or loss.
102
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
Group companies
The financial results and position of foreign
operations whose functional currency is different
from the Group’s presentation currency is translated
as follows:
•
Assets and liabilities are translated at period end
exchange rates prevailing at that reporting date.
•
Income and expenses are translated at average
exchange rates for the period.
•
Retained earnings are translated at the exchange
rates prevailing at the date of the transaction.
Exchange differences arising on translation of
foreign operations with functional currencies other
than Australian dollars are recognised in other
comprehensive income and included in the foreign
currency translation reserve in the statement of
financial position. The cumulative amount of these
differences is reclassified into profit or loss in the
period in which the operation is disposed of.
(e) Impairment of assets
At the end of each reporting date, the Group reviews
the carrying values of its tangible and intangible
assets to determine whether there is any indication
that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset,
being the higher of the asset’s fair value less costs
to sell and value in use, is compared to the asset’s
carrying value. Any excess of the asset's carrying
value over its recoverable amount is recognised
immediately in the profit or loss.
Impairment testing is performed annually for goodwill
and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates
the recoverable amount of the cash generating unit to
which the asset belongs.
(f)
Comparative figures
When required by Accounting Standards, comparative
figures have been adjusted to conform to changes in
presentation for the current financial year.
Where the Group has retrospectively applied an
accounting policy, made a retrospective restatement
or reclassified items in its financial statements, an
additional statement of financial position as at the
beginning of the earliest comparative period will
be disclosed.
(g) Critical accounting estimates and judgments
The directors assess estimates and judgements
incorporated in the financial report based on historical
experience and the best available current information.
These estimates reflect a reasonable expectation
of future events, informed by current trends and
economic data, sourced both externally and within the
Group. By their nature, accounting estimates rarely
align precisely with actual results. The estimates and
judgments that carry a significant risk of materially
impacting the carrying amounts of assets and
liabilities in the next financial year are detailed below.
Business Combinations
Following the guidance in AASB 3: Business
Combinations, the Group has made assumptions
and estimates to determine the purchase price of
businesses acquired as well as its allocation to
acquired assets and liabilities. To do so, the Group
is required to determine at the acquisition date
fair value of the identifiable net assets acquired,
including intangible assets such as brand, customer
relationships and liabilities assumed. Goodwill is
measured as the excess of the fair value of the
consideration transferred including the recognised
amount of any non-controlling interest over the
net recognised amount of the identifiable assets
and liabilities.
The assumptions and estimates made by the Group
have an impact on the asset and liability amounts
recorded in the financial statements. In addition, the
estimated useful lives of the acquired amortisable
assets, the identification of intangible assets and the
determination of the indefinite or finite useful lives of
intangible assets acquired will have an impact on the
Group’s future profit or loss.
Impairment of intangible assets
The Group assesses impairment at each reporting
date by evaluating conditions specific to the group
that may lead to impairment of assets. Where an
impairment trigger exists, the recoverable amount of
the asset is determined. Value-in- use calculations
performed in assessing recoverable amounts
incorporate a number of key estimates. During the
year ended 31 December 2024, 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 2024 of
$34.1 million (2023: $34.1 million).
FREELANCER LIMITED ANNUAL REPORT
103
NOTES TO THE FINANCIAL STATEMENTS
Provisions for doubtful accounts and transaction losses
Provision is made in respect of the Group’s best
estimate of doubtful accounts and transaction losses
based on historical experience.
Share based payments
The Group measures the cost of equity settled
transactions with employees by reference to the
fair value of the equity instruments at the date at
which they are granted. The fair value is determined
with the assistance of an external valuation with the
assumptions detailed in Note 24. The accounting
estimates and assumptions relating to equity settled
share based payments would have no impact on
the carrying amounts of assets and liabilities within
the next annual reporting period but may impact
expenses 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
other jurisdictions where it operates. 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
interpretation of applicable 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.
Deferred tax assets
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses as
management considers that it is probable that
future taxable profits will be available to utilise
those temporary differences and unused tax losses.
Significant management judgement is required to
determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the
level of future taxable profits.
Trust assets and liabilities
The Group’s Online Payments segment, namely
the business of Escrow.com, is a regulated entity
that holds funds on behalf of its users in trust bank
accounts. At 31 December 2024 the cash balance
in trust amounted to A$34.2 million (2023: A$38.3
million), 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 2024.
104
FREELANCER LIMITED ANNUAL REPORT
2024
NOTES TO THE FINANCIAL STATEMENTS
Entity type
Country of
Incorporation
Ownership
interest (%)
Tax residency
Freelancer International Pty Ltd
Body corporate
Australia
100
Australia
Freelancer Technology Pty Ltd
Body corporate
Australia
100
Australia
Freelancer India Pty Ltd
Body corporate
Australia
100
Australia
Warrior Forum Pty Ltd
Body corporate
Australia
100
Australia
Warrior Technology Pty Ltd
Body corporate
Australia
100
Australia
Payments Pty Ltd
Body corporate
Australia
100
Australia
Payments International Pty Ltd
Body corporate
Australia
100
Australia
Payments Australia Pty Ltd
Body corporate
Australia
100
Australia
Payments IP Pty Ltd
Body corporate
Australia
100
Australia
StartCon Pty Ltd
Body corporate
Australia
100
Australia
Loadshift Holdings Pty Ltd **
Body corporate
Australia
60
Australia
Loadshift Technology Pty Ltd **
Body corporate
Australia
60
Australia
Loadshift Pty Ltd **
Body corporate
Australia
60
Australia
Photo Anywhere Holdings Pty Ltd
Body corporate
Australia
100
Australia
Photo Anywhere Pty Ltd
Body corporate
Australia
100
Australia
Photo Anywhere Technology Pty Ltd
Body corporate
Australia
100
Australia
Freelancer Networks (Canada), Inc.
Body corporate
Canada
100
Canada
Freelancer Outsourcing, Inc.
Body corporate
Canada
100
Canada
Canadian Payments, Inc
Body corporate
Canada
100
Canada
Freelancer.com Pte Limited
Body corporate
Singapore
100
Singapore
Freelancer International GmbH
Body corporate
Switzerland
100
Switzerland
Freemarket (Switzerland) GmbH
Body corporate
Switzerland
100
Switzerland
Freelancer Online India Private Limited
Body corporate
India
100
India
Freelancer.com Philippines, Inc.
Body corporate
Philippines
100
Philippines
Freelancer Outsourcing UK Limited
Body corporate
100
United Kingdom
Internet Escrow Services UK Limited
Body corporate
100
United Kingdom
Freelancer (Shanghai) Information
Technology Co., Ltd.
Body corporate
China
100
China
Westmor Management, Inc.
Body corporate
United States
100
United States
Escrow.com, Inc.
Body corporate
United States
100
United States
EC Services Corporation
Body corporate
United States
100
United States
Internet Escrow Services, Inc.
Body corporate
United States
100
United States
Freightlancer, Inc.
Body corporate
United States
60
United States
Freelancer Limited (the ‘head entity’) and its
wholly-owned Australian subsidiaries have formed
an income tax consolidated group under the tax
consolidation regime
Loadshift Holdings Pty Ltd (the ‘head entity’) and its
wholly-owned Australian subsidiaries have formed
an income tax consolidated group under the tax
consolidation regime
Westmor Management, Inc. has made an Affiliated
Group Election for filing a consolidated tax return
for its 100% owned US subsidiaries.
33. Consolidated entity disclosure statement
For the year ended
31 December 2024
United Kingdom
United Kingdom
FREELANCER LIMITED ANNUAL REPORT
105
NOTES TO THE FINANCIAL STATEMENTS
In the Directors’ opinion:
(a) the financial statements and notes of the consolidated entity set out on pages 60 to 105
are in accordance with the Corporations Act 2001, the Australian Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting
requirements:
(b) Note 2(a) confirms that the financial statements comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board;
(c)
the financial statements and notes of the consolidated entity set out on pages 60 to 105
give a true and fair view of the consolidated entity's financial position as at 31 December
2024 and of its performance for the financial year ended on that date;
(d) at the date of this declaration, 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
(e) the information disclosed in the consolidated entity disclosure statement set out on
page 105 is true and correct.
The Directors have been given the declarations required by section 295A of the
Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the directors
Matt Barrie
Chairman
26 February 2025
Sydney
Directors' Declaration
106
FREELANCER LIMITED ANNUAL REPORT
2024
DIRECTORS' DECLARATION
INDEPENDENT AUDITOR’S REPORT
FREELANCER LIMITED ANNUAL REPORT
107
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
108
FREELANCER LIMITED ANNUAL REPORT
2024
INDEPENDENT AUDITOR’S REPORT
FREELANCER LIMITED ANNUAL REPORT
109
INDEPENDENT AUDITOR’S REPORT
55
59
110
FREELANCER LIMITED ANNUAL REPORT
2024
INDEPENDENT AUDITOR’S REPORT
FREELANCER LIMITED ANNUAL REPORT
111
INDEPENDENT AUDITOR’S REPORT
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 20 March 2025.
Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B
of the Corporations Act 2001 are:
Number
of Shares
Robert Matthew Barrie
196,833,762
Simon Clausen and Startive Holdings Limited and its related bodies
160,500,000
Top 20 Shareholders
as at 20 March 2025
Rank
Name
Number of ordinary shares held
% of ordinary shares held
1
MATT BARRIE
191,435,150
42.4%
2
CITICORP NOMINEES PTY LIMITED
168,167,945
37.3%
3
BNP PARIBAS NOMS
15,522,618
3.4%
4
BNP PARIBAS NOMINEES PTY LTD
11,306,308
2.5%
5
MR DARREN WILLIAMS
10,605,660
2.4%
6
HSBC CUSTODY NOMINEES
5,302,032
1.2%
7
JOHN GORDON PHIPPS &
3,145,760
0.7%
8
J P MORGAN NOMINEES AUSTRALIA
3,029,194
0.7%
9
CUSTODIAL SERVICES LIMITED
2,844,730
0.6%
10
TAIPAN INVESTMENT MANAGEMENT
2,547,669
0.6%
11
MR RODNEY JOHN SELLICK
1,109,833
0.2%
12
DUNRAY NOMINEES PTY LTD
1,100,000
0.2%
13
MR CRAIG RONALD TINDALE &
1,100,000
0.2%
14
INFILSEC PTY LTD
978,727
0.2%
15
INFILSEC PTY LIMITED
918,121
0.2%
16
ASB NOMINEES LIMITED
849,300
0.2%
17
HUNO PTY LTD
810,063
0.2%
18
MAROBAR HOLDINGS PTY
789,500
0.2%
19
MR GREGORY JAMES WARD
726,112
0.2%
20
MR MICHAEL JOHN RUHFUS
694,831
0.2%
Total Top 20
422,983,553
93.7%
Total Remaining
28,288,555
6.3%
112
FREELANCER LIMITED ANNUAL REPORT
2024
ADDITIONAL ASX INFORMATION
Total of Securities
451,272,108
Analysis of Holdings
as at 20 March 2025
Holdings Ranges
Holders
Total Units
1–1,000
474
257,221
1,001–5,000
619
1,750,353
5,001–10,000
197
1,507,312
10,001–100,000
292
9,254,198
100,001–9,999,999,999
85
438,503,024
Totals
1,667
451,272,108
Restricted securities
as at 20 March 2025
Class of restricted securities
Nature of restriction
Number of Shares
LTIP share options
Various dates ending no later than 27 August 2027
357,226
Total securities subjected to trading restrictions
357,226
Voting Rights
The voting rights attaching to ordinary shares,
set out in the Company’s Constitution are:
(a) at meetings of members, each member is
entitled to vote in person or by proxy, attorney
or representative; and
(b) on a show of hands, every person present who
is a member has one vote, and on a poll every
member present has a vote for each fully paid
share owned.
There are no voting rights attached to unlisted
options, voting rights will be attached to unlisted
ordinary shares once issued and to options
upon exercise.
On-market Buy Back
There is no current on-market buy back.
FREELANCER LIMITED ANNUAL REPORT
113
ADDITIONAL ASX INFORMATION
Company Directors
Mr Robert Matthew Barrie
–
Chairman and Chief Executive Officer
Mr Darren Nicholas John Williams
–
Non-Executive Director
Mr Simon Alvin Clausen
–
Non-Executive Director
Mr Patrick Grove
(Appointed 5 June 2024)
–
Non-Executive Director
Mr Craig Scroggie
(Appointed 1 August 2024)
–
Non-Executive Director
Company Secretary
Mr Neil Leonard Katz
Registered Office
Level 37
Grosvenor Place
225 George Street
Sydney NSW 2000
Telephone: +61 (02) 8599 2700
Share Registry
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) (OTC:FLNCF)
Corporate
Directory
FREELANCER LIMITED ANNUAL REPORT
2024
114