Freelancer Limited Directors’ Report `Freelancer Limited ACN 141 959 042 Financial Report and Directors’ Report For the year ended 31 December 2015 Lodged with the ASX under Listing Rule 4.5 FREELANCER LIMITED 2016 FINANCIAL REPORT 1 Freelancer Limited Directors’ Report Contents Page Directors’ Report ............................................................................................................................................................. 3 Review of operations ....................................................................................................................................................... 4 Remuneration Report .................................................................................................................................................... 11 Auditor’s Independence Declaration ............................................................................................................................. 15 Consolidated Statement of Profit or Loss and Other Comprehensive Income .............................................................. 16 Consolidated Statement of Financial Position ............................................................................................................... 17 Consolidated Statement of Changes in Equity .............................................................................................................. 18 Consolidated Statement of Cash Flows ........................................................................................................................ 19 Notes to the financial statements .................................................................................................................................. 20 Directors’ Declaration .................................................................................................................................................... 52 Independent Auditor’s Report ........................................................................................................................................ 53 Corporate Directory ....................................................................................................................................................... 58 FREELANCER LIMITED 2016 FINANCIAL REPORT 2 Freelancer Limited Directors’ Report Directors’ Report Your Directors submit the financial report of Freelancer Limited (the Company) for the year ended 31 December 2016. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows. Directors The names and particulars of the directors of the Company during or since the end of the financial year (Directors) are: Matt Barrie • Founder and Executive Chairman of the Company. Executive Chairman (appointed • Serial entrepreneur with extensive experience and knowledge in the technology 10 April 2010) sector. Previously co-founded and was CEO of Sensory Networks Inc., a vendor of high performance network security processors, which was acquired by Intel BE (Hons I) BSc (Hons I) Corporation Inc. in 2013. GDipAppFin MAppFin MSEE • Formerly Adjunct Associate Professor at the Department of Electrical and (Stanford) GAICD SEP FIEAust Information Engineering at the University of Sydney. Co-author of over 20 US patent applications. • Qualifications include first class honours degrees in Electrical Engineering and Computer Science from the University of Sydney, Masters in Applied Finance from Macquarie University, Masters in Electrical Engineering from Stanford, California, Graduate of the Stanford Executive Program at the Graduate School of Business, Fellow of the Institute of Engineers Australia and Councillor of the Electrical and Information Engineering Foundation at the University of Sydney. • Relevant interest in 201,435,285 fully paid ordinary shares, including a relevant interest in 9,471,826 fully paid ordinary shares by virtue of having a voting power of over 20% in the Company, which has a relevant interest as a result of trading restrictions over shares issued under the Employee Share Plan. • Beneficial interest in 191,963,459 fully paid ordinary shares (representing 42.0% of issued capital). • Member of the Nomination and Remuneration Committee and Audit Committee. Darren Williams • Non-Executive Director of Company. Was the Chief Technology Officer and Non-Executive Director from 1 Executive Director of the Company until 31 October 2015. November 2015. Executive • Extensive experience in computer security, protocols, networking and software. Director until 31 October 2015 Previously co-founded and was CTO (and subsequently CEO) of Sensory (appointed 10 April 2010) 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 BSc (Hons I) PhD (Computer and networking Science) • 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 11,127,165 fully paid ordinary shares (representing 2.4% of issued capital). • Member of the Nomination and Remuneration Committee and Audit Committee. Simon Clausen • Founding investor and Non-Executive Director of the Company. Non-Executive Director • Extensive experience in operating and investing in high growth technology (appointed 10 April 2010) businesses in both Australia and the United States. Previously founded and was CEO of WinGuides, which later became PC Tools and 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. Other directorships include LatAm Autos Limited since 2014. • Relevant interest in 166,538,289 fully paid ordinary shares, including a relevant interest in 9,871,826 fully paid ordinary shares by virtue of having a voting power of over 20% in the Company, which has a relevant interest as a result of trading restrictions over shares issued under the Employee Share Plan. • Beneficial interest in 156,666,463 fully paid ordinary shares (representing 34.1% of issued capital). • Member of the Nomination and Remuneration Committee and Audit Committee. FREELANCER LIMITED 2016 FINANCIAL REPORT 3 Freelancer Limited Directors’ Report Company Secretary Mr Neil Katz held the position of Company Secretary during and at the end of the financial year (appointed 9 March 2012). He has been with the Group since 2009 and is also the Chief Financial Officer. Principal activities The principal activity of the consolidated entity (the Group) during the financial year was the provision of an online outsourcing marketplace and escrow payment services. There were no other significant changes in the nature of the principal activities during the financial year. Review of operations The Group’s loss attributable to equity holders of the Company, after providing for income tax, improved to $1,173,000 (2015 loss: $2,805,000). Key Performance Highlights FY16 FY15 % Change Year ended 31 December $m $m Financial metrics: Gross Payment Volume1 666 229 190% Net Revenue2 52.7 38.6 37% Gross Profit 45.6 33.5 36% Gross margin (%) 86.4% 86.7% nm Operating EBITDA3 0.5 (2.0) nm Operating EBIT3 (0.3) (2.5) nm Operating NPAT3 0.1 (1.6) nm Operating Cash Flow 4.5 1.5 207% Operational metrics: New Jobs4 (millions) 2.6 1.7 53% Total Jobs Posted (millions) 10.6 8.0 33% New Registered Users (excluding Escrow, millions) 4.6 3.5 31% Total Registered Users5 (millions) 23.3 18.5 26% Notes: 1. Gross Payment Volume (GPV) is calculated as the total payments to Freelancer and Escrow users for products and services transacted through the Freelancer and Escrow websites plus total Freelancer and Escrow revenue. GPV is an unaudited metric. Marketplace segment FY16 GPV A$160.3 million, Payments segment GPV A$505.6 million. GPV excluding Escrow.com for FY16 was $160.3m (up 16% on prior corresponding period “pcp” of $138.2m excluding Escrow.com), Escrow contributed US$376m of GPV, A$506m. 2. Escrow.com contributed to the Company’s results from 1 November 2015. Net Revenue excluding Escrow.com for FY16 was $45.2m (up 23% on pcp). 3. Excludes non-cash share based payments expense of $1,252k in FY16 and $1,164k in FY15. 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. 5. User and project/contest data includes all users and projects/contests from acquired marketplaces. Prior to May 2009, all data is from acquired marketplaces. Includes Escrow.com unique users. The Company experienced outstanding growth in its online businesses in the 12 months ended 31 December 2016 (FY16), resulting in a revenue increase of 37% year on year, 23% excluding the contribution from Escrow.com. In USD constant currency terms (the main operating currency in which 75% of revenue is generated) the group revenue grew at 36% year on year, the fastest since IPO. In FY16 the Freelancer marketplace had 71%, and Escrow 97% of revenue denominated in USD. The Company delivered a positive operating EBITDA of $0.5 million (improved from $(2.0) million in FY15) and despite the increase in expenditure on talent, generated positive operating cash flow of $4.5 million in FY16. In the second half of FY16, significant efficiency gains were achieved in marketing, contributing to the positive result. FREELANCER LIMITED 2016 FINANCIAL REPORT 4 Freelancer Limited Directors’ Report Marketplace Growth The Company’s revenue is primarily generated from new and existing users posting and fulfilling projects and contests in the Freelancer marketplace. In FY16, jobs posted (filtered) grew at the fastest rate since 2010, at 53% year on year. Freelancer’s registered user base (including both employers and freelancers) grew exceptionally well, increasing by 4.6 million new users in FY16, up 31% from FY15 (excluding Escrow.com). Users are acquired from a variety of sources including search engine optimisation (SEO), search engine marketing (SEM), media and public relations work, events, user referrals, competitions, traditional advertising, email marketing and business combinations. The Company’s main user acquisition focus is on attracting new employers, being those users who post projects and contests, and, therefore create demand in the online marketplace. However, the Company also seeks to ensure that there is a sufficient supply of freelancers across regional, language and skill specific segments of the marketplace in order to maximise marketplace liquidity and network effects. Growth was complemented by some small acquisitions during the year, including the Nubelo and Prolancer businesses in Latin America. Employers accomplish work by posting projects or contests into the Freelancer marketplace, or hiring directly via the Company’s freelancer directory. The total number of projects and contests posted on Freelancer.com increased by 2.6 million in FY16 (up 53% from FY15), showing significant growth in the critical element of capturing the intent to have work completed, growing at the fastest rate since 2010. Payments Growth In its Escrow.com business, the company generated user growth of 8.6% in 2016, with an increase in users initiating transactions of 6%. Despite the user growth in 2016, transactions paid decreased 5% which had a negative impact on revenue. Most of this drop is attributed to the high value Chinese domain name market retracting at the start of 2016, which has led to malaise in the general domain name market in the year. The Escrow team’s core focus for the year was to overhaul the processes and systems to prepare the business for scalable growth as detailed below in Key Product & Operational Highlights. Escrow.com also introduced a concierge service to help buyers and sellers of domain names transfer their assets more easily. The fee for providing this service is double the regular escrow fee. In 2016, 5% of domain transactions now use the concierge service. Review of Financial Performance FREELANCER LIMITED 2016 FINANCIAL REPORT 5 Freelancer Limited Directors’ Report Notes: 1. Gross Payment Volume (GPV) is calculated as the total payments to Freelancer or Escrow users for products and services transacted through the Freelancer or Escrow websites plus total Revenue. Based on Freelancer’s unaudited management accounts which have not been subject to an auditor’s review. 2. Take rate for the Marketplace segment is 3% employer commission and 10% freelancer commission, which has not changed since 2010. 3. Escrow FY16 GPV of US$376m, core Freelancer GPV of A$160.3m, average AUDUSD FX of 0.7434= A$666.2m 4. Pro-forma FY15 GPV of A$709.7m / (core Freelancer Net Revenue of A$36.8m + Escrow.com full year 2015 revenue of US$8.1m, average AUDUSD FX of 0.7522) = A$44.8m, = 6.3% The Company achieved Net Revenue of $52.7 million in FY16 (up 37% on the previous corresponding period), and Gross Payment Volume of $666.2 million (up 190% on the previous corresponding period). Revenue excluding Escrow.com amounts to $45.2 million and a 23% growth rate on the previous corresponding period, GPV excluding Escrow.com amounts to $160.3 million and a 16% growth rate on the previous corresponding period. Contributing factors to the growth in Net Revenue for FY16 included both overall growth in marketplace volumes, increased efficiency and quality of the marketplace and increased sales of value added services (non-commission based revenues) which have further boosted the take rate in the core business (with commissions remaining flat on a core basis at 13%). The Company’s gross margin of 86.4% in FY16 remained in line with the previous corresponding period (FY15: 86.7%). The Company’s cost of sales predominantly consists of transaction costs that are incurred from the various gateways relied upon to process user payments, as well as various provisions taken for credit card chargebacks and fraud risks. The cost of sales in the Escrow.com business is higher than in the core Freelancer marketplace business. Operating Performance Expansion of International Offices and Staffing In line with its strategy of reinvesting for top line growth, the Company expanded its international footprint and increased its investment in talent in FY16. In FY16 the Company grew its staff across offices in Sydney, Manila, Vancouver, San Francisco, Buenos Aires and London. During FY16 the Escrow.com office was moved from Southern California to San Francisco. FREELANCER LIMITED 2016 FINANCIAL REPORT 6 Freelancer Limited Directors’ Report Hiring growth was focused on engineering, data science and product management teams. The support function, based in Manila, grew at a slower rate than total headcount, as this team has reached operational scale to support the Company’s operations. NPAT and EBITDA The Company reported an operating net profit after tax of $0.1 million (FY15 Operating NPAT loss: ($1.6) million) and Operating EBITDA of $0.5 million (FY15 Operating EBITDA loss: ($2.0) million). Reported Net Loss After Tax of $1.2 million in FY16 included a tax benefit of $0.3 million (FY15 NPAT: ($2.8) million). Cash Flow and Balance Sheet Strength Despite the increased investment in staff and its international expansion to increase future growth, the Company posted a positive operating cash flow of $4.5 million in FY16 (FY15: $1.5 million). This balances the Company’s aim to maximise re-investment in product development and top-line growth with maintaining a secure and stable balance sheet and P&L. As at 31 December 2016, the Company held cash and equivalents of $34.8 million, providing the Company with sufficient flexibility to pursue further growth via both organic and inorganic channels. Key Product & Operational Highlights In 2016, the Company embarked on a number of key initiatives: Escrow.com Escrow.com released a new mobile responsive and multilingual front end, added new payment methods for international users, and added chat technical support with an average response time of 20 seconds for support queries. Addition of support teams in three more locations (Vancouver, Sydney, Manila). Addition of a processing support team in Sydney. Extension of support hours and new offering of multilingual support. Rollout of support quality assurance globally. Infrastructure and engineering technical work included migration of the technical stack away from legacy infrastructure to AWS (Amazon Web Services)., and deployment of a new public facing website. Escrow.com also deployed a new KYC (know your client) and enhanced AML (anti money-laundering) systems. Escrow.com built a new verification product into the platform which allows users to upload documents and have their identity verified. The majority of applications submitted are processed in under 2 hours. Escrow.com also improved payment processing times to the fastest ever in the company’s history during 2016. Contests Instant chat was released within contest entries, and the user interface overhauled in terms of rating entries and giving feedback. The instant chat function enables faster turnaround time of revisions and comments on contest entries, and increases usability and satisfaction for both employers and freelancers. Increased monetisation has been driven by upsells in the Contest channel – in particular, confidentiality agreements were added as an option. NASA completed several contests related to component, logo and engineering design. The NASA Tournament Lab and Freelancer have teamed up to help crowdsource solutions to the most complex problems being faced by astronauts on the cutting edge of space exploration. The latest set of challenges involves designing a robotic arm for the Astrobee, the next generation of free flying robots on the International Space Station. Mobile Payments were added into the apps, and a separate Local Jobs app was released across both iOS and Android. 79% of projects now touch mobile, memberships have been fully deployed into both Android and iOS, and credit card support has been added to Mobile Web. The Android version of the mobile app has now seen more than one million downloads. Memberships The entire memberships system was completely overhauled and re-deployed. New top tier Professional and Premier plans were launched, designed to help Freelancers win more jobs. FREELANCER LIMITED 2016 FINANCIAL REPORT 7 Freelancer Limited Directors’ Report Payments Payment methods and support was added for more markets, including Chinese Yuan as a supported currency, as well as Chinese payment gateways Alipay and UnionPay, and a range of new gateways across Europe and Canada which included iDEAL (Netherlands), SOFORT Banking (Germany, Austria, Belgium), Giropay (Germany), Interac (Canada), Bancontact / Mister Cash (Belgium), and Dotpay (Poland). A total of eight new currencies were added to bring the total to 28 supported currencies: Chinese Yuan along with Danish Krone, Vietnamese Dong, UAE Dirham, Argentine Peso, Bangladeshi Taka, Colombian Peso and Pakistani Rupee. Also, introduced daily express withdrawals for outbound payments in two new currencies, Vietnamese Dong and the Canadian Dollar. Local jobs Local jobs has seen exceptional performance in key metrics on a global basis. Average number of bids has increased from 2 to 7 globally. The median time to first bid is now 15 minutes globally. Over 60% of local jobs receive a bid within one hour globally. Local jobs also now has a 24/7 customer support team based in our network of offices including Sydney and Manila. International Now across 34 languages on 52 international sites (14 added in FY16), and a significant increase and focus on non- English community content. Messaging Has seen a 48% year-on-year increase in active threads, and launched native audio and video calls. The messaging product adds significant liquidity to the overall website experience. Now 61% of freelancers respond to an employer’s chat message within one hour, globally. Nubelo and Prolancer acquisitions successfully completed Freelancer.com expanded its leadership in the Latin American, Spanish and Portuguese markets by acquiring the Nubelo and Prolancer freelancing marketplaces. This acquisition places Freelancer.com as the dominant leader in the Latin American, Spanish and Portuguese markets, adding 750,000 registered users and 122,000 posted projects to the 1.8 million users and 502,000 projects in these markets already on Freelancer in these markets. StartCon Freelancer successfully hosted Australia's largest start-up and growth conference in Sydney, which is in its seventh year. The conference held in Q4 of 2016, saw huge increases in numbers from 2015 across all aspects of the event, including over 3000 (up 50%) attendees, 102 (up 100%) exhibitors including 52 (up 30%) start-ups in Start-up Alley, 86 (up 30%) start-ups in the pitch competition, and 58 (up 16%) speakers of which 15 (up 50%) were international. Dividends paid or recommended There have been no dividends paid or provided for the financial year ended 31 December 2016 (2015: 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 2016 that has significantly affected, or may significantly affect the Group’s operations in future financial years, the results of those operations in future financial years, or the Group’s state of affairs in future financial years. FREELANCER LIMITED 2016 FINANCIAL REPORT 8 Freelancer Limited Directors’ Report 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. Indemnification of officers and auditors 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 not otherwise, during or since the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. The Company has previously entered into a Deed of Indemnity, Insurance and Access with each of its current Directors: R.M. Barrie, S.A. Clausen and D.N.J. Williams. The purpose of the Deed is to: • confirm and supplement, to the extent permitted by section 199A of the Corporations Act 2001, the indemnity provided by the Company in favour of Directors under the Company’s Constitution; • include an obligation, to the extent permitted by section 199B of the Corporations Act 2001, upon the Company to maintain adequate directors’ and officers’ liability insurance; and • confirm and supplement the right of access to certain documents under the Corporations Act. Rounding off of amounts The Company is an entity to which ASIC Corporations Instrument 2016/191 applies. Accordingly amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated. Meetings of Directors During the financial year five 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 Attended Eligible to Attended Eligible to Attended attend attend attend R.M. Barrie 5 5 2 2 1 1 S.A. Clausen 5 5 2 2 1 1 D.N.J. Williams 5 5 2 2 1 1 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 $47,000 (2015: $24,000). 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 18 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit Committee, for the following reasons: FREELANCER LIMITED 2016 FINANCIAL REPORT 9 Freelancer Limited Directors’ Report • 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. Auditor’s independence declaration The auditor’s independence declaration is included on page 15 and forms part of the Directors’ Report for the year ended 31 December 2016. Shares issued under Employee Share Plan (ESP) No ESP shares have been granted to Directors during the financial year. No ESP shares 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. FREELANCER LIMITED 2016 FINANCIAL REPORT 10