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AIRTASKER LIMITED — Annual Report 2021
Oct 19, 2021
64424_rns_2021-10-19_1f3cf650-db09-4ccf-afad-8e747eb25dcc.pdf
Annual Report
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FY21 Annual Report
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AIRTASKER LIMITED ABN 53 149 850 457
Contents
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Key International From the
Statistics Chairperson
6
3 8
From the Business Board of
Founder Overview Directors
& CEO
12 21
10
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We create jobs, purpose and income.
OUR MISSION
To empower people to realise the full value of their skills.
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Directors’ Remuneration Financial
Report Report (Audited) Report
24 30 53
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AIRTASKER FY21 ANNUAL REPORT 1
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MEET OUR TASKERS
FAIS
CHAUDRY
HANDYMAN
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Fais discovered Airtasker in 2018 after he started looking for ways to boost his income in the evenings when his wife Diana became pregnant with their daughter.
LONDON, UK
“
“I was always looking for freelance work to do in the evening or weekends, on top of my job. Airtasker popped up so I gave it a try.
After two years, I am now making more than I did in my last office job.
“It was scary to leave my full time profession but once I made the jump, I knew business would come in and only get better as time went on.
“I was originally making less money but didn’t have a manager breathing down my neck with targets, KPIs and constant one-to-one and internal meetings.
“Using the sharing economy and becoming my own boss has given me financial stability for the first time ever."
Key Statistics All Time
Australia’s leading online marketplace for local services
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160,000+
1+ million unique paying customers
people have earned an income through Airtasker
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$1.4+ billion in work
4.7+ million global community members
opportunities created
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AIRTASKER FY21 ANNUAL REPORT 3
Key Statistics FY21 Performance
2+ million 415,000+ Tasks posted Unique paying customers
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Gross
marketplace
volume
$153.1m
FORECAST $143.7M
35% YOY GROWTH
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21
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Revenue
Gross profit
$26.6m $24.8m
FORECAST $24.5M FORECAST $22.8M
38% YOY GROWTH 39% YOY GROWTH
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY15 FY16 FY17 FY18 FY19 FY20 FY21
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93%
Gross margin
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Positive operating cash flow $5.5m
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$45.9m Cash available to invest FY15 FY16 FY17 FY18 FY19 FY20 FY21
4 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 5
International
$600+ billion[1] total addressable market
AUSTRALIA $52 billion[1]
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UNITED KINGDOM
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$70 billion[1]
UNITED STATES $500 billion[1] >200%[2] international GMV growth YOY
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UNITED KINGDOM
IRELAND
UNITED STATES SINGAPORE
ZAARLY ACQUISITION
In May 2021, Airtasker
acquired the assets of
Zaarly, Inc., a US-based local
services marketplace to AUSTRALIA
accelerate expansion in the
$500b US market.
NEW ZEALAND
• Successfully integrated team
of Zaarly marketplace experts
into Airtasker
• Launched city-level
marketplaces in Kansas City,
Dallas and Miami
• Commenced development
of Airtasker marketplace
model to address long term,
ongoing service relationships
(based on Zaarly re-booking
functionality).
AUSTRALIA UNITED KINGDOM SINGAPORE UNITED
LAUNCHED LAUNCHED IRELAND STATES
NEW ZEALAND LAUNCHED
LAUNCHED
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
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1 Frost and Sullivan, 2021. Refer to Section 2 of the Prospectus dated 8 February 2021, available at https://www.airtasker.automic.com.au/prospectus.
2 Q4FY21 vs Q4FY20.
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AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT
From the Chairperson
It gives me great pleasure to introduce Airtasker’s first annual report as an ASX listed entity, and to officially welcome our 18,000+ new shareholders to the Airtasker team. Together, we will continue our mission to empower people to realise the full value of their skills.
Having been involved with Airtasker since 2015, I have been privileged to be part of the evolution that has seen Airtasker make continuous strides in realising our mission, and, creating jobs by delivering a horizontally infinite service platform to the wide array of communities in which we operate.
Despite some material restrictions in our key operating markets in Sydney and Melbourne as a result of COVID-19 lockdowns, we were still able to exceed IPO prospectus forecasts for FY21, achieving Gross Marketplace Volume (GMV) of $153.1m (prospectus forecast $143.7m), Revenue of $26.6m (prospectus forecast $24.5m) and 415k unique paying customers (prospectus forecast 405k).
The last twelve months in particular have seen momentous changes for the business both in our corporate organisation and structure, and in our operating environment, particularly with the challenges the COVID-19 pandemic has brought to key markets around the world.
As well as raising $15m in new capital as part of the IPO in March, Airtasker subsequently raised an additional $20.7m capital in June to fund our international expansion, including the acquisition of the assets of Zaarly, Inc., a US based local services marketplace, which completed in late May 2021.
I’m delighted to say the Airtasker team has risen to these challenges. Our Initial Public Offering (IPO) in March this year was a great success, being more than 5 times oversubscribed.
The Zaarly acquisition is the cornerstone of our geographic expansion in the USA, which
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we expect to underpin more significant GMV and revenue growth in the second half of FY22. Integration is progressing well. As at the date of this report, we have launched the Airtasker platform in three key US locations – Kansas City, Dallas and Miami.
New growth initiatives have also seen marked increases in traffic through our London marketplace, with UK GMV up more than 200% compared to the same period last year.
The size of the international market (the UK and US alone representing a total addressable market of approximately $570bn) presents significant opportunities for the business, which we are well positioned to capitalise on following this year’s capital raises.
Since listing, we have continued to expand our leadership team supporting the Founder and CEO Tim Fung with key hires including: Chief Marketing Officer Noelle Kim (former Head of Marketing at Facebook and Instagram APAC) and Head of US Bo Fishback (founder and CEO of Zaarly, Inc.) taking our leadership team to the next level.
On behalf of the Board, I not only welcome you as shareholders to the Airtasker team but thank you for your interest and support and trusting us to deliver shareholder value over time as we work to deliver on the significant opportunities ahead. We look forward to expanding these opportunities further in the local economies in which we operate and beyond, both in Australia and internationally.
Finally, we would also like to thank our customers and taskers, without whom we would not be here. One of our key values at Airtasker is that People Matter , and nowhere is this more important for us than ensuring we are providing the means to connect people, and by doing so, create jobs that otherwise would not exist.
Kind regards,
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James Spenceley
CHAIRPERSON AIRTASKER
I not only welcome you as shareholders to the Airtasker team but thank you for trusting us to deliver shareholder value.
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We have launched the Airtasker platform in three key US locations – Kansas City, Dallas and Miami.
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AIRTASKER FY21 ANNUAL REPORT 9
From the Founder & CEO
Thank you for being part of the Airtasker journey and our mission: to empower people to realise the full value of their skills.
At Airtasker, creating jobs isn’t a by-product of the work that we do – it’s our core purpose. We believe that every person has unique skills and are building towards a future of work in which people are truly empowered to share those skills to create meaningful work opportunities and income.
generating FY21 Gross Marketplace Volume (GMV) of $153.1m (35% ahead of FY20) and achieving FY21 Revenue of $26.6m (up 38% yearon-year.)
Throughout the year, we also worked hard to prove the sustainability of our business model by achieving positive operating cashflow of $5.5m which contributed to a strong year-end balance sheet with cash balances of $45.9m – which provides us with the resources to replicate what we’ve built in many local marketplaces across Australia as we establish new Airtasker marketplaces across the globe.
In pursuit of our mission, Airtasker joined the ASX in March 2021 and I’m super pleased to wrap up our inaugural reporting as a public company by first upgrading and then subsequently beating our IPO prospectus forecast. It’s also wonderful to know that by becoming a public company, we’ve been able to offer employees, customers and Taskers an opportunity to become shareholders and to own a part of Airtasker. Echoing the Chairperson’s thanks, a special shout out goes to our shareholders in the Airtasker community!
Whilst COVID-19 lockdowns and restrictions across Australia have impacted the start of FY22, we continue to see our community of customers and Taskers adapt with incredible resilience – using the Airtasker marketplace to offer and provide entirely new types of services whether it’s lockdown shopping and delivery, virtual fitness training or remote event planning services. Then, as we saw repeatedly during 2020, we expect
During FY21, despite the impact of COVID-19 lockdowns, we achieved a record year of marketplace growth passing more than 1 million unique paying customers (all time),
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to see a strong V-shaped recovery once restrictions ease. So, whilst COVID-19 restrictions represent a temporary disruption, they also are a long-term accelerant towards a future of flexible work that we’re incredibly excited about!
With this long-term future in mind, and supported by a strong balance sheet, we’re really excited to be ramping up our FY22 investment into Airtasker’s long term growth strategy across three core pillars – scaling our brand and growth marketing ; iterating and expanding the Airtasker superstore product initiative; and international expansion with a focus on igniting city-level marketplaces across the UK and the US – starting with Kansas City, Dallas and Miami.
As with the Airtasker marketplace itself, our people will be core to our success and in line with our mission, we will continue to invest heavily to truly empower every single team member at Airtasker to realise the full value of their skills. Over the past year, we’ve iterated on the way we work to develop even greater ownership and empowerment whilst also investing
into a world-class leadership team to build out the existing business and spearhead Airtasker’s international expansion.
In parallel with the Airtasker marketplace, our people are core to our success as a company, and
to each and every member of the Airtasker Team I would like to thank you for the amazing work that you do each day. We would not be standing here today without you. Doubling down on the incredible talent within our team over the past year, we’ve iterated on the way we work to develop even greater ownership and empowerment whilst also investing into world class leadership to spearhead Airtasker’s international expansion. Moving forward, in line with our mission: we will continue to invest heavily to truly empower every single team member at Airtasker to realise the full value of their skills.
Looking back, FY21 has been a monumental year. Despite the challenges of a global pandemic, Airtasker achieved record marketplace growth, proved the sustainability of our business model and invested into a platform for rapid international expansion. In FY22 we’re planning to take another huge step onwards and upwards!
Thank you again for being part of the Airtasker journey.
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Tim Fung
FOUNDER AND CEO AIRTASKER
Our mission is to empower people to realise the full value of their skills.
We believe that every person has unique skills and are building towards a future of work in which people are truly empowered to share those skills to create meaningful work opportunities and income.
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AIRTASKER FY21 ANNUAL REPORT 11
Business Overview
In FY21 Airtasker saw more than 2 million jobs posted, whilst our brand new Airtasker Listings marketplace saw more than 25,000 Tasker Listings created to date.
Our marketplace: creating new service industries and work opportunities.
Our user-aligned business model and light touch operations deliver revenue growth with strong gross margins.
work including architectural design, tax consultancy and legal advice, or newly created service industries that have emerged on Airtasker – like flat pack furniture assembly, date night planning and spider removal services.
Everything we do at Airtasker centres on our mission: to empower people to realise the full value of their skills. We create truly flexible opportunities to work and earn income through the Airtasker marketplace. To date, more than 160,000 people have earned an income through Airtasker and over $1.4 billion in work opportunities have been created.
In FY21 Airtasker saw more than 2 million jobs posted, and achieved Gross Marketplace Volume (GMV – a measure of total marketplace activity) of $153.1m, a 35% year-on-year increase.
Our business model links revenue directly to the amount earned by Taskers, closely aligning Airtasker with the success of Taskers and the broader community.
Just as customers are fully empowered to request any task that meets our community guidelines, Taskers are fully empowered to choose the work they complete and how much they earn for completing that work.
We also launched the Airtasker Listings marketplace in April 2021, and saw more than 25,000 Tasker Listings created and a compound weekly growth rate of 24% in bookings to date.
Airtasker is an open and infinitely horizontal marketplace.
We empower people to connect through an open system of transparency and accountability that allows customers and Taskers to independently agree on the scope and price payable for Tasks to be completed.
We are also proud to have been recognised in the Deloitte Technology Fast 50 program as one of Australia’s fast growing technology companies.
We operate a highly efficient, light touch marketplace requiring little involvement in individual service transactions.
In FY21, Airtasker achieved revenue of $26.6M, representing 38% yearon-year growth and beating our prospectus forecast of $24.5M.
By being infinitely horizontal we enable people to get almost any task done, whether it is everyday tasks such as handyman jobs, domestic cleaning and business administration, more complex
Our strong gross margin of 93% resulted in gross profit of $24.8M, up 39% year-on-year.
RIGHT Our business model closely aligns Airtasker with the success of Taskers. FAR RIGHT Our two-sided review system builds a reputation passport for both our customers and Taskers that fosters trust and reliability within the community.
With positive operating cashflow and a strong cash balance, we are well positioned to invest in international expansion.
In FY21, we achieved a positive operating cashflow of $5.5m demonstrating the benefits of strong marketplace network effects at scale.
This positive operating cashflow contributed to a strong year-end balance sheet with $45.9m cash reserves. This enables Airtasker to ramp up investment into international expansion in FY22 and beyond.
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INTERNATIONAL GMV OPPORTUNITY: Laying the foundations for future growth
Australia ANNUALISED GMV ($M) Global ex Australia 120
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90
60
30
0
2 3 4 5 6 7 8 9
YEARS
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Note: Global (ex-Australia) year 4 opportunity represents Jun-22 annualised run rate of $8-$10m GMV. Annualised run rate based on June monthly GMV x 12.
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AIRTASKER FY21 ANNUAL REPORT
THE AIRTASKER MARKETPLACE
Airtasker’s expansion has been aided by new ‘long tail’ service industries, creating opportunities and reducing friction.
EXISTING INDUSTRIES NEW SERVICE INDUSTRIES Eg. Cleaning & Moving services The long tail of services
Reducing friction enables New Service Industries and new use cases within Existing Service Industries to become feasible
Feasible services
Unfeasible services outside of Airtasker Creating new opportunity
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Internet platforms such as Airtasker allow niche products and services to exist without the physical space constraints of traditional organisations.
New long tail services available on the Airtasker platform (clockwise from right): Drone retrieval, drag queenhosted online trivia parties, Halloween costume making, party DJ, stormtrooper hire.
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AIRTASKER FY21 ANNUAL REPORT 15
Business Overview continued
Throughout the year we successfully supported our people in Australia, the Phillipines and the United States to work safely remotely, and implemented other key engagement initiatives to maintain productivity and impact.
COVID-19: temporary impact, long term accelerant to the future of work.
In line with our mission, Airtasker provided support for Taskers that could not work during lockdowns (including restoration of pricing tier status), enabled functionality to provide COVID-19 safe work and committed further investment into new marketplace models that empower Taskers to generate greater income.
Empowering the Airtasker team to realise the full value of their skills.
Our community continued to demonstrate incredible resilience, with Taskers adapting quickly to changing market conditions by shifting tasks traditionally performed in-person to remote delivery.
Over the past 12 months, we further invested into our culture of empowerment and ownership by implementing an enhanced accountability framework, usercentric team mission statements and a company-wide 360 feedback process to drive learning and development.
In previous lockdowns, Airtasker has seen a strong bounce back and acceleration of marketplace activity once restrictions ease.
Throughout the year we successfully supported our people in Australia, the Phillipines and the United States to work safely remotely, delivering key engagement and wellbeing initiatives like an Occupational Health and Safety gap analysis, implementation of employee wellbeing programs, Recharge Days (a company-wide initiative in which all staff log off to address personal wellbeing) and remote social activities to maintain productivity and impact.
MARKETPLACE ADAPTION AND COVID-19 BOUNCE BACK: Melbourne marketplace activity
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ANNUALISED GMV ($M)
60
50
S3 LOCKDOWNS
40
30
20
S4 LOCKDOWNS
10
0
JAN JUL JAN JUL JAN JUL JAN JUL JAN
17 17 18 18 19 19 20 20 21
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To progress our Diversity and Inclusion goals, we are undertaking initiatives to remove unconsc ~~i~~ ous bias from ~~r~~ ecruitment practic ~~e~~ s, creating more objective a ~~n~~ d transparen ~~t~~ processes arou ~~n~~ d progression to support equal opportunity, and have improved
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parental leave and flexible work policies. In addition, the Board has adopted diversity targets in accordance with our commitment to compliance with the ASX Corporate Governance Principles, details of which are available on our website in the Corporate Governance Statement.
Corporate Governance and commitment to compliance with ASX Corporate Governance Principles.
Building proactive relationships with government, regulators and the community.
Throughout the year we engaged with senior members of government at State and Federal levels to align and build positive relationships whilst also ensuring that our data, experience and perspective is represented in conversations about new legislation.
Airtasker is committed to achieving and demonstrating the highest standards of corporate governance to serve as a foundation of achieving our mission, building sustainable financial performance and creating shareholder value over the long term. The Airtasker board has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council.
In FY21, we also continued to invest in a world class Executive Leadership Team with key leadership hires made across marketing, engineering, product and international expansion.
We continue to stay open and engage with regulators, industry bodies and unions to proactively alig ~~n~~ towards common objectives including creating new jobs, edu ~~c~~ atin ~~g~~ the community in relation to fair pay and enabling safe working conditions.
OUR VALUES
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Stay open
Airtasker' ~~s~~ Corporate Governance Statement is available on the website at: https://www.airtasker.automic. com.au/corporate-governance.
People matter Fit for pur ~~p~~ ose When it’s on it’s on Own it
Airtas ~~k~~ er is proud to have supported the establishment of the Tech Council of Australia and as a founding member will work alongside leading technology companies like Atlassian, Canva, Google and Microsoft to advocate for the establishment of conditions for growth, investment and job creation in the Australian tech sector.
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AIRTASKER FY21 ANNUAL REPORT 17
AIRTASKER FY21 ANNUAL REPORT
Our Growth Strategy
1. Marketing
In FY21, Airtasker invested $1.6m in paid and direct marketing representing approximately 1% of total gross marketplace volume.
Following the appointment of Chief Marketing Officer Noelle Kim, we are currently investing in core marketing infrastructure ahead of a ramp up of marketing investment in FY22.
The overall unit economics continue to track well with initial paid marketing investments in Australia and the UK delivering strong early results.
We believe there is a significant opportunity to leverage our user generated content, databacked trends and network effects to drive a unique advantage in marketing efficiency.
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2. Superstore
Airtasker’s Superstore initiative includes the rollout of new marketplace models to unlock and address new service categories.
The Open Marketplace was our first marketplace model and allowed customers to describe any service problem and for Taskers to make offers to solve that problem. This model unlocked a huge initial range of service categories.
In FY21, we launched our second marketplace model – Airtasker Listings – which enables Taskers to offer predefined packages of services at fixed prices which customers can browse to discover new types of services. This has unlocked a whole range of new service categories including online fitness training, tutoring and creative services.
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Since launching Airtasker Listings in April 2021, we have seen more than 25,000 Listings created and bookings growing more than 24% compounded weekly.
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CLOCKWISE FROM ABOVE
3. International
Agostina, a Tasker from London, UK has seen the demand for cleaning services significantly increase since lockdown ended.
The global opportunity ahead is enormous with the total addressable market for local service industries across Australia, United States and United Kingdom worth more than $600 billion[1] .
Marcolm and his wife Sonya, former Zaarly pros, have successfully onboarded onto Airtasker offering moving services.
In the UK, Airtasker’s organic growth was accelerated by COVID recovery tailwinds and a strong return on initial paid marketing investment. UK Gross Marketplace Volume in Q4FY21 is up more than 200% compared to the same period in the previous year.
We launched US marketplaces in Kansas City, Dallas and Miami.
In May 2021 we acquired the assets of local services marketplace Zaarly, Inc. to establish a team and launchpad for growth in the United States. At the date of this report, we have launched marketplaces in Kansas City, Dallas and Miami.
1 Frost & Sullivan Report – see footnote 2 on page 28.
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AIRTASKER FY21 ANNUAL REPORT 19
MEET OUR TASKERS
PATTI PETERS ASSEMBLY SERVICES
KANSAS, USA
“
Sometimes you buy something, open up the box, scan the instructions and realize, ‘I’m in over my head.’ That’s where I come in!
“Start your assembly project off right, by partnering with someone who actually enjoys organizing all those seemingly random screws, nuts and bolts! I’ll unbox it, sort it, read those tiny instructions and have it all put together in no time! With 15 years of assembly technician experience, I can put together everything from bikes to furniture, saving you time and frustration.
“I’ve been offering assembly services all over the Kansas City metro for over five years. I’ve developed many relationships with regular customers but I’m always looking for ways to grow my business so I’m excited to continue my journey with Airtasker as it seems like a great place to find jobs quickly and fill empty slots in my schedule!”
Board of Directors
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TIMOTHY (TIM) FUNG
ELLEN (ELLIE) COMERFORD INDEPENDENT NON-EXECUTIVE DIRECTOR
JAMES SPENCELEY
INDEPENDENT NON-EXECUTIVE CHAIRPERSON
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
| James is a well-known Australian entrepreneur and experienced company director. In 2007 he founded Vocus Communications Limited (now Vocus Group Limited) (previously ASX: VOC), one of Australia’s largest telecommunications companies which he grew, both organically and through acquisitions, into a multi-billion dollar business. James has twice won the Ernst & Young Australian Entrepreneur of the Year Award (in the young and listed categories) and in 2018 was inducted into the Telecommunications Hall of Fame. In addition to being Chairperson of Airtasker Limited, James is Chairperson of Swoop Holdings Limited (ASX: SWP), and a non-executive director of Kogan.com Ltd (ASX: KGN) and Think Childcare Limited (ASX: TNK). He has previously been a director of children’s charity, the Humpty Dumpty Foundation, and is a former owner of the Illawarra Hawks NBL team. Other current directorships As listed above Former directorships (last 3 years) None Special responsibilities Member of the Audit and Risk Committee and Nomination and Remuneration Committee Interest in shares 2,960,708 ordinary shares (held indirectly) Interest in options 1,000,000 options (held directly) Interest in rights 789,292 rights (held indirectly) Note: ‘Other current directorships’ quoted ab |
Bachelor of Commerce from the University of New South Wales Tim is co-founder and CEO of Airtasker and has been the CEO of Airtasker since its incorporation in 2011. Tim is currently also a co-founder and director of Tank Stream Labs Pty Ltd, a Sydney-based technology co-working space, a director of Joe Button Pty Ltd and a director of Circuit Club Pty Ltd. Prior to joining Airtasker, Tim was a founding team member at mobile telco start-up Amaysim and prior to that spent time at Macquarie Bank and talent representation agency Chic Management. Other current directorships None Former directorships (last 3 years) None Special responsibilities None Interest in shares 47,740,000 ordinary shares (held indirectly) Interest in options 1,683,000 options (held directly) Interest in rights 4,000,000 rights (held indirectly) ove are current directorships |
Bachelor of Economics from Macquarie University Ellie has over 30 years of experience in fnancial services businesses in Australia and internationally across a range of regulated sectors, including insurance, banking and fnance, and associated products and services. Ellie was the chief executive ofcer and managing director of Genworth Mortgage Insurance Australia (ASX: GMA) between 2010 and 2016, leading the company to IPO in 2014. Prior executive positions in the previous 20 years were held with First American Financial Corporation (NYSE: FAF – Fortune 500) and Citigroup Australia. Ellie is an executive director of Hollard Holdings Australia and The Hollard Insurance Company and also non- executive director of Lendi Group Pty Limited. Ellie is a member of Chief Executive Women. Other current directorships Non-Executive Director of Heartland Group Holdings Limited (ASX: HGH) (NZX: HGH) Former directorships (last 3 years) Non-Executive Director of Cash Converters International Limited (ASX: CCV) (resigned 30 September 2018) Special responsibilities Chair of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee Interest in shares None Interest in options None Interest in rights 270,917 rights (held indirectly) |
|---|---|---|
Note: ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated; and ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
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AIRTASKER FY21 ANNUAL REPORT 21
AIRTASKER FY21 ANNUAL REPORT
Board of Directors continued
MEET OUR TASKERS
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XIAOFAN (FRED) BAI
PETER HAMMOND
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
Bachelor of Commerce from the University of Sydney Fred joined Airtasker as a Non-Executive Director in April 2015. Fred is a co-founder and the managing partner of Morning Crest Capital, a venture capital firm. Fred is currently also founder and CEO of Fanyu Investment, an equity investment management company. Fred was a co-founder and director of NASDAQ listed company Reven Housing REIT.
Bachelor of Business from the University of Technology, Sydney and is a registered Australian Chartered Accountant
Peter joined Airtasker as a Non-Executive Director in November 2013. Peter is a co-founder and director of Exto Partners Pty Ltd, a Sydney-based venture capital investment company formed in 2003. Peter is a director of several of the investee companies of Exto Partners and is experienced in building high growth companies. Peter is a Chartered Accountant and prior to founding Exto Partners spent 10 years with KPMG in Australia and the US. As a senior executive with KPMG Consulting in New York, he focused on advising capital markets clients on risk management, product pricing, business process re-engineering and large-scale merger integration.
Other current None directorships Former None directorships (last 3 years) Special None responsibilities Interest in 57,030,879 shares ordinary shares (held indirectly) Interest in None options Interest in 153,635 rights rights (held directly)
Other current None directorships Former None directorships (last 3 years) Special Chair of the responsibilities Nomination and Remuneration Committee and a member of the Audit and Risk Committee Interest in 67,329,340 shares ordinary shares (held indirectly) Interest in None options Interest in 577,415 rights rights (held indirectly)
Note: ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated; and ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
==> picture [152 x 114] intentionally omitted <==
MARK SIMPSON GENERAL COUNSEL & COMPANY SECRETARY
LLB (Hons) University of Edinburgh Mark has over 25 years’ experience as a corporate lawyer, working for major firms in the UK and Australia. Mark has advised companies and boards on all aspects of Corporations Act and Listing Rules compliance, both as a senior corporate lawyer with Gilbert + Tobin and Minter Ellison, and as a partner at national Australian firm Sparke Helmore. Prior to joining Airtasker, Mark was General Counsel and Company Secretary for ASX200 company Vocus Group Limited for six years between 2010 and 2016, and subsequently for four years with Australian technology unicorn, Siteminder Pty Limited, from 2017 to 2021. Prior to qualifying as a lawyer, Mark worked as a corporate finance analyst for Citicorp Investment Bank in London.
CHILIPHILLY PHIL FERGUSON CROCHET MINIFIGURES
MELBOURNE, AUSTRALIA
“
I have always been thinking of ways I can make things for my over 130k followers that still comes from the heart!
“For the last seven years, as a way to make friends, I have been creating large wearable crochet creations for everyone to enjoy on my Instagram account @chiliphilly. After going viral multiple times and amassing a large audience of loving fans, it has given me so much joy to know that people appreciate my work.
“So after many years of demand for items to purchase, you can get your own one-of-a-kind ChiliPhilly designed bespoke MiniPhilly art piece on Airtasker! Having Airtasker is great, it makes it such an easy process and it was the perfect chance to finally start doing personal commissions.”
23 23
22
AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT
Directors’ Report
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as ‘Airtasker’ or the ‘Group’) consisting of Airtasker Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of Airtasker Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
James Spenceley Chairperson
Timothy (Tim) Fung Chief Executive Officer
Ellen Comerford (appointed 1 February 2021)
Peter Hammond
Xiaofan (Fred) Bai
Tyler Tan (resigned 4 February 2021)
Alan Stuart (resigned 4 February 2021)
Company secretary
Mark Simpson (appointed 2 February 2021)
Principal activities
The principal activity of the Group is the provision of a technologyenabled online marketplace for local services, enabling users who wish to have tasks completed (‘customers’) to connect to community members who complete those tasks to earn money (‘taskers’).
Operating and financial performance for the year
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
STATUTORY AND UNDERLYING PRO FORMA PROFIT OR LOSS
Operating and financial review
Airtasker considers that certain costs incurred and subsidies received during the financial year ended 30 June 2021 (‘FY21’) are not representative of the underlying and future financial performance of the Group, and as a result the statutory financial statements reduce the comparability of financial performance across reporting periods.
Overview of the Group
Airtasker is Australia’s leading online marketplace for local services, connecting customers with taskers. More than 4.7 million registered users have joined Airtasker’s marketplace to date.
To improve comparability of Airtasker’s financial performance for FY21 with FY20 and with future periods, the results for Airtasker have been provided below, on a statutory, Underlying and Underlying Pro Forma basis.
With a mission to empower people to realise the full value of their skills, Airtasker aims to have a positive impact on the future of work by creating truly flexible opportunities to work and earn income. Since launching in 2012, Airtasker has enabled more than $1 billion in working opportunities and served more than one million unique paying customers.
Underlying EBITDA has been calculated by removing:
•[costs associated with capital ] paying customers. raisings (including the IPO) and On 23 March 2021, Airtasker acquisitions (see further detail completed an initial public offering below); (‘IPO’) on the Australian Securities •[[share-based payments, the ]] Exchange (‘ASX’).
- [[share-based payments, the ]] majority of which relate to legacy grants prior to becoming a publicly listed company which the Group considers is not reflective of its future cost base;
Airtasker’s international operations grants prior to becoming a include established city-level marketplaces in the United Kingdom Group considers is not reflective (‘UK’) and operations in the United of its future cost base; States of America (‘US’) following •[receipts from government ] the acquisition of the assets of local subsidies associated with services marketplace Zaarly, Inc. COVID-19; and (‘Zaarly’) in May 2021.
- [receipts from government ] subsidies relating to research and development tax offsets in FY21 in respect of the years ended 30 June 2017, 30 June 2018 and 30 June 2019 (and retaining this subsidy in respect of the year ended 30 June 2020 for comparative purposes).
Underlying Pro Forma EBITDA has been calculated by making the same adjustments above for Underlying EBITDA, and then adding listed company costs to both FY21 and FY20, so that in each period the listed company costs results reflect the Group’s cost base as if it was listed for the full period.
Summary statutory and Underlying Pro Forma historical profit or loss
| STATUTORY UNDERLYING PRO FORMA |
|
|---|---|
| 2021 $’000 2020 $’000 2021 $’000 2020 $’000 |
|
| Revenue Cost of sales Gross proft Paid and direct marketing expenses Gross proft after paid acquisitions ('GPAPA') EBITDA EBIT Interest income and fnance costs Proft/(loss) before tax Net proft/loss after tax ('NPAT') |
26,571 19,259 26,571 19,259 (1,727) (1,341) (1,727) (1,341) 24,844 17,918 24,844 17,918 (1,636) (653) (1,636) (653) 23,208 17,265 23,208 17,265 (7,417) (6,033) (39) (4,000) (9,615) (7,262) (2,237) (5,229) (94) (2,992) (94) (37) (9,709) (10,254) (2,331) (5,266) (9,709) (10,254) (2,331) (5,266) |
Reconciliation of statutory loss to statutory EBIT and EBITDA
| Reconciliation of statutory loss to statutory EBIT and EBITDA | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Statutory loss for the year Interest income and fnance costs Statutory EBIT Depreciation and amortisation Statutory EBITDA |
(9,709) (10,254) 94 2,992 |
| (9,615) (7,262) |
|
| 2,198 1,229 |
|
| (7,417) (6,033) |
Reconciliation of statutory EBITDA to Underlying EBITDA and Underlying Pro Forma EBITDA
| 2021 $’000 2020 $’000 |
|
|---|---|
| Statutory EBITDA Share-based payments expense Capital raising (including IPO) and acquisition costs expense1 Government subsidies relating to COVID-19 Government subsidies relating to FY17-FY19 research and development tax ofsets Underlying EBITDA Incremental listed company costs2 Underlying Pro Forma EBITDA |
(7,417) (6,033) 6,808 4,417 2,795 – (526) (585) (399) – |
| 1,261 (2,201) |
|
| (1,300) (1,799) |
|
| (39) (4,000) |
24 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 25
Directors’ Report continued
Reconciliation of statutory NPAT to Underlying NPAT and Underlying Pro Forma NPAT
| 2021 $’000 2020 $’000 |
|
|---|---|
| Statutory NPAT Share-based payments expense Capital raising (including IPO) and acquisition costs expense1 Government subsidies relating to COVID-19 Government subsidies relating to FY17-FY19 research and development tax ofsets Fair value movement on preference share fnancial liability³ Underlying NPAT Incremental listed company costs² Underlying Pro Forma NPAT |
(9,709) (10,254) 6,808 4,417 2,795 – (526) (585) (399) – – 2,955 |
| (1,031) (3,467) |
|
| (1,300) (1,799) |
|
| (2,331) (5,266) |
-
1 Non-recurring costs associated with the IPO in March 2021, the capital raising in May 2021 and associated acquisition of Zaarly in May 2021.
-
2 The costs of operating a publicly listed company for a full year have been added to reflect the Underlying Pro Forma EBITDA of the Group. In the case of FY21, the adjustment is lower than for FY20 because statutory EBITDA for FY21 already includes the costs of operating a publicly listed company for the period from 23 March 2021 to 30 June 2021.
-
3 Convertible notes issued in October 2018 were converted in July 2019 to preference shares at a 20% discount to the price of a simultaneous capital raising in July 2019, in accordance with the terms of those convertible notes. A fair value adjustment of $3.0 million was subsequently applied to the preference shares issued to convertible note holders, reflecting the 20% discount to fair value at which the preference shares were initially issued.
Statutory, Underlying and Underlying Pro Forma EBITDA, and Underlying and Underlying Pro Forma NPAT, are financial measures which are not prescribed by Australian Accounting Standards (‘AAS’) and represent the statutory result under AAS adjusted for certain items as noted above. The directors consider Underlying Pro Forma EBITDA and Underlying Pro Forma NPAT to reflect the core earnings of the Group.
SUMMARY OF FY21 OPERATING AND FINANCIAL PERFORMANCE
Airtasker saw significant improvement in its underlying operating and financial performance in FY21 compared with FY20.
-
[Gross Marketplace Volume ] (‘GMV’)[(a)] of $153.1 million exceeded FY20 by 35.2%;
-
[Revenue of $26.6 million was ] 38.0% higher than FY20;
-
[Gross profit grew 38.7% to ] $24.8 million;
-
[GPAPA][(b)][ of $23.2 million was ] 34.4% higher than FY20;
-
[EBITDA on an Underlying Pro ] Forma basis of $0.0 million was a $4.0 million improvement compared with FY20;
-
[Statutory cash flow from ] operating activities improved to $5.5 million in FY21 compared with $(0.6) million in FY20; and
-
[Airtasker had $45.9 million in ] cash and term deposits and no debt at 30 June 2021, compared with $13.1 million in cash and term deposits and a $25.1 million financial liability (preference shares that were converted as part of completion of the IPO) at 30 June 2020.
-
(a) GMV represents the total price of all tasks booked through the Airtasker marketplace before cancellations and inclusive of price adjustments between customers and taskers, bonuses paid by customers to taskers, and fees payable by customers and taskers to Airtasker, and any applicable sales taxes.
-
(b) GPAPA represents Airtasker’s revenue after subtracting cost of sales and paid and direct marketing expense.
REVENUE
Airtasker reported revenue of $26.6 million (2020: $19.3 million) representing an increase of 38.0%, and outperforming the IPO prospectus forecast for FY21 (‘Prospectus Forecast’, dated 8 February 2021) of $24.5 million by 8.6%.
This revenue growth was driven by GMV growth of 35.2%, and an increase in the take rate to 17.4% (2020: 17.0%), ahead of the Prospectus Forecast of 17.1%. Take rate represents Airtasker’s revenue in a given financial period, expressed as a percentage of GMV in the same period.
GMV growth was driven by an increase in unique paying customers to approximately 415k (2020: 367k) (exceeding the Prospectus Forecast of 405k); and by growth in the average task price to $198 (2020: $159) (exceeding the Prospectus Forecast of $189).
The increase in take rate is due primarily to the introduction of the booking fee charged to customers in August 2019 and an increase in the booking fee cap from $19.90 to $24.90 in February 2020.
EBITDA
Airtasker’s Underlying Pro Forma EBITDA was $0.0 million (2020: $(4.0) million), a $4.0 million improvement year on year and $4.2 million ahead of the Prospectus Forecast of $(4.2) million.
The improvement in FY21 Underlying Pro Forma EBITDA compared with FY20 was due to revenue growth, partially offset by higher expenses as the Group continued to invest in core product development and increased its investment in marketing in the second half of FY21.
The higher FY21 Underlying Pro Forma EBITDA compared with the Prospectus Forecast was due
to revenue growth exceeding Prospectus Forecast, combined with lower expenses than forecast.
The FY21 Underlying Pro Forma EBITDA includes legacy contra advertising spend of $2.4 million, which relates to an historical investment made by Seven West Media in the Group, and does not reflect the expected form of spending going forward.
FINANCIAL POSITION
Airtasker had $45.9 million in cash and term deposits and no debt at 30 June 2021, compared with $13.1 million in cash and term deposits and a $25.1 million financial liability (preference shares that were converted as part of completion of the IPO) at 30 June 2020, and a Prospectus Forecast at 30 June 2021 of $25.6 million and no debt.
The net increase in cash and term deposits of $32.8 million in FY21 was due to:
-
[net proceeds from the issue of ] shares of $35.9 million;
-
[an investment of $3.1 million in ] the assets of Zaarly; and
-
[cash generated from operating ] activities, offset by investment in software development.
CORONAVIRUS PANDEMIC (COVID-19)
During FY21 a number of state governments in Australia, and the UK government, mandated restrictions for limited and various durations as part of their health response to COVID-19. Government-mandated restrictions may have an impact on activity in city- and regional-level marketplaces, depending on the extent of restrictions imposed.
Government-mandated restrictions that had a notable impact during FY21 were the “stage four” restrictions imposed in Melbourne and regional Victoria, in the months of July to October 2020
26 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 27
Directors’ Report continued
and from 28 May to 10 June 2021. Other lockdowns including those that commenced in limited local government areas within Sydney on 16 June 2021 and extended to Greater Sydney from 26 June 2021 did not have a notable effect during FY21. Further information on the impact of the Greater Sydney lockdown is provided below under ‘Matters subsequent to the end of the financial year’.
Following previous lockdowns, management has observed a strong uplift in marketplace activity as restrictions have been eased, which is consistent with some pent-up demand for local services during the lockdown period being met following the easing of restrictions, and may partially offset the reduced activity during the lockdown period. Overall, the restrictions did not have a material impact on the Group’s financial performance in FY21.
The nature of Airtasker’s open, infinitely horizontal marketplace has enabled the Airtasker community to respond and adapt during COVID-19, with customers adjusting their demand for certain services during lockdown periods and taskers adapting their service offerings accordingly. Airtasker believes this has caused an accelerated adoption of its marketplace for certain services. Examples of services which see increased demand during lockdown periods include contactfree delivery, home office set-ups, bicycle repairs and trampoline assembly. Taskers have also adjusted their service offerings where possible to deliver services online that would have traditionally been delivered in person.
Airtasker received $0.8 million (FY20: $0.6 million) in Government subsidies under the Australian Federal Government’s JobKeeper scheme. These amounts have been credited against employee benefits expense and platform development
costs as set out in note 7 to the financial statements, and given the nature of the subsidies, have not been included in revenue.
Business growth strategy, likely developments and expected results of operations
Airtasker’s vision is to become the world’s most trusted place to buy and sell local services. The strategy is focused on continued investment into the Group’s core product offering, inspiring more customers and taskers to use Airtasker more often, and increasing the Group’s total addressable market through expansion in international markets.
CONTINUED INVESTMENT
INTO CORE PRODUCT
Airtasker will continue to invest in creating a world-class user experience for its customers and taskers with the ongoing development of the Group’s core Open Marketplace¹ product and new marketplace experiences including “listings” (pre-packaged service offerings) and “re-booking” (enabling customers to contact taskers they’ve previously worked with). These initiatives will further leverage Airtasker’s light touch operating model and, in due course, it is intended that they will scale across city-level marketplaces internationally.
INSPIRING MORE
CUSTOMERS AND TASKERS TO USE AIRTASKER MORE OFTEN
Airtasker is an infinitely horizontal marketplace that, in addition to enabling ecommerce for existing service industries (for example, accounting, trades and cleaning services) has also empowered taskers to create entirely new service industries (for example, trampoline
assembly, spider removal or drone retrieval services). In recent years, Airtasker has invested heavily in core data and engineering infrastructure with limited marketing investment. With product fundamentals now in place, the Group intends to ramp up investment in brand and growth marketing to further accelerate consumer awareness and adoption.
INCREASE AIRTASKER’S TOTAL ADDRESSABLE MARKET THROUGH EXPANSION IN INTERNATIONAL MARKETS
Market data² shows that the US local services total addressable market is $500 billion and the UK is worth upwards of $70 billion – a combined opportunity more than 10x the size of Australia. Whilst significant growth opportunities exist in Airtasker’s home market (Australia), there is an opportunity to leverage Airtasker’s open, infinitely horizontal marketplace product and expand its reach to serve customers and taskers in international geographies.
With Airtasker’s marketplace platform now fully enabled in the US and UK, the Group plans to invest in growth and brand marketing to ignite selected city-level markets and further penetrate in these and other markets and create a playbook for further international expansion.
-
1 Open Marketplace describes a marketplace model in which Airtasker customers post task to describe their service needs and taskers make offers to describe a price and solution for those needs.
-
2 Frost and Sullivan market report dated 8 February 2021 and included in Airtasker’s IPO prospectus dated 8 February 2021.
Significant changes in the state of affairs
PUBLIC COMPANY AND INITIAL PUBLIC OFFERING
On 8 January 2021, the Company became a public company and changed its name from Airtasker Pty Ltd to Airtasker Limited.
On 23 March 2021, Airtasker completed its IPO and listed on the ASX with the code ART. As part of the IPO, the Company raised $15.0 million to accelerate growth and further develop the Group’s marketplace platform. A further $1.9 million was raised from the exercise of options and contractual rights associated with the IPO, resulting in total capital of $16.9 million raised from the IPO and associated exercise of options and contractual rights.
ACQUISITION OF ZAARLY AND CAPITAL RAISING
On 21 May 2021, Airtasker announced the acquisition of the assets of Zaarly, a US local services marketplace, for $3.5 million (US$2.6 million) to accelerate expansion into the US.
On 25 May 2021, Airtasker raised $20.7 million additional capital to fund the above acquisition and to allow further investment in international growth.
There were no other significant changes in the state of affairs of the Group during the financial year.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group’s operations, the financial results of those operations, or the Group’s state of affairs in future financial years.
Matters subsequent to the end of the financial year
On 29 July 2021, the Group announced that the Sydney, Melbourne and Adelaide COVID-19 related lockdowns had impacted operations, with weekly GMV down approximately 12% in July compared to pre-lockdown.
Environmental regulation
Current and potential future lockdowns may further impact market activity. Looking forward, in line with the four stage plan agreed to by the National Cabinet in August 2021, the Group expects the cessation of lockdowns as vaccination levels increase in the community.
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
See pages 21-22.
Company secretary
As with previous lockdowns, the Group has seen both taskers and customers adapt during these phases, with a change in the mix of services being offered and a range of services being provided remotely rather than in-person, demonstrating the resilience of the Group’s community and marketplaces.
See page 22.
Meetings of directors
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2021, and the number of meetings attended by each director is set out below.
| MEETINGS OF DIRECTORS |
FULL BOARD NOMINATION AND REMUNERATION COMMITTEE AUDIT AND RISK COMMITTEE |
|---|---|
| ATTENDED HELD ATTENDED HELD ATTENDED HELD |
|
| James Spenceley Timothy Fung Ellen Comerford Peter Hammond Xiaofan Bai Tyler Tan Alan Stuart |
12 13 1 1 1 1 12 13 – – – – 7 7 1 1 1 1 13 13 1 1 1 1 13 13 – – – – 6 6 – – – – 6 6 – – – – |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
28 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 29
Directors’ Report continued
Remuneration Report (Audited)
Prior to the IPO, the Board focused on the following remuneration governance matters:
The remuneration report forms part of the directors’ report. It has been prepared in accordance with the Corporations Act 2001 and the Corporations Regulation 2M.3.03 and audited as required by section 208(3C) of the Corporations Act 2001. It also includes additional information and disclosures that are intended to support a deeper understanding of remuneration governance and practices, for shareholders, where statutory requirements are not sufficient.
-
[developing a new remuneration ] framework in line with ASX standards;
-
[benchmarking executive and ] director remuneration against ASX listed market data to inform quantum and mix decisions intended to meet post-listing market requirements;
-
[developing a new executive ] equity structures and longterm variable remuneration design suitable to the ASX listed environment, and a suitable process to phase-in the structure;
The remuneration report details the key management personnel (‘KMP’) remuneration arrangements for the Group (also referred to as ‘Airtasker’). KMP are those persons having authority and responsibility for planning, directing and controlling the activities of Airtasker, directly or indirectly, including all directors.
-
[developing a Non-Executive ] Director (‘NED’) equity plan to support alignment of NEDs with shareholders; and
-
[designing one-off remuneration ] structures to align key executives with the IPO process.
The Board takes its obligation to develop and implement a fair, responsible, and competitive remuneration framework seriously. The Board is focused on ensuring that remuneration is sufficient to attract and retain high quality key management personnel and executives, particularly given the very competitive market for qualified resources in the digital, technology and engineering sector.
The new remuneration framework is designed to attract, retain, and motivate high quality executives across all components of the business, aligning their interests with the creation of value for shareholders and with Airtasker’s standards of behaviour and risk appetite. The remuneration framework incorporates performance-based rewards designed to align executive decision making with the long-term interests of shareholders.
The executive remuneration for FY21 reflected the legacy remuneration framework which was in line with a venture capital structure with lower fixed pay and short-term remuneration but larger long-term share-based option plans.
Both the legacy and new plans were outlined in Airtasker’s IPO Prospectus in detail.
This report is structured with the following sections:
-
1 People covered in the report
-
2 FY22 KMP remuneration strategy, policy, and framework post listing (new framework)
-
3 FY21 KMP remuneration and the link to performance and reward
-
4 Statutory remuneration for KMP.
REMUNERATION REPORT (AUDITED) CONTINUED
1. People covered by this report
This report covers the KMP of the Group as follows:
| NOMINATION AND | ||||
|---|---|---|---|---|
| REMUNERATION | AUDIT AND RISK | |||
| APPOINTMENT | COMMITTEE | COMMITTEE | ||
| NAME | ROLE AT YEAR END | DATE | MEMBERSHIP | MEMBERSHIP |
| Non-Executive | ||||
| Directors | ||||
| James Spenceley | Independent Non-Executive Chairperson | 31 March 2016 | Member | Member |
| Ellen Comerford | Independent Non-Executive Director | 1 February 2021 | Member | Chairperson |
| Peter Hammond | Non-Executive Director | 8 November 2013 | Chairperson | Member |
| Xiaofan Bai | Non-Executive Director | 28 April 2015 | Not applicable | Not applicable |
| Executives | ||||
| Timothy Fung | Managing Director (‘MD’)/Chief | 1 April 2012 | Not applicable | Not applicable |
| Executive Ofcer (‘CEO’) and Founder | ||||
| Nathan Chadwick | Chief Financial Ofcer (‘CFO’) | 16 April 2019 | Not applicable | Not applicable |
| The following | changes to KMP occurred during FY21 or between the end of FY21 and the date of publication of | changes to KMP occurred during FY21 or between the end of FY21 and the date of publication of |
|---|---|---|
| this report: | ||
| NAME | ROLE AT RESIGNATION DATE | |
| Tyler Tan | Non-executive director | Resigned on 4 February 2021 |
| Alan Stuart | Non-executive director | Resigned on 4 February 2021 |
| Yaniv Bernstein | Chief Operating Ofcer (‘COO’) |
Terminated by reason of redundancy on 30 June 2021 |
2. FY22 KMP remuneration strategy, policy, and framework post listing (new framework)
This section provides an overview of the KMP remuneration framework and policies that have been developed for the post-listing environment.
The Board’s remuneration strategy is to design a framework that will attract, retain, and motivate the best talent to drive a high-performance culture that delivers on Airtasker’s business strategy and contributes to sustainable long-term returns for shareholders and is aligned with Airtasker’s values and risk appetite.
The strategy is based on the following key principles:
| 1. | Strategic alignment | Provide clear alignment of remuneration with Airtasker’s strategic objectives; |
|---|---|---|
| 2. | Competitive | Provide market competitive remuneration to attract the best possible talent, especially at |
| the executive level; | ||
| 3. | Retention | Retain and motivate Airtasker’s best talent at all levels, especially for its top performing |
| executives; | ||
| 4. | Performance based | Share the fnancial success of outperformance with executives and the team to |
| encourage and motivate a high-performance culture; | ||
| 5. | Supports culture | Support a collaborative high performing team environment with shared responsibility |
| for achieving strategic goals and building a culture aligned with Airtasker’s standards of | ||
| behaviour; | ||
| 6. | Long-term thinking | Ensure remuneration outcomes encourage sustainable long term value creation for all |
| taskers,employees,and shareholders;and | ||
| 7. | Transparent | Implement remuneration structures andpolicies that are transparent and well understood. |
In accordance with best practice corporate governance, the structure of executive and non-executive director (‘NED’) is separate.
30 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 31
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
2.1 FY22 executive remuneration strategy, policy and framework
The following diagram summaries the executive KMP remuneration framework as applicable to FY22 and includes short-term variable remuneration (‘STVR’) and long-term variable remuneration (‘LTVR’), that is, the post-listing framework.
| ASPECT | FY22 FY23 FY24 FY25 |
|---|---|
| Fixed | Fixed Pay Cash and Benefts |
| Short Term | STVR Performance Period (ESG & Malus Gate Applies) < Audit, Metric & Gate Assessments < STVR Award – Paid as Cash |
| Long Term | Tranche 1 (30%) – SP Performance Rights < Metric Assessments & Vesting |
| Tranche 2 (30%) – Share Price (SP) Performance Rights < Metric Assessments & Vesting |
|
| Tranche 3 (40%) – ART CAGR vs ASX 300 IT Index CAGR Performance Rights/ Performance Share Appreciation Rights < Metric Assessments & Vesting |
As FY22 is the first full operating year as an ASX listed company, the remuneration structure for FY22 reflects a transition to ASX best practice with an emphasis on achieving key performance metrics focused on growth of the marketplace domestically and internationally.
Fixed pay (‘FP’) comprises base salary plus any other fixed elements such as superannuation, allowances, benefits, and fringe benefits tax. FP is intended to be positioned at fiftieth percentile (P50) of market benchmarks for comparably designed roles.
Total remuneration package (‘TRP’) is intended to be composed of an appropriate mix of remuneration elements including FP, STVR and LTVR. The Target TRP (‘TTRP’) (being the TRP value at Target/Expected performance) is generally intended to fall around the sixty second and a half percentile (P62.5) of market benchmarks, subject to smoothing for volatility across role samples at the same level.
Variable remuneration going forward is not a “bonus”, but a blend of at-risk remuneration (below Target) and incentives (above Target and up to Stretch/maximum). Metrics selected are intended to be linked to the primary drivers of value creation for stakeholders, and successful implementation of the long-term strategy over both the short and long term. Thresholds are intended to be a near-miss of expectations, while ‘Target’ is intended to be challenging but realistically achievable objective. ‘Stretch’ on the other hand is designed to reward outperformance.
VARIABLE REMUNERATION COMPONENT POLICY MARKET POSITION – TRP Target to Stretch – incentive/upside P65 to P100+ Threshold to Target – at risk/downside P50–P65 Fixed pay only P10–P50 (of fixed pay benchmarks)
PERFORMANCE
Exceeds expectations Below expectations Below threshold
For FY22 the performance is assessed against Company metrics rather than individual performance metrics.
Executive KMP remuneration is to be tested regularly by reference to appropriate independently sourced comparable benchmark data, and specific advice as may be appropriate from time to time. Benchmark groups are generally designed to be based on 20 companies from the same market sector, within a range of 50% to 200% of the market value of the Company at the time, and evenly balanced to ensure measures of central tendency are highly relevant. Benchmarks may be adjusted upwards or downwards for variations in role design compared to market benchmark roles, and individual remuneration may vary by +/- 25% compared to the policy midpoint, to reflect individual/ incumbent factors such as experience, qualifications and performance.
REMUNERATION REPORT (AUDITED) CONTINUED
The current employment market for top talent in marketing, product management and engineering has been extremely competitive and is expected to remain so until COVID-19 restrictions on international travel are lifted. During FY22 Airtasker is recruiting key executives, specifically in both marketing and product management, and may need to refine the remuneration framework to ensure it achieves its principle of ensuring Airtasker is providing market competitive remuneration to attract the best possible talent, especially at the executive level.
For FY22 and future periods, the Board will be reviewing the TRP for each KMP, including the value of the ongoing vesting of the legacy employee options and any legacy short-term incentives. The Board will limit the issuance of additional STVR and LTVR incentives under the new framework while the legacy long-term share-based payments continue to vest. KMPs will transition to the post-listing framework over time.
SHORT-TERM VARIABLE REMUNERATION PLAN (‘STVR PLAN’)
A description of the STVR structure applicable for FY22 is set out below. FY21 (now legacy) structures in place leading into the IPO are described in a later section of this report.
| Purpose | To provide at-risk remuneration and incentives that rewards executives for | |
|---|---|---|
| performance against annual objectives set by the Board at the beginning of the | ||
| fnancial year. Objectives selected are designed to support long-term value creation | ||
| for shareholders, and link to the long-term strategy on an annual basis. | ||
| Measurement period | The fnancial year of the Company. | |
| Opportunity | The FY22 Target value is 56% of FP for the MD/CEO, with a maximum/Stretch of 83% | |
| of FP. | ||
| The FY22 Target value is 20% of FP for direct reports to the MD/CEO, with a | ||
| maximum/Stretch of 38% of FP. | ||
| Outcome metrics and | The STVR is dependent on meeting Group performance objectives. For FY22 the | |
| weightings | metrics will be as follows: | |
| Revenue: 70% weighting |
||
| Operating leverage: 30% weighting |
||
| Operating leverage performance requirements specify targets associated with the | ||
| relationship between revenue growth and expense growth (including capitalised | ||
| salaries). The objective of these targets is to ensure expense growth is limited by the | ||
| corresponding revenue growth. | ||
| These metrics were selected because they are viewed by the Board as the primary | ||
| drivers of value creation for the business in FY22. | ||
| Settlement | Awards are determined following auditing of accounts after the end of the fnancial | |
| year. The Board is of the view that in the current context the FY22 STVR is not | ||
| materially high therefore no deferral has been applied. This will be reviewed in future | ||
| periods to align with ASX best practice. The Board has discretion to ensure the STVR | ||
| and LTVR refect creation of shareholder value. | ||
| Settlement is in the form of cash only unless otherwise determined by the Board at | ||
| the time of settlement. | ||
| Service condition | STVR is subject to the participant continuing to be employed by the Company | |
| throughout the FY22 fnancial year up to 30 June and not being subject to any | ||
| period of notice of termination at that date unless otherwise determined by | ||
| the Board. |
32 AIRTASKER FY21 ANNUAL REPORT
33
AIRTASKER FY21 ANNUAL REPORT
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
LONG-TERM VARIABLE REMUNERATION PLAN (‘LTVR PLAN’)
A description of the LTVR structure applicable for FY22 is set out below. FY21 (now legacy) structures are described in a latter section of this report. For FY22, the MD/CEO and some non-KMP executives will be eligible to participate in the LTVR Plan.
| Purpose | To provide at-risk remuneration and incentives that rewards executives for |
|---|---|
| performance against long-term value creation objectives set by the Board at the | |
| beginning of the fnancial year and to align the interests of executives with the | |
| interests of shareholders through “skin-in-the-game”. | |
| Measurement period | For the FY22 grant, the measurement periods will be FY22, FY23 and FY24 in respect |
| of three tranches. The Board recognises that a three-year measurement period is | |
| expected to apply to LTVR, with annual vesting after that when the LTVR is granted | |
| each year. As this is the frst time an LTVR of this type is being ofered, the Board | |
| is putting in place transition arrangements that will be reviewed as the Company | |
| establishes itself on the ASX. | |
| Opportunity | The Target value is 22% of FP for the MD/CEO, with a maximum/Stretch of double |
| the Target, or 44% of FP. | |
| The Target value is on a range of 5% to 67% of FP for direct reports to the MD/CEO. | |
| No Stretch is being ofered to the direct reports for this transitional year. This will be | |
| reviewed for FY23. | |
| Instrument | The LTVR is granted under the rights plan which allows for rights, service rights or |
| restricted rights, each of which may be constructed as a share appreciation right | |
| (‘SAR’), which is equivalent to an option, when an exercise price is specifed. For FY22 | |
| rights will be used for the purposes of the LTVR. Rights are not subject to dividend | |
| or voting entitlements. The MD/CEO and selected executives may elect to take SARs | |
| rather than zero exercise price rights. | |
| Price and exercise price | The price is nil because it forms part of the remuneration of the participant. |
| The exercise price is nil when constructed as rights, or equal to the share price used | |
| in the grant calculation when constructed as SARs. However, the exercise price | |
| is “cashless” or notional. When rights with an exercise price greater than nil are | |
| exercised the exercised rights value is calculated as: | |
| (Share Price at Exercise – Exercise Price) x Number of Rights Exercised | |
| The exercised rights value that is to be settled in shares is then divided by the share | |
| price at exercise to determine the number of shares that will be received. The aim of | |
| this approach is to reduce dilution compared to options with comparable terms. | |
| Allocation method | The rights are valued using the following method when the exercise price is nil: |
| Right Value = Share Price – (Annual Dividend x Years to First Exercise) | |
| The number of rights in each tranche is then calculated as follows: | |
| Number = Maximum LTVR$ ÷ Right Value | |
| Share price = Volume weighted average price during the 30-day period to 30 June. | |
| When constructed as SARs, the right value is subject to a Black-Scholes valuation, | |
| ignoring vesting conditions. |
REMUNERATION REPORT (AUDITED) CONTINUED
| Performance metrics | Tranche 1(30% weight at Target) is to be subject to a binary hurdle of the share price |
|---|---|
| and weightings | at the end of FY22 exceeding the share price at 1 July 2021. |
| Tranche 2(30% weight at Target) is to be subject to a binary hurdle of the share price | |
| at the end of FY23 exceeding the share price at 1 July 2021. | |
| Tranche 3(40% weight at Target) is to be subject to compound annual share price | |
| growth rate (“CAGR”) vesting condition (100% weighting). The vesting of such rights | |
| will be determined by comparing the Company’s CAGR (“ART CAGR”) over FY22 to | |
| FY24 (“Measurement Period”) with the CAGR of the ASX 300 Information Technology | |
| Total Return Index for the Measurement Period (“Index CAGR”). A proportion of the | |
| Tranche 3 rights will vest on a straight-line basis, where zero will be paid if the ART | |
| CAGR is equal to or less than the Index CAGR, up to 100% payable where the ART | |
| CAGR is 2.5%, or more, higher than the Index CAGR (for example, ART CAGR of | |
| 17.5% vs Index CAGR of 15%). | |
| For FY22, the MD/CEO has performance conditions, according to the following | |
| vesting scale: |
| PERFORMANCE LEVEL AIRTASKER CAGR PERCENTAGE OF TRANCHE VESTING |
|
|---|---|
| Stretch Index CAGR + 5% 100% |
|
| Target Index CAGR + 2.5% 50% |
|
| Threshold Index CAGR 25% |
|
| Below Threshold < Index total shareholder return ('TSR') 0% |
|
| Outcomes that fall between the specifed levels of performance will result in a pro- rata calculation being applied. |
|
| Settlement | The rights are “indeterminate rights” which may be settled in the form of a Company share (including a restricted share), or cash equivalent, upon valid exercise. |
| Term | Rights must be exercised within 15 years of the grant date, otherwise they lapse. When constructed as SARs, the term is fve years. |
| Service condition | Under the rules, in addition to the performance conditions, continued service during the full frst year of the measurement period is a requirement for all rights to become eligible to vest. Termination during the frst year will generally result in pro-rata forfeiture for the incomplete portion of the year, unless otherwise determined by the Board. However, for each initial grant of LTVR, service is a specifed as a parallel vesting condition alongside the performance condition, that is, the participant must remain employed at the end of the frst year of the measurement period in order for rights to vest. |
Both the STVR and LTVR plan payments are subject to an Environmental, Social and Governance (‘ESG’) and malus, clawback and corporate action terms. The Board has discretion to modify the awards payable to participants regardless of any performance outcome or gate, to ensure that outcomes are appropriate to the circumstances that prevailed over the measurement period.
34 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 35
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
2.2 FY22 NED remuneration strategy, policy and framework
NED FEE POLICY
The following outlines the principles that Airtasker applies to governing NED remuneration:
| ASPECT | COMMENT |
|---|---|
| Key considerations | Fees for NEDs are based on the nature of the directors’ work and their |
| responsibilities, considering the nature and complexity of the Company and the skills | |
| and experience of the director. NEDs’ fees are recommended by the Nomination | |
| and Remuneration Committee and determined by the Board. External consultants | |
| may be used to source the relevant data and commentary or to obtain independent | |
| recommendations given the potential for a confict of interest in the Board setting its | |
| own fees. | |
| Independence | To preserve independence and impartiality, NEDs are not entitled to any form of |
| variable remuneration payments and the level of their fees is not set with reference | |
| to measures of the Company’s performance. | |
| Flexibility | NEDs can elect how they wish to receive their fees, for example, as cash, |
| superannuation contributions or equity. | |
| Aggregate board fees | The total amount of fees paid to NEDs for the year ended 30 June 2021 is within the |
| aggregate amount set as part of the Prospectus of $750,000 per annum. Grants of | |
| equity approved by shareholders are excluded from counting towards the aggregate | |
| Board fees, in accordance with the ASX Listing Rules. |
The following outlines the board fees applicable for FY22:
| AUDIT | NOMINATION | ||
|---|---|---|---|
| AND RISK | AND REMUNERATION | ||
| MAIN BOARD | COMMITTEE | COMMITTEE | |
| ROLE/FUNCTION | FY21* | FY21* | FY21* |
| Chair | $160,000 | $20,000 | $15,000 |
| Member (Australia) | $100,000 | $5,000 | $5,000 |
| Member (International) | $75,000 | $0 | $0 |
REMUNERATION REPORT (AUDITED) CONTINUED
NED FEE SACRIFICE EQUITY PLAN
A description of the key terms of the NED fee sacrifice equity plan is provided below:
| Purpose | To facilitate NEDs exchanging cash remuneration for equity interests with a view to |
|---|---|
| increasing their “skin-in-the-game”, alignment with shareholder interests, and to | |
| fulfl expectations regarding NED share ownership. | |
| Opportunity | NEDs may elect to exchange up to 100% of their Board fees excluding |
| superannuation. | |
| Instrument | A separate rights plan has been developed in order to preserve NED independence. |
| Price and exercise price | The price is nil, because it forms part of the remuneration of the participant, however |
| grants are generally based on an agreement to forego cash Board fees. | |
| The exercise price is nil. | |
| Allocation method | The rights are valued using the following method: |
| Right Value = Share Price – (Dividends expected to be lost before frst exercise date) | |
| The Number of Rights to be granted = Sacrifced$ ÷ Right Value | |
| Share price = Volume weighted average price during the 30-day period up to | |
| 30 June. For the grant made in FY21 for FY21 and FY22 fees, the IPO price of | |
| $0.65 was used. | |
| Vesting conditions, exercise | To ensure NED independence is not compromised, and to recognise that the |
| restrictions and disposal | instruments are an alternative to cash remuneration, the rights are not subject to |
| restrictions | any vesting conditions. Rights may not be exercised within 90 days of the grant |
| date. However, a specifed disposal restriction applies such that rights may never be | |
| disposed of while soever the NED holds ofce or employment with the Company, or | |
| the earlier elapsing of 15 years from the grant date. | |
| Settlement | The rights are share rights (that is, not indeterminate) that may be settled in shares |
| only, however, if they are exercised while a specifed disposal restriction applies, they | |
| will be restricted shares that will be held in trust. | |
| Term | Rights must be exercised within 15 years of the grant date, otherwise they lapse. |
3. FY21 KMP remuneration and the link to performance and reward
- Fees are in Australian dollars and expressed as exclusive of superannuation. The Board Chair does not receive committee fees. NEDs are also reimbursed for out-of-pocket expenses that are directly related to Airtasker’s business.
The Board views the outcomes of remuneration for FY21 performance as appropriately aligned stakeholder interests generally, given the strong group and individual performance against annual objectives, the shareholder value created through share price growth to the end of FY21, and progress towards strategy objectives made by the executive team, in addition to the successful completion of a challenging IPO and listing process.
A critical focus for the Board in FY21 was completing a successful IPO and meeting Prospectus Forecast and therefore significant STVR and share based rewards were linked to this objective.
3.1 Group performance at-a-glance
The following outlines the annual financial performance and the share price performance since listing:
| 2021 $’000 |
|
|---|---|
| Revenue | 26,571 |
| Gross Marketplace Volume ('GMV') | 153,136 |
| Earnings before interest and tax ('EBIT') | (9,615) |
| Loss after income tax | (9,709) |
36 AIRTASKER FY21 ANNUAL REPORT
37
AIRTASKER FY21 ANNUAL REPORT
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
Notwithstanding that the remuneration of KMP were linked to the above metrics, since listing Airtasker on the ASX at $0.65 the share price increased to a close of $1.10 representing a 69% increase in shareholder value (with no dividends being declared).
In addition to these indicators of Group performance and value creations, the following were notable performance achievements for the year:
-
[achieving 38% revenue growth despite the very challenging period of COVID-19 lockdowns, restrictions and ] market uncertainty throughout the year;
-
[a successful IPO listing of Airtasker on the ASX;]
-
[the acquisition of the assets of Zaarly, Inc., in the United States of America, which will form the base for ] US expansion;
-
[successful completion of a $20.7 million private placement of shares to support domestic and international ] growth: and
REMUNERATION REPORT (AUDITED) CONTINUED
The FY21 LTVR consisted of the following key components:
| 1. | Legacy KMP option plan | Timothy Fung received employee share options that vest over four years from FY18 |
|---|---|---|
| (start-up concessions) | to FY23. In FY21 $49,827 was expensed in relation to these options. | |
| – details of which are outlined below |
Nathan Chadwick received employee share options that vest over four years from FY19 to FY24. In FY21 $180,802 was expensed in relation to these options. |
|
| Yaniv Bernstein received employee share options that vest FY18 to FY21 | ||
| (employment terminated by reason of redundancy on 30 June 2021). In FY21 | ||
| $176,941 was expensed in relation to these options. | ||
| 2. | Legacy founder | Timothy Fung was issued options in 2018 that vested on a liquidity event, including |
| options plan | an IPO. These options fully vested and were exercised just prior to IPO. In FY21 | |
| $2,213,919 was expensed in relation to these options. |
- [exceeding statutory Prospectus Forecast for FY21.]
3.2 FY21 executive remuneration
The FY21 FP reflected legacy pre-listing structures and was therefore below the benchmark ASX listed market data remuneration. No adjustment was made in FY21 to FP to bring it in line with the benchmarks in FY21.
The FY21 STVR consisted of the following key components:
| 1. | Legacy short-term | Nathan Chadwick will receive a $500,000 bonus when annualised monthly revenues |
|---|---|---|
| bonuses | reach $75 million over a three-month period and another $500,000 when the | |
| annualised monthly revenues reach $100 million over a three-month period. These | ||
| revenue targets were not met in FY21, and these bonuses were not paid. | ||
| Nathan Chadwick received a $50,000 and Yaniv Bernstein received a $87,500 bonus | ||
| for the Company achieving cash fow targets. | ||
| 2. | IPO and meeting | Nathan Chadwick received a $50,000 cash bonus subject to the Company |
| prospectus forecast | completing the IPO. This incentive was paid. | |
| bonuses | Yaniv Bernstein was issued a $100,000 cash incentive subject to the Company | |
| completing the IPO and meeting Prospectus Forecast. Yaniv Bernstein’s employment | ||
| was terminated by reason of redundancy on 30 June 2021 and as a result this bonus | ||
| was not paid. | ||
| 3. | One-of executive IPO | Timothy Fung received 4,000,000 performance SARs with an exercise price of |
| equity plans | $0.76 valued based on Black-Scholes at $1,041,200 and Nathan Chadwick received | |
| 153,846 zero priced rights valued at $100,000 subject to the Company completing | ||
| the IPO and meeting Prospectus Forecast. These incentives will be paid. |
The bonus plans were developed during FY19, FY20 and FY21 prior to the Company being listed on the ASX and were designed to reward executives for the achievement against annual performance objectives set by the Board at the beginning of the performance period. These plans are replaced with the STVR plan in FY22. The payment of a bonus is dependent on delivery of performance against a range of outcome metrics.
These metrics were selected because they were considered by the Board to be the primary drivers of business value in the period leading up to and through the IPO.
LEGACY KMP OPTION PLAN (START-UP CONCESSIONS)
As a private start-up, pre-listing, Airtasker had established employee option plans under the ATO start-up tax concession program to align interests of the executives and employees with that of the shareholders and to help reduce cash costs.
| Purpose | To facilitate selected executives and directors to acquire options under the start-up |
|---|---|
| tax concessions in a pre-IPO environment, to align interests and reduce cash costs. | |
| Instrument | Options to acquire ordinary shares subject to the payment of an exercise price. |
| Price and exercise price | The exercise price was $0.50 being the share price at the time of issue. |
| Allocation method | The options were valued using a Black-Scholes model, which was divided into an |
| agreed portion of the remuneration of each participant. | |
| The Black-Scholes values at grant were $0.1392 – $0.3156. | |
| Term | The options expire fve years after the grant date. |
In FY21, the shares under option with an exercise price of $0.760 underwent an accounting modification in which new options were granted to the option holders at $0.500 and the option holders could only exercise the new $0.500 options by giving up their right to exercise the $0.760 options; what this means is that the option holders can only elect to exercise at either $0.500 or $0.760 but not both. The new shares under options with the exercise price of $0.500 were granted when the market price of the underlying equity instrument was $0.500, and thereby increased the fair value of the $0.760 option by $0.098.
| ORIGINAL TERMS – | MODIFIED TERMS – | |
|---|---|---|
| TERMS OF $0.760 OPTIONS | TERMS OF $0.500 OPTIONS | |
| Exercise price | $0.760 | $0.500 |
| Expiry period | Five years post original grant date | Five years from new grant date |
| Vesting conditions | Service-based, over a four year period | Service-based, over a four year period |
| Vesting period | Not applicable | The same timeframe as the original $0.760 grant |
| Selling restrictions | None | Employees cannot sell until three years from new |
| grant date |
38 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 39
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
3.3 FY21 NED remuneration
The FY21 NED remuneration consisted of the following key components:
- Board and committee James Spenceley exchanged $213,040 for FY21 and FY22 Board Chairperson fees for fees zero priced rights under the NED fee sacrifice equity plan and received the remaining $49,167 Board Chairperson fees for FY21 in cash.
Peter Hammond exchanged $171,320 for FY21 and FY22 Board and Committee fees for zero priced rights under the NED fee sacrifice equity plan. (Issued to Exto Partners Australia Pty Ltd).
Ellen Comerford exchanged $141,096 for FY21 and FY22 Board fees for zero priced rights under the NED fee sacrifice equity plan and received the Committee Fees of $10,369 Board Chairperson fees for FY21 in cash.
Xiaofan Bai exchanged $99,863 for FY21 and FY22 Board fees for zero priced rights under the NED fee sacrifice equity plan.
- Grants under the one-off To facilitate building a high calibre Board appropriate to ASX listing status, to reward NED IPO equity plan NEDs for the work involved in the IPO process (instead of cash) and to assist NEDs to build “skin-in-the-game” up-front through remuneration the following one-off NED IPO Grants were paid:
James Spenceley was offered $300,000 in IPO equity rights;
Ellen Comerford was offered $35,000 in IPO equity rights; and
Peter Hammond was offered $200,000 in IPO equity rights (issued to Exto Partners Australia Pty Ltd).
A separate rights plan has been developed to preserve NED independence, the key terms of which are provided below.
- Legacy KMP option plan James Spenceley received employee share option plans that vest over four years (start-up concessions) from FY20 to FY24. In FY21 $109,999 was expensed in relation to these options.
ONE-OFF NED IPO EQUITY PLAN
Key terms of the one-off NED IPO equity plan are described below:
| Purpose | To facilitate building a high calibre Board appropriate to ASX listing status, to reward |
|---|---|
| NEDs for the work involved in the IPO process (instead of cash) and to assist NEDs to | |
| build “skin-in-the-game” up-front through remuneration. | |
| Instrument | A separate rights plan has been developed to preserve NED independence. |
| Price and exercise price | The price is nil because it forms part of the remuneration of the participant. |
| The exercise price is nil. | |
| Vesting conditions, exercise | To ensure NED independence is not compromised, and to recognise that the |
| restrictions and disposal | instruments are an alternative to cash remuneration, the rights are not subject to any |
| restrictions | vesting conditions. Rights may not be exercised until 30 June 2022, unless the NED |
| ceases to hold ofce and employment beforehand, in which case 50% cease to be | |
| restricted (which is intended to address a taxing point expected to apply at the time). | |
| Term | Rights must be exercised within 15 years of the grant date, otherwise they lapse. |
REMUNERATION REPORT (AUDITED) CONTINUED
4. Statutory remuneration for KMP
Prior to the IPO on 23 March 2021, Airtasker Limited was not required to prepare a remuneration report in accordance with the Corporations Act 2001. As such, remuneration report information is presented only for 2021.
4.1 Amounts of remuneration
Details of the remuneration of KMP of the Group are set out in the following tables.
| 2021 | SHORT-TERM BENEFITS CASH SALARY AND FEES CASH/ STVR/NON- MONETARY BONUSES1 ANNUAL LEAVE ACCRUAL2 $ $ $ |
POST- EMPLOYMENT BENEFITS SUPER- ANNUATION $ |
LONG-TERM BENEFITS LONG SERVICE LEAVE ACCRUAL2 $ |
SHARE-BASED PAYMENTS EQUITY- SETTLED/ LTVR³ EQUITY- SETTLED/ IPO⁴ TOTAL $ $ $ |
|---|---|---|---|---|
| NEDs statutory remuneration |
||||
| James Spenceley | 49,167 – – |
– | – | 323,039 300,000 672,206 |
| Ellen Comerford⁵ | 10,369 – – |
1,037 | – | 141,096 35,000 187,502 |
| Peter Hammond | – – – |
– | – | 175,320 200,000 375,320 |
| Xiaofan Bai | – – – |
– | – | 99,863 – 99,863 |
| Tyler Tan⁶ | 25,000 – – |
– | – | – – 25,000 |
| Alan Stuart⁶ | 7,500 – – |
– | – | – – 7,500 |
| Executive Directors statutoryremuneration |
||||
| TimothyFung⁷ 280,000 3,000 58,643 |
26,885 | 12,166 | 2,263,746 1,041,200 3,685,640 |
|
| Other KMP statutory remuneration |
||||
| Nathan Chadwick 250,000 101,539 17,292 |
23,750 | 1,224 | 180,802 100,000 674,607 |
|
| Yaniv Bernstein⁸ 520,000 91,338 5,452 |
40,200 | – | 176,941 – 833,931 |
|
| 1,142,036 195,877 81,387 |
91,872 | 13,390 | 3,360,807 1,676,200 6,561,569 |
-
1 Nathan Chadwick received $50,000 (non-IPO related) and $50,000 (IPO related) and Yaniv Bernstein received $90,500 (nonIPO related) cash STVR bonus for performance during the financial year ended 30 June 2021 and approved by the Board. Refer to Section 4 for further details. Nathan Chadwick also received $1,539 and Yaniv Bernstein received $838 non-monetary benefits. A once-off employee referral bonus of $3,000 was paid to Timothy Fung.
-
2 Represents an accounting adjustment for leave provisioning accrual.
-
3 LTVR value reported in the table is the amortised accounting charge of all grants that have not lapsed or vested as at the start of the reporting period. Where a market based measure of performance is used such as TSR or share price, no adjustments can be made to reflect actual LTVR vesting.
-
4 Shares issued on completion of IPO.
-
5 Represents remuneration from 1 February 2021 to 30 June 2021. These amounts were accrued but not yet paid as at 30 June 2021.
-
6 Represents remuneration from 1 July 2020 to 4 February 2021.
-
7 $2,213,919 of the equity-settled remuneration for Timothy Fung was granted on 21 August 2018 which vested upon a liquidity event (the IPO) and were exercised immediately prior to the Company’s listing on the ASX.
-
8 Yaniv Bernstein’s employment was terminated by reason of redundancy on 30 June 2021. Included in cash salary and fees is a termination benefit of $240,000.
40 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 41
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
The proportion of remuneration linked to performance and the fixed proportion are as follows:
| % OF MAXIMUM | % OF MAXIMUM | % OF TOTAL | ||
|---|---|---|---|---|
| AWARDED/ | FORFEITED/ | REMUNERATION | ||
| NAME | REMUNERATION | VESTED | LAPSED | PACKAGE |
| Timothy Fung | Total fxed pay | 100% | – | 9% |
| Cash STVR/bonuses | 100% | – | – | |
| Equity/LTVR | 97% | – | 91% | |
| Nathan Chadwick | Total fxed pay | 100% | – | 42% |
| Cash STVR/bonuses | 100% | – | 15% | |
| Equity/LTVR | 46% | – | 43% | |
| Yaniv Bernstein | Total fxed pay | 100% | – | 55% |
| Cash STVR/bonuses | 48% | 52% | 15% | |
| Equity/LTVR | 59% | 41% | 30% |
REMUNERATION REPORT (AUDITED) CONTINUED
4.2. Statutory share-based compensation for KMP
ISSUE OF SHARES
There were no shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021.
OPTIONS
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows:
| TOTAL | MAXIMUM | |||||||
|---|---|---|---|---|---|---|---|---|
| FAIR VALUE | TOTAL FAIR |
VALUE | VALUE TO BE | |||||
| NUMBER OF | OF EACH | VALUE AT |
EXPENSED | EXPENSED IN | ||||
| TRANCHE/ | OPTIONS | VESTING | OPTION AT | GRANT DATE |
IN 2021 | FUTURE YEARS | ||
| NAME | GRANT TYPE | GRANTED | CONDITIONS | GRANT DATE | GRANT DATE | $ | $ | $ |
| Executives | ||||||||
| N Chadwick | Legacy grant | 1,150,000 | Service* | 28/09/2020 | $0.1410 | 162,150 |
99,025 | 63,125 |
| Y Bernstein | Legacy grant | 2,600,000 | Service* | 28/09/2020 | $0.1410 | 366,600 |
185,078 | – |
| 3,750,000 | 528,750 | 284,103 | 63,125 |
- LTVR – First 25% vest on 1 March 2021 and 75% vest in equal instalments over the subsequent 36 months.
Note: the minimum value to be expensed in future years for each of the above grant made in 2021 is $nil. A reversal of previous expense resulting in a negative expense in the future may occur in the event of a KMP departure or failure to meet non-market-based conditions.
Options granted carry no dividend or voting rights.
The number of options over ordinary shares granted to and vested by directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below:
| NUMBER OF OPTIONS | NUMBER OF OPTIONS | |
|---|---|---|
| GRANTED DURING THE YEAR | VESTED DURING THE YEAR | |
| NAME | 2021 | 2021 |
| NEDs | ||
| J Spenceley | – | 479,167 |
| Executives | ||
| T Fung | – | 19,008,250 |
| N Chadwick | 1,150,000 | 663,542 |
| Y Bernstein | 2,600,000 | 1,688,167 |
42 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 43
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
RIGHTS
The terms and conditions of each grant of rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows:
| NAME TRANCHE/ GRANT TYPE |
NUMBER OF RIGHTS GRANTED VESTING CONDITIONS GRANT DATE FAIR VALUE OF EACH RIGHT AT GRANT DATE |
TOTAL FAIR VALUE AT GRANT DATE $ TOTAL VALUE EXPENSED IN 2021 $ MAXIMUM VALUE TO BE EXPENSED IN FUTURE YEARS $ |
|---|---|---|
| NEDs J Spenceley IPO rights J Spenceley Fee sacrifce E Comerford IPO rights E Comerford Fee sacrifce P Hammond IPO rights P Hammond Fee sacrifce X Bai Fee sacrifce |
461,538 IPO 01/03/2021 $0.6500 327,754 None 01/03/2021 $0.6500 53,846 IPO 01/03/2021 $0.6500 217,071 None 01/03/2021 $0.6500 307,693 IPO* 01/03/2021 $0.6500 269,723 None 01/03/2021 $0.6500 153,635 None** 01/03/2021 $0.6500 |
300,000 300,000 – 213,040 213,040 – 35,000 35,000 – 141,096 141,096 – 200,000 200,000 – 175,320 175,320 – 99,863 99,863 – |
| Executives T Fung IPO equity N Chadwick IPO equity |
4,000,000 Perform 04/02/2021 $0.2603 153,846 Perform 04/02/2021 $0.6500 5,945,106 |
1,041,200 1,041,200 – 100,000 100,000 – |
| 2,305,519 2,305,519 – |
-
IPO rights – vest on IPO completion
-
** Fee sacrifice rights – in lieu of board fees
-
*** IPO equity LTVR – Achieving the Revenue, GMV and EBIT in the Prospectus Forecast based on the audited financial results for the financial year ended 30 June 2021
Note: the minimum value to be expensed in future years for each of the above grant made in 2021 is $nil. A reversal of previous expense resulting in a negative expense in the future may occur in the event of a KMP departure or failure to meet non-market-based conditions.
Rights granted carry no dividend or voting rights.
The number of rights over ordinary shares granted to and vested by directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below:
| NUMBER OF RIGHTS | NUMBER OF RIGHTS | |
|---|---|---|
| GRANTED DURING THE YEAR | VESTED DURING THE YEAR | |
| NAME | 2021 | 2021 |
| NEDs | ||
| James Spenceley | 789,292 | 789,292 |
| Ellen Comerford | 270,917 | 270,917 |
| Peter Hammond | 577,416 | 577,416 |
| Xiaofan Bai | 153,635 | 153,635 |
| Executives | ||
| Timothy Fung | 4,000,000 | 4,000,000 |
| Nathan Chadwick | 153,846 | 153,846 |
REMUNERATION REPORT (AUDITED) CONTINUED
4.3. Additional statutory disclosures
SHAREHOLDING
The number of shares in the Company held during the financial year by each director and other members of KMP of the Group, including their personally related parties, is set out below:
| ORDINARY SHARES | BALANCE AT THE START OF THE YEAR RECEIVED AS PART OF REMUNERATION ADDITIONS DISPOSALS/ OTHER BALANCE AT THE END OF THE YEAR |
|---|---|
| NEDs James Spenceley Ellen Comerford Peter Hammond Xiaofan Bai Tyler Tan* |
3,212,000 – – – 3,212,000 – – – – – 47,714,000 – 19,615,340 – 67,329,340 58,188,000 – – (1,157,121) 57,030,879 19,789,000 – 5,192,307 (24,981,307) – |
| Executives Timothy Fung Yaniv Bernstein |
28,940,000 – 18,800,000 – 47,740,000 – – 23,077 – 23,077 |
| 157,843,000 – 43,630,724 (26,138,428) 175,335,296 |
- Disposals/other represents no longer being a KMP, not necessarily actual physical disposal.
OPTION HOLDING
The number of options over ordinary shares in the Company held during the financial year by each director and other members of KMP personnel of the Group, including their personally related parties, is set out below:
| OPTIONS OVER ORDINARY SHARES |
BALANCE AT THE START OF THE YEAR GRANTED EXERCISED EXPIRED/ FORFEITED/ OTHER BALANCE AT THE END OF THE YEAR |
BALANCE AT THE START OF THE YEAR GRANTED EXERCISED EXPIRED/ FORFEITED/ OTHER BALANCE AT THE END OF THE YEAR |
|---|---|---|
| NEDs James Spenceley |
1,000,000 – – – 1,000,000 |
|
| Executives Timothy Fung Nathan Chadwick Yaniv Bernstein |
20,483,000 – (18,800,000) – 1,683,000 850,000 1,150,000 – – 2,000,000 1,400,000 2,600,000 – (1,641,000) 2,359,000 |
|
| 23,733,000 3,750,000 (18,800,000) (1,641,000) 7,042,000 |
||
| OPTIONS OVER ORDINARY SHARES | VESTED AND EXERCISABLE VESTED AND UNEXERCISABLE BALANCE AT THE END OF THE YEAR |
|
| NEDs James Spenceley |
479,167 – 479,167 |
|
| Executives Timothy Fung Nathan Chadwick Yaniv Bernstein |
1,492,396 – 1,492,396 841,667 – 841,667 1,859,000 500,000 2,359,000 |
|
| 4,672,230 500,000 5,172,230 |
44 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 45
Directors’ Report continued
REMUNERATION REPORT (AUDITED) CONTINUED
RIGHTS HOLDING
The number of rights over ordinary shares in the Company held during the financial year by each director and other members of KMP of the Group, including their personally related parties, is set out below:
| RIGHTS OVER ORDINARY SHARES BALANCE AT THE START OF THE YEAR |
GRANTED EXERCISED EXPIRED/ FORFEITED/ OTHER BALANCE AT THE END OF THE YEAR |
|---|---|
| NEDs James Spenceley – Ellen Comerford – Peter Hammond – Xiaofan Bai – |
789,292 – – 789,292 270,917 – – 270,917 577,416 – – 577,416 153,635 – – 153,635 |
| Executive KMP Timothy Fung – Nathan Chadwick – |
4,000,000 – – 4,000,000 153,846 – – 153,846 |
| 5,945,106 – – 5,945,106 |
REMUNERATION REPORT (AUDITED) CONTINUED
NED SERVICE AGREEMENTS
The appointment of NEDs is subject to a letter of engagement. Under this approach NEDs are not eligible for any termination benefits following termination of their office, nor any payments other than those required under law such as in respect of superannuation. There are no notice periods applicable to either party under this approach.
Shares that result from the exercise of restricted rights issued in lieu of fees may not be disposed of until the director is no longer a member of the Board, or an employee of the Group unless approved by the Board.
LOANS TO/FROM KMP AND THEIR RELATED PARTIES
During the financial year and to the date of this report, the Group made no loans to directors and other KMP and none were outstanding as at 30 June 2021 (2020: Nil).
OTHER TRANSACTIONS WITH KMP AND THEIR RELATED PARTIES
Certain directors and KMP, or their personally related entities (related parties), hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Group in FY21. The terms and conditions of the transactions were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions with unrelated entities on an arms-length basis.
The following transactions occurred with entities controlled by related parties:
| RIGHTS OVER ORDINARY SHARES | VESTED AND EXERCISABLE VESTED AND UNEXERCISABLE BALANCE AT THE END OF THE YEAR |
|---|---|
| NEDs James Spenceley Ellen Comerford Peter Hammond Xiaofan Bai |
789,292 – 789,292 270,917 – 270,917 577,416 – 577,416 153,635 – 153,635 |
| Executives Timothy Fung Nathan Chadwick |
4,000,000 – 4,000,000 153,846 – 153,846 |
| 5,945,106 – 5,945,106 |
| RELATED PARTY | RELATED ENTITY | TRANSACTION |
|---|---|---|
| Peter Hammond (NED) | Exto Active Pty Ltd | Peter Hammond is a shareholder and director of Exto Active |
| (ATF the Exto Active Trust) | Pty Ltd (ATF the Exto Active Trust “Exto Active Fund”), has | |
| an ownership in the Exto Active Trust and is a Director and | ||
| Shareholder of Exto Partners Pty Ltd, which is the manager of the | ||
| Exto Active Fund. The Exto Active Trust participated as an investor | ||
| in the shares issued at IPO. | ||
| Timothy Fung (CEO and | Timothy Fung (CEO and | The Group received an interest free loan from Timothy Fung, |
| Executive Director) | Executive Director) | which amounted to $nil (2020: $136,435) as at 30 June 2021; the |
| loan outstanding to Timothy Fung at 30 June 2020 was repaid in | ||
| August 2020. | ||
| Modi Song | Modi Song | Modi Song is the spouse of Timothy Fung and is an employee of |
| the Group. Modi received salary on an arm's length basis. |
USE OF EXTERNAL REMUNERATION CONSULTANTS
EXECUTIVE KMP SERVICE AGREEMENTS
The following outlines current executive KMP service agreements:
| EMPLOYING | DURATION OF | NOTICE PERIOD | NOTICE PERIOD | TERMINATION | |
|---|---|---|---|---|---|
| NAME AND POSITION | COMPANY | CONTRACT | FROM THE COMPANY | FROM THE KMP | PAYMENTS* |
| Timothy Fung | Airtasker Limited | No fxed term | 12 months | 12 months | 12 months' |
| (MD and CEO) | fxed pay | ||||
| Nathan Chadwick | Airtasker Limited | No fxed term | 6 months | 6 months | 6 months' |
| (CFO) | fxed pay |
- Under the Corporations Act 2001 the Termination Benefit Limit is 12 months average salary (over prior three years) unless shareholder approval is obtained.
During FY21, the Board engaged approved external remuneration consultants (‘ERC’), Godfrey Remuneration Group Pty Ltd, to provide KMP remuneration recommendations and other services as outlined below:
| SERVICE PROVIDED BY ERC | FEES $ |
|---|---|
| Market data and recommendations regarding executive remuneration quantum and structure NED and executive equity plans design and implementation, and drafting prospectus disclosures |
22,500 51,000 |
| 73,500 |
The ERC provided statements indicating that they viewed the advice they gave as being independent from undue influence.
The Board is of the view that the recommendations received were independent and free from undue influence of any KMP to whom the recommendations related.
This concludes the remuneration report, which has been audited.
46 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 47
Directors’ Report continued
Shares under option
Unissued ordinary shares of Airtasker Limited under option at the date of this report are as follows:
| GRANT DATE EXPIRY DATE EXERCISE PRICE* |
NUMBER UNDER OPTION |
|---|---|
| 1 October 2014 1 October 2021 $0.012 12 October 2015 N/A $0.028 26 July 2016 N/A $0.060 22 August 2017 22 August 2022 $0.303 21 May 2018 21 May 2023 $0.760 23 August 2018 23 August 2023 $0.760 5 October 2018 5 October 2023 $0.760 4 December 2018 4 December 2023 $0.760 1 January 2019 1 January 2024 $0.760 12 April 2019 12 April 2024 $0.760 1 July 2019 1 July 2024 $0.760 13 September 2019 13 September 2024 $0.760 11 November 2019 11 November 2024 $0.760 28 September 2020 28 September 2025 $0.500 11 January 2021 11 January 2026 $0.500 28 September 2020 28 September 2025 $0.500 11 January 2021 11 January 2026 $0.500 |
515,000 130,000 212,000 871,480 250,000 277,000 1,583,417 250,000 4,232,896 33,000 1,542,167 396,000 120,990 2,462,500 5,143,984 1,896,500 6,788,970 |
| 26,705,904 |
- On 28 September 2020 and 11 January 2021, the shares under option with an exercise price of $0.760 underwent an accounting modification in which new options were granted to the option holders at $0.500 and the option holders could only exercise the new $0.500 options by giving up their right to exercise the $0.760 options; what this means is that the option holders can only elect to exercise at either $0.500 or $0.760 but not both. The new shares under options with the exercise price of $0.500 were granted when the market price of the underlying equity instrument was $0.500, and thereby increased the fair value of the $0.760 option by $0.098. The terms were as follows:
| ORIGINAL TERMS – | MODIFIED TERMS – | |
|---|---|---|
| TERMS OF $0.760 OPTIONS | TERMS OF $0.500 OPTIONS | |
| Exercise price | $0.760 | $0.500 |
| Expiry period | Five years post original grant date | Five years from new grant date |
| Vesting conditions | Service-based, over a four year period | Service-based, over a four year period |
| Vesting period | Not applicable | The same timeframe as the original $0.760 grant |
| Selling restrictions | None | Employees cannot sell until three years from new |
| grant date |
Shares under rights
Unissued ordinary shares of Airtasker Limited under rights at the date of this report are as follows:
| GRANT DATE EXPIRY DATE EXERCISE PRICE |
NUMBER UNDER RIGHTS |
|---|---|
| 4 February 2021 4 February 2026 $0.760 4 February 2021 4 February 2036 $0.000 1 March 2021 1 March 2036 $0.000 20 May 2021 Not applicable $0.000 21 May 2021 Not applicable $0.000 1 July 2021 1 July 2036 $0.000 12 July 2021 12 July 2036 $0.000 9 August 2021 9 August 2036 $0.000 |
4,000,000 303,846 1,991,260 500,000 121,408 1,541,064 28,194 21,538 |
| 8,507,310 |
No person entitled to exercise the rights had or has any right by virtue of the right to participate in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of options
The following ordinary shares of Airtasker Limited were issued during the year ended 30 June 2021 and up to the date of this report on the exercise of options granted:
| DATE OPTIONS GRANTED EXERCISE PRICE NUMBER OF SHARES ISSUED |
DATE OPTIONS GRANTED EXERCISE PRICE NUMBER OF SHARES ISSUED |
|---|---|
| 1 October 2014 $0.012 12 October 2015 $0.028 26 July 2016 $0.060 22 August 2017 $0.303 1 July 2019 $0.760 11 January 2021 $0.500 11 January 2021 $0.000 21 August 2018 $0.083 |
6,028,000 2,005,000 622,000 634,464 50,237 141,004 – 18,800,000 28,280,705 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
48 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 49
Directors’ Report continued
Shares issued on the exercise of rights
There were no ordinary shares of Airtasker Limited issued on the exercise of rights during the year ended 30 June 2021 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
Business objectives
Airtasker Limited has used cash and cash equivalents held at the time of listing in a way that is consistent with its stated business objectives.
Officers of the Company who are former partners of Deloitte Touche Tohmatsu
There are no officers of the Company who are former partners of Deloitte Touche Tohmatsu.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
==> picture [117 x 33] intentionally omitted <==
==> picture [90 x 34] intentionally omitted <==
James Spenceley Timothy Fung CHAIRPERSON DIRECTOR
18 August 2021
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 26 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 26 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 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 APES 110 ] Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s 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.
50 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 51
Deloitte Touche Tohmatsu ABN 74 490 121 060
Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia
Phone: +61 2 9322 7000 www.deloitte.com.au
FY21 Financial Report
The Directors Airtasker Limited Level 3, 71 York Street Sydney, NSW 2000
18 August 2021
Dear Directors
CONTENTS
Auditor’s Independence Declaration to Airtasker Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Airtasker Limited.
As lead audit partner for the audit of the financial statements of Airtasker Limited for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
54 Consolidated Statement of Profi t or Loss and Other Comprehensive Income
-
55 Consolidated Statement of Financial Position
-
56 Consolidated Statement of Changes in Equity
-
57 Consolidated Statement of Cash Flows
-
58 Notes to the Consolidated Financial Statements 96 Directors’ Declaration
(ii) any applicable code of professional conduct in relation to the audit.
-
97 Independent Auditor’s Report
-
102 Shareholder Information
Yours faithfully
- 104 Corporate Directory
==> picture [132 x 16] intentionally omitted <==
DELOITTE TOUCHE TOHMATSU
==> picture [87 x 41] intentionally omitted <==
Joshua Tanchel Partner Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
52 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 53
Consolidated Statement of Profit or Loss and Other Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2021
| NOTE | GROUP |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Revenue 5 Other income 6 Interest revenue calculated using the efective interest method Gain/(loss) on derivative fnancial instruments at fair value through proft or loss 7 Expenses Employee benefts expense 7 Sales and marketing expense 7 Technology expense General and administration expense 7 Depreciation and amortisation expense 7 Impairment of assets 12 Finance costs 7 Loss before income tax expense Income tax expense 8 Loss after income tax expense for the year attributable to the owners of Airtasker Limited Other comprehensive income Items that may be reclassifed subsequently to proft or loss Foreign currency translation Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Airtasker Limited |
26,571 19,259 |
| 601 60 |
|
| 13 60 101 (98) (21,112) (18,152) (5,024) (1,157) (2,448) (2,444) (6,032) (3,501) (2,198) (1,229) (74) – (107) (3,052) |
|
| (9,709) (10,254) – – |
|
| (9,709) (10,254) |
|
| 156 (44) |
|
| 156 (44) |
|
| (9,553) (10,298) |
|
| Basic earnings per share 34 Diluted earnings per share 34 |
CENTS CENTS |
| (2.99) (3.53) |
|
| (2.99) (3.53) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Consolidated Statement of Financial Position
AS AT 30 JUNE 2021
| NOTE | GROUP |
|---|---|
| 2021 $’000 2020 $’000 |
|
| ASSETS | 33,854 12,597 – 219 12,005 500 1,215 2,881 |
| Current assets | |
| Cash and cash equivalents 9 Trade and other receivables Financial instruments 10 Other assets 11 Total current assets Non-current assets Property, plant and equipment 12 Right-of-use assets 13 Intangibles 14 Other assets 11 Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables 15 |
|
| 47,074 16,197 |
|
| 291 568 419 551 9,553 2,453 197 197 |
|
| 10,460 3,769 |
|
| 57,534 19,966 |
|
| 6,031 1,782 641 337 422 485 1,454 1,962 1,122 735 – 25,171 3,500 3,110 |
|
| Contract liabilities 16 |
|
| Lease liabilities 17 Provisions 18 Employee benefts Financial instruments 19 Unclaimed customer credits Total current liabilities Non-current liabilities |
|
| 13,170 33,582 |
|
| – 351 189 143 |
|
| Lease liabilities 17 |
|
| Employee benefts Total non-current liabilities TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Issued capital 20 Other equity 21 Reserves 22 Accumulated losses TOTAL EQUITY/(DEFICIENCY) |
|
| 189 494 |
|
| 13,359 34,076 |
|
| 44,175 (14,110) |
|
| 123,062 59,488 – 2,544 15,709 8,745 (94,596) (84,887) |
|
| 44,175 (14,110) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
54 AIRTASKER FY21 ANNUAL REPORT
55
AIRTASKER FY21 ANNUAL REPORT
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2021
| GROUP | ISSUED CAPITAL $’000 OTHER EQUITY $’000 RESERVES $’000 ACCUMULATED LOSSES $’000 TOTAL DEFICIENCY IN EQUITY $’000 |
|
|---|---|---|
| Balance at 1 July 2019 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 20) Share-based payments (note 35) Net movement in share issue costs Simple Agreement for Future Equity ('SAFE') equity instrument issued Balance at 30 June 2020 |
59,429 – 4,372 (74,633) (10,832) – – – (10,254) (10,254) – – (44) – (44) |
|
| – – (44) (10,254) (10,298) 23 – – – 23 – – 4,417 – 4,417 36 – – – 36 – 2,544 – – 2,544 |
||
| 59,488 2,544 8,745 (84,887) (14,110) |
||
| Balance at 1 July 2020 | 59,488 2,544 8,745 (84,887) (14,110) |
|
| Loss after income tax expense for the year |
– – – (9,709) (9,709) |
|
| Other comprehensive income for the year, net of tax |
– – 156 – 156 |
|
| Total comprehensive income for the year |
– – 156 (9,709) (9,553) |
|
| Transactions with owners in their capacity as owners: |
||
| Contributions of equity, net of transaction costs (note 20) |
61,030 – – – 61,030 |
|
| Share-based payments (note 35) | – – 6,808 – 6,808 |
|
| SAFE equity instrument converted to contributed equity |
2,544 (2,544) – – – |
|
| Balance at 30 June 2021 | 123,062 – 15,709 (94,596) 44,175 |
FOR THE YEAR ENDED 30 JUNE 2021
| NOTE | GROUP 2021 $’000 2020 $’000 30,007 21,519 (25,452) (22,608) 4,555 (1,089) 1,004 477 2 60 (41) (97) 5,520 (649) (3,125) - (124) (108) (4,998) (2,470) (11,502) (500) - 3 (19,749) (3,075) 37,608 10,358 - 500 (1,672) - (450) (353) 35,486 10,505 21,257 6,781 12,597 5,816 33,854 12,597 |
|---|---|
| Cash fows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Government grants Interest received Interest paid on lease liabilities Net cash from/(used in) operating activities 33 Cash fows from investing activities Payment for purchase of business, net of cash acquired 32 Payments for property, plant and equipment 12 Payments for intangibles 14 Payments for term deposits and bonds Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash fows from fnancing activities Proceeds from issue of shares Net proceeds from SAFE notes and convertible notes issued Share issue transaction costs 20 Payment of lease liabilities 33 Net cash from fnancing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the fnancial year Cash and cash equivalents at the end of the fnancial year 9 |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
56 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 57
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 1. General information
The financial statements cover Airtasker Limited as a group consisting of Airtasker Limited (the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year (collectively referred to as the ‘Group’). The financial statements are presented in Australian dollars, which is Airtasker Limited’s functional and presentation currency.
Airtasker Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
REGISTERED OFFICE
Charternet Services Pty Limited Level 20 109 Pitt Street Sydney NSW 2000
PRINCIPAL PLACE OF BUSINESS
Level 3 71 York Street Sydney NSW 2000
A description of the nature of the Group’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 18 August 2021. The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards (‘AAS’) and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 , as appropriate for forprofit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
HISTORICAL COST CONVENTION
The financial statements have been prepared under the historical cost convention, except for the revaluation of financial assets and liabilities at fair value through profit or loss and derivative financial instruments.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the 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 3.
Parent entity information
In accordance with the Corporations Act 2001 , these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 36.
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2021 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is the Company’s functional and presentation currency.
FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions are translated into the entity’s functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
FOREIGN OPERATIONS
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The Group recognises revenue as follows:
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as unclaimed customer credits and contract liabilities.
FEE REVENUE
Fee revenue is made up of booking and service fees. The booking fee is calculated as a fixed percentage of the task value (subject to a floor and a cap) of the contract formed between the Group, customer and tasker. The service fee is charged to the tasker and is a variable percentage of the task value of the contract formed between the Group, customer and tasker calculated at task completion based on the tasker’s earnings in the last 30 days prior to the task completion.
The Group has one integrated performance obligation in relation to fee revenue which is considered satisfied when its overall end-to-end service offerings to the customer is delivered upon task completion. The service offerings available to the Group’s customers are listed below:
-
[initial connection between the customer and tasker ] at task assignment when a contract is formed between the Group, customer and tasker and the transaction price is determined;
-
[the facilitation of secure payments between the ] customer and tasker by the escrow of the transaction price upon task assignment and the disbursement to the tasker on task completion; and
-
[the provision of other services on the Group’s ] platform such as customer support, insurance and mechanisms for messaging and feedback.
From the customer’s perspective, the Group’s promised distinct services are only transferred to the customer on task completion and it is at this point in time in which the performance obligation is satisfied and service fee revenue is recognised.
UNCLAIMED CUSTOMER CREDIT BREAKAGE REVENUE
A customer credit is created and debited to a customer’s account under two circumstances:
-
(i) when an assigned task is neither marked completed nor cancelled for a period of 90 days (‘incomplete task credits’); and
-
(ii) when an assigned task is cancelled (‘cancellation credits’).
The Group’s terms and conditions enable the expiry of customer credit that remains unclaimed within a specified period as dictated by the terms and conditions. The Group recognises breakage revenue from unclaimed customer credits in each case as follows:
Unclaimed incomplete task credits: The Group expects to be entitled to revenue from the unclaimed incomplete task credits expiring from customer accounts 12 months after the initial grant of the incomplete task credits. The expected revenue to be recognised is equivalent to the forecasted unclaimed incomplete task credit balances after 12 months and is recognised over time, over the 12 months prior to expiry, in proportion to the historical average pattern of incomplete task credits redemption by customers. The Group will not recognise any estimated revenue amount until it is highly probable that a significant revenue reversal will not occur. If the Group cannot determine that it is highly probable that the credit will remain unclaimed, it will not recognise any amounts as revenue until the likelihood of customer redemptions becomes remote.
Unclaimed cancellation credits: The Group expects to be entitled to revenue from the unclaimed cancellation credits expiring from customer accounts 18 months after the initial grant of the cancellation credits. The expected revenue to be recognised is equivalent to the forecasted unclaimed cancellation credit balances after 18 months and is recognised over time, over the 18 months prior to expiry, in proportion to the historical average pattern of cancellation credits redemption by customers. The Group will not recognise any estimated revenue amount until it is highly probable that a significant revenue reversal will not occur. If the Group cannot determine that it is highly probable that the credit will remain unclaimed, it will not recognise any amounts as revenue until the likelihood of customer redemptions becomes remote.
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
INTEREST
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
OTHER REVENUE
Other revenue is recognised when it is received or when
the right to receive payment is established.
Government grants
Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss as other income over the periods necessary to match them with the costs that they are intended to compensate. Government subsidies received under the Australian Federal Government’s JobKeeper scheme during the year have been offset against employee benefits expense as well as platform development costs.
Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
-
[when the deferred income tax asset or liability arises ] from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
-
[when the taxable temporary difference is associated ] with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, 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.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Trade and other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current depending on the expected period of realisation.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:
Leasehold improvements 3-5 years Furniture and fixtures 4-10 years Computer equipment 2-4 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost
of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straightline basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
GOODWILL
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
PATENTS AND TRADEMARKS
Patents and trademarks with indefinite useful life are not amortised and are subsequently measured at cost less any impairment.
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
PLATFORM DEVELOPMENT
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when: it is probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use or sell the asset; the Group has sufficient resources and intent to complete the development; and its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of one to five years. The capitalised platform development costs are shown net of research and development tax offset credits.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-inuse is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cashgenerating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their shortterm nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within their repayment terms of 14-60 days.
Unclaimed customer credits
Unclaimed customer credits represents both incomplete task credits and cancellation credits. Refer to ‘Revenue recognition – Unclaimed customer credit breakage revenue’ policy on page 60.
Contract liabilities
Contract liabilities are recognised upon task assignment when a customer pays consideration, and represent the Group’s performance obligation in relation to service fee revenue. From the customer’s perspective, the Group’s promised distinct services are only transferred to the customer on task completion and it is only at this point in time in which the performance obligation is satisfied and service fee revenue is recognised upon the unwinding of the contract liabilities.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
SHORT-TERM EMPLOYEE BENEFITS
Liabilities for wages, salaries and short-term incentives, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
OTHER LONG-TERM EMPLOYEE BENEFITS
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
DEFINED CONTRIBUTION SUPERANNUATION EXPENSE
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
SHARE-BASED PAYMENTS
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, options over shares or rights over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the 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, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest based on the expectation of achievement of non-market hurdles and the satisfied portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
If an equity-settled award is cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques used to measure fair value are those that are appropriate in the circumstances and which maximise the use of relevant observable inputs and minimise the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
Preference shares
Preference shares are classified as a host debt financial liability at amortised cost when redemption is contingent on a future event of a trade sale being outside the control of the Group. The preference share conversion feature into ordinary shares is treated as an embedded financial liability derivative due to its down round anti-dilutive clauses, and separated from the host contract at fair value through profit or loss.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any noncontrolling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer.
Earnings per share
BASIC EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to the owners of Airtasker Limited, 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 financial year.
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 additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘roundingoff’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
Comparatives
Comparatives have been realigned to the current year presentation. The net loss for the year and net assets have not been impacted by the realignment.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group has not yet fully assessed the impact of these new or amended Accounting Standards and Interpretations.
FOR THE YEAR ENDED 30 JUNE 2021
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
Participating in share options plans meets the criteria of equity-settled share-based payment transactions. The Group has recognised the fair value of the services received, and the corresponding increase in equity based on the fair value of the equity transaction at the date at which they are granted. There is a degree of judgement in estimating the fair value of equity instruments granted. The fair value of the options issued has been based on the fair value of the underlying share instrument considering the latest market prices, taking into account the terms and conditions upon which those equity instruments were granted. In respect of options and rights issued prior to the IPO in March 2021, the Group has used the services of an expert to assist it in determining fair value of the share instrument under options issued and used the Black-Scholes model to arrive at the fair value of the options.
Management has exercised its best judgements in determining the key inputs in the Black-Scholes model which includes volatility and the risk-free rate.
Stored value breakage revenue
Stored value breakage revenue from unclaimed incomplete task credits and cancellation credits is estimated based on the forecasted breakage rates of each cohort and the credit redemption patterns of Customers; this forecast has been calculated using historical data collected from the Group’s platform.
The determination of the forecasted breakage rate at the point-in-time in which unclaimed credits are physically expired from Customer accounts and the pattern of rights in which credits are exercised requires a significant amount of judgement, estimates and assumptions. A wide range of factors have been considered when determining the forecasted breakage rates and redemption patterns, such as the historical average breakage rate and redemption patterns, cancellation rates, seasonality impacts, activity trends and expected increase of repeat customer rate.
Platform development costs
As disclosed in note 2, software is capitalised when the Group can reliably determine when the recognition criteria are met in order to capitalise software development costs. To determine the cost of software development, management uses the professional judgement of the leadership teams from Engineering, Product Management and Product Design to estimate the capitalisation percentage to apply to the salaries of each employee who worked on the capitalisable projects according to their role, responsibility and nature of work. Management has also exercised its best estimates to allocate the capitalisable employee costs to each project according to the scope and nature of the projects and Jira system records.
Fair value measurement hierarchy
The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS CONTINUED
Note 4. Operating segments
Identification of reportable operating segments
Goodwill and other indefinite life intangible assets
The Group operates within one business segment, being the operation of online platform enabling users to outsource everyday tasks and reports to the Board of Directors (who are identified as the CODM) on the performance of the Group as a whole. While the Group generates revenue in a number of countries including Australia (where the majority of its revenue was generated in the current year), the UK and the USA, 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 Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on fair value less cost of disposal. Refer to note 14 for further information.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement and estimates are required in recognising and measuring current and deferred tax amounts. For any uncertain tax treatment adopted relating to transactions or events, the Group recognises and measures tax related amounts having regard to both the probability that such amounts may be challenged by a tax authority and the expected resolution of such uncertainties. In such circumstances, tax balances are determined based on either most-likely amount or expected-value probability based outcomes. Where final tax outcomes vary from what is estimated, such differences will impact the current and deferred tax provisions recognised in the financial statements.
Unless stated otherwise, all amounts reported to the Board of Directors are determined in accordance with accounting policies that are consistent with those adopted in these financial statements.
The Group has identified a single operating segment, which is the whole of the consolidated operation. This single operating segment represents a reporting segment. The segment disclosure for the reporting segment is consistent to those amounts present in the primary statements and notes.
The information reported to the CODM is on a regular basis.
Major customers
Recovery of deferred tax assets
During the years ended 30 June 2021 and 30 June 2020 there were no major customers that represent greater than 10% of the Group’s revenue.
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 5. Revenue
| Note 5. Revenue | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Fee revenue Unclaimed customer credit breakage revenue Revenue |
23,184 16,827 3,387 2,432 |
| 26,571 19,259 |
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Timing of revenue recognition Services transferred at a point in time Customer credits redeemed and transferred over time Revenue |
23,184 16,827 3,387 2,432 |
| 26,571 19,259 |
Geographical regions
The Group has revenue from its operations primarily in Australia. Revenue from United Kingdom and United States of America operations is not considered to be material relative to the Group’s revenue and consequently no geographical disaggregation of the revenue has been provided.
Note 6. Other income
| Note 6. Other income | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Government grants – research and development tax incentive refund Other income Other income |
575 – 26 60 |
| 601 60 |
Government grants – research and development tax incentive refund
The research and development (‘R&D’) tax incentive refund recognised pertains to the eligible R&D expenditures incurred for the years ended 30 June 2017, 30 June 2018, 30 June 2019 and 30 June 2020; this refund was received as a credit against the liability to the Australian Taxation Office (‘ATO’). Refer to note 18.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 7. Expenses
Loss before income tax includes the following specific expenses:
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Cost of sales Cost of sales Depreciation Leasehold improvements (note 12) Furniture and fxtures (note 12) Computer equipment (note 12) Ofce buildings – right-of-use assets (note 13) Total depreciation Amortisation Platform development (note 14) Total depreciation and amortisation Finance costs Interest and fnance charges paid/payable on lease liabilities General interest charge Fair value movement on preference share fnancial liability Finance costs expensed Net foreign exchange loss/(gain) Net foreign exchange loss/(gain) Net (gain)/loss on derivatives not qualifying as hedges Net (gain)/loss on derivatives not qualifying as hedges Leases Short-term and low-value lease payments COVID-19 rent concession received Superannuation expense Defned contribution superannuation expense Share-based payments expense Share-based payments expense Research costs Research costs Sales and marketing expense Equity contra advertising expense Paid and direct marketing |
1,727 1,341 |
| 209 208 6 5 112 138 491 430 |
|
| 818 781 1,380 448 |
|
| 2,198 1,229 |
|
| 41 97 66 – – 2,955 |
|
| 107 3,052 |
|
| 211 (37) |
|
| (101) 98 |
|
| 3 4 (75) (75) |
|
| (72) (71) |
|
| 1,279 1,192 |
|
| 6,808 4,417 |
|
| 5,118 6,687 |
|
| 2,394 (94) 1,636 653 |
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 7. EXPENSES CONTINUED
Government grants
Due to the impact of COVID-19 on the Group’s turnover, government subsidies of $769,500 (30 June 2020: $637,500) were received under the Australian Federal Government’s JobKeeper scheme during the year ended 30 June 2021. The Group became eligible for the scheme from its inception in March 2020 and received payments under the scheme until 27 September 2020.
The amounts received during the year ended 30 June 2021 have been recognised as follows:
-
[a credit of $501,000 to employee benefits expense, reducing employee benefits expense from $21,613,000 to ] $21,112,000; and
-
[a credit of $268,000 has been offset against platform development costs, reducing capitalised expenditure from ] $5,266,000 to $4,998,000.
The Group also received a Cash Flow Boost of $25,000 (2020: $50,000) from the government, which has been recognised as ‘Other income’.
Note 8. Income tax
| Note 8. Income tax | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Numerical reconciliation of income tax expense to accounting result Loss before income tax expense Tax at the statutory tax rate of 26% (2020: 27.5%) Tax efect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments Amortisation of prepaid advertising services procured through the issue of a SAFE equity instrument Non-taxable government grant income and other gains Other non-deductible expenditure Interest expense on fnancial instruments Prior years research and development claim adjustment Current year temporary diferences not recognised Tax losses not brought to account Income tax expense |
(9,709) (10,254) |
| (2,524) (2,820) 1,770 1,215 622 – (156) (14) 74 15 – 813 – 39 |
|
| (214) (752) (147) 98 361 654 – – |
|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax beneft @ 25% (2020: 26%) |
44,039 43,678 |
| 11,010 11,356 |
The above potential tax benefit for tax losses has not been recognised in the statement of financial position, as it is not probable that there will be sufficient profits against which these tax losses can be utilised. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 8. INCOME TAX CONTINUED
Changes in tax rate
The corporate tax rate applicable to base rate entities reduces from 27.5% to 26% for the 2020-21 income year and further reduces to 25% prospectively from the 2021-22 income year. The Group qualifies as a base rate entity as it has a turnover of less than $50,000,000 and less than 80% of its assessable income is derived from base rate entity passive income. The Group has remeasured its deferred tax balances, and any unrecognised potential tax benefits arising from carried forward tax losses, based on the effective tax rate that is expected to apply in the year the temporary differences are expected to reverse or benefits from tax losses realised. The impact of the change in tax rate on deferred tax balances has been recognised as tax expense in profit or loss or as an adjustment to equity to the extent to which the deferred tax relates to items previously recognised outside profit or loss.
Note 9. Cash and cash equivalents
| Note 9. Cash and cash equivalents | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current assets Cash at bank Stripe clearing account |
32,844 11,688 |
| 1,010 909 |
|
| 33,854 12,597 |
Included in the Stripe clearing account are funds held in For Benefit Of (‘FBO’) accounts on behalf of the Group by Stripe’s respective legal entities. Stripe is the Group’s payment gateway partner whose accounts are underwritten by its various domestic banking partners in each of its legal entities.
Note 10. Financial instruments
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current assets Forward foreign exchange contracts Term deposits |
3 – 12,002 500 |
| 12,005 500 |
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 11. Other assets
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Current assets Prepayments Other assets Non-current assets Term deposits and bonds |
1,183 2,881 32 – |
| 1,215 2,881 |
|
| 197 197 |
|
| 1,412 3,078 |
Note 12. Property, plant and equipment
| Note 12. Property, plant and equipment | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Non-current assets | 660 970 (556) (583) |
| Leasehold improvements – at cost Less: Accumulated depreciation Furniture and fxtures – at cost Less: Accumulated depreciation Computer equipment – at cost Less: Accumulated depreciation |
|
| 104 387 |
|
| 69 69 (34) (28) |
|
| 35 41 |
|
| 709 589 (557) (449) |
|
| 152 140 |
|
| 291 568 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Refer to note 25 for further information on fair value measurement.
Term deposits are held on average for six months during the period.
| GROUP | LEASEHOLD IMPROVEMENTS $’000 FURNITURE AND FIXTURES $’000 COMPUTER EQUIPMENT $’000 TOTAL $’000 |
|---|---|
| Balance at 1 July 2019 Additions Disposals Depreciation expense Balance at 30 June 2020 Additions Impairment of assets Depreciation expense Balance at 30 June 2021 |
595 35 184 814 – 11 97 108 – – (3) (3) (208) (5) (138) (351) |
| 387 41 140 568 – – 124 124 (74) – – (74) (209) (6) (112) (327) |
|
| 104 35 152 291 |
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 13. Right-of-use assets
| Note 13. Right-of-use assets | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Non-current assets Ofce buildings – right-of-use Less: Accumulated depreciation |
2,250 1,891 (1,831) (1,340) |
| 419 551 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| GROUP OFFICE BUILDINGS – RIGHT-OF-USE $’000 |
GROUP OFFICE BUILDINGS – RIGHT-OF-USE $’000 |
|---|---|
| Balance at 1 July 2019 Depreciation expense Balance at 30 June 2020 Additions Depreciation expense Balance at 30 June 2021 |
981 (430) |
| 551 359 (491) |
|
| 419 |
For other lease related disclosures refer to the following:
-
[note 7 for details of depreciation on right-of-use assets, interest on lease liabilities and other lease payments;]
-
[note 17 for lease liabilities as at the reporting date;]
-
[note 24 for undiscounted future lease commitments; and]
-
[the statement of cash flows for repayment of lease liabilities.]
FOR THE YEAR ENDED 30 JUNE 2021
Note 14. Intangibles
| Note 14. Intangibles | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Non-current assets Goodwill – at cost Patents and trademarks – at cost Platform development – at cost Less: Accumulated amortisation |
3,482 – |
| 57 57 7,929 2,931 (1,915) (535) |
|
| 6,014 2,396 |
|
| 9,553 2,453 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| GROUP | GOODWILL $’000 PATENTS AND TRADEMARKS $’000 PLATFORM DEVELOPMENT $’000 TOTAL $’000 |
|---|---|
| Balance at 1 July 2019 Additions Amortisation expense Balance at 30 June 2020 Additions Additions through business combinations (note 32) Amortisation expense Balance at 30 June 2021 |
– 56 375 431 – 1 2,469 2,470 – – (448) (448) |
| – 57 2,396 2,453 – – 4,998 4,998 3,482 – – 3,482 – – (1,380) (1,380) |
|
| 3,482 57 6,014 9,553 |
Impairment testing
The Group has one cash-generating unit (‘CGU’) which is the whole of its consolidated operations. Goodwill acquired through business combinations has been allocated to the consolidated operations CGU. The recoverable amount of the Group’s goodwill has been based on the purchase price paid at the date of the Group’s acquisition of the Zaarly, Inc. business (‘Zaarly’) on the 21 May 2021. Since then, there has been no significant change to the business nor indicators of impairment identified. The Group has also considered its goodwill recoverability through a fair value less costs of disposal approach noting significant headroom based on the Group’s market capitalisation of $455,115,000 at 30 June 2021 and comparable market multiples of revenue for other listed companies. The goodwill acquired through the business combination with Zaarly is comprised of predominantly the capability and knowledge of Zaarly’s founder and employees with the objective to not only facilitate the Group’s acceleration into the US market but also to further increase the Group’s competencies in marketplace operations that can be leveraged across non-US markets.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 15. Trade and other payables
| Note 15. Trade and other payables | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current liabilities Trade payables Director's loan payable Escrowed payment Accrued expenses Other payables |
1,569 547 – 136 333 – 1,712 563 2,417 536 |
| 6,031 1,782 |
Refer to note 24 for further information on financial instruments information.
Escrowed payment
The escrowed payment relates to the business acquisition during the financial year ended 30 June 2021. Refer to note 32 for further details.
Note 16. Contract liabilities
| Note 16. Contract liabilities | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current liabilities Contract liabilities |
641 337 |
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Reconciliation Reconciliation of the values at the beginning and end of the current and previous fnancial year are set out below: Opening balance Payments received in advance Transfer to revenue Closing balance |
337 468 23,488 16,696 (23,184) (16,827) |
| 641 337 |
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 16. CONTRACT LIABILITIES CONTINUED
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $641,000 as at 30 June 2021 ($337,000 as at 30 June 2020) and is expected to be recognised as revenue upon task completion in future periods as follows:
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Within 12 months | 641 337 |
Contract liabilities for unclaimed customer credits
As disclosed in note 2, unclaimed customer credit represents the amounts that the customer has already paid but the Group is crediting back to their account when an assigned task has been either inactive for a period of 90 days or when an assigned task is cancelled prior to task completion. As task completion is the performance obligation that is required to be satisfied (note 2), unclaimed customer credits are therefore considered as contract liabilities. The Group recognises revenue from unclaimed customer credits when customers redeem credits and/or when the Group expects to be entitled to a breakage amount from its unclaimed customer credits liability as detailed in note 2. The Group does not recognise the full balance of customer credits as revenue, because upon redemption some credits are paid to the tasker who completes the task, and customers may also elect a cash refund in certain circumstances. Revenue arising from unclaimed customer credits liability is recognised over time at the earlier of:
-
[customer usage, in conjunction with expected breakage in proportion to the pattern of rights exercised by the ] customers; or
-
[upon the expiration of the validity period of the customer credits.]
The Group expects to realise unclaimed customer credits as revenue within two years of the reporting date.
Note 17. Lease liabilities
| Note 17. Lease liabilities | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current liabilities Lease liability Non-current liabilities Lease liability |
422 485 |
| – 351 |
|
| 422 836 |
Refer to note 24 for further information on financial instruments information.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 18. Provisions
| Note 18. Provisions | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current liabilities Government grants |
1,454 1,962 |
Government grants
The Group is currently in dispute with the ATO in relation to its R&D tax offset incentive claimed for the years ended 30 June 2015 and 30 June 2016, which total $1,962,000. The balance of government grants provisioned as at 30 June 2021 has reduced compared with 30 June 2020, reflecting R&D tax offset incentive claims received by the Group during the year ended 30 June 2021 in respect of the years ended 30 June 2017, 30 June 2018, 30 June 2019 and 30 June 2020, which were received by the Group as an offset against the existing liability.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
| GROUP – 2021 GOVERNMENT GRANTS $’000 |
GROUP – 2021 GOVERNMENT GRANTS $’000 |
|---|---|
| Carrying amount at the start of the year Refund received (note 6) General interest charge Carrying amount at the end of the year |
1,962 (575) 67 |
| 1,454 |
Note 19. Financial instruments
| Note 19. Financial instruments | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Current liabilities Forward foreign exchange contracts Preference share fnancial liability |
– 98 – 25,073 |
| – 25,171 |
Refer to note 24 for further information on financial instruments information.
FOR THE YEAR ENDED 30 JUNE 2021
Note 20. Issued capital
| GROUP | |
| 2021 SHARES 2020 SHARES 2021 $’000 2020 $’000 |
|
| Ordinary shares – fully paid Employee restricted ordinary shares – fully paid |
413,741,361 290,667,000 123,062 59,465 – 1,896,000 – 23 |
| 413,741,361 290,667,000 123,062 59,465 |
Movements in ordinary share capital
| DETAILS DATE |
SHARES $’000 |
|---|---|
| Balance 1 July 2019 Balance 30 June 2020 Issue of shares on exercise of options under Alumni Ofer 22-29 January 2021 Issue of shares on exercise of options under Alumni Ofer 1 February 2021 Issue of shares to existing contractual rights holder 8 February 2021 Issue of shares on conversion of preference shares 15 March 2021 Issue of shares on conversion of employee restricted ordinary shares 15 March 2021 Issue of shares on conversion of SAFE equity instrument 15 March 2021 Issue of shares under Alumni Ofer 15 March 2021 Issue of shares on exercise of options 15 March 2021 Issue of shares on IPO 23 March 2021 Less: share issue transaction costs 23 March 2021 Issue of shares on exercise of options 30 April 2021 Issue of shares on exercise of options 7 May 2021 Less: share issue transaction costs 25 May 2021 Issue of shares 1 June 2021 Balance 30 June 2021 |
290,667,000 59,465 |
| 290,667,000 59,465 9,018,027 334 8,000 2 18,800,000 1,568 38,573,082 25,073 1,896,000 23 6,923,076 2,544 3,940,169 – 95,000 1 23,076,923 15,000 – (925) 31,650 16 8,500 4 – (747) 20,703,934 20,704 |
|
| 413,741,361 123,062 |
Movements in employee restricted ordinary shares
Refer to note 25 for further information on fair value measurement.
Preference shares
The number of preference shares on issue as at 30 June 2021 was nil (30 June 2020: 33,077,185). The preference shares were mandatorily converted into ordinary shares on completion of the IPO.
| DETAILS DATE |
SHARES $’000 |
|---|---|
| Balance 1 July 2019 Issue of employee restricted shares on conversion of options Balance 30 June 2020 Conversion of employee restricted shares on IPO 15 March 2021 Balance 30 June 2021 |
– – 1,896,000 23 |
| 1,896,000 23 (1,896,000) (23) |
|
| – – |
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 20. ISSUES CAPITAL CONTINUED
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Employee restricted ordinary shares
Employee restricted ordinary shares are shares issued under the Company’s employee options plan.
Prior to the IPO each employee restricted share conferred on the holder the right to receive notice and to attend all meetings of the Company but not to vote at any such meeting and does not confer a right to dividends or, in the event of a winding up of the Company, to the repayment of any amount paid up on the share.
Upon the Company’s IPO the employee shares automatically converted to fully paid ordinary shares.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group manages capital with the objectives of ensuring its ability to continue as a going concern, and to maintain an optimal capital structure to reduce its costs of capital. These objectives are designed to enable the Group to maximise returns to shareholders.
The capital structure of the Group consists of equity of the Group (comprising issued capital (note 20), reserves (note 22) and accumulated losses). The Group had no borrowings as at 30 June 2021. The Group is not subject to any externally imposed capital requirements. The Group reviews its capital structure on a regular basis, and as part of this review, considers the above objectives and the risks associated with each class of capital.
Note 21. Other equity
| Note 21. Other equity | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Simple agreement for future equity (‘SAFE’) instrument | – 2,544 |
The SAFE was an agreement between the Group and Seven West Media (‘SWM’). SWM provided $4,500,000 in funding of which $4,000,000 was applied to advertising services related to promotion of the Group. The equity component of the SAFE agreement was $2,544,000 as at 30 June 2020, which was converted into ordinary shares during the financial year ended 30 June 2021 as part of the IPO.
FOR THE YEAR ENDED 30 JUNE 2021
Note 22. Reserves
| Note 22. Reserves | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Foreign currency reserve Share-based payments reserve |
55 (101) 15,654 8,846 |
| 15,709 8,745 |
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| GROUP | FOREIGN CURRENCY RESERVE $’000 SHARE-BASED PAYMENTS RESERVE $’000 TOTAL $’000 |
|---|---|
| Balance at 1 July 2019 Foreign currency translation Share-based payments Balance at 30 June 2020 Foreign currency translation Share-based payments Balance at 30 June 2021 |
(57) 4,429 4,372 (44) – (44) – 4,417 4,417 |
| (101) 8,846 8,745 156 – 156 – 6,808 6,808 |
|
| 55 15,654 15,709 |
Note 23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 24. Financial instruments information
Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk.
RISK MANAGEMENT FRAMEWORK
The Group’s Board of Directors has ultimate responsibility for establishment and oversight of the Group’s risk management framework. The Board of Directors has established the Audit and Risk Committee, whose responsibilities include developing and monitoring the Group’s risk management framework. The Committee reports regularly to the Board of Directors on these activities.
The Group’s risk management program processes have been established to identify and assess the risks faced by the Group, set appropriate risk limits and controls, and monitor these risks and adherence to agreed limits. Financial risk management is carried out by senior finance executives (‘Finance’) based on the risk management framework established by the Board of Directors. Finance identifies, evaluates and, where appropriate, hedges financial risks within the Group’s operations and reports to the Board of Directors on a monthly basis.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s profit or loss or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the returns.
FOREIGN CURRENCY RISK
The Group transacts in currencies other than its reporting currency of the Australian dollar, most notably the US dollar and pound sterling. The Group’s revenue is primarily denominated in Australian dollars, although there is a small component of revenue denominated in other currencies. The Group is exposed to the net impact of movements in exchange rates in foreign currencies in which revenue is denominated, or in which services are provided, and hence is subject to both realised and unrealised gains and losses on foreign currency movements. The Group does not consider its foreign currency risk to be significant and it is the policy of the Group to enter into participating foreign exchange forward contracts to manage the foreign currency risk associated with anticipated employee and supplier payments.
PRICE RISK
The Group is not exposed to any significant price risk.
INTEREST RATE RISK
The Group is not exposed to any significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Due to its business model, whereby cash is collected by the Group prior to the completion of a task, the Group has limited counterparty risk with its Customers. The Group’s main credit risk exposure is cash and cash equivalents and term deposits and to minimise this risk, the Group only holds cash and cash equivalents and term deposits with creditworthy counterparties, and the credit ratings of its counterparties are periodically monitored.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 24. FINANCIAL INSTRUMENTS INFORMATION CONTINUED
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty meeting its financial obligations that are settled by cash. The Group manages liquidity risk by maintaining adequate reserves and continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
REMAINING CONTRACTUAL MATURITIES
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have 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.
| GROUP – 2021 WEIGHTED AVERAGE INTEREST RATE % |
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 payables – |
1,569 – – – 1,569 |
| Other payables – |
2,417 – – – 2,417 |
| Escrowed payment – |
333 – – – 333 |
| Interest-bearing – variable | |
| Lease liability 9.58% |
423 – – – 423 |
| Total non-derivatives | 4,742 – – – 4,742 |
| DERIVATIVES | |
| Forward foreign exchange contracts net settled – |
(3) – – – (3) |
| Total derivatives | (3) – – – (3) |
| GROUP – 2020 | |
| NON DERIVATIVES Non-interest bearing Trade payables – Other payables – Other loans – Interest-bearing – variable Lease liability 10.00% Interest-bearing – fxed rate Preference share fnancial liability* – Total non-derivatives DERIVATIVES Forward foreign exchange contracts net settled – Total derivatives |
547 – – – 547 536 – – – 536 136 – – – 136 530 423 – – 953 25,073 – – – 25,073 |
| 26,822 423 – – 27,245 98 – – – 98 |
|
| 98 – – – 98 |
- The terms of the preference shares included a mandatory conversion into ordinary shares in the event of an IPO.
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 25. Fair value measurement
Fair value hierarchy
The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Unobservable inputs for the asset or liability.
| GROUP – 2021 | LEVEL 1 $’000 LEVEL 2 $’000 LEVEL 3 $’000 TOTAL $’000 |
|---|---|
| ASSETS | |
| Forward foreign exchange contracts | – 3 – 3 |
| Total assets | – 3 – 3 |
| GROUP – 2020 | |
| – 98 – 98 – – 25,073 25,073 |
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Preference share financial liability and derivative financial instruments have been valued using inputs from the terms of their contractual agreements. This valuation technique maximises the use of contractual data where it is available and relies as little as possible on entity specific estimates.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 25. FAIR VALUE MEASUREMENT CONTINUED
Level 3 liabilities
Movements in level 3 liabilities during the current and previous financial year are set out below:
| GROUP | CONVERTIBLE NOTE LIABILITY $’000 PREFERENCE SHARE FINANCIAL LIABILITY $’000 TOTAL $’000 |
|---|---|
| Balance at 1 July 2019 Additions Conversion to preference shares Fair value movement on preference share fnancial liability Balance at 30 June 2020 Conversion to ordinary shares (note 20) Balance at 30 June 2021 |
(11,782) – (11,782) – (10,336) (10,336) 11,782 (11,782) – – (2,955) (2,955) |
| – (25,073) (25,073) – 25,073 25,073 |
|
| – – – |
Note 26. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company, and unrelated firms:
| GROUP | |
|---|---|
| 2021 $ 2020 $ |
|
| Audit services – Deloitte Touche Tohmatsu (2020: RSM Australia Partners) Audit or review of the fnancial statements Other services – Deloitte Touche Tohmatsu (2020: RSM Australia Partners) Investigating Accountant's Report related to the IPO Other services Audit services – unrelated frms Audit or review of the fnancial statements |
185,000 89,350 |
| 580,000 – 60,500 16,000 |
|
| 640,500 16,000 |
|
| 825,500 105,350 |
|
| 28,000 – |
Note 27. Contingent liabilities
The Group did not have any contingent liabilities as at 30 June 2021 and 30 June 2020.
Note 28. Commitments
The Group did not have any commitments as at 30 June 2021 and 30 June 2020.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 29. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
| GROUP | |
|---|---|
| 2021 $ 2020 $ |
|
| Short-term employee benefts Post-employment benefts Long-term benefts Termination benefts Share-based payments |
1,179,300 620,707 91,872 41,406 13,390 48,843 240,000 – 5,037,007 3,796,370 |
| 6,561,569 4,507,326 |
Included in the above compensation is $1,966,200 of non-recurring remuneration of which $1,726,200 was associated with completion of the IPO and achieving the Prospectus Forecast and $240,000 was associated with the termination of a key management personnel in the financial year ended 30 June 2021.
Note 30. Related party transactions
Parent entity
Airtasker Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 30. RELATED PARTY TRANSACTIONS CONTINUED
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
| GROUP | |
|---|---|
| 2021 $ 2020 $ |
|
| Current borrowings Interest free loan provided by key management personnel |
– 136,435 |
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 31. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:
| NAME PRINCIPAL PLACE OF BUSINESS/ COUNTRY OF INCORPORATION |
OWNERSHIP INTEREST |
|---|---|
| 2021 % 2020 % |
|
| Airtasker (AU) Pty Ltd Australia Airtasker UK Limited United Kingdom Airtasker USA Inc. United States of America Airtasker New Zealand Limited New Zealand Airtasker SGP Pte. Ltd. Singapore |
100% 100% 100% 100% 100% – 100% – 100% – |
Key management personnel
Disclosures relating to key management personnel are set out in note 29 and the remuneration report included in the Directors’ Report.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
Note 32. Business combinations
Zaarly acquisition
On 21 May 2021, the Group acquired a local services marketplace business from Zaarly, Inc. for the total consideration of $3,458,000. This is a curated local services marketplace business with operations in Kansas City and Dallas. It was acquired to accelerate the Group’s expansion into the United States of America. As no separately identifiable intangible assets were acquired, the full $3,482,000 represents goodwill. The goodwill represents predominantly the capability and knowledge of Zaarly’s founder and employees being acquired know-how and expertise and expected synergies from merging this business in the Group.
Details of the acquisition are as follows:
| Details of the acquisition are as follows: | |
|---|---|
| FAIR VALUE $’000 |
|
| Trade and other liabilities acquired Net liabilities acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: Cash paid or payable to vendor Escrowed purchase price to be paid in November 2021 Acquisition costs expensed to proft or loss |
(24) |
| (24) 3,482 |
|
| 3,458 | |
| 3,125 333 |
|
| 3,458 | |
| 201 |
FOR THE YEAR ENDED 30 JUNE 2021
Note 33. Cash flow information
Reconciliation of loss after income tax to net cash from/(used in) operating activities
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Loss after income tax expense for the year Adjustments for: Depreciation and amortisation Impairment of property, plant and equipment Share-based payments Movement on fnancial instruments at fair value through proft or loss Net fair value movement on preference share fnancial liability Non-cash SWM contra spend Breakage revenue Government grant for research and development incentive Other Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in other operating assets Increase in trade and other payables Increase in employee benefts Increase in unclaimed customer credits Net cash from/(used in) operating activities |
(9,709) (10,254) 2,198 1,229 74 – 6,808 4,417 (101) 98 – 2,955 2,394 – (3,387) (2,432) (575) – (193) 116 223 (138) (712) 66 3,867 1 432 318 4,201 2,975 |
| 5,520 (649) |
The net cash from operating activities of $5,520,000 for the year ended 30 June 2021 includes non-recurring costs related to the Company’s IPO.
Non-cash investing and financing activities
| GROUP | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Convertible notes and SAFE equity instrument Ordinary shares issued |
– 4,000 27,638 – |
| 27,638 4,000 |
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 33. CASH FLOW INFORMATION CONTINUED
Changes in liabilities arising from financing activities
| GROUP | CONVERTIBLE NOTES AND SAFE EQUITY INSTRUMENT $’000 LEASE LIABILITIES $’000 TOTAL $’000 |
|---|---|
| Balance at 1 July 2019 Net cash from/(used in) fnancing activities Conversion to preference shares Conversion to SAFE equity instrument Balance at 30 June 2020 Net cash used in fnancing activities Other accounting changes Balance at 30 June 2021 |
9,790 1,189 10,979 500 (353) 147 (9,790) – (9,790) (500) – (500) |
| – 836 836 – (450) (450) – 36 36 |
|
| – 422 422 |
Note 34. Earnings per share
| Note 34. Earnings per share | |
|---|---|
| GROUP | |
| 2021 $’000 2020 $’000 |
|
| Loss after income tax attributable to the owners of Airtasker Limited | (9,709) (10,254) |
| Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share |
NUMBER NUMBER |
| 325,162,402 290,667,000 325,162,402 290,667,000 |
| Basic earnings per share Diluted earnings per share |
CENTS CENTS |
|---|---|
| (2.99) (3.53) (2.99) (3.53) |
27,856,749 (2020: 50,802,000) options and 6,935,346 (2020: nil) rights have been excluded from the diluted earnings per share calculations as they are anti-dilutive.
FOR THE YEAR ENDED 30 JUNE 2021
Note 35. Share-based payments
Employee Option Plan (‘EOP’)
The EOP is a legacy start-up concession employee incentive plan, in which current or prospective employees, contractors or directors of Airtasker Limited may participate.
The options have exercise prices, which must be paid by participants to exercise the options and are subject to timebased vesting conditions that are set out in respective options offer letters and predominantly vests in four tranches of 25% each over four years.
The options expire five years after grant date and do not carry dividend or voting rights prior to vesting. The options may be settled in ordinary shares only and the shares allocated on exercise carry the same dividend and voting rights as other shares. The Group does not intend to issue any further options under this plan.
Equity Participation Plan (‘EPP’)
The EPP is a legacy employee incentive plan, in which employees, directors and consultants of Airtasker Limited or any related body corporate of Airtasker Limited and other persons approved by the Board may participate. The options automatically convert to ordinary options immediately prior to completion of the IPO.
The options may have issue prices, which must be paid by the participants to acquire the options. The options have exercise prices, which must be paid by the participants to exercise the options. The options automatically expire seven years after their issue date, or such earlier date provided for in a grant letter. All options under this plan have vested.
Legacy Founder Option Plan (‘LFOP’)
On 21 August 2018, 18,800,000 options were granted to the managing director and chief executive officer, Timothy Fung, which vested in the current financial year on completion of the IPO. The instruments issued were options to acquire zero priced rights over ordinary shares with vesting conditions of ongoing service to the Company and six tranches of operational performance conditions. 100% of these options vested as a result of accelerated vesting on a Liquidity Event, being the IPO.
Set out below are summaries of options granted under the plans:
| NUMBER OF OPTIONS 2021 WEIGHTED AVERAGE EXERCISE PRICE 2021 |
NUMBER OF OPTIONS 2020 WEIGHTED AVERAGE EXERCISE PRICE 2020 50,198,677 $0.263 6,844,162 $0.618 (4,344,839) $0.747 (1,896,000) $0.012 50,802,000 $0.279 20,848,381 $0.251 |
|
|---|---|---|
| Outstanding at the beginning of the fnancial year Granted Forfeited Exercised Outstanding at the end of the fnancial year Exercisable at the end of the fnancial year |
50,802,000 $0.279 18,961,229 $0.500 (13,945,303) $0.477 (27,961,177) $0.069 27,856,749 $0.562 16,314,334 $0.561 |
The weighted average share price during the financial year was $0.484 (30 June 2020: $0.157).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.59 years (30 June 2020: 2.55 years).
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 35. SHARE-BASED PAYMENTS CONTINUED
Rights
RIGHTS PLAN (‘RP’)
The RP is one of the Company’s current employee incentive plans, in which current or prospective employees, contractors or executive directors of Airtasker Limited may participate. Non-executive directors are not eligible to participate in this plan.
Rights, when exercised, may be settled in cash or shares, as determined by the Board at its discretion. Unless otherwise determined by the Board, the rights have nil issue and exercise prices. Rights may be subject to:
- [performance-based vesting conditions (which may also include time-based vesting conditions);]
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 35. SHARE-BASED PAYMENTS CONTINUED
Set out below are summaries of rights granted under the plans:
| NUMBER OF RIGHTS 2021 WEIGHTED AVERAGE EXERCISE PRICE 2021 |
NUMBER OF RIGHTS 2020 WEIGHTED AVERAGE EXERCISE PRICE 2020 |
|
|---|---|---|
| Outstanding at the beginning of the fnancial year Granted Outstanding at the end of the fnancial year Exercisable at the end of the fnancial year |
– $0.000 6,935,346 $0.375 6,935,346 $0.375 – $0.000 |
– $0.000 – $0.000 – $0.000 – $0.000 |
-
[time-based vesting conditions; or]
-
[no vesting conditions.]
Performance-based vesting conditions are measured over a period of three financial years unless otherwise determined by the Board. Performance-based vesting conditions may relate to the performance of the Company or the participant and may be subject to the achievement of minimum hurdles. For the financial year ended 30 June 2021, the performance-based vesting conditions were non-market based and includes the following:
-
[the meeting or exceeding the financial forecasts for Revenue, Gross Marketplace Volume (‘GMV’) and Earnings] Before Interest and Tax (‘EBIT’) set out in the Prospectus based on the audited financial statements for the year ended 30 June 2021 lodged with the ASX and subject to requiring participants to remain employed with the Group during the financial year; and
-
[the meeting or exceeding milestones relating to performance metrics on the Group’s platform such as] Cancellation Rates, Assignment Rates and Return Assigner Rates and subject to requiring participants to remain employed with the Group during the financial year.
Service-based (i.e. time-based) vesting conditions are measured over a period of a number of financial years as determined by the Board. The Board has the discretion to determine that any service-based vesting conditions have been fulfilled whether or not a participant remains employed by the Group.
Rights do not carry dividend or voting rights prior to vesting. Shares allocated on exercise carry the same dividend and voting rights as other shares.
NED EQUITY PLAN (‘NEP’)
The NEP is one of the Company’s current incentive plans in which only non-executive directors may participate.
During the financial year ended 30 June 2021, the rights issued under the NEP includes:
-
[the rights in lieu of Directors’ fees for the last quarter of the financial year ended 30 June 2021 and for the year] ending 30 June 2022; and
-
[the rights in connection with the completion the IPO.]
Rights, when exercised, are settled as shares. Unless otherwise determined by the Board, the rights have nil issue and exercise prices. No vesting conditions apply to rights issued under this plan. Rights do not carry dividend or voting rights prior to vesting. Shares allocated on exercise carry the same dividend and voting rights as other shares.
The weighted average remaining contractual life of rights outstanding at the end of the financial year was 7.51 years (30 June 2020: nil).
Valuation model inputs
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| SHARE PRICE | RISK-FREE | FAIR VALUE | |||||
|---|---|---|---|---|---|---|---|
| AT GRANT | EXERCISE | EXPECTED | DIVIDEND | INTEREST | AT GRANT | ||
| GRANT DATE | EXPIRY DATE | DATE | PRICE | VOLATILITY | YIELD | RATE | DATE |
| 28 September 2020 | 28 September 2025 | $0.387 | $0.500 | 50.00% | – | 0.99% | $0.141 |
| 11 January 2021 | 11 January 2026 | $0.500 | $0.500 | 50.00% | – | 0.94% | $0.188 |
| 28 September 2020* | 28 September 2025 | $0.387 | $0.500 | 50.00% | – | 0.99% | $0.259 |
| 11 January 2021* | 11 January 2026 | $0.500 | $0.500 | 50.00% | – | 0.94% | $0.274 |
- On 28 September 2020 and 11 January 2021, the shares under option with an exercise price of $0.760 underwent an accounting modification in which new options were granted to the option holders at $0.500 and the option holders could only exercise the new $0.500 options by giving up their right to exercise the $0.760 options; what this means is that the option holders can only elect to exercise at either $0.500 or $0.760 but not both. The new shares under options with the exercise price of $0.500 were granted when the market price of the underlying equity instrument was $0.500, and thereby increased the fair value of the $0.760 option by $0.098. The terms were as follows:
| ORIGINAL TERMS – | MODIFIED TERMS – | |
|---|---|---|
| TERMS OF $0.760 OPTIONS | TERMS OF $0.500 OPTIONS | |
| Exercise price | $0.760 | $0.500 |
| Expiry period | Five years post original grant date | Five years from new grant date |
| Vesting conditions | Service-based, over a four year period | Service-based, over a four year period |
| Vesting period | Not applicable | The same timeframe as the original $0.760 grant |
| Selling restrictions | None | Employees cannot sell until three years from new |
| grant date |
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Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 35. SHARE-BASED PAYMENTS CONTINUED
For the rights granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| SHARE PRICE | RISK-FREE | FAIR VALUE | |||||
|---|---|---|---|---|---|---|---|
| AT GRANT | EXERCISE | EXPECTED | DIVIDEND | INTEREST | AT GRANT | ||
| GRANT DATE | EXPIRY DATE | DATE | PRICE | VOLATILITY | YIELD | RATE | DATE |
| 4 February 2021 | 4 February 2026 | $0.650 | $0.760 | 50.00% | – | 1.49% | $0.260 |
| 4 February 2021 | 4 February 2036 | $0.650 | $0.000 | 50.00% | – | 3.84% | $0.650 |
| 1 March 2021 | 1 March 2036 | $0.650 | $0.000 | 50.00% | – | 3.84% | $0.650 |
| 20 May 2021 | Not applicable | $1.092 | $0.000 | 50.00% | – | 3.40% | $1.092 |
| 21 May 2021 | Not applicable | $1.096 | $0.000 | 50.00% | – | 3.40% | $1.096 |
Refer to note 7 for the share-based payment expense during the year ended 30 June 2021.
Note 36. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| PARENT | |
|---|---|
| 2021 $’000 2020 $’000 |
|
| Loss after income tax Total comprehensive income |
(8,771) (10,190) |
| (8,771) (10,190) |
Statement of financial position
| Statement of fnancial position | |
|---|---|
| PARENT | |
| 2021 $’000 2020 $’000 |
|
| Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Other equity Share-based payments reserve Accumulated losses Total equity/(defciency) |
45,737 15,881 |
| 64,680 27,339 |
|
| 12,185 33,536 |
|
| 12,374 34,030 |
|
| 123,062 59,488 – 2,544 15,584 8,846 (86,340) (77,569) |
|
| 52,306 (6,691) |
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 36. PARENT ENTITY INFORMATION CONTINUED
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
-
[Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.]
-
[Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an] indicator of an impairment of the investment.
Note 37. Events after the reporting period
On 29 July 2021, the Group announced that the Sydney, Melbourne and Adelaide COVID-19 related lockdowns had impacted operations, with weekly GMV down approximately 12% in July compared to pre-lockdown.
Current and potential future lockdowns may further impact market activity. Looking forward, in line with the four stage plan agreed to by the National Cabinet in August 2021, the Group expects the cessation of lockdowns as vaccination levels increase in the community.
As with previous lockdowns, the Group has seen both taskers and customers adapt during these phases, with a change in the mix of services being offered and a range of services being provided remotely rather than in-person, demonstrating the resilience of the Group’s community and marketplaces.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group’s operations, the financial results of those operations, or the Group’s state of affairs in future financial years.
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Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia
Phone: +61 2 9322 7000 www.deloitte.com.au
Directors’ Declaration
In the directors’ opinion:
-
[the attached financial statements and notes comply with the ] [Corporations Act 2001][, the Accounting ] Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
[the attached financial statements and notes comply with International Financial Reporting Standards ] as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
[the attached financial statements and notes give a true and fair view of the Group’s financial position ] as at 30 June 2021 and of its performance for the financial year ended on that date; and
-
[there are reasonable grounds to believe that the Company will be able to pay its debts as and when ] they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001 .
On behalf of the directors
Independent Auditor’s Report to the Members of Airtasker Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Airtasker Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
==> picture [118 x 34] intentionally omitted <==
James Spenceley
CHAIRPERSON
18 August 2021
==> picture [89 x 34] intentionally omitted <==
Timothy Fung DIRECTOR
-
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and
-
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
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Key Audit Matter How the scope of our audit responded to the Key Audit Matter
Our procedures included, but were not limited to the following:
Revenue Recognition
The Group has reported total revenue of $26.6 million, as disclosed in Note 5 ‘Revenue’.
- Obtaining an understanding of the revenue streams and the appropriateness of the Group’s principles in determining that revenue is recognised in accordance with the criteria in AASB 15 Revenue from Contracts with Customers ;
The Group primarily earns revenue from charging Taskers a service fee and charging customers a booking fee.
Service fees and booking fees are calculated as a percentage of the task value agreed between the • Understanding management’s process for customer and the Tasker. Revenue is not recognised monitoring revenue recognised throughout the until the task is complete. period;
The Group also generates revenue from breakage revenue arising on unclaimed customer credits. Breakage revenue is recognised using management’s internal estimate of the historical redemption rate based on historical usage patterns.
• Engaging our Information Technology specialists we performed an assessment of the General IT Controls (GITCs) over key design and implementation components of the IT environment in which tasks are reported and accounted for;
The Group is also characterized by a large volume of transactions to be processed through complex information systems and is heavily reliant on the IT systems in which tasks are reported and accounted for.
• Where technology services were provided by a third party we assessed assurance reports from the third party’s SOC 1 type 2 auditor on the design and operating effectiveness of controls;
• Testing on a sample basis, revenue transactions in the sales ledger and testing that the service has in fact been provided by verifying that the task has been completed and the amounts recognised are consistent with the cash banked;
-
Performing “proof to cash” testing, agreeing the total cash received to the revenue recorded in the general ledger;
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Testing the mathematical accuracy of management’s calculation of breakage revenue;
• Evaluating the reasonableness of management’s estimate relating to the breakage revenue rates including corroborating management’s assertions of the historical redemption rate; and
• Assessing the appropriateness of the Group’s accounting policies and disclosures in Note 2 and Note 5 to the financial statements.
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Key Audit Matter How the scope of our audit responded to the Key Audit Matter
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Share-based payments Our procedures included, but were not limited to the following:
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In the current year the Group awarded equity incentive plans to its key management personnel and • Obtaining management relevant schedules employees in the form of performance rights and and related valuation workings of the shareoptions as disclosed in Note 35 ‘Share-based based payments; payments’. • On a sample basis, testing the mathematical
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These issuances were attached to non-market accuracy of management’s workings;
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conditions as well as service conditions. At 30 June 2021 there are performance conditions • On a sample basis, obtaining and reviewing both fulfilled and unfulfilled with respect to the the share-based payment plan and related performance rights and options issued during the offer letters to confirm the observable inputs period. in the valuation model; Each of the arrangements which form part of the plan • Engaging our valuation experts to review
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required significant judgments and estimations by management’s valuation of these awards at
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management, including: the grant date of the awards;
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• Determining the grant date of each arrangement, and the evaluation of the fair • Challenging the reasonableness of the key value of the underlying share price of the assumptions used by management relative Company at grant date; to the valuation at grant date; and
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The evaluation of the vesting charge taken to • Assessing the appropriateness of the related the profit and loss in respect of the service disclosures in respect of share-based conditions attached to those share-based payments in the Notes to the financial payment arrangements; and statements.
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The evaluation of key assumptions into the pricing model, including the volatility of the share price, risk free rate and time to maturity.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
98 AIRTASKER FY21 ANNUAL REPORT
AIRTASKER FY21 ANNUAL REPORT 99
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Other matter
The financial report of Airtasker Pty Limited, for the year ended 30 June 2020 was audited by another auditor who expressed an unmodified opinion on that report on 2 February 2021.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 10 to 27 of the Directors’ Report for the year ended 30 June 2021.
In our opinion, the Remuneration Report of Airtasker Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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DELOITTE TOUCHE TOHMATSU
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Joshua Tanchel Partner Chartered Accountants
Sydney, 18 August 2021
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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Shareholder Information continued
Shareholder Information
The shareholder information set out below was applicable as at 16 September 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
| ORDINARY SHARES NUMBER OF HOLDERS % OF TOTAL SHARES ISSUED |
OPTIONS OVER ORDINARY SHARES |
|
| NUMBER OF HOLDERS % OF TOTAL SHARES ISSUED |
||
| 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel |
7,463 1.13 6,980 4.46 2,115 3.99 1,853 10.99 132 79.43 |
– – – – – – 14 15.40 79 84.60 |
| 18,543 100.00 |
93 100.00 |
|
| 3,243 0.31 |
– – |
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
| ORDINARY SHARES | ||
|---|---|---|
| NUMBER HELD % OF TOTAL SHARES ISSUED |
||
| Exto Active Pty Ltd (Exto Active Pty Ltd A/C) | 67,329,340 16.26 |
|
| Tune Fiorano Pty Ltd (Tune Fiorano A/C) | 47,740,000 11.53 |
|
| MCC Resources Holding Limited | 28,941,711 6.99 |
|
| Morning Crest Airtasker Investment Holdings Limited | 28,089,168 6.78 |
|
| Skyfeld Capital Pty Ltd (Bluestone Unit A/C) | 22,096,692 5.33 |
|
| Citicorp Nominees Pty Limited | 19,501,506 4.71 |
|
| HSBC Custody Nominees (Australia) Limited | 10,098,819 2.44 |
|
| Bridgelane Capital Pty Ltd | 9,641,769 2.33 |
|
| IAG Venture Pty Ltd | 6,759,539 1.63 |
|
| J P Morgan Nominees Australia Pty Limited | 5,389,377 1.30 |
|
| NRMA Treasury Limited | 4,886,000 1.18 |
|
| BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C) | 4,746,203 1.15 |
|
| Jonathan See-Chun Lui | 4,283,347 1.03 |
|
| UBS Nominees Pty Ltd | 3,606,165 0.87 |
|
| Sapien Ventures Investment Management Pty Ltd | 3,083,000 0.74 |
|
| Spenceley Management Pty Ltd (Spenceley Family A/C) | 2,960,708 0.71 |
|
| Skyfeld Capital Pty Ltd (Green Seed Unit A/C) | 2,884,615 0.70 |
|
| Jetan Pty Ltd | 2,877,892 0.69 |
|
| Fusheng Investments Limited | 2,147,000 0.52 |
|
| GJP Investments Pty Ltd (Langham A/C) | 2,074,000 0.50 |
|
| 279,136,851 67.39 |
Unquoted equity securities
| Unquoted equity securities | ||
|---|---|---|
| NUMBER ON ISSUE | NUMBER OF HOLDERS | |
| Options over ordinary shares issued | 26,383,885 | 93 |
| Rights | 8,544,524 | 53 |
Substantial holders
Substantial holders in the Company are set out below:
| ORDINARY SHARES | |
|---|---|
| NUMBER HELD % OF TOTAL SHARES ISSUED |
|
| Exto Active Pty Ltd (Exto Active Pty Ltd A/C) Tune Fiorano Pty Ltd (Tune Fiorano A/C) MCC Resources Holding Limited Morning Crest Airtasker Investment Holdings Limited Skyfeld Capital Pty Ltd (Bluestone Unit A/C) |
67,329,340 16.26 47,740,000 11.53 28,941,711 6.99 28,089,168 6.78 22,096,692 5.33 |
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
There are no other classes of equity securities.
Securities subject to voluntary escrow
| CLASS EXPIRY DATE |
NUMBER OF SHARES |
|---|---|
| Ordinary shares Two weeks after the Company's 31 December 2021 half year fnancial results are released to the market Ordinary shares Earlier of two weeks after the Company’s 31 December 2022 half year fnancial results are released to the market or two years having elapsed since the date of the voluntary escrow being 15 March 2021 |
116,196,479 98,842,439 |
| 215,038,918 |
The escrowed shareholders may be released early from these escrow obligations in certain circumstances, such as to enable them to accept a successful takeover bid, to allow the securities to be transferred or cancelled as part of a merger by the scheme of arrangement or in other limited circumstances.
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Corporate Directory
DIRECTORS
James Spenceley Timothy Fung Ellen Comerford Peter Hammond Xiaofan Bai
COMPANY SECRETARY
Mark Simpson
REGISTERED OFFICE
Charternet Services Pty Limited Level 20 109 Pitt Street Sydney NSW 2000 Telephone: +612 8999 1199
PRINCIPAL PLACE OF BUSINESS
Level 3
71 York Street Sydney NSW 2000
SHARE REGISTER
Automic Registry Services Level 5 126 Phillip Street Sydney NSW 2000
Telephone: 1300 288 664 (within Australia) +61 2 9698 5414 (outside Australia)
AUDITOR
Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000
STOCK EXCHANGE LISTING
Airtasker Limited shares are listed on the Australian Securities Exchange (ASX code: ART)
WEBSITE
airtasker.com
BUSINESS OBJECTIVES
Airtasker Limited has used cash and cash equivalents held at the time of listing in a way that is consistent with its stated business objectives.
CORPORATE GOVERNANCE STATEMENT
The directors and management are committed to conducting the business of Airtasker Limited in an ethical manner and in accordance with the highest standards of corporate governance. Airtasker Limited has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (‘Recommendations’) to the extent appropriate to the size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not been followed, which is approved at the same time as the Annual Report can be found at: https://www.airtasker.automic.com.au/ corporate-governance
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104 AIRTASKER FY21 ANNUAL REPORT
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