ANNUAL REPORT & ACCOUNTS
31 DECEMBER 2020
GETBUSY PLC COMPANY #10828058
OUR MISSION IS
TO MAKE PEOPLE
PRODUCTIVE AND
HAPPY
CONTENTS
2020 AT A GLANCE
OUR BUSINESS, PRODUCTS AND
STRATEGY
6
7
2020 IN REVIEW
17
Use of Alternative Performance Measures in this
report
OUR GOVERNANCE
AUDITOR’S REPORT
FINANCIAL STATEMENTS
25
41
47
We use a series of non-IFRS alternative performance
measures (“APMs”) throughout this Annual Report.
These measures are used because we believe they
provide additional insight into the performance
of the Group and are complementary to our IFRS
performance measures. This belief is supported by
the discussions that we have on a regular basis with a
wide variety of stakeholders, including shareholders,
staff and advisers.
These APMs
include recurring revenue, Adjusted
Profit / Loss and comparative measures on a constant
currency basis.
APMs in this Annual Report can be identified by this
symbol: #
APMs are not defined or recognised under IFRS.
They are not designed to replace IFRS performance
measures but to complement them. They should
not be used in isolation because they may not give a
complete view of the performance or financial position
of the Group.
Care should also be taken in comparing the APMs that
we report with those of other companies. Our definition
of a particular APM may not be the same as those used
by others.
A full definition of the APMs we use can be found in
note 2 to the financial statements. Constant currency
measures are reconciled to the IFRS-reported measures
in note 24.
Strategic report
The Strategic Report comprises the following sections
of this Annual Report, which are incorporated by
reference:
• Our Business, Products and Strategy
• 2020 in review
• Our governance
STRONG
REVENUE
GROWTH WITH
ROBUST
FOUNDATIONS
TO SCALE
£ 1 4 . 2 M
+ 1 2 %
G R O U P R E V E N U E
M
+ 1 2
E
C
E
M
%
B
R
E
£ 1 3 . 7
T 3 1 D
# A
R
R
D M
E
L I S
A
U
N
N
A
6 7, 3 4 3
+ 2 %
P AY I N G U S E R S
92%
+2%
RECURRING REVENUE# %
£(0 . 9)M
- 5 6%
A DJ U S T E D LO S S B E FO R E TA X#
£2.3M
NET CASH
+31%
1 3 6
+ 2 4 %
D E C E M B E R
N U M B E R O F S T A F F A T 3 1
5
6
OUR BUSINESS,
PRODUCTS AND
STRATEGY
GetBusy is a subscription software
business.
Our document management and
task management products enable
over 67,000 professional paying users
around the world to digitise their
operations and be productive while
working in the office or remotely.
Our overarching strategic objective is to
create value by generating significant
long-term growth in high-quality,
predictable, recurring subscription
revenue through our three core
products, SmartVault, Virtual Cabinet
and GetBusy.
Our customers are in generally resilient
markets with favourable global trends
towards improved consumer privacy
regulation and productive remote
working. We have a high proportion of
recurring revenue and a low level of
customer concentration.
Our 136 people operate from the
UK, USA and Australia with offices in
Cambridge, Houston and Sydney.
OUR PRODUCTS
Product
Proportion of Group
revenue
Year product
introduced
Problems solved
Document management
Task management
40%
2008
60%
1998
0%
2020
Secure digitized document management, workflow
and portal software that enables an organisation’s
documents to be securely captured, organised,
stored, retrieved, routed, communicated around,
shared, approved and audited from one central
hub that integrates into other industry-specific back
office software.
Secure organisation,
management and
collaboration around
tasks, documents and
electronic signatures.
Core market
segments served
Professional services,
including accountancy,
bookkeeping, tax
professionals and
financial services
Professional services,
including accountancy,
insolvency, insurance,
financial services and
property
Teams and functions
within organisations.
Not industry-specific.
Typical customer size
SME
SME to enterprise
Various
Principal countries of
operation
USA, UK
UK, Australia, New
Zealand
UK, USA, Australia
Product architecture
Cloud
Hybrid cloud and on-
premise
Cloud
Principal customer
acquisition model
Educational content-
based digital lead
generation with inbound
transactional sales team
Enterprise sales
team with increasing
proportion of
educational content-
based digital lead
generation and inbound
sales conversion
Educational content-
based and social
media-led digital lead
generation with inbound
transactional sales team
Customer
onboarding model
Short remote set-up
and training led by
customer success team
Hybrid on-site or remote
installation, integration,
configuring and training
led by consultants
Self-serve or short
remote set-up and
training led by customer
success team
7
8
GENERATING
SIGNIFICANT
LONG-TERM
GROWTH IN
HIGH-QUALITY,
PREDICTABLE,
RECURRING
SUBSCRIPTION
REVENUE
OUR STRATEGY
Our overarching strategic objective is to create value by
generating significant long-term growth in high-quality,
predictable, recurring subscription revenue through our three
core products, SmartVault, Virtual Cabinet and GetBusy. Over
the long-term, recurring subscription software revenues can
contribute to very high quality of earnings and substantial cash
generation potential.
The objective for Virtual Cabinet is
sustained growth in profit and cash
generation.
The near-term objective for the
GetBusy product is to prove
that we have a viable, scalable
business.
Revenue growth is expected
to be derived from continued
new business within the existing
vertical markets as well as within
new verticals, such as insolvency,
with similar characteristics
to accounting. International
expansion outside of territories
in which we have a physical
presence will be cautious and
targeted.
We will focus on improved
monetisation of the installed base
of users, particularly through the
sale of newly developed product
features.
Viability is the proving of scalable
characteristics in key areas of the
customer acquisition and revenue
model, for example in the costs
of lead generation, conversion
rates and typical customer size
characteristics. We need to
ensure that we have a customer
acquisition cost and payback that
will scale. Underlying this is an
improved understanding of the
customer’s buying journey and
confidence in our ability to repeat
it. These are key features of the
path to demonstrating product-
market fit for a new product.
High levels of operational leverage
and cost control will ensure a
strong conversion of incremental
revenues into additional profit and
cash.
At the point that we have
demonstrated sufficiently
attractive and predictable scaling
characteristics, we will invest to
grow.
The objective for SmartVault is
to drive sustained growth in high
quality recurring subscription
revenue.
SmartVault is a product that is
highly scalable and is enjoying
substantial growth, particularly
in the US. Growth in the medium
term will be derived from:
• Excellence in customer
acquisition within our existing
channels in the US and UK;
•
Improvement in customer
retention, principally through
the actions of our newly
recruited customer success
team and investments in
the product’s capability and
usability; and
•
Improved monetisation of the
existing customer base.
Longer term growth is expected to
come from:
• Expanding market share within
the existing vertical markets,
through deeper integrations
with other tax preparation
products;
• Expanding into alternative
vertical markets with similar
market drivers to accounting
and bookkeeping (e.g.
compliance, data security
and workflow efficiency), with
targeted integrations that open
new channels;
• Developing new products that
enable us to monetise the
base of portal users. There
are nearly 50 non-paying
portal users for every paying
SmartVault user.
10
9
OUR BUSINESS, PRODUCTS AND STRATEGY OUR CULTURE
Every customer
experience must
include a smile
Show grit and
make it happen
The original and arguably the
most important rule.
If we can satisfy our customers
– and genuinely improve their
lives – success will follow.
This applies to every single
customer. Every time. At every
point of interaction no matter
how small. No exceptions.
Your toughness and
perseverance are a better
predictor of your success than
any other factor. Also, the
happiest and most successful
people are the ones who
persevere: grit is long-term.
There will be achievements
and failures along the way –
embrace the journey.
It’s hard to beat a person who
never gives up, so roll up your
sleeves and DO things already.
Keep it simple
We’ll keep this one short.
If you can’t explain it simply,
you don’t understand it well
enough, no matter how smart
you are.
Always challenge yourself to
radically simplify.
Better together
Blow Stuff Up
(BSU)
Data drives
decisions
Stay positive.
We’re out to change the world.
Positive thinking will allow us to
achieve the impossible.
No egos. Best idea wins.
We’ve got each other’s back.
There are introverts, extroverts,
creative, emotional and logical
thinkers. We need everyone
working together to win.
A culture of innovation, not fear.
Therefore, we need to break
from convention and be a
disruptor to win.
We’re an agile company. That
means not being afraid of
change.
Remember: to improve is to
change, to be perfect is to
change often.
We’re a data driven
organisation. We must be led
by our data and be agile to it.
We need to collect as much
data as possible, understand
it as simply as possible, then
come to the best possible
decision.
You must determine your own
personal success with data. If
you don’t report on it, it didn’t
happen.
Underpinning our success is a strong,
dynamic culture into which we invest
substantial time and resources
This enables us to recruit, motivate and retain an outstanding team that
we’ve been able to grow even through the COVID pandemic. Our shared
values are embedded throughout the business and routinely guide our
decisions.
11
12
OUR BUSINESS, PRODUCTS AND STRATEGY OUR PEOPLE - THE BOARD
The Board comprises a non-
executive Chairman, three
non-executive directors and
two executive directors. They
set the strategic direction of
the Group and are responsible
for the Group’s governance
arrangements.
DR MILES JAKEMAN AM
Chairman
Miles is the co-founder of the
Citadel Group Limited (CGL), a
Canberra startup that listed on
the Australian Stock Exchange in
November 2014 and sold in 2020
for over £284 million.
He has regularly advised
senior business leaders and
government officials, including
representing countries in
ministerial level forums. His key
skills cover business strategy,
program management, security
risk management and staff
development.
Miles was appointed as a Member
of the Order of Australia (AM) for
significant service to business,
to national security and to the
community.
DANIEL RABIE
Chief Executive
Officer
Daniel is passionate about
technology solutions and
their impact on the business
landscape. He has a deep
understanding of what it takes to
build a successful SaaS business.
Daniel started his career in
corporate advisory before
moving to senior positions in
a start-up venture and a cloud
technology company. Daniel
became a Strategic Director of
Reckon in 2010 and in 2015 was
appointed as Reckon’s Chief
Operating Officer leading the
strategic direction of Reckon’s IT,
Development, Marketing and HR
shared service divisions across
four countries.
During this time Daniel managed
the delivery of innovative online
accounting, fintech and document
management solutions to
thousands of customers globally
and led the demerger of GetBusy.
13
14
PAUL HAWORTH
Chief Financial
Officer
NIGEL PAYNE
Senior independent
director
Paul spent a decade with
Deloitte advising a range of
listed and private technology
and software clients, leading a
number of transformational M&A
engagements.
Since then he has spent 10
years in senior corporate and
commercial financial roles with
listed international high-tech
manufacturers, including Consort
Medical, Dialight and LPA. He
joined GetBusy immediately after
IPO in 2017 and assembled an
outstanding team around him.
Paul is a chartered accountant
and holds a degree in Astronomy
from University College London.
Nigel has considerable
experience as a director of
both publicly listed and private
companies. He has extensive
experience of listing companies
and fund raising, having been
actively involved in over ten IPO’s
and over 20 corporate acquisition
and disposal transactions.
Nigel was previously Chief
Executive Officer of Sportingbet
Plc, one of the world’s largest
internet gambling companies
which made a number of
acquisitions whilst listed on the
London Stock Exchange and was
later bought by GVC plc.
Nigel holds an executive MBA
from the IMD Business School
(Lausanne, Switzerland) and
a degree in Economics and
Accounting from Bristol University.
PAUL HUBERMAN
Non-executive
director
CLIVE RABIE
Non-executive
director
Paul has over 30 years’
experience in the real estate
and finance sectors and has
considerable experience as a
director of both publicly listed
and private companies.
Paul was previously finance
director at 3 companies listed
on the London Stock Exchange,
including Asda Property
Holdings plc, Regent Inns plc and
Grantchester Holdings plc.
Paul is currently a non-executive
director at London-listed Town
Centre Securities plc and a
director at Galliard Homes Ltd,
a major UK home builder as
well as several smaller private
companies.
Paul is a chartered accountant
and chartered tax adviser and
holds a degree in Economics from
Manchester University.
Clive is an experienced private
and public company director, with
a range of directorships.
He has extensive management
and operation experience in the
IT and retail sectors as both an
owner and director of companies.
Clive was Chief Operating Officer
of Reckon from 2001 to February
2006 during which time he played
a pivotal role in the turnaround of
the company.
From February 2006 to June
2018 Clive was the Chief
Executive Officer of Reckon and
now continues as its Managing
Director.
Clive has a Bachelor of
Commerce from the University of
Cape Town.
OUR BUSINESS, PRODUCTS AND STRATEGY
OUR PEOPLE - SENIOR LEADERSHIP
Day to day operational
management is overseen by
the Senior Leadership Team,
which comprises the executive
directors (previous page), the
heads of each of the Group’s
businesses and the heads of our
shared service functions.
JASON ROSS
Chief Information
Officer
As CIO Jason is responsible for
leading information technology,
security, and compliance
throughout the Group.
With over 17 years’ experience,
Jason has a solid track record
in successfully delivering IT
projects and services, placing
heavy emphasis on facilitating
and managing change within
a business through the
development and implementation
of specialised software.
He has held various positions
within the business including
within technical support,
operations, and project
management and has previously
worked at the Office of Energy
(WA Australia) and Aumund
Group. Jason holds a degree in
Computer Science from Anglia
Ruskin University.
DANIA BUCHANAN
President of
SmartVault
MATT BUTLER
Head of GetBusy
Dania has held a leadership role
withing SmartVault since it was
founded in 2008. In her current
role, Dania is responsible for the
culture, vision and growth of the
business, which became part of
the GetBusy family of products in
2017.
Dania has more than 30 years
of experience in the technology
sector and prior to SmartVault
was President and CEO for
ChatYat, Inc., a mobile start-up.
Dania holds a Bachelor’s degree
in Marketing from Texas A&M
University, Corpus Christi.
Matt holds a decade of
experience at the C-suite for
publicly listed technology
companies, successfully leading
teams across dozens of SaaS
product categories aimed at
every type of audience from
SME’s to large enterprise
customers, across four countries,
and to hundreds of thousands of
customers.
Matt holds a unique blend of
practical business acumen
and technical and creative
understanding. He has been Lead
UI/UX experience designer of a
cloud software provider, a start-
up venture founder, is a qualified
Chartered Accountant and holds
Bachelor of Commerce from the
University of Sydney.
GAEL NORRIS
Chief People and
Culture Officer
BEN OLIVER
Chief Technology
Officer
ALEX KOWALSKI
Co-Head of
Virtual Cabinet
DAVID OWEN
Co-Head of
Virtual Cabinet
Gael joined GetBusy in 2019.
Formerly Global Head of HR at
Grapeshot, a provider of brand
safety and pre-bid contextual
solutions, she was at the
forefront of Grapeshot’s sale to
Oracle Data Cloud.
Gael has over 10 years’
experience in leading visible and
successful People teams with
a commercial focus, delivering
high quality, fit-for-purpose HR
solutions in the right priority to
add value. She is CIPD level 7
qualified.
Gael previously held roles at
Cable & Wireless and SAB Miller
and also worked as part of the
Government Communications
team at the Department of
Culture Media and Sport on the
London 2012 Olympic Games.
Ben is responsible for the
design and delivery of current
and future task and document
management strategies and leads
the collaboration of products
and platforms. Working mostly
with our fantastic Research and
Development teams,
Ben continues to leverage his
relationships and experience
born from directly designing,
supporting, consulting,
implementing and building
effective solutions for customers
across a vast array of industries
and individual requirements.
Ben has nearly 20 years’
experience in the commercial
software industry, with the
majority spent at document
management business Reckon,
where he held a variety of
technical, leadership and business
roles.
15
16
Alex joined GetBusy in 2012 and
has a somewhat unorthodox
background in customer service,
technical support, and landscape
gardening.
Alex has over 5 years of technical
and operational management
experience at Virtual Cabinet,
specialising in problem solving
and facilitating change. Previous
roles have included heading up
the Support and Delivery teams
which have allowed strong
relationships with clients and
colleagues to be built alongside a
deep understanding of the entire
business.
David joined the Virtual Cabinet
team in 2010, with a focus on
delivering integrated document
management software solutions
for businesses across a range
of market sectors. Now Co-
Head of Virtual Cabinet, David is
responsible for directing sales
growth, customer relationships
and channel partnerships in the
UK, AUS/NZ and US.
David has over 20 years’
experience in the IT and Software
industry and is passionate about
how our solutions, relationships,
experience, and innovation help
customers become even more
successful.
He has previously held senior
roles at Reckon and Verizon
Business.
OUR BUSINESS, PRODUCTS AND STRATEGY
“GetBusy has the right products in the right
place at the right time.”
It has been a privilege to chair GetBusy during what has been a
momentous year globally.
I am enormously grateful to our 136 staff who have worked tirelessly,
often in very challenging personal circumstances, to remain, and to help
our customers remain, productive and happy. In line with our company
values, they have shown grit and made things happen. Each of them has
contributed to GetBusy’s success over this extraordinary period and to
each of them I say “thank you”.
Fully digital operations for professional services firms used to be
driven by a productivity mandate. Over just a few months, digitisation
and the software that enables it has become a critical part of a firm’s
infrastructure that equips it, at its most basic level, simply to exist. Cloud-
based and mobility-enabling products aren’t just the future; they have
become an essential element of the fabric of business everywhere
and are poised for rapid and sustained growth. GetBusy has the right
products in the right place at the right time.
We are pleased with the Group’s growth in 2020. The 15% constant
currency increase in recurring revenue continues our trajectory towards
significant scale, with SmartVault in particular proving the resilience and
attractiveness of cloud software products.
As we invest for future growth, we can do so from a robust platform:
a business with 92% recurring revenue#, low customer concentration,
low churn, resilient end markets, 31% more cash than a year ago and a
revolving credit facility to provide additional headroom and firepower.
Dr Miles Jakeman AM
Chairman
2020 IN
REVIEW
Our mission to make people productive and
happy has resonated more in 2020 than
ever before.
As clients and prospects around the world made the transition to remote
working, our deep-rooted expertise and our class-leading software
enabled them to do so efficiently and securely. The rapid changes to
people’s working lives accelerate trends towards fully digitised, paperless
work practices that our document management and task management
products enable. The surge in remote working, and the likely transition
to a hybrid office-home working mix, requires a new software toolset for
many organisations and each of our products is a component of that
toolset.
Despite the challenges of the pandemic and its economic consequences,
we have delivered 15% constant currency growth in our high-quality
recurring subscription revenues#. We have closed the year with 24% more
staff than we started with, have 31% more cash and have embarked upon
an ambitious programme of investment to support sustained growth in
our document management business well into the future.
In 2021, we expect to continue to capitalise on the trends that have been
favourable to us during 2020.
We are very clearly in the scaling phase of our document management
business comprising SmartVault and Virtual Cabinet, and we are able
to see a path to a substantial business with high quality, predictable and
valuable earnings in the medium to long term.
Whilst yet to be proven, we believe that our GetBusy product has the
potential to open significantly greater addressable markets for our
business. The problems it solves are universal, not sector-specific,
and solutions to those problems have become even more valuable as
businesses adopt hybrid working models on a permanent basis.
Our Group contains a combination of a proven, highly cash-generative
market-leader, a rapidly and predictably scaling pure SaaS business in
a large and valuable market, and a new product that solves increasingly
relevant problems and that has the potential to open a significantly
greater market.
This unique combination gives us confidence looking to the future.
Daniel Rabie
CEO
17
18
2020 IN REVIEW BUSINESS REVIEW - GROUP
BUSINESS REVIEW - SMARTVAULT
GROUP
2020
2019
Change
SMARTVAULT
2020
2019
Change
Reported
currency
Constant
currency#
Recurring revenue#
£13,017k
£11,388k
Total revenue
£14,179k
£12,661k
14%
12%
Adjusted profit / (loss)#
£(927)k
£(595)k
(56)%
ARR# at 31 December
£13,680k
£12,256k
12%
Paying users at 31 December
67,343
65,850
ARPU# at 31 December
£203
£186
2%
9%
15%
12%
n/a
12%
n/a
10%
During the economic and social
turbulence of 2020, we have
benefitted from our resilient
subscription revenue model,
our low levels of customer
concentration and products that
enable people to work flexibly and
productively.
Group recurring revenue# grew
by 15% at constant currency to
£13.0m, with total revenue up
12% (12% at constant currency)
to £14.2m. Growth was primarily
driven by SmartVault, which had an
excellent year for new customer
growth. Virtual Cabinet also saw
some excellent customer wins,
particularly in the insolvency
sector, and another two top 100
UK accounting firms were brought
on board. ARR increased by 12%
at constant currency to £13.7m due
to a combination of higher user
numbers and 10% higher ARPU#.
The deep recessions caused by
COVID-19 in our main geographical
markets have inevitably led to
many businesses reducing their
workforces. In that context, we are
pleased with the relatively small
increase in net MRR churn that we
have seen in our businesses.
As expected, non-recurring
revenue# decreased by 9% to
£1.1m following the repositioning
of Virtual Cabinet as a subscription
software business, as opposed to
the upfront licence and consulting
model of 3 years ago. 89% of
Virtual Cabinet revenue is now
recurring.
Gross margin of 92.6% was in
line with 2019. The impact of
a higher proportion of revenue
from SmartVault, which operates
at lower gross margins than
Virtual Cabinet, was offset by
improvements in those margins
following cost optimisation
within the Amazon Web Services
environment in which SmartVault
operates.
Throughout 2020 we have
increased investment in areas
that we expect to deliver
significant and long-term return.
SmartVault has accounted for
most of this investment, with
a significant increase in our
product development capabilities,
continued increases in customer
acquisition teams and a substantial
restructuring of our customer
success function. In addition,
we have had the first full year of
operational costs for GetBusy
as we transition from a product
in development to a business
finding product-market fit. Overall
overheads have increased by 14%
to £14.1m, leading to an increase in
our Adjusted Loss before Tax# of
£0.3m to £(0.9)m.
Cashflow has been a particular
highlight in 2020. Receipts from
UK research and development
tax credits, the US Paycheck
Protection Program and a new
equity issue in January 2020 have
more than offset the operating
loss and capital expenditure on
our new office fit-outs resulting in
a year-on-year cash increase of
31%. The completion of a 3-year,
as-yet undrawn, £2million revolving
credit facility with Silicon Valley
Bank provides us with considerable
confidence and cash headroom as
we invest in future growth.
Reported
currency
Constant
currency#
Recurring revenue#
£5,433k
£4,201k
Total revenue
£5,700k
£4,336k
Adjusted profit / (loss)#
£(1,373)k
£(972)k
ARR# at 31 December
£5,835k
£4,779k
Paying users at 31 December
23,530
20,599
ARPU# at 31 December
Net MRR churn#
£248
0.8%
£232
0.0%
29%
31%
(41)%
22%
14%
7%
n/a
30%
32%
n/a
27%
n/a
11%
n/a
Recurring revenue was up 30% at
constant currency. Significantly,
annual contract value from new
customers was up 50% compared
to 2019 at £1.7m, of which 90% was
in the US and 10% in the UK. Whilst
volume of new accounts was the
biggest contributor to this increase,
we also saw a 9% increase in the
average account size following
initiatives to broaden the appeal of
SmartVault to larger firms. 2020
has been the first year in which the
UK has contributed meaningfully
to new revenue in SmartVault, with
solid business from our partnership
with TaxCalc, a leading UK supplier
of practice management, client
management and compliance
software to accountants and tax
advisers.
Net MRR churn# of 0.8% was
notably higher than 2019, which
included a significant plan
rationalisation and price increase.
This increase in net churn has
been caused by softer expansion
activity and a higher volume of
downgrades, potentially caused by
customers reducing costs during
the pandemic.
Encouragingly, gross churn (from
customers who have closed
their accounts) declined in 2020
and especially during H2. The
average gross MRR churn# during
H2 2019 was 1.5% per month;
during H2 2020 it was 1.1% per
month, demonstrating that more
customers regard SmartVault
as a core component of their
technology and workflow stack.
This reflects the investments that
we have started to make into the
product as well as the restructuring
of the customer success function.
Recurring revenue# increased by
29% (30% at constant currency)
to £5.4m with closing ARR# up
22% (27% at constant currency) to
£5.8m. Non-recurring revenue#,
which includes services and
sales of seasonal licences and
e-signatures, was up 97% to £0.3m,
a reflection of the larger user base
and targeted efforts by the newly
created customer success team.
Gross margin improved by 3% to
85.3%. This follows the migration
of SmartVault to the Amazon Web
Services environment in early
2019 and the subsequent cost
optimisation work undertaken.
Throughout 2020 we have
increased our investments to
support growth in SmartVault. The
primary driver of this investment
case is the compelling LTV : CAC
ratio#, which provides a measure
of the return expected from
incremental customer acquisition
spend. This ratio has averaged
4:1 globally over 2020, similar to
that seen in 2019; encouragingly
during H2 we have seen the ratio
improve, especially within the US.
Our investments go beyond short-
term customer acquisition, but the
consistency and robustness of this
ratio provides us with confidence
in the scalability of the SmartVault
business.
Product development costs nearly
doubled to £1.7m as we built out
the in-house team to increase
the velocity of new feature
introduction. We also partnered
with a design house to create a
refreshed user interface, which will
be implemented over the course
of 2021 with the aim of improving
usability for paying users and
portal users, reducing churn rates
and reducing the load on our
customer support teams.
Other overheads increased
by 25% to £4.5m. Customer
acquisition costs were increased
by 50%, including higher sales
commissions, higher marketing
spend and an increase in our in-
house sales and marketing teams
to support future growth. We
also restructured our customer
success function, bringing the first-
line support team back in-house
into the US and introducing more
sophisticated software tools to
improve the speed and efficiency
of how customer queries are
handled, including automation to
improve scalability.
During 2021 our aim is to embed
the investments we have been
making, increase that investment
and continue along the growth
path.
In customer acquisition, we
shall target progressively larger
customers as we improve the
enterprise functionality of the
SmartVault product. We shall
also test new vertical markets
to diversify our base from the
accounting and bookkeeping
sectors; these are likely to be in
the broader financial services
sector, particularly niches that
are currently underserved by
technology providers.
Our customer success teams
will focus on reducing churn and
expanding our business with
existing customers. We shall
explore packaging additional
functionality as enhanced
subscriptions to increase our
ARPU and improve the value of
SmartVault within the workflows of
our clients’ operations.
19
20
2020 IN REVIEW BUSINESS REVIEW - VIRTUAL CABINET
BUSINESS REVIEW - GETBUSY
VIRTUAL CABINET
2020
2019
Change
GETBUSY
2020
2019
Change
Reported
currency
Constant
currency#
Recurring revenue#
£7,578k
£7,187k
Total revenue
£8,473k
£8,325k
Adjusted profit / (loss)#
£3,891k
£3,372k
ARR# at 31 December
£7,854k
£7,466k
Paying users at 31 December
43,631
45,251
ARPU# at 31 December
Net MRR churn#
£180
0.2%
£165
0.1%
5%
2%
15%
5%
(4)%
9%
n/a
6%
2%
n/a
4%
n/a
7%
n/a
2020 was a year of two halves. As
previously announced, H1 was
challenging for new customer
acquisition at Virtual Cabinet.
COVID-19 lockdowns in the UK
and Australia had a significant
impact on our ability to sell into
new customers because the
product often requires on-premise
implementation and training;
remote implementations tended
to be for smaller, less complex
customers. From June, however,
we have seen a sustained and
encouraging increase in new
customer orders, assisted by the
offer of subscription-free periods
to improve order close rates.
Additionally, we have improved
our ability to deliver entirely
remote implementations even
for more complex sites. We have
seen particular strength within
the buoyant insolvency sector,
driven by our deep integration into
the leading insolvency practice
management software.
Recurring revenue# increased by
5% (6% at constant currency) to
£7.6m, while ARR# increased by
5% to £7.9m. Revenue growth was
adversely impacted by higher
than usual customer downgrades
during scheduled annual renewals.
Whilst we have no material direct
exposure to severely troubled
industries such as tourism, leisure
and retail, the clients we do have
in those sectors have tended to
ask for support through contract
suspensions or deferred payments,
which we have accommodated
where possible.
Net MRR Churn# averaged 0.2%
per month (2019: 0.1%). This
reflects strong upsell revenue
from customers and higher ARPU#
arising from annual price increases.
Upgrade sales have been driven by
add-on modules such as the portal
or mobile apps as customers have
pushed these modules to a higher
number of users that are now
working remotely. These upgrades
and ARPU# improvements were
offset by slightly higher customer
churn, particularly in H1, including
two larger customers who were
taken over by other firms that had
mandated an alternative document
management solution. Paying
users decreased by 4% to 43,631
over the period, a reflection of the
higher customer churn, however
this was offset by an ARPU#
increase of 9% to £180.
Non-recurring revenue#, which
includes consulting and perpetual
licence sales, decreased 21% to
£0.9m. We expected a reduction
due to the transition of the revenue
model from an upfront, perpetual
licence model to a higher value
recurring subscription model. In
addition, however, the volume
of chargeable consulting work
was down significantly during H1
in particular because of access
restrictions to client sites.
Overheads were 8% lower than
2019. This is largely a result of
changes made in Australia during
2019 to reduce the size of our sales
and consulting team to match
delivery capacity with expected
order intake. In addition, we have
redeployed certain operational
staff to other areas of the business
following efforts to use technology
to automate internal processes.
During 2021, we are targeting
continued profit growth through
increased recurring revenues
and higher levels of operational
leverage generated by disciplined
cost control. We expect our
customer acquisition efforts to
be increasingly geared towards
online lead generation rather than
outbound enterprise sales. This
transition was in progress before
the COVID-19 outbreak but we
have accelerated it during 2020,
including a complete rebrand of
the product and a new website,
which is being optimised for
lead conversion. As a group, we
are very familiar with inbound,
transactional customer acquisition
models. We shall also capitalise
on our strengthening position in
the insolvency market, a sector
that is expected to see significant
additional demand in 2021 and
beyond.
Reported
currency
Constant
currency#
Total revenue
£6k
£-
n/a
Adjusted profit / (loss)#
£(1,975)k
£(1,377)k
(44)%
ARR# at 31 December
Paying users at 31 December
ARPU# at 31 December
£17k
182
£81
£-
-
-
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
GetBusy is our new product that
helps people organise, manage
and collaborate around tasks.
We believe GetBusy has the
potential to open significantly
larger addressable markets for the
Group as the problems it solves
are generic rather than specific to
certain sectors.
In 2020 we have continued the
journey of finding product-market
fit for GetBusy via concurrent
testing of different channels
and value propositions. These
channels include digital inbound
lead generation, developing
relationships with integration
partners to enable GetBusy to be
sold into another product’s installed
user base, and upselling the
product into our existing document
management customer base.
Product improvements, integrations
and new features have continued
to be released regularly and we
have introduced a new brand and
website to better reflect our target
market.
Notably, since the year-end we
have agreed a partnership with
NetSuite, the leading cloud
business software suite with
more than 24,000 enterprise
customers globally, to embed
GetBusy’s document handling,
task management and e-signature
capability directly into the NetSuite
interface. This integration, which
will be available as a paid add-
on within NetSuite’s app store,
provides integrated document
and signature capability within the
NetSuite experience - a unique
proposition for users - together
with the core GetBusy task
management functionality.
Our financial and strategic
objective remains proving a
viable and scalable customer
acquisition model that meets our
payback criteria. To achieve those
objectives, we have clear internal
targets for each component of the
customer acquisition funnel.
Relative to those internal targets,
lead generation costs had been
volatile and too high. Towards
the end of H1 those costs started
to decrease. The launch of our
new brand and website in mid-
November, with much clearer
messaging on the problems the
product solves, has been a trigger
for a step-change in the cost of
leads. The proportion of visitors to
the website that are signing up for
a free trial has more than doubled,
and those leads seem to be of
good quality.
Conversion of leads into new
customers remains a challenge.
We have had some months
of strong demo-to-customer
conversion rate, but we have not
yet been able to keep those rates
consistent. However, we have
been encouraged by the average
selling price to customers since
the new website launch, which is a
combination of the price per user
and the team size.
Churn is volatile, as can be
expected from such an early-stage
product. We are gathering good
data on the reasons for customers
leaving as well as the reasons they
are staying. That data helps us
to prioritise the product roadmap
and provides feedback into our
customer acquisition messaging
and onboarding processes.
Importantly, we launched our
inbuilt digital signature solution,
allowing documents to be simply
and legally electronically signed.
This combined with the NetSuite
partnership has the potential to
provide significant opportunity in
these rapidly growing markets. We
have assembled an outstanding
and highly motivated team
whose experience and data-
focused approach means they
are well equipped to find a path
to a scalable customer acquisition
model.
Given the value potential within
GetBusy, and its potential
applicability to a significant
addressable market, in 2021 we
shall continue our current rate
of spend, on both the customer
acquisition side and in product
development. Our objective
remains to create a scalable and
repeatable customer acquisition
model that meets our payback
criteria.
Our 2020 net spend of £2.0m was
43% higher than 2019, reflecting
the sales and marketing and
operational infrastructure that we
have put in place in 2020.
21
22
2020 IN REVIEW BUSINESS REVIEW (CONTINUED)
Corporate and central costs
Corporate and central costs were
down 9% to £1.5m, mainly as a
result of lower travel costs and
professional adviser fees.
Items reconciling Adjusted Loss
with Loss before Tax
On an IFRS basis, we have
capitalised £0.6m of development
costs in 2020, which relates
solely to work carried out on
Virtual Cabinet and SmartVault.
Capitalised amounts in 2020 relate
to, amongst other things, the
development of the VC Go suite of
mobility apps, the introduction of
multiple branding within the Virtual
Cabinet portal, the user interface
improvements for SmartVault and
the integration of the SmartVault
with a 3rd party billing system,
which will support expansion
and monetisation efforts within
SmartVault in the future. No costs
related to the development of
GetBusy have been capitalised as
there is insufficient certainty over
the commercial viability of that
product at this stage.
In the light of the impact of the
COVID-19 pandemic on the use of
our offices, we have conducted a
review of the carrying value of the
related lease assets and concluded
that the asset related to our
Sydney office lease, which expires
in September 2021, is impaired as
there is no reasonable possibility
of its value being recovered during
the remaining lease term given
local restrictions and the reduced
number of staff in our Australian
business. This has led to an
impairment charge of £0.1m within
non-underlying items.
The increase in depreciation on
owned assets and amortisation
is due to the impact of continued
capitalisation of development
costs.
The increase in share option
costs to £0.7m is a result of the
replacement incentive plans
implemented last January and
an increase in the provision for
employment taxes due if options
are exercised, driven by the
Company’s share price, which
increased by 54% over the year.
Other income of £0.6m relates
to the full forgiveness of the
Paycheck Protection Program loan
that we received in April in the US
(£0.4m) and the income credit for
the “RDEC” portion of our 2017 UK
research and development tax
claim.
The loss before tax for the year was
£1.1m, a reduction of 8% compared
to 2019.
During 2021, we will carry out work
to align the statutory structure of
the Group with our brands and we
expect to incur non-underlying
adviser costs in respect of that
project.
Tax
We have recorded a tax credit of
£1.5m in 2020, driven by successful
research and development tax
credit claims in the UK, slightly
offset by tax payable in Australia
and New Zealand where we are
locally profitable. The Group still
has sizeable carried forward tax
losses in the UK and US.
Profit after tax
The Group recorded a profit after
tax of £0.4m (2019: loss of £1.2m),
largely as a result of research and
development tax credits relating to
previous years and the recognition
of other income in respect of the
Paycheck Protection Program
(“PPP”) loan forgiveness in the US,
which would not be expected to
recur.
Foreign currency exposure
The Group’s subsidiaries do not
have material foreign currency
exposures. Most revenue and
expenditure transactions are
conducted in the functional
currency of the individual
subsidiary entity.
The Group’s reported results,
however, are impacted by the
translation of the results of foreign-
denominated subsidiaries into GBP.
Most notably this impacts on the
reported revenue figure; exposure
at the Adjusted Profit / (Loss)
level is relatively minor. It is for
this reason that the Group reports
constant currency growth figures
alongside reported currency.
At 31 December 2020, 42% of
the Group’s annualised recurring
revenue was denominated in USD,
11% in AUD and 3% in NZD. It is
expected that the proportion of
recurring revenue denominated
in USD will increase to c. 46% of
the total over the course of 2021,
based on the exchange rates in
effect at 31 December 2020. This is
driven by the expected increase in
revenue from SmartVault in the US.
Cashflow and working capital
A number of items have
contributed to the net cash inflow
of £0.5m in 2020, which has been
achieved despite the Adjusted Loss
before Tax of £(0.9)m and capital
expenditure on new office fit-outs
of £0.3m:
•
•
January;
£0.4m was received as a loan
from the PPP in the US. which
was subsequently forgiven; and
£1.2m was received in the
UK from research and
development tax credits in
respect of the three years to
2019.
Net cash at 31 December 2020 was
£2.3m, an increase of £0.5m from 31
December 2019. The £2m revolving
credit facility has remained entirely
undrawn since its completion in
September 2020.
Balance sheet
The £0.2m increase in intangible
assets in 2020 to £0.8m is a
result of an excess of capitalised
development costs over the
related amortisation. Capitalised
development costs relate solely to
the Virtual Cabinet and SmartVault
products. The commercial viability
of the GetBusy product is not
yet considered to be sufficiently
certain to meet the criteria
for capitalisation within IAS38
Intangible Assets; the timing of
when that situation may change is
inherently uncertain.
Over the course of 2020 we have
fitted-out two new offices, in the
UK and in the US, which has led
to an £0.3m increase in property,
plant and equipment. The fit-out of
the US office has been completed
in early 2021. This has also led
to a £1.6m increase in right-of-
use assets, which all relate to our
office leases. As discussed above,
the remaining right-of-use asset
related to our Sydney office was
impaired at 31 December 2020,
leading to a £0.1m charge within
non-underlying costs.
product of the timing of annual
subscription renewals, a very
strong December for new business
in SmartVault, and £0.1m of upfront
fees related to the loan facility with
Silicon Valley Bank. The current
tax receivable of £0.7m relates to
the UK research and development
tax credit due for the 2020 financial
year, with £0.3m of tax payable or
refundable in the UK, Australia and
New Zealand, which is recorded
within current liabilities.
The £0.3m increase in trade and
other payables mostly relates to
working capital timing differences,
most notably in the payment of
supplier invoices around the end
of the year and in an increase
in accruals related to sales
commissions following the strong
final quarter.
Deferred revenue, which is mostly
derived from annual subscriptions
paid in advance has increased by
£0.2m to £4.7m. A £0.5m increase
in SmartVault has been offset by a
£0.3m reduction in Virtual Cabinet,
partly caused by an increase in the
proportion of customers opting to
pay monthly by direct debit.
The lease liability of £2.1m has
increased by £1.8m since the prior
year as a result of the two new
office premises.
Over the course of 2020, 1,025,272
new shares were issued as a result
of new investments from directors
and the exercise of share options,
leading to a £0.3m increase in share
premium.
Outlook
In 2021, we expect to continue to
capitalise on the trends that have
been favourable to us during 2020.
•
£0.3m was received from the
director share subscription in
Trade and other receivables
increased by £0.5m to £1.8m, a
The product, sales, marketing and
customer success investments
we started to make in 2020, and
that we plan to accelerate in 2021,
will drive our growth in recurring
subscription revenue, particularly
in SmartVault. We can make these
investments confidently in the light
of favourable leading indicators
and the significantly enhanced cash
headroom that we currently enjoy.
We are very clearly in the
scaling phase of our document
management business comprising
SmartVault and Virtual Cabinet,
and we are able to see a path to
a substantial business with high
quality, predictable and valuable
earnings in the medium to long
term.
Whilst yet to be proven, we believe
that our GetBusy product has the
potential to open significantly
greater addressable markets for
our business. The problems it
solves are universal, not sector-
specific, and solutions to those
problems have become even
more valuable as businesses
adopt hybrid working models on a
permanent basis.
Our Group contains a combination
of a proven, highly cash-generative
market-leader, a rapidly and
predictably scaling pure SaaS
business in a large and valuable
market, and a new product that
solves increasingly relevant
problems and that has the potential
to open a significantly greater
market.
This unique combination gives us
confidence looking to the future.
23
24
2020 IN REVIEW OUR
GOVERNANCE
In a nutshell, it’s the Board’s job to ensure we’re doing the right things: the
right things by our shareholders, our customers, our suppliers, our people
and society in general. It’s also our job to provide leadership; we make
sure we know the direction we’re heading in, that it’s the right direction
and that the team has got what it needs to get there.
As chair, I lead the Board and it’s my role is to ensure that the Group’s
corporate governance model is properly adopted, delivered and
communicated. I am responsible for ensuring that the board agenda
concentrates on the key issues and that we as a Board are regularly
reviewing the Group’s strategy and its implementation. I work with
our CEO, Daniel Rabie, and our CFO, Paul Haworth, to establish good
information flows between the Board and senior management and that
accurate, timely and clear information is received by the rest of the Board.
I am a non-executive director, so I am not involved in the day-to-day
running of the business; this enables me to make independent decisions.
In 2018, we elected to adopt the Quoted Companies Alliance Corporate
Governance Code (“QCA Code”) and that continues to be the governance
framework we use. We believe it is appropriate for smaller growth
businesses in which the application of good governance needs to be
sensitive to the need to foster an entrepreneurial dynamism.
Dr Miles Jakeman AM
Chairman
Companies Act s.172 statement
In making decisions, the Directors take into account the potential long-term implications of those decisions.
This is a core component of the Group’s strategic planning process. In order to take account of the Group’s
employees, the Group has recruited a People and Culture team, which implements initiatives to ensure that the
views and needs of our people are taken into account in our planning and decision making.
How we foster business relationships with suppliers, customers and others, and the impact of our operations
on the community and environment, is explained within Principle 3 of our governance arrangements described
below. We strive to maintain a reputation for the highest standards of business conduct. Our adoption of the
QCA Corporate Governance Code provides the oversight and context for how we achieve that.
The Directors recognise the need to act fairly between members of the Company. Wherever a conflict or
potential conflict arises, the Board takes independent legal and professional advice to ensure that members are
treated fairly.
Compliance with the QCA Code
Below we address each of the 10 principles of the QCA Code and their application within GetBusy.
Principle 1
Our strategy and operating model can be found starting on page 7.
Establish a strategy
and business model
which promote
long-term value for
shareholders.
Principle 2
Seek to understand
and meet
shareholder needs
and expectations.
Principle 3
Take into account
wider stakeholder
and social
responsibilities and
their implications
for long-term
success.
We engage with all shareholders through a range of mechanisms, including but not
limited to:
• Providing quality documentation and/or notifications relating to GetBusy activities
through the corporate regulators, our website and media as appropriate;
• Encouraging all shareholders to engage with the Company by reading these materials
and contacting us if they have any queries or concerns through our investors@getbusy.
com e-mail address or through seeking face-to-face meetings as appropriate;
• Ensuring we respond to all investor queries, however received;
•
Inviting all shareholders to participate in annual general meetings and extraordinary
general meetings (as necessary); and,
• Holding biannual sessions between the Company – usually represented by the CEO,
CFO and Chair – with significant shareholders.
Our business model relies on our relationships with customers, staff, some suppliers
and certain integration and channel partners. We also take seriously our social,
environmental and ethical responsibilities to the local and national communities in which
we operate.
One of our core values is that every customer experience must include a smile. This
really means something to everyone in our business. We are constantly obtaining
feedback from our customers, responding quickly to any areas in which we fall short.
To execute our strategy it is critical that we have the right team. That means the right
skillsets but more importantly it means the people we work with need to share our
values. We operate a very flat management structure; we encourage staff in all roles to
engage with our leadership team directly.
Generally our business is not entirely and permanently reliant on any individual supplier;
feasible alternatives exist for most of the technologies we use, although not necessarily
without disruption or additional cost.
We have a clear understanding of who our key channel and integration partners are and
we maintain close relationships with them.
We encourage our people to play active roles in their communities and to enrich the
lives of others. For example, each member of the team can take two paid charity days
each year. We also encourage flexible working to allow our people to have active
family lives and get involved with their communities.
25
26
OUR GOVERNANCE
OUR GOVERNANCE (CONTINUED)
Principle 4:
Management of risk is a core function of the Board.
Principle 9:
The Chairman’s role and responsibilities have been described previously on page 25.
Embed effective
risk management,
considering both
opportunities and
threats, throughout
the organisation.
Principle 5:
Maintain the
board as a well-
functioning,
balanced team led
by the chair.
The Group has an established risk management process that examines opportunities
and threats at the strategic and operational level. The Group has in place a risk register
and the principal risks and uncertainties facing the Group can be found starting on page
30.
The Board comprises a non-executive independent Chairman, 2 executive directors
(the CEO and CFO), 2 non-executive directors and 1 senior independent director.
Miles Jakeman, Nigel Payne and Paul Huberman are considered by the Board to be
independent directors.
Both executive directors are employed on a full-time basis by the Company. The
time commitment required by non-executive directors is not prescribed; however it is
expected that each non-executive director will dedicate sufficient time to the Company
to understand the business, prepare for and attend Board and committee meetings
and carry out other work that is necessary for them to fulfil their duties as a director. In
addition, it is expected that non-executive directors have sufficient capacity to increase
their time commitment to the Company if necessary, for example in the event of a crisis
or significant transaction.
Each director has confirmed that they have sufficient time available and sufficient
capacity to carry out their role. This is reviewed annually by the Chairman for all other
directors; the Chairman’s availability and capacity is reviewed by the Senior Independent
Director.
During 2020, the Board held 5 formal full meetings and 3 additional shorter meetings to
cover specific topics.
Principle 6:
Ensure that
between them the
directors have the
necessary up-to-
date experience,
skills and
capabilities.
The members of our Board have a variety of skills and experience that collectively
provides an excellent balance.
Skillsets represented include, but aren’t limited to, high growth companies, product
management, user experience, enterprise software, digital marketing, UK public market
and regulatory landscape, start-ups, scale-ups, financial management, investor relations
and governance. Biographies of our directors can be found starting on page 13.
On appointment and subsequently, new Directors are offered induction and training
considered appropriate by the Board. The Directors receive briefings at Board meetings
on regulatory and other issues relevant to the Group and its business sector and may
attend external courses to assist in their professional development.
Principle 7:
Evaluate Board
performance
based on clear and
relevant objectives,
seeking continuous
improvement.
Principle 8:
Promote a
corporate culture
that is based on
ethical values and
behaviours.
The Board ordinarily reviews its performance annually with an anonymised survey
collated by the Company Secretary for which results are shared with the entire Board.
The survey considers the following categories: strategy and planning, monitoring
business performance, Board structure and role, meeting process, Board and director
responsibilities and Board culture and relationships. The Chairman is responsible for
agreeing an action plan to improve the Board’s performance.
Attendance at Board meetings and sub-committees is monitored. All directors attended
all board meetings during 2020.
GetBusy’s values are bold and clear. They are the guiding principles to the way we
run our business. They are listed on page 11. So far as possible, we ensure that these
values are visible through our recruitment processes, internal communications and
management style, corporate reports and external announcements.
We expect that the Board and leadership team demonstrate these values in all of their
work, setting the example for others. Our policies and procedures are designed with
these values at their core.
Maintain
governance
structures and
processes that
are fit for purpose
and support good
decision-making by
the Board.
The CEO’s primary responsibilities include:
• Developing GetBusy’s strategy for consideration and approval by the wider Board;
• Leading the senior leadership team in delivering GetBusy’s strategic and day-to-day
operational objectives; and
• Leading and maintaining communications with all stakeholders.
The CEO is supported in this by the CFO and senior leadership team. The CFO also
serves as the company secretary; this is considered appropriate for and is commonplace
within companies of our size although will be kept under review. The role of the
company secretary is to advise the Chairman and Board on both legal and regulatory
compliance matters, as well as providing a conduit for all the directors into the workings
of the company.
The Audit Committee provides confidence to shareholders on the integrity of the
financial results of the company expressed in the Annual Report and accounts and
other relevant public announcements of the company. The Audit Committee challenges
both the external auditors and the management of the company. It also considers the
engagement of auditors including tendering and the approval of non-audit services. The
Audit Committee reviews and reports to the board on any significant reporting issues,
estimates and judgements made in connection with the preparation of the company’s
financial statements. The Audit Committee is chaired by Paul Huberman and its other
members are Nigel Payne and Miles Jakeman.
The Remuneration Committee makes recommendations to the Board on the Company’s
remuneration policies and practices, the remuneration of executive and non-executive
directors and the level and structure of remuneration for senior management. The
Remuneration Committee is chaired by Nigel Payne and its members are Miles Jakeman
and Paul Huberman.
Our overriding principles are that the Board:
•
Is established to govern: the Board addresses “ends” and delegates the “means” to
achieve those ends to the management group;
• Looks to the future: the Board will devote the majority of its time to considering the
•
•
future and providing strategic leadership;
Is ultimately responsible to shareholders for the oversight and performance of the
Group; and
Is there to support and maintain a culture of governance, performance,
accountability and communication within GetBusy that embraces and establishes
the principles set out here.
In addition to any matters that are expressly required by law to be approved by the
Board, a number of areas are specifically reserved for the Board. These include, but
are not limited to, setting and approving a variety of corporate policies, setting the
terms of reference for subcommittees and dealing with matters referred to it by those
committees, setting the structure and composition of the Board, setting the Company’s
capital structure, approving resolutions for general meetings, and approving any
corporate activity including mergers, acquisitions or divestments.
27
28
OUR GOVERNANCE OUR GOVERNANCE (CONTINUED)
RISK MANAGEMENT
Principle 10:
Communicate
how the company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders.
GetBusy’s board comprises three independent non-executive directors, one further non-
executive director and two executive directors.
Our independent non-executive directors, Miles Jakeman, Nigel Payne and Paul
Huberman, have considerable experience at Board level in public companies. They
are considered by the Board to be robustly independent, both in character and in the
views and perspectives that they contribute to Board discussions. Their remuneration
is appropriate for the duties they perform for the Company, but is not material to
their respective financial positions. They do not participate in Company performance
incentive schemes, whether cash- or share-based.
Our non-independent non-executive director, Clive Rabie, is considered non-
independent due to his significant investment into GetBusy, which well aligns the Board
with longer-term shareholder value creation expectations.
In addition to his shareholding, Clive has considerable experience, contacts and
expertise within the small business software market and a detailed understanding of
the operational priorities and strategic imperatives required to be successful. This
experience and aligned interest make Clive an extremely valuable member of our Board.
All Board sub-committees are chaired by one of the independent non-executive
directors, Nigel Payne and Paul Huberman, who have considerable experience of
chairing and acting as a non-executive director of listed companies.
In conclusion, the GetBusy board considers that it has structured its governance
arrangements to deliver growth in long-term shareholder value. It has also structured
these arrangements to meet QCA principles in this regard. Copies of previous general
meeting notices and Annual Reports can be found at www.getbusy.com/investors
29
30
The Board is ultimately responsible for the effective management of risk
with detailed scrutiny delegated to the Audit Committee.
Risks are identified through a number of formal and informal forums
throughout the business and in consultation with external advisers, such
as lawyers or auditors. The diverse sources of risk identification improve
our ability to understand the complete universe of risks to which the
business is exposed.
Once identified, each risk is classified, its likelihood of occurrence and
consequence are estimated, a mitigation plan is established and the
risk is recorded on the Group’s risk register. Risks assessed as “major” or
worse are tracked regularly with the Board. “COVID” was added as a risk
category during the course of this year as a result of the very specific and
potentially pervasive nature of the risks that the pandemic has presented.
None of the risks within this new category was considered to have a
significant impact on the Group’s ability to deliver its strategy.
Periodically, other reports and updates are prepared for the Board on
the status of the risks on the register, including any significant changes.
The Board provides robust challenge to the executive directors on
the completeness of the risks identified, their classification and the
effectiveness of the mitigation plans in place.
During 2020, there has been a reduction in the quantity of residual risks
categorised as “high”, due to three main factors:
• SmartVault now operates within the AWS environment rather than on
self-managed servers, so the risk of product outage has significantly
reduced;
• SmartVault is becoming a larger part of the business and is scaling
well, reducing our reliance on growth in either Virtual Cabinet or
GetBusy; and
• We have appointed experienced specialists into security and
compliance and HR.
The table on the following pages shows the principal risks and
uncertainties faced by the Group. These are defined as the risks that are
most likely to have an impact on the Group’s ability to deliver its strategy.
OUR GOVERNANCE RISK MANAGEMENT (CONTINUED)
Risk category
Description of risk
Relevance to strategy
Potential consequences
Mitigating controls
Strategic
Strategic
Legal / regulatory
/ reputational
Commercial
Our new product, GetBusy, is early-stage
and unproven. It may fail to generate
independent revenue streams of sufficient
value.
New product development allows us to
generate recurring revenues from new
markets or additional revenue from existing
customers. GetBusy is a core component
of our new product development.
Reduction in growth potential of Group.
Potential loss of cash invested to develop and market
product with little or no return.
Potential need to realign cost base of business.
Recruitment of experienced and high-performing
team to launch product.
Agile development methodology allows a “fail-fast”
approach, limiting investment in dead-end areas.
Development of performance goals during product-
market-fit stage of development.
The architecture of Virtual Cabinet is
on-premise rather than cloud-based. If
the market begins to favour cloud-based
solutions, Virtual Cabinet may become
uncompetitive.
Our software handles large volumes of
sensitive client data. A significant loss of
data, a compliance breach, or malicious
actions from an internal or external party,
may have serious and wide-reaching
implications.
Over half of the Group’s recurring revenue
is derived from Virtual Cabinet.
Slowing revenue growth or revenue decline.
Significant customer churn.
Reduction in achievable selling price.
New feature introduction into Virtual Cabinet to
improve user experience.
Geographical expansion of SmartVault to provide
cloud-based alternative where required.
The security and reputation of our products
is an important part of attracting new
business and retaining existing customers.
Significant regulatory fines and sanctions leading to
significant financial loss.
Significant loss of customers and reduction in new
customer acquisitions.
Potential legal action by impacted customers leading
to financial loss.
Regular and rigorous penetration testing and follow-
up for all products.
Clearly documented internal procedures for
protecting client data.
Designated compliance officer to manage the Group’s
ongoing data protection activities.
In certain territories, the Group is reliant on
external partners for significant channels
to market and product integrations.
The Group may be vulnerable to the
ongoing collaboration and success of
those partners and to the tightening of
commercial terms.
Access to sales channels allows us to grow
our subscription revenue in a relatively
efficient manner and allows us access to
markets that might otherwise be difficult to
penetrate or retain.
High quality product integrations add
significant value to our customers and lead
to lower churn rates.
Reduction in revenue growth or revenue decline.
Increased costs of acquiring new customers or
maintaining existing customers with certain product
integrations.
Close relationships maintained with key partners at
senior leadership level.
Continual improvement in volume and quality of
product integrations offered.
Expansion of products into new verticals and
territories to minimise exposure to individual partners.
Operational
reputational
/
A significant technology failure within our
products or in technologies on which our
products rely, including cloud computing
providers, may severely impede customer
access to our services and their data.
The security, quality and reliability of our
products is an important part of attracting
new business and retaining existing
customers.
Significant reduction in customer base and revenue.
Potential legal action by impacted customers leading
to financial loss.
Significant costs of switching to alternative technology
provider
Operational
The successful execution of our strategy
is, to some extent, reliant on our ability to
recruit, motivate and retain certain key
people.
Each element of our strategy is reliant
on having the correct team in place to
execute.
Overall reduction in business performance (revenue,
profit and cash generation). Higher costs of
recruitment.
Regular load and penetration testing of products.
Ongoing monitoring of key services with automated
alerts.
Product updates go through quality control in test
environment before being fully released.
Contractual liability caps.
Dedicated People and Culture team.
Strong company culture designed to attract and retain
high quality staff.
Competitive remuneration packages for key
employees.
Incentive schemes aligned with Group’s strategic
goals.
Financial
The Group is currently loss-making and
cash absorptive at a pre-tax operating
level. The Group may in the future need
to raise additional funds to implement its
strategy and there can be no guarantee
that the required funding will be available
at an acceptable price or at all.
In the future the Group may need to raise
additional funds to make acquisitions or to
accelerate growth of new products, which
are elements of the Group’s strategy.
Failure to execute elements of strategy and realise
value for shareholders.
Dilution of existing shareholders through requirement
to issue new equity at unfavourable prices.
Strong focus on cost and cash disciplines in business.
Strengthening of relationships with potential funding
providers including debt and equity providers.
31
32
OUR GOVERNANCE
REMUNERATION REPORT
I am pleased to present the Report
of the Remuneration Committee for
2020.
The Committee
The Remuneration Committee
is appointed by the Board and is
formed entirely of non-executive
directors. The Committee is chaired
by me and the other members of
the Committee are Miles Jakeman
and Paul Huberman.
The Committee meets formally
at least twice a year and has
responsibility for setting the Group’s
general policy on remuneration
and also specific packages for
individual directors. The Committee
is also responsible for structuring
non-executive director pay,
which is subject to approval of
all independent Directors and
oversight from the Board including
the executive directors. The
Committee receives internal advice
from executive directors and
external advice from remuneration
consultants where necessary.
The Committee also makes
recommendations to the Board
concerning the allocation of long
term incentive awards to senior
management. The Committee’s
terms of reference are available for
public inspection on request.
Other members of the Board of
Directors are invited to attend
meetings when appropriate, but no
Director is present when his or her
remuneration is discussed.
Remuneration policy
Our policy is to align the
remuneration of executive directors
and the senior management team
with the creation of long-term value
for shareholders. To this end, non-
salaried executive remuneration
potential is performance based
provided through annual
performance-related bonuses and
long-term incentives linked to the
Group’s share price or enterprise
value.
The Committee is also mindful to
adopt policies that are equitable
across all employees in the Group.
Key considerations of the
Committee during 2020
During 2020, the Committee
considered the following specific
items:
• Agreement of the bonus
payments made to senior
management in relation to
performance in 2019;
• Agreement of the remuneration
proposals, including base
salary and short-term
incentive structure, for the
executive directors and senior
management for 2020;
• The implementation of the
replacement long-term equity
incentive scheme, outlined in
the 2019 annual report, which
was approved by shareholders
in January 2020;
• Remuneration proposals for the
Directors for 2021;
The Committee concluded that
the executive reward structure
was fair when considered against
other employees in the Group
though it noted that executive
director bonuses have hitherto
been well below market normal
levels for high growth technology
businesses.
• Review of the fairness of awards
across all employees; and
• Consideration of appropriate
incentive structures for
any corporate activity that
delivers significant returns to
shareholders.
2020 remuneration
Remuneration for executive
directors in 2020 comprised base
salary and benefits (such as private
healthcare), company pension
contributions or cash allowance,
performance bonus and long-term
incentive plan arrangements.
Base salaries for 2020 were set by
the Committee in December 2019.
The 2020 annual bonus plan for
executive directors was agreed
in December 2019 following the
approval of the 2020 budget.
The level of performance bonus
was primarily dependent on the
Group’s recurring revenue at 31
December 2020, starting to accrue
if the Group’s recurring revenue
Director remuneration summary
exceeded £12.7 million with the
maximum amount payable if
the Group’s recurring revenue
was £13.9 million or higher. The
cash performance bonus was
a percentage of salary. Daniel
Rabie’s maximum performance
bonus for 2020 was 45% of salary
and Paul Haworth’s was 35%. The
percentage of salary actually
payable in respect of 2020 for
Daniel Rabie was 37% and for Paul
Haworth it was 29%.
Non-executive directors are paid
a basic fee, which may include a
supplement for any sub-committee
responsibilities. In 2020, non-
executive director fees were
denominated in GBP, although may
have been paid in local currency.
The 2020 remuneration for
each director is set out in the
table below. Remuneration for
Greg Wilkinson is stated up to
his retirement on 5 May 2020.
Remuneration for Paul Huberman
is stated from his appointment on 3
March 2020.
£’000
Daniel
Rabie
Paul
Haworth
Miles
Jakeman
Nigel
Payne
Paul
Huberman
Clive
Rabie
Greg
Wilkinson
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
Salary
232
225
185
180
43
42
38
38
31
Pension
Benefits
Bonus
7
1
85
325
7
3
30
265
6
2
53
246
5
3
20
209
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43
42
38
38
31
-
-
-
-
-
37
36
12
36
-
-
-
-
-
-
-
-
-
-
-
-
37
36
12
36
33
34
OUR GOVERNANCE REMUNERATION REPORT CONTINUED
in the six months following the end
of the four year period. Awards
will be measured by reference
to the market capitalisation of
the Company on the date of
crystallisation.
The table below shows the
maximum potential options that
may vest to the executive directors
under the EMI Share Option Plan
and VCP.
Long-term equity incentives
On 27 January 2020, the executive
directors agreed to forfeit their
existing equity incentives, which
had a combined current market
value of approximately £2.2m
(based on the closing mid-market
share price of 59.5 pence on the
date of their cancellation). Options
under the EMI Share Option Plan
and Value Creation Plan, which
are described below and were
approved by shareholders at the
Extraordinary General Meeting in
January 2020, were then granted as
replacement options.
The EMI Share Option Plan is a nil
cost option plan that vests over
a three-year period with a share
price performance condition at
the end of the three-year period
of 46.0p, which is 62.5% higher
than the price of the Group’s initial
public offering. The Value Creation
Director share options
Plan (“VCP”) rewards share price
performance above 46.0p over
a four-year period by sharing a
varying proportion of incremental
value created with the executives.
This proportion starts at 3.5% of
incremental value created at
a price of 46.0p and increases
linearly to 8.75% of value created at
a price of 100.0p. There is a cap on
the number of shares that may vest
under the VCP, equivalent to the
number of shares that would vest
at a price of 120.0p.
On 2 March 2021, following
consultation with the Company’s
largest independent shareholders,
the Company and the participants
amended the terms of the VCP
so that instead of measuring
incremental value at the end of
the four year period following
implementation of the VCP,
participants can jointly choose to
crystallise their awards at any time
Daniel Rabie
Paul Haworth
Grant date
27 January
2020
27 January
2020
27 January
2020
27 January
2020
Number of
options
Vesting period Vesting performance criteria
2,196,428
3 years
Minimum share price of 46.0p at vesting date
1,828,094
4 years
Minimum share price of 46.0p up to a maximum vesting at a
share price of 100.0p at the vesting date
4,024,522
892,857
3 years
Minimum share price of 46.0p at vesting date
522,313
4 years
Minimum share price of 46.0p up to a maximum vesting at a
share price of 100.0p at the vesting date
1,415,170
Service agreements
2021 remuneration arrangements
Directors’ interests
As at 31 December 2020, the
Directors had the following
beneficial interests in the
Company’s shares:
Number of shares held
Daniel Rabie
1,570,789
Paul Haworth
70,000
Miles Jakeman
150,000
Nigel Payne
Paul Huberman
-
-
Clive Rabie
9,243,676
Nigel Payne
Chairman of the
Remuneration Committee
The executive directors’ service
agreements provide that their
employment with the Company is
on a rolling basis, subject to written
notice being served by either
party of not less than six months.
The current service contracts and
letters of appointment for Daniel
Rabie and Paul Haworth are dated
8 October 2018.
The service agreements for the
non-executive directors are
dated 5 July 2017, except for
Paul Huberman whose service
agreement is dated 12 February
2020, and provide for rolling 12
month terms, with a 3 month notice
period on either side.
Under these service contracts,
the Company may terminate an
executive director’s employment
immediately by making a payment
in lieu of base salary, benefits and
statutory entitlements, and any
bonus or commission payments
pro-rated for the duration of the
notice period. No bonus would
be payable in the event of an
executive director’s resignation.
Daniel Rabie’s 2021 base salary
is £236,385 (2019: £231,750). Paul
Haworth’s 2020 base salary is
£189,100 (2019: £185,400). The
rates of increase were seen as fair
relative to other employees of the
Group.
Both Daniel Rabie and Paul
Haworth will be eligible to receive a
cash performance bonus for 2021.
The level of performance bonus
will be dependent on the Group’s
annualised recurring revenue at 31
December 2021. The performance
bonus will start to accrue if the
Group’s annualised recurring
revenue, recorded at budgeted
exchange rates, exceeds £14.8
million and the maximum amount
will be payable if the Group’s
recurring revenue is £15.8 million
or higher (an increase of 14% over
2020 maximum target).
The cash performance bonus
is a percentage of salary. The
Remuneration Committee has
the flexibility to award bonuses of
market normal levels for maximum
performance. For Daniel Rabie’,
the maximum performance bonus
for 2021 is 125% of salary. Paul
Haworth’s maximum performance
bonus for 2021 is 100%.
The Committee remains committed
to reviewing the structure of
performance awards for the
executive directors on an ongoing
basis to ensure alignment with
the long term interests of all
shareholders and the strategic
priorities of the Group.
35
36
OUR GOVERNANCE AUDIT COMMITTEE REPORT
I am pleased to present my
first report as Chair of the Audit
Committee for 2020.
The Audit Committee provides
confidence to shareholders on
the integrity of the financial results
of the company expressed in
the Annual Report and accounts
and other relevant public
announcements of the company.
The Audit Committee challenges
both the external auditors and the
management of the company. It
also considers the engagement
of auditors including tendering
and the approval of non-audit
services. The Audit Committee
reviews and reports to the board
on any significant reporting issues,
estimates and judgements made in
connection with the preparation of
the company’s financial statements.
I became chair the Audit Committee
in May 2020 and the other members
are Nigel Payne (the former chair)
and Miles Jakeman.
Activities of the Audit Committee
during 2020
Since the 2019 annual report, the
Audit Committee carried out the
following key activities:
• Review of the Group’s key
regulatory announcements
during the year, including the
preliminary announcement
of the 2019 results, COVID-19
update, trading updates, and the
2020 half year report;
• Review of the Group’s
compliance with the Quoted
Companies Alliance Corporate
Governance Code and its
related disclosures;
• Review of the Group’s updated
risk management policies and
risk register;
• Approval of RSM UK Audit LLP’s
proposal for the 2020 external
audit of the Group;
• Review of the Chief Financial
Officer’s report on the key
accounting judgements and
issues for the 2020 financial
year, and the Group Financial
Controller’s report on the
state of internal controls and
her recommendations for
improvements; and
• Review and approval of the
accounting policies and their
application for the 2020 Annual
Report and accounts;
Significant financial reporting
issues and judgements
Following discussion with the Chief
Financial Officer and the Group’s
auditors, the Committee considers
the following items to be the most
significant financial reporting issues
and judgements that are relevant to
the 2020 financial statements:
The adoption of the going concern
assumption in the preparation of
the financial statements and the
related disclosures.
The Committee has reviewed the
detailed forecasts and reasonable
worst-case scenario prepared
by management, including
assessing the reasonableness of
the assumptions made and the
feasibility of mitigating actions. The
Committee has also considered the
impact of the COVID-19 pandemic
on the validity of the assumptions
used by management within their
forecasts.
The Committee is satisfied that the
going concern basis of preparation
is appropriate and that the related
disclosures adequately explain the
rationale for that basis.
The presentation of certain non-
statutory alternative performance
measures (“APMs”) alongside
statutory measures, for example
the disclosure of recurring revenue
or Adjusted Profit / Loss.
The Committee has reviewed
recommendations made by the
Chief Financial Officer that take into
account the Financial Reporting
Council’s (“FRC”) November 2017
Thematic Review, which discusses
the presentation of APMs in
financial statements and strategic
reports.
The Committee is satisfied that the
disclosures made around APMs
address the recommendations of
the FRC and provide transparency
and significant useful additional
information to shareholders. In
addition, the Group will ensure
that APMs are accompanied by
the most relevant equivalent IFRS
measure.
The treatment of development
costs, including the application of
IAS38 Intangible Assets and the
presentation of “fully expensed”
development spend above
Adjusted Profit / Loss in the
Income Statement.
In considering the level of
capitalisation of development
costs for existing products, the
Committee has considered
management’s assessment of
the proportion of spend that
is regarded as maintenance
compared to expenditure on
material product improvements.
The Committee has also
considered management’s
assessment that expenditure
on the new GetBusy product
does not meet the criteria for
capitalisation included within
IAS38. Management’s conclusion
is that there is currently insufficient
evidence of the commercial
viability of GetBusy. While the
product has its first paying users,
these are relatively few in number
and the revenue model is not
sufficiently well-proven.
The Committee has considered
the disclosures made concerning
the Group’s new revolving credit
facility with Silicon Valley Bank and
is satisfied that the key terms of the
facility are adequately disclosed.
Additionally the Committee is
satisfied with the treatment of the
upfront costs related to the facility.
The presentation of segmental
analysis in accordance with IFRS8
Operating Segments.
The Committee is satisfied that the
disclosures made are consistent
with the requirements of IFRS8.
IFRS 15 Revenue from Contracts
with Customers was adopted early
by the Group in 2017.
The ongoing compliance with that
standard has been considered by
the Committee.
The appropriateness of provisions
against trade accounts receivable.
The Committee considered the
methodology and assumptions
used by management in
determining the level of
provisioning against doubtful debts.
A full list of critical judgements
appears in note 4 to the financial
statements.
Paul Huberman
Chairman of the Audit Committee
We have noted the positive
feedback received from investors
regarding the presentation of
“fully-expensed” development
costs above Adjusted Profit /
Loss. Management is of the view
that this presentation provides a
clearer view of the performance of
the business that is free from the
impact of significant accounting
judgements, the application of
which may vary significantly from
company to company.
The Committee is in agreement
with management’s conclusions on
the capitalisation of development
costs and their presentation in the
income statement.
The treatment of the loan received
under the US Paycheck Protection
Program.
The Committee has considered
the status of the application
made by the Group for the US
Paycheck Protection loan to be
forgiven, under the terms of the
facility. The Committee agrees
with management’s judgement
that there was sufficient certainty
around the forgiveness of the loan
at year-end for the forgiveness to
be treated as other income.
Disclosure of the Group’s new
revolving credit facility and the
appropriateness of any related
accounting.
37
38
OUR GOVERNANCE
Substantial shareholdings
Standards and applicable law).
DIRECTORS’ REPORT
The Directors’ Report should
be read in conjunction with the
following items required by the
Companies Act 2006 (CA2006) that
are incorporated by reference
• Companies Act s. 172 statement,
included in Our Governance;
• An indication of likely future
developments of the Company
and Group, included in 2020 in
Review; and
• An indication of the research
and development activities
of the Company and Group,
included in 2020 in Review.
No political donations were made
during the period (2019: £nil). The
Company and Group do not use
complex financial instruments. The
Company has maintained cover
under a directors’ liability insurance
policy, as permitted by CA2006.
Directors
The directors who served
throughout the year and
subsequently, unless otherwise
stated, were:
Dr Miles Jakeman AM
Daniel Rabie
Paul Haworth
Nigel Payne
Paul Huberman (appointed 3 March
2020)
Clive Rabie
Greg Wilkinson (resigned 5 May
2020)
The table below shows the interests
in 3% or more of the Company’s
equity at 17 February 2021 of which
the directors are aware.
Annual General Meeting (AGM)
and Auditor
The AGM of the Company will be
held on Thursday 6 May at 11am at
the Company’s registered office,
with a video link also available.
Details will be published in the
Notice of the AGM. A resolution to
reappoint RSM UK Audit LLP will be
put to the AGM.
Directors’ responsibilities
statement
The directors are responsible for
preparing the Strategic Report, the
Directors’ Report and the financial
statements in accordance with
applicable law and regulations.
Company law requires the directors
to prepare group and company
financial statements for each
financial year. The directors have
elected under company law and
the AIM Rules of the London
Stock Exchange to prepare group
financial statements in accordance
with international accounting
standards in conformity with the
requirements of the Companies Act
2006 and to prepare the company
financial statements in accordance
with United Kingdom Generally
Accepted Accounting Practice
(United Kingdom Accounting
Substantial shareholdings at 17 February 2021
Number of shares held
% of total
Clive Rabie
BGF Investment Management Limited
FMR LLC
Canaccord Genuity Group Inc
Greg Wilkinson
9,243,676
7,115,000
4,861,442
4,500,000
3,690,771
Herald Investment Management Limited
2,935,102
Gresham House
River & Mercantile
Daniel Rabie
2,271,930
2,027,785
1,570,789
18.7%
14.4%
9.8%
9.1%
7.5%
5.9%
4.6%
4.1%
3.2%
The group financial statements are
required by law and international
accounting standards in conformity
with the requirements of the
Companies Act 2006 to present
fairly the financial position and
performance of the group. The
Companies Act 2006 provides
in relation to such financial
statements that references in
the relevant part of that Act to
financial statements giving a true
and fair view are references to their
achieving a fair presentation.
Under company law the directors
must not approve the financial
statements unless they are satisfied
that they give a true and fair view of
the state of affairs of the group and
the company and of the profit or
loss of the group for that period.
In preparing each of the group and
company financial statements, the
directors are required to:
for the group financial
select suitable accounting
a.
policies and then apply them
consistently;
b.
make judgements and
accounting estimates that are
reasonable and prudent;
c.
statements, state whether they
have been prepared in accordance
with international accounting
standards in conformity with the
requirements of the Companies Act
2006;
d.
statements state whether
applicable UK accounting
standards have been followed,
subject to any material departures
disclosed and explained in the
company financial statements;
prepare the financial
e.
statements on the going concern
basis unless it is inappropriate to
presume that the group and the
company will continue in business.
for the company financial
and enable them to ensure that
the financial statements comply
with the requirements of the
Companies Act 2006. They are
also responsible for safeguarding
the assets of the group and the
company and hence for taking
reasonable steps for the prevention
and detection of fraud and other
irregularities.
The directors are responsible for
the maintenance and integrity
of the corporate and financial
information included on the
GetBusy Plc website.
Legislation in the United Kingdom
governing the preparation
and dissemination of financial
statements may differ from
legislation in other jurisdictions.
Going concern
In their assessment of the
appropriateness of the going
concern basis, the Directors have
considered base case forecasts
for the Group. The same forecasts
have been used for the Company
as the Group centrally manages
cash and treasury; cash is regularly
moved between the Group’s
subsidiaries and so modelling
for liquidity and going concern
purposes is carried out on this
consolidated basis.
The Group is expected to be loss-
making in the medium term as
continued investment is made for
future growth. The global economy
has been significantly impacted
by the COVID-19 pandemic. As a
result, the Directors have applied
a number of assumptions to the
base case forecast, which includes
revenue, profit, cashflow and
covenant compliance projections,
to reflect a reasonable worst
case scenario for cashflow for the
period to 30 June 2022. Those
assumptions include:
The directors are responsible for
keeping adequate accounting
records that are sufficient to show
and explain the group’s and the
company’s transactions and
disclose with reasonable accuracy
at any time the financial position
of the group and the company
• A significant reduction in new
business revenue generated
from new business;
• A significant increase in churn
from existing customers, either
by downgrading their plans
or ceasing to use the Group’s
products entirely; and
39
40
• A marked increase in cash
tied up in working capital as
customers take longer to pay or
default on payments.
• Tiers of potential mitigating
actions have been identified,
with increasing cost and
complexity of implementation,
as follows:
• A reduction in certain variable,
performance-based costs
such as sales commissions and
performance bonuses;
• A reduction in the recruitment
of planned new staff;
• A reduction in certain
discretionary costs, such
as marketing, training and
outsourced design work;
• A reduction in workforce that
would have an initial cash outlay
but would reduce ongoing
overhead expenditure.
Based on the forecast and the
reasonable worst case scenario, the
Directors are of the opinion that the
Group is able to meet its liabilities
as they fall due for a period of not
less than 12 months from the date
of this report. For this reason, the
going concern basis is considered
appropriate for the preparation of
these financial statements.
Strategic report
The Strategic Report comprises the
following sections of this Annual
Report, which are incorporated by
reference:
• Our Business, Products and
Strategy
• 2020 in review
• Our governance
The Strategic Report and Directors’
Report were approved by the
Board on 2 March 2021.
Paul Haworth | Company Secretary
2 March 2021
GetBusy plc, Suite 8, The Works,
Unity Campus, Pampisford,
Cambridgeshire, CB22 3FT
Registered in England & Wales no
10828058
OUR GOVERNANCE
Opinion
statement of comprehensive income, consolidated and company balance sheets, consolidated and company
statements of changes in equity, consolidated cash flow statement and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and International Accounting Standards in
conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been
applied in the preparation of the parent company financial statements is applicable law and United Kingdom
ng Practice).
Summary of our audit approach
Key audit matters
Group
Revenue recognition
Capitalisation of development costs
No key audit matters are identified in relation to the parent company.
Materiality
Group
Overall materiality: £142,000 (2019: £125,000)
Performance materiality: £107,000 (2019: £94,200)
Parent Company
Overall materiality: £30,000 (2019: £61,600)
Performance materiality: £22,500 (2019: £46,200)
In our opinion:
the financial statements give a true and fair view of the state of the
Scope
Our audit procedures covered 100% of revenue, 94% of net assets and 87%
of profit before tax.
the group financial statements have been properly prepared in accordance with International
Accounting Standards in conformity with the requirements of the Companies Act 2006;
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
audit of the financial statements section of our report. We are independent of the group and the parent
company in accordance with the ethical requirements that are relevant to our audit of the financial statements
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
accounting included consideration of the cash flow forecasts and scenario analysis present and headroom
provided by existing funding facilities.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the group financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the group financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Key audit matter
description
accounting policies are not appropriate because the performance obligations
within the contracts with customers have not been correctly identified and
that for each, revenue has not been recognised as those obligations are
satisfied.
How the matter was
addressed in the audit
We tested revenue by performing tests of controls and tests of detail
including data analytics.
The controls and integrity of relevant IT systems, including the application of
the accounting policies and calculation of revenue, was reviewed and tested
by our internal IT expert. For entities under a different system the
reconciliation of cash sales receipts to revenue recognised and deferred
income was reviewed and the inputs verified.
The accuracy and occurrence of revenue recognition and deferred revenue
was assessed via the detailed review of a sample of specific contracts with
customers and invoices issued to customers, and data analytics. In completing
policies and requirements of IFRS 15.
41
42
(CONTINUED)
Capitalisation of development costs
Key audit matter
description
There have been research and development projects on-going throughout the
year for new and existing software platforms. There is a risk that these costs are
inappropriately capitalised or expensed due to the inherent judgement needed in
applying the requirements of IAS 38.
Development costs capitalised in the year were tested through tests of details
and a focused review on projects undertaken in the year. We checked the
calculations underlying the amounts capitalised and expensed. We challenged
whether the development criteria had been met
How the matter was
addressed in the
audit
by reference to key projects outlined by the Chief Technology Officer and those
highlighted in the annual report, payroll cost inputs, internal records of the nature
and volume of project aims achieved, sales figures and discussions with technical
the carrying value of development costs. The key inputs and judgements were
reviewed to determine their consistency with other information and our
understanding of the business.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature,
timing and extent of our audit procedures. When evaluating whether the effects of misstatements, both
individually and on the financial statements as a whole, could reasonably influence the economic decisions of
the users we take into account the qualitative nature and the size of the misstatements. Based on our
professional judgement, we determined materiality as follows:
Group
Parent company
Overall materiality
Basis for determining
overall materiality
Rationale for benchmark
applied
Performance materiality
Basis for determining
performance materiality
Reporting of
misstatements to the
Audit Committee
£142,000 (2019: £125,000)
1% of revenue
the key
is considered
Revenue
benchmark to the primary users of
the financial statements. The group
is
its
in
revenues,
recurring
revenues, are key to its growth.
£107,000 (2019: £94,200)
its growth stage and
particularly
£30,000 (2019: £61,600)
Total assets (however restricted for
group purposes)
is a non-trading
The company
holding entity. The total assets of
the company are considered the
best indication of the value of its
investments in its subsidiary trading
entities.
£22,500 (2019: £46,200)
75% of overall materiality
75% of overall materiality
Misstatements in excess of £7,140
and misstatements below
that
threshold that, in our view, warranted
reporting on qualitative grounds.
Misstatements in excess of £1,500
that
and misstatements below
threshold
view,
that,
warranted reporting on qualitative
grounds.
in our
An overview of the scope of our audit
The group consists of five components, located in the United Kingdom, United States of America, Australia
and New Zealand. Full scope audits were performed for three components and specific audit procedures for
two components. The specific audit procedures were in respect of revenue recognition which was material
for group purposes. No audits or procedures were undertaken by component auditors.
The coverage achieved by our audit procedures was:
Other information
The other information comprises the information included in the annual report, other than the financial
within the annual report. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the
the financial statements are prepared is consistent with the financial statements; and
legal requirements.
le
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
certain disclosures of di
we have not received all the information and explanations we require for our audit.
43
44
(CONTINUED)
Responsibilities of directors
As
set out on pages 39-40, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the g
and using the going concern basis of accounting unless the directors either intend to liquidate the group or
the parent company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) 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 these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to
obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct
effect on the determination of material amounts and disclosures in the financial statements, to perform audit
procedures to help identify instances of non-compliance with other laws and regulations that may have a
material effect on the financial statements, and to respond appropriately to identified or suspected non-
compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through designing and implementing appropriate responses and
to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance,
to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the
group audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory
frameworks that the group and parent company operate in and how the group and parent company
are complying with the legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and
assessment of the risks of irregularities, including any known actual, suspected or alleged instances
of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur
including assessment of how and where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation /
Regulation
IFRS, FRS102 and
Companies Act
2006
Additional audit procedures performed by the Group audit engagement
team included:
Review of the financial statement disclosures and testing of the supporting
documentation; and
Completion of disclosure checklists to identify areas of non-compliance
Tax compliance
regulations
Consultation with our internal R&D tax expert and review of treatment and
disclosure in the financial statements
The areas that we identified as being susceptible to material misstatement due to fraud were
Risk
Management
override of
controls
Revenue
recognition
Audit procedures performed by the audit engagement team:
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.
This is considered to be a Key Audit Matter and our procedures are described
above.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of
Use of our report
the Companies Act 2006. Our audit work has been undertaken so that we
Chapter 3 of Part 16 of
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the
have formed.
JONATHAN LOWE (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
3 Hardman Street
Manchester
Date: 2 March 2021
45
46
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED BALANCE SHEET
Revenue
Cost of sales
Gross profit
Operating costs
Other income
Net finance costs
Loss before tax
Loss before tax
Capitalised development costs
Depreciation and amortisation on owned assets
Share option costs
Social security costs on share options
Non-underlying costs
Other income
Finance income / (costs) not related to leases
Adjusted loss before tax
2020
2019
Note
6
14,179
12,661
7
8
8
13
13,15
9
9
12
7
(1,044)
(948)
13,135
11,713
(14,783)
588
(66)
(12,854)
-
(39)
(1,126)
(1,180)
(1,126)
(558)
558
416
236
126
(588)
9
(927)
1,524
398
(1,180)
(331)
456
286
113
62
-
(1)
(595)
(25)
(1,205)
Tax 10
Profit/(Loss) for the period attributable to owners of the
Company
Profit/(Loss) per share (pence)
Basic
Diluted
11
11
0.81p
0.71p
(2.49)p
(2.49)p
Non-current assets
Intangible assets
Right of use assets - leases
Property, plant and equipment
Current assets
Trade and other receivables
Current tax receivable
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Deferred revenue
Lease liabilities
Current tax payable
Non-current liabilities
Deferred revenue
Deferred tax liabilities
Lease liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Demerger reserve
Retained earnings
Equity attributable to shareholders of the parent
2020
2019
Note
13
14
15
16
17
17
14
17
19
14
20
20
20
807
1,842
375
3,024
1,815
763
2,283
4,861
7,885
(2,614)
(4,608)
(263)
(272)
(7,757)
(58)
-
(1,845)
(1,903)
(9,660)
646
220
143
1,009
1,353
-
1,743
3,096
4,105
(2,265)
(4,233)
(219)
(30)
(6,747)
(200)
(6)
(96)
(302)
(7,049)
(1,775)
(2,944)
74
3,018
(3,085)
(1,782)
(1,775)
73
2,756
(3,085)
(2,688)
(2,944)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
These financial statements were approved by the Board of Directors on 2 March 2021 and were signed on its
behalf by:
Profit/(Loss) for the period
Other comprehensive income / (expense)
Items that may be reclassified subsequently to profit or loss
2020
2019
398
(1,205)
Exchange differences on translation of foreign operations
Other comprehensive income net of tax
92
92
14
14
Total comprehensive income for the period
490
(1,191)
Daniel Rabie
Paul Haworth
Chief Executive Officer
Chief Financial Officer
47
48
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2020
2020
Share
capital
Share
premium
account
Demerger
Reserve
Retained
earnings
Total
At 1 January 2020
73
2,756
(3,085)
(2,688)
(2,944)
Profit for the period
Exchange differences on translation of foreign
operations, net of tax
Total comprehensive profit attributable to
equity holders of the parent
Issue of ordinary shares
Total
Company
transactions with owners of
the
Share option costs
-
-
-
1
1
-
-
-
-
-
262
262
-
-
-
-
-
-
-
-
-
398
92
490
-
-
416
416
398
92
490
263
263
416
416
At 31 December 2020
74
3,018
(3,085)
(1,782)
(1,775)
2019
At 1 January 2019 as originally stated
Effect of first time adoption of IFRS16
As restated
Loss for the period
Exchange differences on translation of foreign
operations, net of tax
Total comprehensive
equity holders of the parent
loss attributable to
Share option costs
Share
capital
Share
premium
account
Demerger
Reserve
Retained
earnings
Total
73
-
73
-
-
-
-
-
2,756
(3,085)
(1,695)
(1,951)
-
-
(88)
(88)
2,756
(3,085)
(1,783)
(2,039)
-
-
-
-
-
-
-
-
-
-
(1,205)
14
(1,205)
14
(1,191)
(1,191)
286
286
286
286
At 31 December 2019
73
2,756
(3,085)
(2,688)
(2,944)
Adjusted loss before tax
Depreciation of right of use asset - leases
Income statement cost of interest on finance leases
(Increase)/decrease in receivables
(Decrease) in payables
Increase / (decrease) in deferred income
Cash used in operations
Income taxes received
Interest received
Net cash used in operating activities
Purchases of property, plant and equipment
Purchases of intangible assets
Net cash used in investing activities
Principal portion of lease payments
Interest on lease liabilities
Proceeds on issue of shares
Income from forgiven PPP loan
Transaction costs related to loans and borrowings
Net cash used in financing activities
Net increase/(decrease) in cash
Cash and bank balances at beginning of period
Effects of foreign exchange rates
Cash and bank balances at end of period
2020
2019
(927)
365
56
(239)
(37)
233
(549)
1,076
5
532
(368)
(29)
(397)
(226)
(56)
263
384
(94)
271
406
1,743
134
2,283
(595)
296
-
268
(51)
(397)
(479)
74
1
(404)
(63)
(68)
(131)
(256)
(40)
-
-
-
(296)
(831)
2,486
88
1,743
49
50
NOTES TO THE FINANCIAL STATEMENTS
2. ALTERNATIVE PERFORMANCE MEASURES AND GLOSSARY OF TERMS
1. GENERAL INFORMATION
registered office is Suite 8, The Works, Unity Campus, Pampisford, Cambridge, CB22 3FT. The Company is a
software enables over 67,000 professional paying users around the world to digitise their operations and be
productive while working in the office or remotely.
These financial statements are presented in pounds sterling because that is the currency of the primary
economic environment in which the group operates.
2. ALTERNATIVE PERFORMANCE MEASURES AND GLOSSARY OF TERMS
The Group uses a series of non-
reporting. These measures are used because we believe they provide additional insight into the performance
of the Group and are complementary to our IFRS performance measures. This belief is supported by the
discussions that we have on a regular basis with a wide variety of stakeholders, including shareholders, staff
and advisers.
The APMs used by the Group, their definition and the reasons for using them, are provided below:
. This includes revenue from software subscriptions and support contracts. A key part of
our strategy is to grow our high-quality recurring revenue base. Reporting recurring revenue allows
shareholders to assess our progress in executing our strategy.
are listed below along with an explanation as to why they are excluded:
. This is calculated as profit / loss before tax and before certain items, which
These non-cash charges to the income statement
are subject to significant judgement. Excluding them from this measure removes the impact of that
judgement and provides a measure of profit that is more closely aligned with operating cashflow.
Only depreciation on owned assets is excluded; depreciation on leased assets remains a component
of Adjusted Profit / Loss because, combined with interest expense on lease liabilities, it is a proxy for
the cash cost of the leases.
. Significant judgement is applied in calculating the fair value of share options and
subsequent charge to the income statement, which has no cash impact. The impact of potentially
dilutive share options is also considered in diluted earnings per share. Therefore, excluding share
option costs from Adjusted Profit / Loss before Tax removes the impact of that judgement and
provides a measure of profit that is more closely aligned with cashflow.
. There is a very broad range of approaches across companies in
applying IAS38
in their financial statements. For transparency, we exclude the
impact of capitalising development costs from Adjusted Profit / Loss before Tax in order that
shareholders can more easily determine the performance of the business before the application of
that significant judgement. The impact of development cost capitalisation is recorded within
operating costs. The cashflow statement reconciles from Adjusted Profit / Loss before Tax, and so
there is no adjustment for development amortisation within operating cashflows and no adjustment
for development capitalisation within cashflows from investing activities.
-
. Occasionally, we incur costs that are not representative of the underlying
performance of the business. In such instances, those costs may be excluded from Adjusted Profit /
Loss before Tax and recorded separately. In all cases, a full description of their nature is provided.
. This is income that is derived from activities outside of the underlying business and
which is generally one-off in nature. In 2020 this included the forgiveness of a loan granted under the
US Paycheck Protection Programme and notional income received under the UK Research and
Development Expenditure Credit scheme.
(CONTINUED)
. These are finance costs and income such as interest
on bank balances and loan facilities. It excludes the interest expense on lease liabilities under IFRS16
because, combined with depreciation on leased assets, it is a proxy for the cash cost of the leases.
revenue performance before the impact of changes in exchange rates.
. As a Group that operates in different territories, we also measure our
Glossary of terms
The following terms are used within these financial statements:
Monthly recurring revenue. That is, the monthly value of subscription and support revenue,
both of which are classified as recurring revenue.
. Annualised MRR. For a given month, the MRR multiplied by 12.
. Customer acquisition cost. This is the average cost to acquire a customer account, including
the costs of marketing staff, content, advertising and other campaign costs, sales staff and
commissions.
Lifetime value, calculated as the average revenue per account multiplied by the average gross
margin and divided by gross MRR churn.
. The average percentage of MRR lost in a month due to customers leaving our platforms.
. The average percentage of MRR lost or gained (if negative) in a month due to the
combined impact of customers leaving our platforms, customers upgrading or downgrading their
accounts and price increases or reductions.
. Annualised MRR per paid user at a point in time.
3. ACCOUNTING POLICIES
which
prepared in accordance with International Accounting Standards in conformity with the requirements of the
Companies Act 2006. They are prepared using the historic cost convention. They are also prepared on the
Material accounting
policies, for which additional specific narrative adds to the boilerplate description in the underlying IFRS, are
set out below.
Consolidation
reorganisation constituted a common control transaction, which was outside the scope of IFRS 3. IFRS does
not contain specific guidance on the preparation of financial statements for this scenario and accordingly in
preparing the 2017 financial statements, we opted to apply predecessor accounting whereby the net assets
were incorporated into the consolidated financial statements at their previous carrying values. There was no
the differences between the aggregate book values of the subsidiaries
goodwill arising on the combination
and the consideration given for them were accounted for within a demerger reserve.
In practice, this means that the consolidated financial statements were prepared as if the group had always
existed. A list of the subsidiaries included in the consolidated financial statements is listed in note 21.
T
h
e
n
u
m
b
e
r
s
51
52
3. ACCOUNTING POLICIES (CONTINUED)
Revenue recognition
The Group generates income from customers in the following ways:
A customer pays a regular fixed amount (usually monthly or annually) in exchange for a right
to access our software and the technical support that we provide.
A customer pays a one-off amount for the right to use a particular version of our software for as
support; these are purchased separately under a Support plan.
Licence customers pay a regular fixed amount (usually annually) to access our technical support
and to obtain software updates.
To get the most from some of our software products, certain customers prefer us to manage the
implementation project, including technical and training aspects. This is usually invoiced at the point of
e to software that is sold on both a subscription and
completion
upfront licence basis. Other ad-hoc consulting assignments, for example to assist with the migration of data
between systems or training new groups of users, are usually invoiced on completion of the assignment.
-
SmartVault is a pure subscription product with some limited consulting sold alongside, such as onboarding,
on a straight-line basis over the contract, with consulting revenue recognised at the point that each individual
consulting project is completed.
IFRS 15 requires us to identify separate performance obligations in our contracts with customers and then to
determine if those performance obligations are distinct. The activities listed above are our principal promises
within contracts for Virtual Cabinet. We have made the critical judgement that, in the following two cases,
promises need to be grouped before they form performance obligations because they are not separately
identifiable:
Software licences are invariably sold alongside a support contract for a fixed minimum period (usually
three years) and a consulting engagement to manage the implementation project for a customer. In
these cases, the licence, the support contract and the consulting engagement need to be grouped
into a performance obligation.
A consulting engagement to implement subscription software is grouped with the related
subscription contract into a performance obligation.
Virtual Cabinet revenue is therefore recognised in the following ways:
is recognised on a straight-line basis over the duration of the contract.
contract (usually 3 years).
is recognised on a straight-line basis over the minimum term of the related Support
is recognised on a straight-line basis over the duration of the contract.
related to a software licence implementation is recognised on a straight-line basis over
the duration of the minimum term of the related Support contract (usually 3 years). Consulting revenue related
to a subscription software implementation is recognised on a straight-line basis over the minimum term of the
related subscription contract. All other consulting revenue is recognised on completion of the consulting
engagement.
Where additional user licenses or user subscriptions are entered into part way through a license or
subscription, revenue is recognised over the remaining duration of the contract.
In most cases, we invoice and receive payment from customers in advance of revenue being recognised in
the income statement. Deferred revenue is the difference between amounts invoiced to customers and
revenue recognised under the policy described above.
3. ACCOUNTING POLICIES (CONTINUED)
Leases
The Group applied IFRS 16 Leases on the modified retrospective basis from 1 January 2019.
Development costs
The accounting standard IAS38 Intangible Assets sets out criteria under which development costs should be
capitalised. The key criteria for capitalisation are (1) technical feasibility; (2) intention to complete and then use
or sell; (3) commercial viability and (4) ability to measure reliably the expenditure.
We are constantly developing our products, both existing and new. These developments range from minor
enhancements and bug fixes, to integrations with new or updated third party software, to major new features
and completely new products.
We use agile development techniques. Our development is based on a series of iterative steps each designed
to provide value to the customer and which can each be trialled and validated. Unlike traditional waterfall
Consequently we apply judgement and estimates in determining the proportion of our total development
spend that meets the above criteria.
To make these judgements, we examine in detail the development activities over a period of time for each
product. We make an estimate of the proportion of that time in which the development tasks that are being
carried out meet the IAS38 criteria. We then apply that proportion to the entire development spend for the
period to determine the amount to be capitalised.
Capitalised costs are amortised over their useful economic life, which is estimated to be 3 years.
Loans
The gross value of any loans outstanding is presented as a liability, split where applicable between current
liabilities and non-current liabilities. Any directly attributable costs incurred in initiating a loan facility are
initially recorded within prepayments and are recognised in the income statement on a straight-line basis over
the term of the related loan. Forgivable loans are recorded as liabilities until there is sufficient certainty around
the forgiveness criteria being met, at which point they the loan is credited to the income statement within non-
recurring items.
Research and development tax credits
Tax credits received through the Research and Development Expenditure Credits scheme are recognised
within other income at their tax grossed up value. A tax charge is recognised relating to this income within the
tax charge line in the Income Statement.
Research and Development credits claimed under the SME R&D relief scheme are recognised as tax credits
entirely within the tax line of the Income Statement.
Tax credits are recognised at the point that they become probable and their value can be measured reliably.
53
54
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
6. REVENUE AND OPERATING SEGMENTS
UNCERTAINTY
To apply IFRS and our accounting policies, we have to make judgements, estimates and assumptions about
some of the amounts in our financial statements that are not readily apparent from other sources. These
judgements and estimates are based on a combination of experience and current circumstance; the actual
Development costs
Based on the methodology described in the accounting policies above, a proportion of development
expenditure on existing products has been capitalised. Development expenditure on new products has been
expensed as incurred as it is not possible to demonstrate commercial viability at this stage given results to
date.
Share option costs
IFRS 2 Share based payment requires the use of statistical models to determine the fair value of share options
granted to employees. The nature of the options we have granted means a Monte Carlo model has been used
by a third-party firm to estimate the fair value. This model makes use of various assumptions, the most
significant of which are listed in note 9.
The share-based payment schemes implemented in January 2020 have been treated as modifications to
existing schemes rather than cancellations and new grants. This is because those schemes met the criteria
within IFRS 2 for replacement schemes:
Options granted under the new schemes are with the same participants as the cancelled options;
The transactions to issue and cancel the options are part of the same arrangement;
The cancellation of the options would not have occurred unless the new options were issued; and
The cancellation of the options does not make commercial sense without the issue of the new
options, and vice versa.
The impact of this is that the incremental fair value of the new options is being recognised in the income
statement over the remaining life of the new options.
Expected credit losses
The Group has material trade receivables, principally arising from its Virtual Cabinet business in the UK.
Judgement is required in determining the extent of any provision for expected credit losses. The specific
circumstances of individual customers, and historical trends, are used in the calculation of this provision.
Forgiveness of loan under Paycheck Protection Programme
In April 2020 the Group received £0.4m via a loan from the US Paycheck Protection Programme. At that time,
the loan was recorded on the balance sheet within non-current liabilities. Under the terms of the loan, the
Group applied for the entire principal and accumulated interest to be forgiven. This application for forgiveness
was submitted prior to the year-end and subsequently approved post year-end. The forgiveness of the
principal and accumulated interest on the loan has been recorded within Other Income, which is considered
to be a critical judgement as, at the balance sheet date, there remained some uncertainty around the
forgiveness process and outcome.
5. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
No new standards and interpretations will have a material impact on our financial statements.
, Virtual Cabinet and
GetBusy) and a corporate and central segment. Our Chief Executive Officer assesses Group performance and
determines the allocation of resources on that basis.
2020
from
contracts with
Recurring revenue
Non-recurring revenue
Revenue
customers
Cost of sales
Gross profit
Sales, general and admin costs
Development costs
Adjusted profit / (loss) before tax
Capitalisation of development costs
Depreciation and amortisation on owned
assets
Share option costs
Social security on share option costs
Non-underlying costs
Other income
Other finance income / (costs)
Loss before tax
2019
from
contracts with
Recurring revenue
Non-recurring revenue
Revenue
customers
Cost of sales
Gross profit
Sales, general and admin costs
Development costs
Adjusted profit / (loss) before tax
Capitalisation of development costs
Depreciation and amortisation on owned
assets
Share option costs
Social security on share option costs
Non-underlying costs
Other finance income / (costs)
Loss before tax
Document
Management
Task
Management
SmartVault
Virtual
Cabinet
GetBusy
Corporate
& central
5,433
267
5,700
(838)
4,862
(4,550)
(1,685)
(1,373)
7,578
895
8,473
(168)
8,305
(3,422)
(992)
3,891
6
-
6
(38)
(32)
(1,058)
(885)
(1,975)
-
-
-
-
-
(1,470)
-
(1,470)
Document
Management
Task
Management
SmartVault
Virtual
Cabinet
GetBusy
Corporate
& central
4,201
135
4,336
(770)
3,566
(3,640)
(898)
(972)
7,187
1,138
8,325
(178)
8,147
(4,033)
(742)
3,372
-
-
-
-
-
(472)
(905)
(1,377)
-
-
-
-
-
(1,618)
-
(1,618)
Total
13,017
1,162
14,179
(1,044)
13,135
(10,500)
(3,562)
(927)
558
(558)
(416)
(236)
(126)
588
(9)
(1,126)
Total
11,388
1,273
12,661
(948)
11,713
(9,763)
(2,545)
(595)
331
(456)
(286)
(113)
(62)
1
(1,180)
Recurring revenue is defined as revenue from subscription and support contracts. Non-recurring revenue is
defined as all other revenue. No customer represented more than 10% of revenue in either period.
55
56
6. REVENUE AND OPERATING SEGMENTS (CONTINUED)
9. EMPLOYEES AND EMPLOYEE COSTS (CONTINUED)
Revenue by territory of operation is shown below
Total employee costs are shown below. Share option costs are non-cash costs.
2020
Recurring revenue
Non-recurring revenue
Revenue
customers
from
contracts with
2019
Recurring revenue
Non-recurring revenue
Revenue
customers
from
contracts with
UK
5,880
822
6,702
UK
5,370
987
6,357
USA
Aus / NZ
5,211
256
5,467
1,926
84
2,010
USA
Aus / NZ
4,200
133
4,333
1,818
153
1,971
Total
13,017
1,162
14,179
Total
11,388
1,273
12,661
7. OTHER INCOME
US Paycheck Protection Programme loan forgiveness
RDEC credit relating to prior years
2020
2019
384
204
588
-
-
-
Other income includes a tax credit of £204k received through the Research and Development Expenditure
Credits scheme relating to a prior period. A tax charge of £39k relating to this income is also included in the
tax line of the Income Statement.
8. LOSS BEFORE TAX
Loss before tax is stated after charging:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets leases
Amortisation of intangible fixed assets
Impairment of right-of-use assets leases
Net foreign exchange losses
Fees payable to our auditor for the audit of these
annual accounts
Fees payable to the auditor for other services:
- Tax services
- Other services
9. EMPLOYEES AND EMPLOYEE COSTS
The average number of people we employed each year is shown below.
Customer success and support
Development
Delivery and operations
Sales and marketing
Administration (including directors)
Wages and salaries
Social security costs
Other pension costs
Cash employee costs
Share option costs
Total employee costs
2020
8,585
1,066
249
9,900
652
10,552
2019
7,393
880
230
8,503
399
8,902
During the year, the Company cancelled 4,452,326 existing options over ordinary shares in the Company and
subsequently granted, in aggregate, 6,593,705 replacement options over ordinary shares in the Company. The
replacement options were granted under the Company's EMI Share Option Plan
and Value Creation
Plan
.
Details of the share options outstanding during the year are as follows:
Number of
awards
outstanding
at the
beginning of
year
2,723
529
1,286
612
119
289
-
-
5,558
Number of
awards
granted
during the
year
Number of
awards
exercised
during the
year
Number of
awards
forfeited
during the
year
Number of
awards
outstanding
at the year-
end
Number of
exercisabl
e awards
at the
year-end
Vesting date
-
-
-
-
-
-
3,982
2,612
6,594
(524)
-
-
-
-
-
-
-
(524)
(2,059)
(417)
(1,014)
(612)
(119)
(289)
-
-
(4,510)
140
112
272
-
-
-
3,982
2,612
7,118
3 August 2020
140
3 August 2021
-
3 August 2022
-
3 August 2020
-
3 August 2021
-
-
3 August 2022
- 27 January 2023
- 27 January 2024
140
2017 LTIP
2017 LTIP
2017 LTIP
2018 LTIP
2018 LTIP
2018 LTIP
2020 EMI
2020 VCP
Total
2020
2019
The weighted average share price on the date of exercise was £0.85 (2019: n/a).
133
365
425
81
23
63
-
-
2020
24
35
17
29
17
122
140
296
315
36
5
60
24
13
2019
19
27
19
26
18
109
57
than through equity. The Directors have concluded that there is no present obligation for the awards to be
settled in cash and consequently the awards have been treated as equity-settled for the purposes of IFRS2
.
The aggregate standalone fair value of the replacement options granted during the year was £2,959,000 (2019:
£nil); their incremental fair value over the awards they replaced was £720,000. The fair value of the options
granted was estimated using a Monte-Carlo model; the key inputs into that model were as follows:
Share
price at
date of
grant
£0.283
£0.283
£0.595
£0.595
Exercise
price
Expected
volatility
£nil
£nil
£0.0015
£0.0015
50%
50%
50%
50%
Weighted
average
option life
3.5 years
3.5 years
3 years
4 years
2017 LTIP
2018 LTIP
2020 EMI
2020 VCP
58
10. TAX
Tax recognised in the income statement
2020
2019
Current tax
Current year
Adjustment for prior years
Foreign tax
Foreign tax adjustment for prior years
Deferred tax
Origination and reversal of temporary differences
Adjustment for prior years
Effect of tax rate change on opening balances
Tax expense / (income)
Reconciliation of effective tax rate
Loss before tax
Tax at UK corporation tax rate of 19.00% (2019: 19.00%)
Effects of:
Expenses not deductible
Income not taxable
- Overseas tax rates
-
-
- Deferred tax not recognised
-
-
-
-
-
Adjustments in respect of prior periods
Losses utilised
R&D tax credits in respect of prior years
RDEC corporation tax in respect of prior years
Additional deduction for qualifying R&D
expenditure
Current period losses surrendered for R&D tax
credit
R&D tax credit
-
-
(763)
(857)
95
1
(1,524)
-
-
-
(1,524)
-
-
30
30
-
-
(5)
25
2020
2019
(1,126)
(1,180)
(214)
41
86
(81)
75
(1)
(75)
(896)
39
(735)
1,000
(763)
(1,524)
(224)
(4)
80
-
199
(5)
(21)
-
-
-
-
-
25
11. EARNINGS / (LOSS) PER SHARE
The calculation of earnings / (loss) per share is based on the profit for the period of £398k (2019: loss of
£(1,205)k).
Weighted number of shares calculation
2020
2019
Weighted average number of ordinary shares
Effect of potentially dilutive share options in issue
Weighted average number of ordinary shares (diluted)
Earnings / (Loss) per share
Basic
Diluted
49,219
7,251
56,470
2020
Pence
0.81p
0.71p
48,400
5,557
53,957
2019
pence
(2.49)
(2.49)
At 31 December 2020, there were 7,117,276 shares under option. As required by IAS33 (Earnings per Share),
the impact of potentially dilutive options was disregarded for the purposes of calculating diluted loss per share
in the prior year as the Group was loss making. At 31 December 2019 there were 5,557,643 shares under option
that would have become dilutive if the Group had been profitable.
12. NON-UNDERLYING ITEMS
Occasionally, we incur costs or receive income that are not representative of the underlying performance of
the business. In such instances, those costs or income may be excluded from Adjusted Profit / Loss before
Tax and recorded separately.
In 2020, non-underlying costs were £126k, of which £81k related to the impairment of an onerous office lease
in Australia, and the associated accelerated depreciation of the Right of Use asset. The remaining £45k related
to a dilapidation provision for the estimated costs associated with the reinstating the Australian office under
the terms of the lease, which expires in September 2021.
In 2019, non-underlying costs were £62k and related to onerous lease provisions for an office in the UK, and
the associated accelerated depreciation of the Right of Use asset.
13. INTANGIBLE ASSETS
Cost
At 1 January 2019
Additions
Currency adjustments
At 31 December 2019
Additions
Currency adjustments
At 31 December 2020
Amortisation
At 1 January 2019
Charge for the year
Currency adjustments
At 31 December 2019
Charge for the year
Currency adjustments
At 31 December 2020
Net book value
At 31 December 2019
At 31 December 2020
Software
Intellectual
property
Developme
nt costs
-
68
-
68
26
94
-
5
-
5
14
-
19
63
75
146
-
(4)
142
3
(5)
140
76
19
(2)
93
19
(4)
108
49
32
723
331
-
1,054
558
-
1,612
224
296
-
520
392
-
912
534
700
Total
869
399
(4)
1,264
587
(5)
1,846
300
320
(2)
618
425
(4)
1,039
646
807
Intellectual property comprises domain name, trademarks and patents and are generally amortised over 15
years, which is the protected life of the asset. Development costs are amortised over 3 years. Software is
amortised over 5 years.
59
60
14. LEASES
15. PROPERTY, PLANT AND EQUIPMENT
At 31 December 2020 and 31 December 2019, all of the right of use assets relate to office property leases. The
Group has no other material leases or leases for low-value assets.
A reconciliation is provided below.
Right of use assets
At 1 January
Additions
Disposals
Accumulated depreciation on disposals
Release of onerous provision
Depreciation
Impairment
At 31 December
2020
220
2,028
(270)
270
40
(365)
(81)
1,842
2019
545
-
-
-
-
(296)
(29)
220
The impairment charge of £81k
Australia, which are expected
to be heavily under-utilised or vacant until the expiry of the related lease in September 2021. The impairment
ote-down the
right-of-use asset as at 31 December 2019. The interest rate used to discount lease liabilities is 4% (2019: 8%).
Interest on lease liabilities of £56k was recorded in Net Finance Costs during the year (2019: £40k). The cash
282k (2019: £296k).
Lease liabilities
Within one year
Within 1 to 5 years
More than 5 years
2020
263
1,845
-
2,108
2019
219
96
-
315
Cost
At 1 January 2019
Additions
Disposals
Currency adjustments
At 31 December 2019
Additions
Disposals
Currency adjustments
At 31 December 2020
Depreciation
At 1 January 2019
Charge for the year
Disposals
Currency adjustments
At 31 December 2019
Charge for the year
Disposals
Currency adjustments
At 31 December 2020
Net book value
At 31 December 2019
At 31 December 2020
Equipment
Vehicles
Building
improveme
nts
780
65
-
(16)
829
346
(452)
(21)
702
603
112
-
(14)
701
118
(452)
(19)
348
128
354
42
-
(19)
-
23
-
-
-
23
22
10
(11)
-
21
2
-
-
23
2
-
52
5
-
(1)
56
22
(53)
(2)
23
31
14
-
(2)
43
13
(53)
(1)
2
13
21
Total
874
70
(19)
(17)
908
368
(505)
(23)
748
656
136
(11)
(16)
765
133
(505)
(20)
373
143
375
Depreciation rates of property, plant and equipment vary from 20% - 33% per year on a reducing balance basis
and 3
8 years on a straight line basis, depending on the nature of the asset.
16. TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments
Other receivables
Trade and other receivables
2020
754
664
397
1,815
2019
760
384
209
1,353
Trade receivables are presented net of allowances for doubtful debts of £269k (2019 £139k). Trade receivables
are individually considered for impairment based on their aging profile and any other information that is
pertinent to their collectability and that is known at the time. The level of impairment provision applied to each
receivable varies depending on likelihood of collection or partial collection of the debt. The allowance for
doubtful debts also includes a provision for expected credit losses within the remaining trade receivables,
based on historical trends and any other known factors.
Trade receivables are classified as financial assets and there is no difference between their carrying value and
their fair value. Whilst trade receivables represent the most significant credit risk to the Group, there is no
significant concentration of risk. Credit risk is limited by our credit checking processes and the fact that our
software is often mission-critical for our customers. The ageing of trade receivables that are past due but not
impaired is as follows:
Past due 1-30 days
Past due 31-60 days
Past due 61+ days
61
62
2020
2019
70
9
134
272
148
127
17. TRADE AND OTHER PAYABLES AND DEFERRED REVENUE
Trade payables
Accruals
Other payables
Trade and other payables
2020
446
1,609
559
2,614
2019
209
1,791
265
2,265
The expected recognition of deferred revenue as revenue in the income statement will be in the following
financial years:
Year ending 31 December 2020
Year ending 31 December 2021
Year ending 31 December 2022
On or after 1 January 2023
Deferred revenue
2020
-
4,608
58
-
4,666
2019
4,233
200
-
-
4,433
£4,608k (2019: £4,233k) of deferred revenue is recorded as a current liability. £58k (2019: £200k) is recorded as
a non-current liability.
18. LOANS AND BORROWINGS
In September 2020, the Company agreed a £2million 3-year multi-currency revolving credit facility with Silicon
Valley Bank. No amounts were outstanding under this loan facility at the year-end (2019: £nil).
The principal terms of the loan are:
Interest accrues at LIBOR plus a margin of between 3.25% and 3.75%, depending on certain liquidity
ratios;
A commitment fee of 35% of the applicable margin is payable in respect of any undrawn amounts;
and
Security is provided in the form of charges over a
the UK, USA and Australia.
The facility contains two main financial covenants:
Quarterly recurring revenue, measured at fixed exchange rates, must exceed certain levels over the
duration of the facility. The minimum level is £2,939,000 for the three months ended 30 September
2020 and increase to £3,888,000 for the three months ending 30 June 2023.
The Liquidity Coverage Ratio, which is defined as (Cash + 60% of gross trade receivables) divided by
(total loans utilised), must exceed 1.5.
19. DEFERRED TAX
At 1 January 2019
Recognised in income statement
Recognised in other comprehensive
income
At 31 December 2019
Recognised in income statement
Recognised in other comprehensive
income
At 31 December 2020
Intangible
assets
Other
Total
-
-
-
-
-
-
-
(6)
6
-
-
-
-
-
(6)
6
-
-
-
-
-
Deferred tax assets of £3,466k (2019: £3,323k) have not been recognised in respect of unrelieved tax losses
because of uncertainty over the timing of their recoverability. The tax losses have no expiry date.
20. SHARE CAPITAL AND RESERVES
The Company has one class of ordinary share with a nominal value of £0.0015 which carries no right to fixed
income. The Company does not have an authorised share capital. At 31 December 2020, 49,425,572 (2019:
48,400,000) shares were in issue and fully paid with a nominal value of £74,138.36 (2019: £72,600.00). 1,025,572
shares were issued in the year (2019: 386).
The Share Premium Account is the difference between the amount paid for ordinary shares issued in the
Company and the nominal value of those shares less costs of issue.
The Demerger Reserve represents the cumulative quasi-equity funding contributed by the former parent
company, Reckon Limited, up to the point of de-merger.
21. CONSOLIDATION AND SUBSIDIARIES
GetBusy plc directly owns 100% of the share capital of the following subsidiaries, which together form the
Group and which all develop and sell document management and task management software enabling over
67,000 professional paying users around the world to digitise their operations and be productive while working
in the office or remotely.
Subsidiary
GetBusy UK Limited
Country of incorporation
United Kingdom
GetBusy USA Corporation
United States of America
Registered address
Suite 8, The Works, 20 West
Street, Unity Campus, Cambridge,
CB22 3FT
600 N. Shepherd, Suite 305,
Houston, Texas 77007
Level 5, 79 Commonwealth
Street, Surry Hills, NSW 2010,
Australia
Ground Floor, ITC Building, 9 City
Road, Auckland, New Zealand
Upfront fees of £94k were incurred to establish the loan facility and are being amortised to the income
statement over the 3-year life of the facility.
GetBusy Australia Pty Limited
Australia
GetBusy New Zealand Pty
Limited
New Zealand
63
64
22. FOREIGN CURRENCIES
The following significant exchange rates were used in preparing these financial statements:
24. RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES
CONSTANT CURRENCY
a KPI is shown assuming the current year exchange rate is used to translate both the current year and prior
year figures. The table below reconciles the constant currency figures to those reported.
US Dollar
Australian Dollar
New Zealand Dollar
2020
average
rate
1.286
1.858
1.969
2020
balance
sheet rate
1.362
1.769
1.886
2019
average
rate
1.278
1.835
1.932
2019
balance
sheet rate
1.312
1.873
1.950
The Group has limited exposure to transactional currency risk because the individual subsidiaries mainly trade
predominantly in their own functional currency. However currency exposure can arise on some intercompany
transactions and balances; this is managed where possible by swift settlement of balances. Currency
exposure at 31 December 2020 and 31 December 2019 was not material and so no sensitivity analysis is
presented.
23. RELATED PARTY TRANSACTIONS
GetBusy plc is the ultimate controlling party of the Group. Transactions between the Company and its
subsidiaries have been eliminated on consolidation.
Key management remuneration, which includes directors, was as follows. In 2019 key management also
included certain members of the executive team, but a review of the individual roles and structure of the
business in 2020 led to the determination that in 2020 only the directors met the definition of key management
in IAS24.
2020
Directors
Other key management personnel
2019
Directors
Other key management personnel
Salary
Pension
Bonus
Total
583
-
583
557
288
845
12
-
12
12
17
29
138
-
138
50
36
86
733
-
733
619
341
960
In 2020, share option costs of £312k (2019: £193k) were recorded relating to directors and £nil (2019: £74k)
relating to other key management personnel.
Information on the highest paid director can be found in the Remuneration Report on pages 33 to 36.
During the year, the Group purchased £30k (2019: £30k) of services from Reckon Limited, which is a related
party by virtue of having common directors. The entire amount related to commissions for referred sales. £nil
was owed to Reckon Limited at 31 December 2020 (2019: £nil).
65
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COMPANY BALANCE SHEET
Fixed asset investments
Investments in subsidiaries
Intangible assets
Current assets
Trade and other receivables
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium account
Retained earnings
2020
2019
Note
C4
C7
C5
C6
C8
C8
1,482
62
1,544
2,361
1,185
3,546
5,090
(1,567)
(1,567)
(1,567)
1,068
63
1,131
1,243
757
2,000
3,131
(514)
(514)
(514)
3,523
2,617
74
3,018
431
3,523
73
2,756
(212)
2,617
As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the parent
profit for the period was £229k (2019: loss of
£330k). The accompanying notes form part of the financial statements.
These financial statements were approved by the Board of Directors on 2 March 2021 and were signed on its
behalf by:
Daniel Rabie
Paul Haworth
Chief Executive Officer
Chief Financial Officer
COMPANY STATEMENT OF CHANGES IN EQUITY
At 1 January 2019
Loss for the period
Issue of shares, net of issue costs
Share based payments
At 31 December 2019
Profit for the period
Issue of shares, net of issue costs
Share option costs
At 31 December 2020
Share
capital
Share
premium
account
Retained
earnings
73
-
-
-
73
-
1
-
74
2,756
-
-
-
2,756
-
262
-
3,018
(168)
(330)
-
286
(212)
229
-
414
431
Total
2,661
(330)
-
286
2,617
229
263
414
3,523
NOTES TO THE COMPANY FINANCIAL STATEMENTS
C1.
COMPANY INFORMATION
GetBusy plc is a public limited company incorporated in England on 21 June 2017. Its principal activity is that
of a holding company for a group of software companies. Its registered office is Suite 8, The Works, 20
West Street, Unity Campus, Cambridge, CB22 3FT.
C2. BASIS OF PREPARATION
These company financial statements have been prepared in accordance with Financial Reporting Standard
102
esented in Pounds Sterling.
There are no material accounting policies for which additional specific narrative adds to the boilerplate
material; if
The Company has taken advantage of the exemption from preparing a statement of cash flows, on the basis
that it is a qualifying entity and the consolidated statement of cash flows, included in these financial
C3. CRITICAL ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of FRS102, the Directors have made the following significant judgements:
In assessing the carrying value of investments in subsidiaries, the directors have made a judgement about
the long-term cash generating potential of the material subsidiaries. This assessment takes into account the
strategy of the business, approved budgets.
expectations, there may be an impairment in the carrying value of the investments.
FRS102 requires the use of statistical models to determine the fair value of share options granted to
employees. The nature of the options we have granted means a Monte Carlo model has been used by a
third-party firm to estimate the fair value. This model makes use of various assumptions, the most significant
of which are listed in note 9 to the consolidated financial statements, where a full description of share-based
payment arrangements is contained.
C4.
INVESTMENTS IN SUBSIDIARIES
At 1 January
Share-based payments
At 31 December
2020
1,068
414
1,482
2019
782
286
1,068
Investments are initially stated at cost. In accordance with section 26 of FRS102, the cost of investment is
of subsidiaries is contained in note 21 of the consolidated financial statements.
C5.
TRADE AND OTHER RECEIVABLES
Amounts owed by other group companies
Prepayments
Other receivables
Trade and other receivables
2020
2,161
191
9
2,361
2019
1,219
12
12
1,243
67
68
C6.
TRADE AND OTHER PAYABLES
Amounts owed to other group companies
Trade payables
Accruals
Other payables
Trade and other payables
C7.
INTANGIBLE ASSETS
Cost
At 1 January 2019
Additions
At 31 December 2019
Additions
At 31 December 2020
Amortisation
At 1 January 2019
Charge for the year
At 31 December 2019
Charge for the year
At 31 December 2020
Net book value
At 31 December 2019
At 31 December 2020
2020
2019
955
43
569
-
1,567
-
2
512
-
514
Software
Total
-
68
68
12
80
-
5
5
13
18
63
62
-
68
68
12
80
-
5
5
13
18
63
62
C8.
SHARE CAPITAL AND RESERVES
The Company has one class of ordinary share with a nominal value of £0.0015 which carries no right to fixed
income. The Company does not have an authorised share capital. At 31 December 2020, 49,425,572 (2019:
48,400,000) shares were in issue and fully paid with a nominal value of £74,138.36 (2019: £72,600.00). 1,025,572
shares were issued in the year (2019: 386).
The Share Premium Account is the difference between the amount paid for ordinary shares issued in the
Company and the nominal value of those shares.
C9. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption afforded in FRS102 to not disclose transactions with
100% owned subsidiaries. Related party transactions with directors of the Company are set out in note 23 of
the Group financial statements. No costs are borne directly by the Company for staff and directors of the
Company.
69