ANNUAL REPORT & ACCOUNTS
31 DECEMBER 2021
GETBUSY PLC COMPANY #10828058
OUR MISSION IS
TO MAKE PEOPLE
PRODUCTIVE AND
HAPPY
Productive
Many professionals waste over a
quarter of their time with poorly
designed workflows. GetBusy’s
solutions improve productivity by
over 30%.
Happy
Poor communication and late
delivery are the two top reasons
why professionals lose clients. We
enable our customers to keep their
clients happy by helping them to
communicate better and delivering
their work efficiently and on time.
AT A GLANCE
Leader in productivity
software for professional
and financial services.
Over 30% of the top UK accounting and
professional services firms trust us to
manage and secure their most sensitive
data and documents.
Our 23-year history, deep expertise
and innovative culture has positioned
us as the clear leader in document
management and productivity software
for accountants, with a strengthening
foothold in the broader professional and
financial services markets.
Attractive markets with
compelling drivers.
Scalable SaaS business
model with £15.8m ARR.
Growing capabilities to
propel long term growth.
High-quality, growing
customer base.
Ambitious, motivated
team.
Our markets are substantial and resilient,
with strong demand stimulated by
compelling drivers.
We are part of businesses investment in
digital transformation programmes and
anytime, anywhere working.
Accelerating global consumer privacy
legislation is mandating businesses
to implement systems to secure and
control their data and documents.
Sophisticated cyber-attacks are driving
the need for even higher IT spend.
Over 90% high margin recurring
subscription revenue, high customer
retention rates and low levels of
customer concentration provides us with
excellent revenue and cash visibility.
We have developed highly predictable
and transactional customer acquisition
models, that together with high lifetime
values, have delivered 17.5% CAGR in our
SaaS revenues over the last five years.
These factors provide us with a stable
foundation and high levels of confidence
to invest in long term growth.
With evidenced success in document
management, we are broadening our
capabilities to solve an increasing
number of productivity challenges for
our existing customers and within new
markets.
Our outstanding team of software
architects, developers, designers and
integration engineers drive our product
innovation, complemented by carefully
selected acquisitions of high-potential
early stage products.
Over 70,000 professionals interact with
over 1 million clients around the world
using our products.
Our deep integrations into other mission-
critical applications lead to our software
forming part of our customers’ digital
infrastructure, creating high barriers
to entry, driving low churn rates and
leading to high lifetime values.
Our high gross margins lead to strong
cash generation as our products scale.
We have a clear ambition to double our
revenues within five years. Our talented,
experienced and motivated team
comprises diverse backgrounds coupled
with shared values, a common vision and
a focus on our mission to make people
productive and happy.
The strong growth outlook and high
visibility of the business, along with an
experienced management team, position
GetBusy effectively as it moves towards
the next stage of its growth journey.
£15.8m
ARR
93%
RECURRING
REVENUE
16%
ARR GROWTH
99.8%
NET REVENUE
RETENTION
>70,000
PAYING USERS
136
ROCKSTAR
STAFF
3
4
OUR PEOPLE, CULTURE AND VALUES
‘‘
In 2021, the landscape shifted for making a
company a great place to work.
We broke new ground, re-writing the rules for
people engagement, and by placing our values at
the heart of everything we do, we thrived.
Gael - Chief People & Culture Officer
Purpose.
Alignment.
We work hard to understand
what motivates our people in life
and how we can help them to
achieve their personal goals. This
might be through flexible working
arrangements, training and
development or opportunities in
other parts of the business. We
also ensure the bigger picture –
our mission and strategic goals
– is communicated regularly in all
areas of the business.
Clear business and personal
goals, agreed performance
indicators and cohesive
group and individual reward
programmes create a team
that is pulling in the same
direction. Regular open-forum
sessions with the leadership
teams provide all staff with
the opportunity to hear
developments in other parts of
the business.
Mastery.
Autonomy.
Talented people are always
honing their craft. We foster
a culture of continuous
improvement and make
significant investments in the
professional development of
our people as well as providing
challenging projects for staff
to stretch themselves and
accomplish new things. We look
for people with the right mindset
to constantly learn.
Given clear purpose, aligned
goals and mastery of the subject
matter, we trust our people with
the freedom to control how they
work, encouraging creative, agile
thinking to simplify problems
and processes and to spark
the innovation that defines our
culture.
Our people enable everything
we do.
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 of highly
talented, aligned and
motivated people. Our
shared values are carefully
defined (see right), embedded
throughout the business and
routinely guide our decisions.
Throughout the Group, we
adopt a simple management
framework to empower our
people to do their best work.
The four components of
Purpose, Alignment, Mastery
and Autonomy combine to
foster a high performing,
creative environment that
leads to people being
motivated and fulfilled in their
roles.
‘‘
Re-branding
the website
was the most
interesting
project I’ve
worked on. I’m
very fortunate
to use skills from my university
degree but have also been
supported and trained in other
areas that interest me.
Sophie - Marketing Manager
‘‘
The wealth of
talent we have
in the team is
amazing. We
have experts
in so many
different areas.
Anytime you’ve got a question,
there’s someone that’s able and
willing to help.
Matt - Senior Developer
‘‘
I feel very
proud to work
for GetBusy. I
feel it’s the kind
of company
that you can
grow with.
Ros - Accounts Payable Specialist
5
6
Every customer
experience must
include a smile
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.
Show grit and make it
happen
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.
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.
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.
AT A GLANCE
The working world is becoming more complex: there is a growing
requirement for digital mobility and interoperability within strict
legislative and compliance frameworks whilst balancing the need
to protect against emerging cyber threats. Growing businesses
need GetBusy’s specialist productivity software solutions to
enable them to work securely and efficiently with their customers,
suppliers and teams anytime, anywhere.
Our software suite includes a range of tools and end-to-end
workflows such as digital asset and document management,
tailored templates, quotes/proposal development, form-fill,
authentication, e-signatures and approvals, workflow and task
management, chat, and complex digital certification.
These solutions can be delivered flexibly across cloud, mobile,
hosted and on-premise platforms, whilst integrating seamlessly
with a wide variety of other class-leading core business systems,
such as ERP, accounting, tax, policy management and insolvency
practice management systems.
With over 70,000 paying users across multiple market sectors and
jurisdictions, GetBusy is an established and fast-growing SaaS
business delivering sustained double-digit growth in high-quality
recurring subscription revenue over the long term.
‘‘
GetBusy allows me to organise my
workflow more efficiently and makes
sure things are done and not forgotten
Nicolas - Trust Administrator - Avenue Trust
7
8
CHAIRMAN’S WELCOME
2021 has been a year of considerable financial and strategic progress,
with accelerating ARR, strong cash generation and a marked broadening
of our capabilities.
The Group has transitioned from being a provider of document
management software for accountants to a provider of productivity
software for professional and financial services firms. Through continued
investment in the expansion of our capabilities and product range, we
have enlarged our addressable market and started to generate early
traction in those new markets; our future reporting will reflect this.
‘‘
GetBusy enters 2022 in excellent shape, well-
positioned for an acceleration of growth.
Dr Miles Jakeman AM - Chairman
We are proud that our products equip our customers to move away from
paper-based processes, reducing waste and eradicating the carbon
associated with transporting, storing and destroying paper records.
We strive to ensure our own operations are as benign as possible for
the environment, including adopting
repurposed industrial buildings for
our main offices. As a cloud software
business, we are excited to be working
with Amazon Web Services and their
new toolset to monitor and reduce the
carbon footprint of our services, and we look forward to transitioning to
fully renewable energy for our cloud services by 2025.
I would like to take the opportunity to thank each member of our
excellent teams in Cambridge, Houston and Sydney. Through another
year of global turmoil and personal challenges, you have supported
each other, shown grit and professionalism and delivered an excellent
set of results. Because of you, the business has never been in better
shape, with strong foundations and greater opportunity than ever for
substantial long-term growth. On behalf of the Board, thank you.
Looking ahead, the Group remains committed to investment to generate
substantial long term value through sustained double-digit growth in
high-quality recurring subscription revenue. Our broadening capabilities
address high-value challenges in attractive markets driven by favourable
tailwinds. We are confident we have the right strategy and management
team to deliver considerable long-term growth.
GetBusy enters 2022 in excellent shape, well-positioned for an
acceleration of recurring revenue growth. The foundations from which
to scale the business are in place and the Group’s growing capabilities
provide more opportunity than ever to capture an increasing share of
very attractive markets. The opportunity is considerable.
16
14
12
10
8
6
4
2
0
2017
2018
Group revenue
£15.4m
2019
2020
2021
16
14
12
10
8
6
4
2
0
2017
2018
Annualised MRR
100%
98%
96%
94%
92%
90%
88%
86%
84%
82%
80%
75,000
70,000
65,000
60,000
55,000
50,000
£15.8m
2019
2020
2021
73,352
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
Recurring revenue as % of total
Paying users
2017
2018
2019
2020
2021
£240
£220
£200
£180
£160
£140
£120
£100
2017
2018
2019
2020
2021
-
(0.2)
(0.4)
(0.6)
(0.8)
(1.0)
(1.2)
(1.4)
ARPU
Adjusted Loss before Tax
(1.2)
£2.7m
2017
2018
2019
2020
2021
£(0.5)m
-
(0.2)
(0.4)
(0.6)
(0.8)
(1.0)
(1.2)
3.0
2.5
2.0
1.5
1.0
0.5
-
Adjusted EBITDA
Net Cash
2017
2018
2019
2020
2021
9
10
OUR CAPABILITIES
Our capabilities and key integration partnerships are categorised
according to where they sit in three areas of our clients’
workflows: initiating work, managing work and completing work.
Together with our core capabilities, which have been part of our
offering for a number of years, we have an increasing range of
newly acquired or newly built technologies that offer expansion
opportunities within the existing customer base or openings into
new markets. Additionally, we have identified a number of areas
of future capability enhancement, adding further to our growth
opportunity, such as client onboarding workflows, which have
applications across broad markets.
INITIATE
WORK
MANAGE
WORK
COMPLETE
WORK
Conflict checking
Support desks
Project management
Practice and case management
Accounting and bookkeeping
CRM
Tax compliance
ERP
HR / payroll
Chat
Task management
Payments and cash collection
Billing
Document capture
E-mail routing
Document management
Document search
Document creation and
templates
Secure sharing
Client portals
E-signature
Document archive and storage
Document retention
Auto-destruction
Audit trails
Appointment booking
Proposals and quotes
Request lists
Information gathering
Integrations
Digital asset management
Digital Vaulting
AML / KYC
Client onboarding
Data capture / auto-population
Time recording
Wiki / intranet
Client feedback management
Client relationship intelligence
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11
12
We free-up our clients’ time, protect their reputation and
improve their bottom line.
Client-facing professionals want to spend as much time as
possible serving their clients rather than dealing with admin.
Organisations want their relationships with and between
customers, suppliers and staff to be enhanced, rather than
frustrated, by the systems they use. Employers want their staff
to enjoy their work and feel engaged rather than bogged down
by unwieldy processes and archaic applications. And in an
increasingly dangerous world, everyone wants to know their data
is protected.
GetBusy’s SaaS applications streamline complex workflows
for over 70,000 fee-earning professionals, financial services
businesses and ERP-enabled enterprises, equipping people
to work efficiently and securely from anywhere. Our market-
leading products automate and secure how organisations
initiate, manage and complete work, simplifying cumbersome
compliance processes and creating straightforward,
differentiated ways to interact with customers, suppliers and
staff.
With evidenced success in document management, we are
broadening our capabilities to solve an increasing number of
productivity challenges for our existing customers and within
new markets.
Cloud
Private cloud
Hosted
On-premise
In-ERP
OUR SOLUTIONS
‘‘
SmartVault makes my life so much easier. My files
are at my fingertips at all times, and when my
clients need a file, it’s so easy to share them!
Dawn Brolin - Powerful Accounting
Appointment
booking
Conflict
check
Proposal /
quote
Engage and
contract
AML / KYC /
onboarding
Information
requests
Tax
computation
Professional tax accountants.
See how our products streamline core client workflows, in this
example of a typical year in the life of tax accountant.
Time
recording
Submission
to authorities
Approval and
signature
Queries /
more info
Send to
client
Populate
tax return
form
Queries /
more info
Asset financing.
3rd party platform software
Our software - currently
revenue generating
Our software - future
revenue contribution
Roadmap opportunities -
organic or bolt-on
Billing
Payment
Archive copy
to client
Doc
retention
policies
Customer
feedback
Relationship
intelligence
File roll-
forward
Certified Vault creates a simple digital documentation process
for digital collateral and chattel paper in secured asset finance
transactions.
Businesses.
GetBusy simplifies complex workflows, bringing easy automation to
business processes and enabling effective collaboration with staff,
customers and suppliers.
‘‘
GetBusy has slotted in perfectly alongside NetSuite
and given us everything we need to look after our
customers. It allows us to pull data from anywhere,
tie it together, make staff accountable, and feeds
that data back to the customers.
Richard Totman - Fenetti Outdoor Living
‘‘
Being able to basically ‘google for a document’ is
amazing – efficiency, pure and simple. I love it, and
my team love it.
Dan Heelan - Heelan Associates
Lending
bank
Secured
credit
Borrower
Certified
Vault
Automated document
execution and custody of
digital collateral
13
14
OUR COMPETITIVE EDGE
Focus on high value markets.
We have deep cumulative knowledge and experience of the
requirements of our chosen markets, enabling us to create highly
relevant and valuable solutions for those markets.
First class, human customer service.
We empower our people to do everything they can to make
our customers productive and happy, leading to 99%+ customer
satisfaction scores.
Deep integrations.
Our products integrate deeply into a wide variety of mission-critical
software, such as practice management, ERP, tax and accounting
applications, helping our customers to build best-of-breed technology
stacks to power their business.
Strong partnerships.
Working in partnership with other leading software providers, such as
Intuit, Turnkey IPS and NetSuite, helps us to build stronger, exclusive
integrations that deliver an outstanding user experience and sticky
customers.
Continuous development.
Agile methodologies and rapid product iteration enable us to
release feature improvements, performance enhancements and
new capabilities at least monthly, ensuring customers receive ever-
increasing value from our products.
Culture of innovation.
By staying close to our customers, we’re able to identify new
challenges for our product teams to solve, encouraging our brilliant
teams to innovate and create novel solutions that broaden our
offering.
20+
YEARS IN
PRODUCTIVITY SOFTWARE
‘‘ We had a lot of client data which
SmartVault’s migration team took care
of for us. They are brilliant. It makes our
clients feel that we are offering them
the most secure services for them
Mel Storer - BKPS Chartered Management Accountants
114
PRODUCT
RELEASES IN
2021
PAGE 5
READ
ABOUT OUR
UNIQUE
CULTURE
15
16
OUR MARKETS
Four powerful drivers create increasing demand for our products across the world.
Digital transformation.
Legislation.
Many professional and financial services firms are
facing squeezed margins as a result of increasing
compliance burdens. Operational efficiency is
a key lever to maintain profitability as the costs
of poor manual processes can be substantial:
for example, we estimate in excess of £50,000
of revenue can be lost annually per employee
in a large accounting firm from disorganised
document management, approval and signature
processes.
These challenges drive demand for innovative,
integrated software applications to simplify
and speed-up complex admin tasks, improving
scalability, transparency, security and staff
satisfaction and ultimately freeing up fee-earners
to spend more time on client-facing work.
Across the globe there is a relentless proliferation
of privacy legislation, demanding that businesses
have full control of the data they hold, that it is
secured, that only authorised people can access
it, that it is fully auditable and that it can be
destroyed when required by statute.
The EU pioneered implementation of strong
consumer privacy laws with GDPR. Waves of
similar legislation are currently being introduced
in the United States, state by state, with increasing
demands on organisations to structure and
secure their data. We expect a sustained surge
in demand for software applications that help
businesses to solve these challenges.
Cyber security.
Mobility.
According to Deloitte, the proportion of revenue
that businesses spend on cyber security has
increased to 0.5% from 0.3% since 2019. Globally,
spend on data security increased by 17.5%.
These trends reflect the combined impact of
the significant increase in sophistication of
perpetrators and the increasing reliance of
businesses on the integrity and availability of their
data.
The right software stack, ideally one equipped
with designed-in bank-level security, contributes
significantly to reducing risk, ultimately saving
money and preserving reputations.
The covid-19 pandemic accelerated the pre-
existing trend of hybrid office-plus-anywhere
working. It has been widely reported that the
crisis vindicated concerted investment in digital
technologies at professional firms, who were then
able to adapt quickly to changes in their own
operations as well as changes to the way their
clients needed to consume services.
There remain entire digital infrastructures that
require upgrading to support “from anywhere”
information security, availability and integrity.
UK FINANCIAL
SERVICES
>£200 MILLION
ARR OPPORTUNITY
UK ACCOUNTING
£90 MILLION ARR
OPPORTUNITY
£8 MILLION
CURRENT ARR
ALL ERP
>> $1 BILLION ARR
OPPORTUNITY
“INNOVATOR” CLOUD ERP
> $500 MILLION ARR
OPPORTUNITY
NETSUITE ERP CUSTOMERS
$250 MILLION ARR
OPPORTUNITY
Core markets.
Our core markets are the professional and financial services
industries, and ERP-enabled enterprises in the US, UK and
Australia and New Zealand. Collectively those markets are
substantial and resilient, with strong demand stimulated by
compelling drivers. They provide a significant opportunity for
sustained long-term growth in high quality recurring subscription
revenue from GetBusy’s growing range of productivity
applications.
US MID-MARKET
FINANCIAL
SERVICES
> $3 BILLION ARR
OPPORTUNITY
US ACCOUNTING &
BOOKKEEPING
> $800 MILLION ARR
OPPORTUNITY
INTUIT TAX USERS
> $50 MILLION ARR
OPPORTUNITY
$10 MILLION
CURRENT ARR
17
18
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 growing range of productivity software
applications. Over the long-term, recurring subscription software revenues can contribute to very high
quality of earnings and substantial cash generation potential.
Delivers accelerating
recurring revenue from
highly operationally
geared business model.
Multi-billion pound
TAM in core
professional and
financial services
New customers and markets.
Expansion.
Growth over the longer term will be driven by an
increase in the volume of new business in our core
markets and opening new markets through our
current and future capabilities.
The Group is already the market leader in
document management for accountants and
has demonstrated success in expanding into
the broader professional and financial services
industries. Further expansion will come from the
digital asset management market and ERP-enabled
enterprises.
Longer term growth in new business will be
underpinned by sustained and targeted investment
in new products and adapting existing capabilities
for attractive new markets.
With access to a growing base of over 70,000
paying users, there is a substantial opportunity to
upsell additional, relevant capability to existing
customers. Given our substantial expertise and
experience within document management, many
customers look to us to address a broader set of
challenges within their workflows. In parts of our
business, up to 50% of revenue growth come from
expansion.
Our expansion opportunities will come from a
combination of in-house developed products and
acquired capabilities. We will continue to invest in
the development of our existing products to create
value-enhancing features that can be sold as add-
ons, as well as appraising a variety of third party
technologies for potential acquisition.
Monetisation.
Retention.
Monetisation refers to the effective packaging and
pricing of our products.
There is an opportunity to reduce the gap between
the average price charged to existing customers
and new customers, which in some cases is
substantial.
Narrowing this gap will involve the introduction of
new price plans and feature packages, ultimately
improving average revenue per user (ARPU) across
the base, ensuring it reflects the value being
derived by customers.
Achieving leading customer retention rates starts
with addressing markets for which software,
once deployed, is inherently sticky. Retention
rates are improved further by ensuring we have
deep integrations with a wide variety of other
core applications and by ongoing development
so our products operate flawlessly and deliver a
continuously improving user experience.
To sustain and improve customer retention levels,
we will continue to invest in product development
and our customer-facing support functions.
Sustained
investment
increases to
drive future
growth
Scalable, inbound
customer acquisition
model through
educational content
for professionals,
leveraging our
trusted brands.
>
>
Strong
operational
leverage
>
True SaaS
Productivity
software for
professionals
>
Sticky and
expandable
customers
Scalable
customer
acquisition
>
>
>
Opportunity for
substantial ARPU
increases driven by
monetisation and
expansion
Strong customer retention,
with 99.8% net revenue
retention
Predictable return
on customer
acquisition
investment, with
LTV:CAC ratio
typically 4:1
19
20
CEO’S REVIEW
Introduction
The Group delivered a strong
financial performance in
2021 coupled with substantial
strategic progress, including
expansion into the asset finance
market with a new product,
three technology acquisitions
to broaden our capabilities
and a significantly expanded
opportunity. Demand from
new customers was buoyant
across our target markets
and customer retention was
high, resulting in double-digit
revenue growth, cash materially
ahead of expectations and
16% growth in ARR, providing
improved visibility.
Nearly five years on from our
IPO, the Group has doubled
in size. We have never had a
compliance frameworks and
at the same time balancing
the need to protect against
emerging cyber threats.
Growing businesses need
GetBusy’s specialist productivity
software solutions to enable
them to work securely and
efficiently with their customers,
suppliers and teams anytime,
anywhere.
Our software suite now includes
a range of tools and end-to-end
workflows such as digital asset
and document management,
tailored templates, quotes/
proposal development, form-
fill, authentication, e-signatures
and approvals, workflow and
task management, chat, and
complex digital certification.
These solutions can be
‘‘
The strong ARR momentum from 2021 gives us
growing confidence to continue to invest in our
business and deliver high growth in revenues in
2022 and beyond.
Daniel Rabie - CEO
firmer foundation from which to
embark upon our ambition to
at least double again within the
next five years.
Current trading and outlook
During 2021 the Group
continued to expand its product
portfolio, both through internal
development and acquisition, to
capture the substantial market
opportunity available. As the
working world becomes more
complex there is a growing
requirement for organisations
to adopt digital mobility and
interoperability whilst operating
within strict legislative and
delivered flexibly across cloud,
mobile, hosted and on-premise
platforms, whilst integrating
seamlessly with a wide variety
of other class-leading core
business systems, such as
ERP, accounting, tax, policy
management and insolvency
practice management systems.
As a result, we enter 2022
with product capabilities
which substantially improve
our position to deliver on
our overarching strategic
objective: to create value by
generating long-term growth
in high-quality, predictable
recurring subscription revenue
Market opportunity
providers.
Our evolution in 2021 from
being a provider of document
management software for
accountants to a provider
of productivity software for
professional and financial
services firms is a very
important shift for GetBusy.
Through our sustained
investment in product
development, and carefully
selected technology
acquisitions, our capabilities
have broadened to address
more of the productivity
challenges faced by
professionals as they initiate,
manage and complete work
with their colleagues and
clients. These developments,
such as automated document
requests, e-mail capture
and digital proposals, deliver
greater value to our customers,
improving security and freeing
up valuable client-facing time,
driving our ability to expand
further into our client base.
This broadening capability
set gives us the opportunity
to enlarge substantially our
target market, moving into
adjacent industries that have
analogous workflows to
accountants and to which we
can add similar value. We have
already generated momentum
within the cyclically buoyant
insolvency market and seen
early success in the asset
finance market with our new
Certified Vault product.
Based on employment
numbers within our countries
of operation, we estimate the
accounting and bookkeeping
sector presents an ARR
opportunity in excess of £750
million, while financial services
is in excess of £1 billion. We
estimate the market for Workiro
within the cloud ERP market is
in excess of £1 billion, based on
published customer numbers
from the key cloud-ERP
Our target markets share
four compelling and enduring
growth drivers.
• Digital transformation.
Operational efficiency is
a key lever to maintain
profitability in professional
and financial firms, driving
demand for innovative,
integrated software
applications to simplify and
speed-up complex admin
tasks.
• Legislation. Our software
helps businesses comply
with the global proliferation
of privacy legislation.
• Cyber security. We help
businesses secure some
of their most sensitive
and valuable data and
documents.
• Mobility and hybrid
working. We help
professionals work securely
and efficiently anytime,
anywhere.
The strong operational
performance in 2021 and our
financial position has given
us a firm foundation to invest
in order to capitalise on these
market tailwinds, propelling our
ambitions to at least double the
business within five years.
Effective execution of strategy
The highlight of 2021 was the
acceleration of our ARR growth
rate to 16%, with ARR at 31
December of £15.8m (2020:
£13.7m). This reflects effective
execution in a number of areas:
• New business and new
markets. Each of our
businesses generated more
new business than in 2020,
with overall new business
growth of 10%. Our core
accounting market was
the main driver of growth,
augmented by significant
client wins among
insolvency practitioners, a
market in which we now
have a very firm foothold.
Encouragingly, we have
also gained initial traction
in the asset finance and
ERP markets – both of
which represent similar
growth opportunities to the
accounting market.
• Customer retention. Our
ongoing commitment
to investing in the user
experience and capabilities
of our products is aimed
at keeping customers
engaged and with us longer,
leading to consistently
high retention rates – our
gross revenue churn rate
averaged 1.0% across the
Group (2020: 0.9%) – and
attractive customer lifetime
values.
• Monetisation. The effective
pricing and packaging of
our products will contribute
towards us narrowing the
gap between new customer
pricing and the average
price paid across the base.
In 2021 our monetisation
programmes delivered
at the top end of our
expectations.
• Expansion. Upselling
additional capabilities
into our customer base
has been proven in the
Group and will be an
important part of our future
growth. These capabilities,
developed in-house or
acquired, also help us to
open new markets.
The growth opportunity
available to us is substantial.
Our focus remains the effective
execution of all four of these
revenue growth drivers.
through our growing range
of productivity software
applications.
The strong ARR momentum
from 2021 has carried on into
the start of 2022 and provides
the platform for us to deliver
further significant revenue
growth in the current financial
year. We are increasingly
confident that our solutions
are solving key challenges for
our clients and that our wider
global market opportunity is
growing, underpinned by a
number of long-term drivers.
This, together with the planned
launch of new solutions into
both existing and new markets
in the year ahead, gives us
growing confidence to continue
to invest in our business and
deliver high growth in revenues
in FY22 and beyond.
Business review
GetBusy is a leader in
productivity software for
professional and financial
services, used and valued by
over 30% of the UK’s largest
professional firms. These
attractive markets benefit from
compelling growth drivers
on which we can capitalise
over the long term with our
growing capabilities, talented
and ambitious team and our
scalable, predictable SaaS
business model. SaaS models
produce reliable recurring
revenue streams and upfront
cash that provide outstanding
visibility to invest for growth with
confidence. The very attractive
gross margins lead to highly
cash generative and profitable
businesses as scale is achieved.
21
22
FINANCIAL REVIEW
GROUP
2021
2020
Change
Reported
currency
Constant
currency
ARR at 31 December
£15,828k
£13,680k
Recurring revenue
Total revenue
Adjusted EBITDA
£14,343k
£13,017k
£15,448k
£14,179k
£(510)k
£(369)k
Adjusted profit / (loss)
£(1,222)k
£(927)k
Paying users at 31 December
ARPU at 31 December
Net revenue retention
73,352
£216
99.8%
67,343
£203
99.6%
16%
10%
9%
9%
6%
16%
13%
11%
(38)%
(32)%
n/a
6%
n/a
Revenue
capabilities.
ARR grew by 16% to £15.8m
(2020: £13.7m), driven by new
business and the favourable
impact of our monetisation
strategy.
Annual contract value (“ACV”)
from new business was £2.4m,
up 10% compared to 2020;
each of the Group’s businesses
reported growth in new ACV,
with particular strength in
SmartVault. This reflects
the ongoing demand for our
productivity solutions and the
enduring nature of the core
drivers of the professional and
financial services markets in
which the Group operates.
Net revenue retention, a
measure of the proportion of
recurring revenue retained from
month-to-month, was very
strong at 99.8% (2020: 99.6%).
Together with consistently
buoyant customer retention
rates, this is driven by our
monetisation strategy and its
favourable impact on ARPU
across the customer base
during the final quarter of
the year. We expect to see
continued ARPU improvements
from this strategy during the
course of 2022, with ARPU
gains thereafter driven by
expansion revenue from uptake
of our broadening productivity
Reported recurring revenue was
up 13% to £14.3m (2020: £13.0m),
representing 93% of total
revenue. As with ARR, recurring
revenue growth was strongest in
SmartVault at 26%, with Virtual
Cabinet achieving 4% growth.
Non-recurring revenue was
down 5% to £1.1m, reflecting
Virtual Cabinet’s revenue
model transition from upfront,
perpetual licences to higher
value recurring subscriptions,
offset by growth in SmartVault
as the user base expands.
Total revenue of £15.4m (2020:
£14.2m) was up 11% at constant
currency.
Gross margin and overheads
Gross margin of 91.6% (2020:
92.6%) reflects the growth in our
full cloud solutions, for which
we bear the ongoing platform
costs, and a greater uptake of
SmartVault’s integrated digital
signature solution, for which
there is an incremental cost of
sale. Future gross margins will
reflect the increasing proportion
of the Group’s revenue from our
cloud solutions.
Our long-term growth will be
underpinned by continued
investment to broaden our
capabilities, solving more
productivity challenges for our
Cash
Our revenue model benefits
from a high proportion of
subscriptions paid annually in
advance, with the final quarter
of the year being particularly
cash generative. Together
with the receipt of UK research
and development tax credits,
this favourable cashflow
dynamic allows us to continue
our investments in long-term
growth. Net cashflow in 2021
was strong at £0.5m (2021:
£0.4m), supported additionally
by the working capital
seasonality of our performance
incentive programmes, with
closing net cash of £2.7m
(2020: £2.3m), up 17% over the
year. Our £2million revolving
credit facility with Silicon Valley
Bank remains fully undrawn
and, together with our strong
cash balance, provides us with
considerable confidence and
cash headroom as we continue
to invest in future growth.
customers and enabling us to
move into adjacent industries,
expanding our addressable
market. An example of this
is Certified Vault, built on our
foundational SmartVault
platform, which opens the
substantial asset financing
market to the Group.
Throughout 2021 we have
continued our strategic
investments in long term
growth. Developer costs before
capitalisation increased by 6%
to £3.8m (2020: £3.6m); we are
planning further investment
in our product development
capabilities over the course
of 2022. Sales, general and
admin costs were up 10% to
£11.6m (2020: £10.5m), due to
a combination of investments
in customer acquisition, to
drive new business, customer
success, to drive net revenue
retention, and performance
incentives.
Adjusted EBITDA in 2021 was
£(0.5)m (2020: £(0.4)m) while
adjusted Loss before Tax was
£(1.2)m (2020: £(0.9)m). Statutory
loss after tax was £(1.6)m (2020:
profit of £0.4m).
23
24
FINANCIAL REVIEW
SMARTVAULT
2021
2020
Change
VIRTUAL CABINET
2021
2020
Change
Reported
currency
Constant
currency
ARR at 31 December
£7,854k
£5,835k
Recurring revenue
Total revenue
£6,439k
£5,433k
£6,818k
£5,700k
Adjusted profit / (loss)
£(1,020)k
£(1,373)k
Paying users at 31 December
28,499
23,530
ARPU at 31 December
Net revenue retention
£276
100.0%
£248
99.2%
35%
19%
20%
26%
21%
10%
33%
26%
28%
11%
n/a
SmartVault
SmartVault new business
ACV of £1.9m was up 12% on
2020 and benefited from an
increase in the average selling
price, driven by larger account
sizes. This move towards larger
accounts, and the introduction
of a minimum user number, is
part of a drive to improve our
customer acquisition efficiency
and improve customer retention
rates, since generally larger
accounts have lower churn
rates. The introduction of the
Certified Vault product, which
caters to the financial services
market, has also contributed to
the increase in average selling
price, with new ACV being
typically 4 to 5 times larger than
for a traditional SmartVault
customer. Customer acquisition
efficiency remains strong, with
an average LTV : CAC ratio of
4:1 (2020: 4:1) despite expansion
into the asset finance market.
Net revenue retention of 100.0%
was a marked improvement
on 2020 (99.2%). This reflects
the very favourable impact
from our monetisation strategy,
which launched in November
and contributed c. £0.9m in ARR.
Gross churn of 1.4% per month
(2020: 1.2%) continues to be
markedly better than is typical
in the SME space, with the slight
increase compared to 2020
being a result of the expected
impact of our monetisation
strategy on certain customer
cohorts.
Overall recurring revenue was
26% higher at £6.4m (2020:
£5.4m); the growth rate was
lower than that for ARR as
the substantial uplift from
monetisation did not impact
until the final quarter of the
year. Total revenue was £6.8m
(2020: £5.7m), up 28%, and
benefited from a higher uptake
of services and our other non-
recurring add-on products.
Gross margin of 84% (2020: 85%)
reflects the higher uptake of
our integrated digital signature
solution, for which there is a
cost of sale.
The 8% increase in overheads
to £6.8m is the result of our
investments to scale the
business, specifically in
the customer acquisition,
customer success and product
development teams, reflecting
our strategy of generating long
term growth in high quality
recurring subscription revenue.
This led to Adjusted Loss of
£(1.0)m (2020: £(1.4)m).
Reported
currency
Constant
currency
ARR at 31 December
£7,944k
£7,854k
Recurring revenue
Total revenue
£7,881k
£7,578k
£8,607k
£8,473k
Adjusted profit / (loss)
£4,370k
£3,891k
Paying users at 31 December
44,594
ARPU at 31 December
Net revenue retention
£178
99.7%
43,631
£180
99.8%
1%
4%
2%
12%
2%
(1)%
2%
4%
1%
0%
n/a
remain tightly controlled and
were 8% lower than 2020, a
product of lower bad debt
and office rent costs offset by
higher marketing spend and
inflationary staff costs.
Adjusted profit of £4.4m was
up 12% compared to 2020
and operating profit margin
improved by 4.9 percentage
points to 50.8%.
Virtual Cabinet
Recurring revenue in Virtual
Cabinet remained solid during
2021, growing at 4% at constant
currency to £7.9m (2020: £7.6m)
while ARR was 2% up at £7.9m
(2020: £7.9m), generating
very reliable and predictable
cashflow. New business
was particularly strong in the
insolvency sector, in which we
have strong integration with the
leading practice management
software. As well as the cyclical
buoyancy of that sector, there
is opportunity arising from
the decision by many larger
accounting firms to spin off
their restructuring practices
to address independence
challenges, requiring some
of the newly-created firms to
rebuild their technology stacks
from scratch. Upgrades to
existing customers, which
includes additional users, also
contributed meaningfully,
especially in H2, albeit typically
at a lower ARPU.
Non-recurring revenue, which
includes consulting and upfront
licence sales, decreased by
19% to £0.7m, a reflection of the
transition to a pure subscription
model that was started 4 years
ago. Total revenue was £8.6m
(2020: £8.5m).
Virtual Cabinet’s overheads
25
26
FINANCIAL REVIEW
WORKIRO
2021
2020
Change
Reported
currency
Total revenue
£31k
£6k
437%
Adjusted profit / (loss)
£(2,037)k
£(1,975)k
(3)%
ARR at 31 December
Paying users at 31 December
ARPU at 31 December
£66k
556
£94
£17k
182
£81
288%
205%
16%
Workiro
Workiro is the new name for
the GetBusy product. Workiro
serves the dual purpose of
opening the valuable cloud-
ERP market to the Group as
well as providing product
capabilities and expansion
revenue opportunities for our
other businesses.
During 2021 we redirected the
efforts of the team towards the
cloud ERP sector, seeking to
capitalise on our partnership
with NetSuite. The cloud
ERP space is estimated to
be growing at 17% annually,
with innovative products like
NetSuite, Sage Intacct and
Acumatica taking market share
from the traditional on-premise
ERP providers. The ERP sector
has many of the attractive
hallmarks of the accounting
practice management space
into which our document
management products are sold:
the technology is infrastructural
to the customer’s business,
customers tend not be price-
sensitive, solutions tend to
remain in place for many years
and churn rates are low.
The ecosystem around cloud
ERP providers presents us with
an interesting opportunity. Most
providers curate a suite of third
party add-on applications that
address peripheral functionality,
enhance the user experience
within the core ERP product or
tailor the product for particular
industries. These applications
are available for existing users
to purchase in app stores.
Networks of value-added
resellers and consulting firms
work with individual customers
to design, implement and
customise their technology
stack around specific ERP
systems; these resellers look for
opportunities to sell additional
capabilities into their existing
clients.
Our immediate opportunity
with NetSuite customers
comes from a combination of
working directly with NetSuite
and with the value-added
reseller network. Workiro
integrates into the primary
NetSuite interface and
provides powerful document
management, digital signature,
real-time chat and task
capabilities embedded within
the application. Documents
can be assigned to customer
or supplier records and then
sent into managed workflows
via GetBusy, for example to
obtain a signature on a new
contract with a customer or
to send an invoice from a
supplier to a quality assurance
team for review, enabling
them to attach certificates
of conformity neatly into one
thread. Whilst elements of
this functionality are available
from other applications within
NetSuite’s SuiteApp store, none
of them provides this integrated
experience and the combined
cost of those applications far
exceeds that of the single
Workiro solution.
The Workiro technology
provides benefits to the broader
Group. For example, it provides
an alternative portal for certain
customers of Virtual Cabinet
and will also form a component
of its future cloud strategy. The
core task, signature and novel
document capabilities have the
potential to add value to the
Group’s other products.
2021’s activities have been
targeted towards gaining
visibility and credibility within
the NetSuite and broader ERP
ecosystem, collecting feedback
on our solution and iterating
it accordingly. Key to this has
been establishing commercial
relationships with value-added
resellers, who typically have
dozens of installed customers,
each of which may comprise
many hundreds of users.
We are encouraged by
the progress so far , whilst
acknowledging that
uncertainties remain to
generating meaningful
traction. Our solution clearly
resonates with resellers and
their customer base, solving
real problems that impact
productivity across enterprises.
The resellers we have signed
are introducing us into their
sales processes for new
customers and into project
plans for reconfigurations
and maintenance for existing
customers. The early ERP
customers we have onboarded
are seeing clear value in the
integrated product offering and
we expect them ultimately to
reflect the high retention rates
that are typically seen across
the ERP space.
Sales cycles are typically
longer than, for example, our
transactional SmartVault
business, reflecting the
magnitude and complexity
of ERP projects for large
enterprises. To counter this,
we are adding resellers with a
variety of industry specialisms
and a breadth of client size.
Revenue of £31k (2020: £6k)
reflects the initial traction to
£66k of ARR, including £39k
from cross-selling into the
Group’s existing channels.
Costs in 2021 were largely at the
same runrate as in 2020.
Central and corporate costs
Central and corporate costs
comprise the costs of certain
centralised functions, such as
finance, people and culture,
and IT and security operations,
together with the costs of the
board and those associated
with being a public company.
The increase in corporate costs
to £2.5m (2020: £1.5m) largely
reflects the higher accrual for
performance bonuses, together
with investments in the people
and culture function to support
the recruitment, retention and
development of our global team
as we scale.
Items reconciling Adjusted
Loss with Loss before Tax
On an IFRS basis, we
have capitalised £0.7m of
development costs in 2021
(2020: £0.6m), which relates
solely to work carried out on
Virtual Cabinet and SmartVault.
Capitalised amounts in 2021
relate to, amongst other things,
the development of Certified
Vault, our RequestDocs
and Email Capture features,
integration of SmartVault with
a 3rd party billing system,
which will support expansion
and monetisation efforts within
SmartVault in the future, and
substantial user interface
improvements in Virtual
Cabinet. No costs related to
the development of Workiro
have been capitalised as there
is insufficient certainty over
the commercial viability of that
product at this stage.
The increase in depreciation on
owned assets and amortisation
is due to the impact of
continued capitalisation of
development costs and the
opening of our new offices in
Cambridge and Houston.
Share option costs remained
at £0.7m (2020: £0.7m) and
reflect both the IFRS2 charge
on the options granted and
the increase in the provision
for employment taxes due if
options are exercised.
Non-underlying costs of
27
28
FINANCIAL REVIEW
Cashflow and working capital
A number of items have
contributed to the net cash
inflow of £0.4m in 2021, which
has been achieved despite the
Adjusted Loss before Tax of
£(1.2)m and capital expenditure
of £0.3m:
• Deferred revenue increased
by £0.8m as a result of the
continued ARR growth and
the large proportion of our
new business that is paid
annually in advance;
• Trade and other payables
increased by £1.3m, largely
due to higher accruals for
performance incentives;
£0.7m was received in
the UK from research and
development tax credits in
respect of 2020.
•
Net cash at 31 December 2021
was £2.7m, an increase of £0.4m
from 31 December 2021. The
£2m revolving credit facility
has remained entirely undrawn
during the year.
£0.4m (2020: £0.1m) comprise
restructuring and redundancy
costs together with a £0.3m
provision for potential historic
sales tax liabilities in certain
jurisdictions in the US.
Other income in 2020 related
to the full forgiveness of the
Paycheck Protection Program
loan that we received in the
US (£0.4m) and the income
credit for the “RDEC” portion
of our 2017 UK research and
development tax claim. There
were no such items in 2021.
The loss before tax for the year
was £2.3m, an increase of 103%
compared to 2020, largely
a result of the one-off other
income in 2020, together with
higher non-underlying costs
and a higher adjusted loss
before tax.
Tax
The tax credit of £0.8m (2020:
credit of £1.5m) reflects the
expected UK research and
development tax credit offset
by overseas tax payable in
Australia and New Zealand. The
Group still has sizeable carried
forward tax losses in the UK and
US.
Profit / (loss) after tax
The Group recorded a loss after
tax of £1.6m (2020: profit of
£0.4m).
Certified Vault and the pivot of
Workiro towards the ERP space.
As the Group’s new capabilities
mature and become integrated
with our other applications,
we expect significantly
more cross-selling between
products in support of our
expansion strategy. The once-
distinct boundaries between
our products are becoming
increasingly blurred as our
customers buy richer feature
and solution sets. This is
reflected in the way the Group
is organised and managed
and, from January 2022, in the
information reviewed by the
Board to allocate resources and
monitor performance.
From 2022, our segmental
reporting will reflect this
revised reporting to the Board,
in accordance with IFRS8
Operating Segments. Revenue
will be reported by region, while
costs will be reported on an
aggregated basis.
Balance sheet
The £0.3m increase in intangible
assets in 2021 to £1.1m is a result
of an excess of capitalised
development costs over the
related amortisation, together
with purchased software,
including the technology
acquisitions of Plann3r,
DocDown and Quoters, and
related implementation costs.
Capitalised development
costs relate solely to the
Virtual Cabinet and SmartVault
products
In early 2021 we completed the
fit-out of the US office, leading
to a small increase in property,
plant and equipment to £0.4m.
The reduction in right of use
assets, which relate entirely to
office leases, is a result of the
amortisation of existing lease
assets.
Trade and other receivables
increased by £0.1m to £1.9m
as a result of an increase in
prepayments. The current tax
receivable of £1.0m relates
to the UK research and
development tax credit due
for the 2021 financial year,
with £0.4m of tax payable or
refundable in the UK, Australia
and New Zealand, which
is recorded within current
liabilities.
The £1.3m increase in trade
and other payables is chiefly
the result of higher accruals
for performance incentives
and sales commissions,
together with an increase
in the accrual for employer
taxes on share options. The
performance incentives and
sales commissions are payable
during H1 2022, whereas
employer taxes on share
options only becomes payable
on the exercise of the related
options.
Deferred revenue, which is
mostly derived from annual
subscriptions paid in advance
has increased by £0.8m to
£5.5m as the proportion of our
customer paying annually in
advance increases.
The lease liability of £1.9m
relates to our Cambridge and
Houston office premises.
Over the course of 2021, 154,647
new shares were issued as a
result of the exercise of share
options.
Note on future segmental
reporting
During 2021, a significant shift in
the Group occurred, broadening
from being a document
management software group,
selling to accountants, to a
productivity software group
selling across professional
and financial services. The
technology acquisitions of the
software assets of Plann3r,
DocDown and Quoters
underscore that, as does the
launch and initial success of
29
30
OUR PEOPLE - THE BOARD
Dr Miles Jakeman AM
Non-executive chairman
Daniel Rabie
Chief Executive Officer
Paul Haworth
Chief Financial Officer
Nigel Payne
Senior independent
director
Paul Huberman
Non-executive director
Clive Rabie
Non-executive director
Appointed July 2017
Appointed June 2017
Appointed April 2018
Appointed July 2017
Appointed March 2020
Appointed June 2017
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.
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.
Committees
• Audit committee member
• Remuneration committee
member
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 IPOs 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 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.
Committees
• Remuneration committee
chairman
Committees
• Audit committee chairman
• Remuneration committee
• Audit committee member
member
31
32
OUR GOVERNANCE
Principle 1
Principle 2
Principle 3
Establish a strategy and
business model which
promote long-term value for
shareholders.
Seek to understand and
meet shareholder needs and
expectations.
Take into account wider
stakeholder and social
responsibilities and their
implications for long-term
success.
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
Our strategy and operating
model can be found starting on
page 3.
‘‘
In a nutshell, it’s the Board’s job to ensure we’re
doing the right things by our shareholders, our
customers, our suppliers, our people and society
in general.
Dr Miles Jakeman AM - Chairman
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.
The following pages set out each of the 10 principles from the QCA
Code and how the Group addresses each of them.
Dr Miles Jakeman AM
Chairman
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.
We rely 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
communities in which we
operate.
One of our core values is that
every customer experience
must include a smile. 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. 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.
33
34
OUR GOVERNANCE CONT.
Principle 4
Principle 4
Principle 5
Principle 6
Principle 7
Principle 8
Principle 9
Embed effective risk
Embed effective risk
management, considering
management, considering
both opportunities and threats,
both opportunities and threats,
throughout the organisation.
throughout the organisation.
Maintain the board as a well-
functioning, balanced team led
by the chair.
Ensure that between them the
directors have the necessary
up-to-date experience, skills
and capabilities.
Evaluate Board performance
based on clear and relevant
objectives, seeking continuous
improvement.
Promote a corporate culture
that is based on ethical values
and behaviours.
Maintain governance structures
and processes that are fit for
purpose and support good
decision-making by the Board.
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:
and
planning, monitoring business
performance, Board structure
and role, meeting process, Board
and director responsibilities and
Board culture and relationships.
is responsible
The Chairman
for agreeing an action plan
to
Board’s
improve
performance.
strategy
the
Attendance at Board meetings
sub-committees
and
is
monitored.
directors
All
attended all board meetings
during 2021.
Management of risk is a core
function of the Board.
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
39 .
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 31.
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.
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 2021, the Board held 7
formal full meetings.
to
GetBusy’s values are bold and
clear. They are the guiding
principles
the way we
run our business. They are
listed on page 6. So far as
possible, we ensure that these
values are visible
through
recruitment processes,
our
internal
communications
style,
management
and
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.
The Chairman’s role and
responsibilities have been
described previously on page
33.
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
35
36
OUR GOVERNANCE CONT.
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.
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
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
Companies Act s.172
statement
Risk management
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 on page 34. 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.
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. 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.
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.
In 2021, the Group’s risk
landscape has remained
broadly similar to 2020. The
market for highly qualified
technology talent has tightened
globally and so the recruitment
and retention of staff has
increased in importance.
The table on the following
pages shows the principal risks
and uncertainties faced by the
Group, being those that are
most likely to have an impact
on the Group’s ability to deliver
its strategy.
37
38
OUR GOVERNANCE CONT.
Risk category
Description of risk
Relevance to strategy
Potential consequences
Mitigating controls
Strategic
Strategic
The Group’s portfolio includes a
number of new products that are early-
stage and unproven. They 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.
Reduction in growth potential of Group.
Potential loss of cash invested to acquire, develop
and market product with little or no return.
Potential need to realign cost base of business.
The core 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.
Virtual Cabinet contributes
meaningfully to the Group’s recurring
revenue.
Slowing revenue growth or revenue decline.
Significant customer churn.
Reduction in achievable selling price.
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.
Acquisition consideration includes performance-
related elements.
Introduction of hosted and private cloud variants of
product.
New feature introduction into Virtual Cabinet to
improve user experience.
Geographical expansion of the Group’s other
products to provide cloud-based alternatives
where required.
Legal
regulatory
reputational
/
/
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.
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.
Rigorous security programme, including ethical
hacking and penetration testing.
Clearly documented internal procedures for
protecting client data.
Designated security director to manage the
Group’s ongoing data protection activities.
Commercial
Operational /
reputational
Operational
Financial
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.
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 successful execution of our
strategy is, to some extent, reliant on
our ability to recruit, motivate and retain
certain key people.
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.
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.
The security, quality and reliability of
our products is an important part of
attracting new business and retaining
existing customers.
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.
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
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.
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.
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.
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.
Focus on cash-generative SaaS revenue model
Retention of tax advisers to support UK R&D claim.
Strong focus on cost and cash disciplines in
business.
Strengthening of relationships with potential
funding providers including debt and equity
providers.
39
40
REMUNERATION REPORT
I am pleased to present the
Report of the Remuneration
Committee for 2021.
The Committee
The Remuneration Committee
is appointed by the board and is
formed entirely of independent
non-executive directors. The
Committee is chaired by me
and the other members of the
Committee are Miles Jakeman
and Paul Huberman.
‘‘
Our policy is to align the remuneration of
executive directors and the senior management
team with the creation of long-term value for
shareholders.
Nigel Payne - Remuneration Committee Chairman
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
Key considerations of the
Committee during 2021
During 2021, the Committee
considered the following
specific items:
• Agreement of the bonus
payments made to senior
management in relation to
performance in 2020;
• Agreement of the
remuneration proposals,
including base salary
and short-term incentive
structure, for the executive
directors and senior
management for 2021;
• Consideration of the
amendment of the vesting
period for the Group’s Value
Creation Plan;
• The design and
implementation of long-term
equity incentive schemes for
certain members of senior
management;
• Remuneration proposals for
the directors for 2022;
• Review of the fairness of
awards across all employees;
and
• Consideration of appropriate
2021 remuneration summary
incentive structures for
any corporate activity that
delivers significant returns to
shareholders.
2021 remuneration
Remuneration for executive
directors in 2021 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 2021 were set
by the Committee in December
2020.
The 2021 annual bonus plan
for executive directors was
agreed in December 2020
following the approval of
the 2021 budget. The level
of performance bonus was
primarily dependent on the
Group’s annualised recurring
revenue (“ARR”), recorded at
budgeted exchange rates, at
31 December 2021, starting
to accrue if the Group’s ARR
exceeded £14.8 million with
the maximum amount payable
if the Group’s ARR was £15.8
million or higher. The cash
performance bonus was a
percentage of salary. Daniel
Rabie’s maximum performance
bonus for 2021 was 125% of
salary and Paul Haworth’s was
100%. The percentage of salary
actually payable in respect of
2021 for Daniel Rabie was 125%
and for Paul Haworth it was
100%.
Non-executive directors are
paid a basic fee, which may
include a supplement for any
sub-committee responsibilities.
In 2021, non-executive director
fees were denominated in GBP,
although may have been paid
in local currency.
The 2021 remuneration for each
director is set out in the table
below.
The Committee concluded that
the executive reward structure
was fair when considered
against other employees in
the Group and against relevant
market comparators.
£’000
Daniel
Rabie
Paul
Haworth
Miles
Jakeman
Nigel
Payne
Paul
Huberman
Clive
Rabie
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
Salary
236
232
189
185
44
43
39
38
39
31
38
37
Pension
Benefits
24
1
7
1
19
1
6
2
Bonus
295
85
189
53
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
557
325
399
246
44
43
39
38
39
31
38
37
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
and 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.
41
42
REMUNERATION REPORT CONT.
consultation with and
agreement of 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 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
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 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
Director share options
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
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’, the maximum
performance bonus for 2022 is
125% of salary. Paul Haworth’s
maximum performance bonus
for 2022 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.
Directors’ interests
As at 31 December 2021, the
Directors had the following
beneficial interests in the
Company’s shares:
Number of shares held
Daniel Rabie
1,570,789
Paul Haworth
100,000
Miles Jakeman
150,000
Nigel Payne
-
Paul Huberman
50,000
Clive Rabie
9,243,676
Nigel Payne
Chairman of the
Remuneration Committee
2022 remuneration
arrangements
Daniel Rabie’s 2022 base salary
is £250,000 (2020: £236,385).
Paul Haworth’s 2022 base
salary is £200,000 (2019:
£189,100). The rates of increase
were seen as fair relative to
other employees of the Group
and have been benchmarked
against relevant market
comparators.
Both Daniel Rabie and Paul
Haworth will be eligible to
receive a cash performance
bonus for 2022. The level of
performance bonus will be
dependent on the Group’s ARR
at 31 December 2022. The
Committee has considered
alternative performance
measures but concluded that,
having given due consideration
to all stakeholders, ARR growth
remains the most appropriate
method to assess performance
bonuses for the executive in
2022.
The performance bonus will
start to accrue if the Group’s
ARR growth exceeds 10%,
measured at constant currency.
The maximum amount will
be payable if the Group’s
ARR growth is at least 20% at
constant currency. Payment
of any performance bonus is
contingent on an adjusted profit
/ (loss) hurdle being met.
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
43
44
AUDIT COMMITTEE REPORT
AUDIT COMMITTEE REPORT
REMUNERATION REPORT
I am pleased to present my
report of the Audit Committee
for 2021.
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
‘‘
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.
PAUL Huberman - Audit Committee Chairman
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 am chair of the Audit
Committee and the other
members are Nigel Payne
and Miles Jakeman. I am a
qualified Chartered Accountant
and senior finance executive
having been finance director
of three different listed
companies, and more recently
a non-executive director at a
ending 31 December 2022;
• Review of the Chief Financial
Officer’s report on the key
accounting judgements and
issues for the 2021 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 2021
Annual Report and accounts.
During 2021 there were
three meetings of the Audit
Committee, at each of which
all Committee members were
present.
Fair, balanced and
understandable
In its review, the Audit
Committee has determined
that the 2021 Annual Report,
taken as a whole, is fair,
balanced and understandable
and provides shareholders with
the necessary information to
assess the Company’s position
and performance, business
model and strategy.
Oversight of the external
auditor
RSM UK Audit LLP was
appointed as the Company’s
auditor following a tender
process at the point of the
Company’s IPO in 2017.
Current UK regulations require
rotation of the senior statutory
auditor every five years. The
2021 audit was the fifth and final
audit by Jonathan Lowe and
a new senior statutory auditor
will be in place for the year
ending 31 December 2022. The
Audit Committee will provide
input into the selection of the
new partner and will assess the
effectiveness of the transition,
number of public and private
companies. Nigel Payne is a
qualified Chartered Accountant
and is a non-executive director
of a number of public and
private companies. Miles
Jakeman has a background in
risk management and was the
founder and director of a large
public company in Australia.
The Board is therefore satisfied
that at least one member of the
Audit Committee has recent,
relevant financial experience.
Activities of the Audit
Committee during 2021
Since the 2020 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 2020 results, trading
updates, and the 2021 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 2021
external audit of the Group;
• Consideration of RSM UK
Audit LLP’s plans for the
mandatory replacement of
the audit partner responsible
for GetBusy from the year
45
46
with a particular focus on audit
quality.
Impact of COVID-19 on the
business
The Committee has considered
the impact of the COVID-19
pandemic on the business, the
assumptions used to support
the going concern assumption
used in these financial
statements, and the adequacy
of any related disclosures.
The Committee has concluded
that the pandemic does not
present a significant downside
risk to the Group or its
prospects.
Significant financial reporting
issues and judgements
Following discussion with
the Chief Financial Officer
and the Group’s auditors, the
Committee considers the
items on the following page
to be the most significant
financial reporting issues and
judgements that are relevant to
the 2021 financial statements.
RSM UK Audit LLP presented
the audit plan for 2021 to the
Committee, highlighting key
audit risks, areas of judgement
and the level of audit
materiality. The Committee
questioned and challenged the
work undertaken and the key
assumptions made in reaching
their conclusions.
Auditor independence and
objectivity
The Committee recognised
the importance of auditor
objectivity and independence
and understands that this
can be compromised by the
provision of non-audit work.
All taxation advice is provided
by a separate firm. However,
there may be certain limited
circumstances in which,
due to RSM’s expertise and
knowledge of the Company, it
may be appropriate for them
to undertake non-audit work.
The Company has put in place
a formal; process for agreeing
non-audit work by the Audit
Committee. RSM UK Audit
LLP has confirmed that they
remain independent and have
maintained internal safeguards
to ensure the objectivity of the
engagement partner and audit
staff is not impaired.
Internal audit
The Group does not have a
dedicated standalone internal
audit function. This decision
is made taking into account
the size and complexity of the
Group. Where appropriate,
reviews are carried out either
by staff members or third
party experts. The need for
an internal audit function
is considered by the Audit
Committee annually.
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 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.
Additionally, the Committee has noted the changes from 2022 to the
information reviewed by the Board to allocate resources and monitor
performance, as described in the Financial Review. The Committee
notes that this will lead to changes in the segmental disclosures
required under IFRS8 for the year-ending 31 December 2022. An
assessment of the completeness of those segmental disclosures, and
compliance with the requirements of IFRS8, will be made as part of
the Committee’s activities during 2022.
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 accounting treatment
of the acquisition of certain
software technology assets
during 2021 .
The Committee has reviewed the accounting treatment of the
software technology assets made during 2021. Specifically, the
Committee has considered management’s assessment that the
acquisitions fall outside of the scope of IFRS 3 Business Combinations.
Taking into account the requirements of IFRS 3 paragraph B7, the
Committee is in agreement with management’s conclusions on the
treatment of the acquisitions.
A full list of critical judgements
appears in note 4 to the financial
statements.
Paul Huberman
Chairman of the Audit
Committee
AUDIT COMMITTEE REPORT CONT.
AUDIT COMMITTEE REPORT
REMUNERATION REPORT
The adoption of the going
concern assumption in the
preparation of the financial
statements and the related
disclosures.
The presentation of certain
non-statutory alternative
performance measures
(“APMs”) alongside statutory
measures, for example
the disclosure of recurring
revenue Adjusted EBITDA or
Adjusted Profit / Loss.
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.
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.
Specifically, the Committee has considered the appropriatness
of the Group’s new measure of financial performance, Adjusted
EBITDA. Having taken into account the views of certain shareholders,
prospective shareholders and corporate advisers, the Committee
is satisfied that Adjusted EBITDA enhances the understanding and
sector peer comparability of the financial statements.
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 certain new products 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 certain new products. While the product has its first paying users,
these are relatively few in number and the revenue model is not
sufficiently well-proven.
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.
47
48
DIRECTORS’ REPORT
AUDIT COMMITTEE REPORT
REMUNERATION REPORT
• An indication of likely
Greg Wilkinson
The Directors’ Report should
be read in conjunction with
the following items required
by the Companies Act 2006
(CA2006) that are incorporated
by reference:
future developments of
the Company and Group,
included in CEO’s Review
and Financial Review; and
• An indication of the
research and development
activities of the Company
and Group included in the
Financial Review.
No political donations were
made during the period (2020:
£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
Clive Rabie
Substantial shareholdings
The table above right shows
the interests in 3% or more of
the Company’s equity at 10
February 2022 of which the
directors are aware.
Substantial shareholdings at 10 February 2022
Number of shares held
% of total
Clive Rabie
BGF Investment Management Limited
Canaccord Genuity Group Inc
Burgundy Asset Management
9,243,676
7,115,000
3,690,771
3,485,000
3,271,245
Herald Investment Management Limited
2,935,102
Fidelity Management and Research
Daniel Rabie
River & Mercantile
2,493,367
1,570,789
1,500,000
18.6%
14.3%
7.4%
7.0%
6.6%
5.9%
5.0%
3.2%
3.0%
Annual General Meeting (AGM)
and Auditor
Directors’ responsibilities
statement
The AGM of the Company will
be held on Thursday 5 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.
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 UK-adopted
International Accounting
Standards and to prepare the
company financial statements
in accordance with United
Kingdom Generally Accepted
Accounting Practice (United
Kingdom Accounting Standards
and applicable law).
The group financial statements
are required by law and
UK-adopted international
accounting standards 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
time the financial position of
the group and the company
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 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.
In the case of each of the
persons who are directors
at the time the report is
approved so far as the director
is aware, there is no relevant
audit information of which the
company’s auditor is unaware,
and he has taken all the steps
that he ought to have taken
as a director in order to make
himself aware of any relevant
audit information and to
establish that the company’s
auditor is aware of that
information.
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:
select suitable accounting
a.
policies and then apply them
consistently;
b. make judgements and
accounting estimates that are
reasonable and prudent;
for the group financial
c.
statements, state whether
they have been prepared in
accordance with UK-adopted
international accounting
standards;
for the company financial
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.
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
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 2023. Those assumptions
include:
• 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
• 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:
49
50
DIRECTORS’ REPORT CONT.
AUDIT COMMITTEE REPORT
REMUNERATION REPORT
• 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 Strategy
CEO’s Review
Financial Review
Our Governance
The Strategic Report and
Directors’ Report were
approved by the Board on 28
February 2022.
Paul Haworth | Company
Secretary
28 February 2022
GetBusy plc, Suite 8, The
Works, Unity Campus,
Pampisford, Cambridgeshire,
CB22 3FT
Registered in England & Wales
no 10828058
‘‘
The winning combination of low operating costs,
seamless integration with our other software
systems and Virtual Cabinet’s compelling track
record and post installation support left us in no
doubt.
Barry Packham - Clear Insurance Management
51
52
Revenue recognition
Key audit matter
description
How the matter was
addressed in the audit
(Refer to page 65 regarding the accounting policy in respect of revenue
recognition and note 6 in respect of revenue and operating segments).
Software contracts are inherently complex. There is a risk that 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, thereby impacting the spread of revenue around the
year-end.
The procedures undertaken included:
The controls and integrity of relevant IT systems, including the
application of the accounting policies and calculation of revenue, were
reviewed and tested by our audit team, in line with the testing
performed by our internal IT expert in the prior year.
In respect of the deferred revenue liability, a sample of specific
contracts with customers, and invoices issued to customers, was
reviewed to check that revenue had been deferred correctly.
A sample of revenue transactions one month either side of the year
end were reviewed to verify revenue was recognised in the correct
period.
accounting policies and requirements of IFRS 15.
Capitalisation of development costs
Key audit matter
description
(Refer to page 66 regarding the accounting policy in respect of development
costs and note 13 in respect of intangible assets).
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
ments as to whether the development criteria had been met
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, actual and pipeline sales figures and
discussions with technical management. We also considered and challenged
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.
How the matter was
addressed in the
audit
Opinion
comprise the consolidated income statement and
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 UK-adopted International Accounting
Standards. The financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards, including Financial
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the
then ended;
the group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
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
and we have fulfilled our other
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.
Summary of our audit approach
Key audit matters
Group
Materiality
Group
Revenue recognition
Capitalisation of development costs
Overall materiality: £151,000 (2020: £142,000)
Performance materiality: £113,000 (2020: £107,000)
Parent Company
Overall materiality: £30,000 (2020: £30,000)
Performance materiality: £22,500 (2020: £22,500)
Scope
Our audit procedures covered 87% of revenue, 91% of net assets and 79% of
loss before tax.
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.
53
54
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
Conclusions relating to going concern
accounting included consideration of the cash flow forecasts and scenario analysis present and headroom
provided by existing funding facilities.
and parent co
Overall materiality
£151,000 (2020: £142,000)
£30,000 (2020: £30,000)
Based on the work we have performed, we have not identified any material uncertainties relating to events or
Basis for determining
overall materiality
Rationale for benchmark
applied
1% of revenue
The group is in its growth stage and
its revenues, particularly recurring
revenues, are its primary measure of
performance.
1% of
restricted for group purposes)
total assets
(however
As a holding company, the total
assets of
the company are
considered the best indication of the
value of
its
its
subsidiary trading entities.
investments
in
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.
Other information
Performance materiality
£113,000 (2020: £107,000)
£22,500 (2020: £22,500)
The other information comprises the information included in the annual report, other than the financial
Basis for determining
performance materiality
Reporting of
misstatements to the
Audit Committee
75% of overall materiality
75% of overall materiality
Misstatements in excess of £7,590
and misstatements below that
threshold that, in our view,
warranted reporting on qualitative
grounds.
Misstatements in excess of £1,500
and misstatements below that
threshold that, in our view,
warranted reporting on qualitative
grounds.
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 cut-off, which was a key audit
matter. No audits or procedures were undertaken by component auditors. The coverage achieved by our audit
procedures was:
Revenue
Net assets
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.
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
we have not received all the information and explanations we require for our audit.
ecified by law are not made; or
55
56
Responsibilities of directors
The most significant laws and regulations were determined as follows:
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.
ted to going concern
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
audit of the financial statements
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.
Legislation /
Regulation
UK-adopted IAS,
FRS102 and
Companies Act
2006
Tax compliance
regulations
Additional audit procedures performed by the audit engagement team
included:
Review of the financial statement disclosures and testing to supporting
documentation;
Completion of disclosure checklists to identify areas of non-compliance.
Review of the tax provisions prepared by management.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Revenue
recognition
Management
override of
controls
This is considered to be a Key Audit Matter and our procedures are described
above.
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.
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 mi
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 c
have formed.
JONATHAN LOWE (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
3 Hardman Street
Manchester
57
58
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
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 EBITDA
Capitalised development costs
Adjusted loss before tax
2021
2020
Note
6
15,448
14,179
7
8
8
13,15
9
9
12
7
13
(1,295)
(1,044)
14,153
13,135
(16,355)
-
(133)
(14,783)
588
(66)
(2,335)
(1,126)
(2,335)
706
400
267
400
-
52
(510)
(712)
(1,222)
771
(1,564)
(1,126)
558
416
236
126
(588)
9
(369)
(558)
(927)
1,524
398
Tax
10
(Loss)/Profit for the period attributable to owners of the
Company
(Loss)/Profit per share (pence)
Basic
Diluted
11
11
(3.16)p
(3.16)p
0.81p
0.71p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2021
2020
Non-current assets
Intangible assets
Right of use assets
Property, plant and equipment
leases
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
Lease liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium account
Demerger reserve
Retained earnings
Equity attributable to shareholders of the parent
2021
2020
Note
13
14
15
16
17
17
14
17
14
20
20
20
1,110
1,544
426
3,080
1,907
1,021
2,670
5,598
8,678
(3,917)
(5,469)
(333)
(378)
(10,097)
(4)
(1,533)
(1,537)
(11,634)
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)
(2,956)
(1,775)
74
3,018
(3,085)
(2,963)
(2,956)
74
3,018
(3,085)
(1,782)
(1,775)
These financial statements were approved by the Board of Directors on 28 February 2022 and were signed
on its behalf by:
(Loss)/Profit for the period
(1,564)
398
Daniel Rabie
Paul Haworth
Other comprehensive income / (expense)
Chief Executive Officer
Chief Financial Officer
Exchange differences on translation of foreign operations
Other comprehensive (expense)/income net of tax
(17)
(17)
92
92
Total comprehensive (loss)/income for the period
(1,581)
490
59
60
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2021
For the year ended 31 December 2021
2021
Share
capital
Share
premium
account
Demerger
Reserve
Retained
earnings
Total
At 1 January 2021
74
3,018
(3,085)
(1,782)
(1,775)
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,564)
(17)
(1,564)
(17)
(1,581)
(1,581)
400
400
400
400
At 31 December 2021
74
3,018
(3,085)
(2,963)
(2,956)
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)
Adjusted loss before tax
Depreciation of right of use asset
Income statement cost of interest on finance leases
Increase in receivables
Increase/(Decrease) in payables
Increase in deferred income
Cash used in operations
leases
Non-underlying costs
Income taxes received
Interest (paid)/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 in cash
Cash and bank balances at beginning of period
Effects of foreign exchange rates
Cash and bank balances at end of period
2021
2020
(1,222)
316
81
(92)
1,093
806
982
(400)
623
(52)
1,153
(181)
(163)
(344)
(261)
(81)
-
-
-
(342)
467
2,283
(80)
2,670
(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
61
62
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
providing productivity software for professional and
financial services.
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.
which 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,
These non-cash charges to the income statement
are subject 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.
. 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
in their financial statements. For transparency, we exclude the
applying IAS38
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)
on bank balances. 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.
. These are finance costs and income such as interest
costs added back.
. This is calculated as Adjusted Profit / Loss before Tax with capitalised development
performance before the impact of changes in exchange rates.
. As a Group that operates in different territories, we also measure our revenue
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 retained after 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 UK-adopted International Accounting Standards. They are prepared using the
historic cost convention. They are also prepared on the going concern basis, for the reasons described in the
50. 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
goodwill arising on the combination
the differences between the aggregate book values of the
subsidiaries 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
63
64
3. ACCOUNTING POLICIES (CONTINUED)
Revenue recognition
The Group generates income from customers in the following ways:
3. ACCOUNTING POLICIES (CONTINUED)
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.
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.
Leases
The Group applied IFRS 16 Leases on the modified retrospective basis from 1 January 2019.
A customer pays a one-off amount for the right to use a particular version of our software for as
technical 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
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 and Workiro are pure subscription products with some limited consulting sold alongside, such as
onboarding, training etc, although the products
subscription revenue is recognised on a straight-line basis over the contract, with consulting revenue
recognised at the point that each individual consulting project is completed.
and Workiro
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.
Support contract (usually 3 years).
is recognised on a straight-line basis over the minimum term of the related
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.
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
suits IAS38. 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.
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.
65
66
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 certain new products
has been expensed as incurred as it is not possible to demonstrate commercial viability with sufficient
certainty 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. Depending on the nature of the options granted, a Black Scholes model or a
Monte Carlo model has been used by a third-party firm to estimate the fair value. These models makes use
of various assumptions, the most significant of which are listed in note 9.
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.
Accrual for historic sales tax liabilities
The Group makes sales to customers in a number of jurisdictions that have emerging or complex
arrangements for determining the scope and rate of sales tax on the sale of software as a service. In a
review of its operations, the Group has determined that sales tax that may historically have been chargeable
to customers in certain locations had been neither charged nor collected. An accrual of £240k (2020: £nil)
with advisers to establish and settle any historic liabilities. This accrual contains various assumptions,
including on the interpretation of certain sales tax legislation and on amounts potentially recoverable from
customers.
5. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
No new standards and interpretations will have a material impact on our financial statements.
Workiro) and a corporate and central segment. The Board assesses Group performance and determines the
allocation of resources on that basis.
, Virtual Cabinet and
2021
SmartVault
Virtual
Cabinet
Workiro
Corporate
& central
6,439
379
6,818
(1,082)
5,736
(4,987)
(1,769)
(1,020)
7,881
726
8,607
(161)
8,446
(3,292)
(784)
4,370
31
-
31
(60)
(29)
(774)
(1,234)
(2,037)
(8)
-
(8)
8
-
(2,535)
-
(2,535)
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
Adjusted EBITDA
Depreciation and amortisation on owned
assets
Share option costs
Social security on share option costs
Non-underlying costs
Other finance costs
Loss before tax
2020
SmartVault
Virtual
Cabinet
Workiro
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)
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
Adjusted EBITDA
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
Total
14,343
1,105
15,448
(1,295)
14,153
(11,588)
(3,787)
(1,222)
712
(510)
(706)
(400)
(267)
(400)
(52)
(2,335)
Total
13,017
1,162
14,179
(1,044)
13,135
(10,500)
(3,562)
(927)
558
(369)
(558)
(416)
(236)
(126)
588
(9)
(1,126)
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.
67
68
6. REVENUE AND OPERATING SEGMENTS (CONTINUED)
7. OTHER INCOME
Revenue by territory of operation is shown below
2021
Recurring revenue
Non-recurring revenue
Revenue
customers
from
contracts with
2020
Recurring revenue
Non-recurring revenue
Revenue
customers
from
contracts with
UK
6,280
661
6,941
UK
5,880
822
6,702
USA
Aus / NZ
Total
6,119
365
6,484
1,944
79
2,023
USA
Aus / NZ
5,211
256
5,467
1,926
84
2,010
14,343
1,105
15,448
Total
13,017
1,162
14,179
During 2021, a significant shift in the Group occurred, broadening from being a document management
software group, selling to accountants, to a productivity software group selling across professional and
financial services. The technology acquisitions of the software assets of Plann3r, DocDown and Quoters
underscore that, as does the pivot of Workiro towards the ERP space and the launch and initial success of
Certified Vault.
significantly more cross-selling between products in support of our expansion strategy. The once-distinct
boundaries between our products are becoming increasingly blurred as our customers buy richer feature
and solution sets. This is reflected in the way the Group is organised and managed and, from January 2022,
in the information reviewed by the Board to allocate resources and monitor performance.
ications, we expect
From 2022, our segmental reporting will reflect this revised reporting to the Board, in accordance with IFRS8
. Revenue will be reported by region, while costs will be reported on an aggregated
basis.
US Paycheck Protection Programme loan forgiveness
RDEC credit relating to prior years
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
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)
2021
2020
-
-
-
384
204
588
2021
2020
133
316
573
-
6
74
2021
30
39
14
30
23
135
133
365
425
81
23
63
2020
24
35
17
29
17
122
69
70
9. EMPLOYEES AND EMPLOYEE COSTS (CONTINUED)
10. TAX
Total employee costs are shown below. Share option costs are non-cash costs.
Tax recognised in the income statement
2021
202o
Wages and salaries
Social security costs
Other pension costs
Cash employee costs
Share option costs
Total employee costs
2021
2020
9,961
1,352
311
11,624
668
12,292
8.585
1,066
249
9,900
652
10,552
Details of the share options outstanding during the year are as follows:
Number of
awards
outstanding
at the
beginning of
year
140
112
272
3,982
2,612
-
-
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
exercisable
awards at the
year-end
Vesting date
-
-
-
-
-
240
425
(70)
(85)
-
-
-
-
-
-
-
-
-
-
70
27
272
3,982
2,611
240
3 August 2020
70
3 August 2021
27
-
3 August 2022
- 27 January 2023
- 27 January 2024
11 March 2024
-
-
(100)
325
-
11 March 2024
7,118
665
(155)
(100)
7,528
97
2017 LTIP
2017 LTIP
2017 LTIP
2020 EMI
2020 VCP
2021
Group EMI
2021 GB
EMI
Total
The weighted average share price on the date of exercise was £0.92 (2020: £0.85).
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 fair value of options granted during the year was £525,000 (2020: £2,959,000, which included
replacement options). The fair value of the options granted was estimated using a Monte-Carlo model,
except for the 2021 GB EMI which uses the Black-Scholes model; the key inputs into those models were as
follows:
Current tax
Current year
Adjustment for prior years
Foreign tax
Foreign tax adjustment for prior years
Deferred tax
Tax income
Reconciliation of effective tax rate
Loss before tax
Tax at UK corporation tax rate of 19.00% (2020: 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
-
-
(1,021)
23
201
26
(771)
(763)
(857)
95
1
(1,524)
-
-
(771)
(1,524)
2021
2020
(2,335)
(1,126)
(444)
59
76
-
18
50
(18)
-
-
(831)
(214)
41
86
(81)
75
(1)
(75)
(896)
39
(735)
1,340
1,000
(1,021)
(771)
(763)
(1,524)
11. EARNINGS / (LOSS) PER SHARE
The calculation of earnings / (loss) per share is based on the loss for the period of (£1,564k) (2020: profit of
£398k).
Weighted number of shares calculation
2021
2020
2021 Group
EMI
2021 GB EMI
Share
price at
date of
grant
£0.4655
Exercise
price
Expected
volatility
Weighted
average
option life
£0.0015
50%
3 years
Weighted average number of ordinary shares
Effect of potentially dilutive share options in issue
Weighted average number of ordinary shares (diluted)
£0.9735
£0.0015
50%
3 years
Earnings / (Loss) per share
Basic
Diluted
49,516
n/a
n/a
2021
Pence
(3.16)
n/a
49,219
7,251
56,470
2020
pence
0.81
0.71
At 31 December 2021, there were 7,527,629 share options. 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 current year as the Group was loss making.
71
72
12. NON-UNDERLYING ITEMS
14. LEASES
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 2021, non-underlying costs were £400k, of which £283k related to potential historic sales tax liabilities,
£93k is restructuring and severance costs, and £41k related to corporate advice.
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 reinstating the Australian office
under the terms of the lease, which expired in September 2021.
13. INTANGIBLE ASSETS
Software
Intellectual
property
Development
costs
Cost
At 1 January 2020
Additions
Currency adjustments
At 31 December 2020
Additions
Currency adjustments
At 31 December 2021
Amortisation
At 1 January 2020
Charge for the year
Currency adjustments
At 31 December 2020
Charge for the year
Currency adjustments
At 31 December 2021
Net book value
At 31 December 2020
At 31 December 2021
68
26
-
94
163
-
257
5
14
-
19
19
-
38
75
219
142
3
(5)
140
-
1
141
93
19
(4)
108
13
1
122
32
19
Total
1,264
587
(5)
1,846
875
1
2,722
618
425
(4)
(1,039)
573
1
1,612
1,054
558
-
1,612
712
-
2,324
520
392
-
912
540
-
1,452
700
872
807
1,110
At 31 December 2021 and 31 December 2020, 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
Currency adjustments
At 31 December
There were no new leases in the year.
2021
1,841
-
(284)
284
-
(316)
-
18
1,544
2020
220
2,028
(270)
270
40
(365)
(81)
-
1,842
The impairment charge of £81k in 2020
utilised and vacant owing to the COVID-19 pandemic restrictions. The interest rate used to discount lease
liabilities is 4% (2020: 4%).
Australia, which were under-
Interest on lease liabilities of £81k was recorded in Net Finance Costs during the year (2020: £56k). The cash
property leases was £342k (2020: £373k).
Lease liabilities
Within one year
Between 2 to 5 years
More than 5 years
2021
333
1,533
-
1,866
2020
263
1,845
-
2,108
Software comprises acquired software technologies and third-party contractor costs of implementing
software used within the Group. Development costs comprise the internal costs of developing products.
Software is amortised over 5 years. Intellectual property comprises domain names, 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.
Within additions for software is a total of £82,000 for the acquisitions of the technology of DocDown and
Quoters. Under the terms of the acquisitions, the Group is liable to pay a cash earn-out equivalent to 1x
annualised recurring revenue attributable to each of the DocDown and Quoters technologies at 31
December 2022. The earn-outs are subject to a cap of USD 500,000 each. No amounts have been
recognised at 31 December 2021 in respect of any contingent consideration because the directors consider
the fair value in respect of each asset, based on reasonable forecast, to be wholly immaterial.
73
74
15. PROPERTY, PLANT AND EQUIPMENT
17. TRADE AND OTHER PAYABLES AND DEFERRED REVENUE
Cost
At 1 January 2020
Additions
Disposals
Currency adjustments
At 31 December 2020
Additions
Disposals
Currency adjustments
At 31 December 2021
Depreciation
At 1 January 2020
Charge for the year
Disposals
Currency adjustments
At 31 December 2020
Charge for the year
Disposals
Currency adjustments
At 31 December 2021
Net book value
At 31 December 2020
At 31 December 2021
Equipment
Vehicles
Building
improvements
Total
829
346
(452)
(21)
702
176
(228)
4
654
701
118
(452)
(19)
348
128
(228)
-
248
354
406
23
-
-
-
23
-
(23)
-
-
21
2
-
-
23
-
(23)
-
-
-
-
56
22
(53)
(2)
23
5
-
(1)
27
43
13
(53)
(1)
2
5
-
-
7
21
20
908
368
(505)
(23)
748
181
(251)
3
681
765
133
(505)
(20)
373
133
(251)
-
255
375
426
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
2021
714
760
433
1,907
2020
754
664
397
1,815
Trade receivables are presented net of allowances for doubtful debts of £88k (2020 £269k). 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:
Trade payables
Accruals
Other payables
Trade and other payables
2021
297
2,970
650
3,917
2020
446
1,609
559
2,614
The expected recognition of deferred revenue as revenue in the income statement will be in the following
financial years:
Year ending 31 December 2021
Year ending 31 December 2022
Year ending 31 December 2023
On or after 1 January 2024
Deferred revenue
2021
-
5,469
4
-
5,473
2020
4,608
58
-
-
4,666
£5,469k (2020: £4,608k) of deferred revenue is recorded as a current liability. £4k (2020: £58k) 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 (2020: £nil).
The principal terms of the loan are:
Interest accrues at Alternative Reference Rates plus a margin of between 3.25% and 3.75%,
depending on certain liquidity ratios;
The relevant Alternative Reference Rates are the Bank of England published base rate of interest,
for GBP, and the rate of interest per annum published in the money rates section of the Wall Street
Journal, for USD. Each rate is subject to a minimum value of 0.00%.
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 ov
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.
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.
No new loan arrangements were made in 2021.
Past due 1-30 days
Past due 31-60 days
Past due 61+ days
2021
2020
62
8
26
70
9
134
75
76
19. DEFERRED TAX
22. FOREIGN CURRENCIES
Deferred tax assets of £3,219k (2020: £3,466k) 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 2021, 49,580,219 (2020:
49,425,572) shares were in issue and fully paid with a nominal value of £74,370.33 (2020: £74,138.36). 154,647
shares were issued in the year (2020: 1,025,572).
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.
The following significant exchange rates were used in preparing these financial statements:
US Dollar
Australian Dollar
New Zealand Dollar
2021
average
rate
1.375
1.831
1.944
2021
balance
sheet rate
1.350
1.860
1.977
2020
average
rate
1.286
1.858
1.969
2020
balance
sheet rate
1.362
1.769
1.886
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 2021 and 31 December 2020 was not material and so no sensitivity
analysis is presented.
21. CONSOLIDATION AND SUBSIDIARIES
23. RELATED PARTY TRANSACTIONS
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
70,000 professional paying users around the world to digitise their operations and be productive while
working in the office or remotely.
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.
Subsidiary
GetBusy UK Limited
Country of incorporation
United Kingdom
GetBusy USA Corporation
United States of America
GetBusy Australia Pty Limited
Australia
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
GetBusy New Zealand Pty
Limited
New Zealand
Ground Floor, ITC Building, 9 City
Road, Auckland, New Zealand
2021
Directors
Other key management personnel
2020
Directors
Other key management personnel
Salary
Pension
Bonus
Total
585
-
585
583
-
583
44
-
44
12
-
12
484
-
484
138
-
138
1,113
-
1,113
733
-
733
In 2021, share option costs of £226k (2020: £312k) were recorded relating to directors.
Information on the highest paid director can be found in the Remuneration Report on pages 41 to 44.
During the year, the Group purchased £30k (2020: £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 2021 (2020: £nil).
77
78
24. RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES
COMPANY BALANCE SHEET
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.
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
2021
2020
Note
C4
C7
C5
C6
C8
C8
1,883
47
1,930
3,564
974
4,538
6,468
1,482
62
1,544
2,361
1,185
3,546
5,090
(2,759)
(2,759)
(2,759)
(1,567)
(1,567)
(1,567)
3,709
3,523
74
3,018
617
3,709
74
3,018
431
3,523
As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the parent
loss for the period was (£214k) (2020: profit of
£229k). The accompanying notes form part of the financial statements.
These financial statements were approved by the Board of Directors on 28 February 2022 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 2020
Profit for the period
Issue of shares, net of issue costs
Share option costs
At 31 December 2020
Loss for the period
Issue of shares, net of issue costs
Share option costs
At 31 December 2021
79
80
Share
capital
Share
premium
account
Retained
earnings
73
-
1
-
74
-
-
-
74
2,756
-
262
-
3,018
-
-
-
3,018
(212)
229
-
414
431
(214)
-
400
617
Total
2,617
229
263
414
3,523
(214)
-
400
3,709
NOTES TO THE COMPANY FINANCIAL STATEMENTS
C6.
TRADE AND OTHER PAYABLES
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 and approved budgets. If future cash generation differs materially from the
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
2021
1,482
400
1,882
2020
1,068
414
1,482
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
2021
3,375
166
23
3,564
2020
2,161
191
9
2,361
Amounts owed to other group companies
Trade payables
Accruals
Trade and other payables
C7.
INTANGIBLE ASSETS
Cost
At 1 January 2020
Additions
At 31 December 2020
Additions
At 31 December 2021
Amortisation
At 1 January 2020
Charge for the year
At 31 December 2020
Charge for the year
At 31 December 2021
Net book value
At 31 December 2020
At 31 December 2021
2021
1,858
84
817
2,759
2020
955
43
569
1,567
Software
Total
68
12
80
1
81
5
13
18
16
34
62
47
68
12
80
1
81
5
13
18
16
34
62
47
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 2021, 49,580,219 (2020:
49,425,572) shares were in issue and fully paid with a nominal value of £74,370.33 (2020: £74,138.36). 154,647
shares were issued in the year (2020: 1,025,572).
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.
81
82