ANNUAL REPORT & ACCOUNTS
31 DECEMBER 2022
GETBUSY PLC - #10828058
CONTENTS
At a glance
Our people and culture
Our values
People and planet
Chairman’s welcome
2022 in numbers
Our products and capabilities
Our markets
Our strategy
CEO’s review
Financial review
The Board
Governance
Risk management
Remuneration report
Audit committee report
Directors’ report
Audit report
Group financial statements
Company financial statements
4
7
9
10
13
14
15
17
18
19
22
25
27
32
34
38
42
44
50
71
Note on Alternative Performance Measures
A variety of Alternative Performance Measures and software-specific terms are
used throughout this report. Please refer to Note 2 to the financial statements
for an explanation of the Alternative Performance Measures and a glossary of
terms.
OUR MISSION IS TO
BUILD SOFTWARE THAT
MAKES PEOPLE
PRODUCTIVE AND
HAPPY
Productive
Happy
Many professionals waste over
a quarter of their time with
poorly designed workflows.
GetBusy’s solutions improve
productivity by over 30%.
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
4
>4 million
gigabytes
Client data held
1 billion
Unique documents stored
3 million
Annual digital signatures
AT A GLANCE
5
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 24-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 position in the broader professional and
financial services markets.
Attractive markets with compelling drivers.
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.
Scalable SaaS business model with £19.2m
ARR.
Growing capabilities to propel long term
growth.
Over 95% 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 18% CAGR in our
SaaS revenues since IPO. 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.
High-quality, growing customer base.
Ambitious, motivated team.
Over 75,000 professionals interact with over 3 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.
£19.2m
ARR
95%
RECURRING
REVENUE
16%
ARR GROWTH
100.2%
NET REVENUE
RETENTION
75,058
PAYING USERS
AT A GLANCE
6
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 75,000 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.
OUR PEOPLE AND CULTURE
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, that’s someone that’s
able and willing to help.
Matt – Senior Developer
Simply put, working at GetBusy is
fantastic! There is a common purpose,
sense of belonging and feeling of value I
have not seen or experienced in any
other business.
Luke – Chief Information Security Officer
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
I like working at GetBusy because I
believe the company prioritises my own
career prospects and takes an interest in
what my aspirations are, ahead of just
hitting targets. I like the trust and
respect my employer has for me.
Alex – Senior Marketing Manager
OUR PEOPLE & CULTURE
8
Gael Norris
Chief People &
Culture Officer
My role at GetBusy is to build and sustain our fantastic culture. A key part of our focus
as a management team is to recruit and retain an engaged and motivated group of
people to equip them to make an impact on society through their roles.
The drive to make a positive impact on the world is embedded in GetBusy life; here are
just a few examples:
• Each team member receives a minimum of two paid volunteering days per year to
directly contribute their time and talents towards good causes;
• We partner with OnHand to connect our people with areas of need in their
communities, including providing companionship or practical help to vulnerable
people, donating time or resources to social and environmental projects and
mentoring young people.
• We promote and support our Green Team, a self-organising staff forum that
identifies and implements projects to enable GetBusy to have a positive impact on
the environment;
• We are establishing the GetBusy Academy, a scheme to provide access to training
and real-life experience in the technology sector for young people from challenging
or deprived backgrounds;
• We encourage flexible working to allow our people to have active family lives and
more easily get involved with their communities.
The importance of our culture to the success of the business cannot be
underestimated. Take a look at our distinct and simple values to see what that means
in practice.
A DEDICATED
TEAM OF
144* ROCKSTARS
89%
* Staff count at 31 December 2022
OUR VALUES
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.
9
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.
Data drives
decisions.
Stay positive.
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.
We’re out to change the
world.
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.
PEOPLE & PLANET
10
Concern for people and our planet runs
through the core of our culture.
We acknowledge that as a company our
responsibilities go beyond our simple
obligations to shareholders. We exist in a
complex stakeholder ecosystem that also
comprises customers, partners, suppliers,
employees and their families, prospective
employees, neighbours, our environment and
various levels of local and national
government. All of these stakeholders have
demands and expectations.
Our concern for people and planet is
manifested in the four overarching principles to
the left. On the following pages, you can learn
more about what we’re doing to address each
principle.
Daniel Rabie
Chief Executive Officer
1
We promote social
mobility, diversity and
inclusion in our own
workforce
2
We equip and
empower our people
to make a meaningful
impact on the world
professionally and
personally.
3
We promote and
equip people to
positively impact the
environment by
reducing carbon
emissions.
4
We minimise our own
environmental impact
through our working
practices and supply
chain.
PEOPLE & PLANET
Social mobility, diversity and inclusion
11
We have two areas in which we concentrate our effort to improve social mobility, diversity and inclusion.
Firstly, we are conscious of the global gender imbalance in the software industry, with Statista estimating that nearly
92% of software developers worldwide are male. To the extent possible, we try to ensure that our recruitment
processes for all roles include gender-diverse shortlists and we provide training in unconscious bias for recruiting
managers, supported by our independent People and Culture team. We are delighted that, going into 2023, 50% of
our Group Leadership Team is female.
Secondly, we aim to improve pathways into professional roles for young people from deprived backgrounds. We are
working with local authorities to introduce the GetBusy Academy, a scheme to provide access to training and real-life
experience in the technology sector through paid internships in a broad set of functional areas within our Group.
Gender diversity
Median salary
Board
Leadership
All staff
2022 intake
60,000
50,000
40,000
30,000
20,000
10,000
-
Male
Female
Male
Female
Professional and personal impact
We invest heavily in the professional development of our people. Our GetFresh framework enables everyone in the
organisation to understand the capabilities and behaviours expected as part of career progression, through to
specialist career professional or management roles. This framework allows people to identify specific actions that can
help them to develop their career in the direction of their choosing.
Each of our team receives a minimum of two fully paid days per year to invest in a good cause of their choosing. We
partner with OnHand to provide opportunities for all our staff to participate in social and environmental projects in
their local area. We encourage our people to play active roles in their communities and to enrich the lives of others,
both as individuals and through their work.
Nominated for
People-Focused CEO
of the Year at
HR Excellence Awards
26 new
participants on
leadership training
programme
Launched OnHand
in UK and US offices
to provide volunteering
opportunities
Sent a team to a
local museum to
paint, clean
and garden
PEOPLE & PLANET
12
Positive environmental impact for customers
Our products help our customers to make a positive impact on the environment by reducing carbon emissions from
the manufacture, use, movement and storage of paper. This is core to our offering and, together with our mission to
make people productive and happy, creates a sense of purpose for our teams.
We have estimated the headline environmental impact* of our clients’ adoption of our software products.
13,920
tonnes of CO2
emissions prevented
through storing
documents digitally in
our systems
300,000
trees saved through
print reduction by our
clients
107
tonnes of CO2 saved
annually by our
customers by adopting
digital signatures
Minimise our own environmental
impact
As a software company, our activities are generally
environmentally benign. In large part, our impact
on the environment is heavily influenced by the
carbon emissions from the most significant part of
our supply chain – our cloud hosting provider,
Amazon Web Services.
Amazon Web Services has committed to using
100% renewable energy by 2025, a pledge that we
fully support. In addition, AWS has recently
launched the first version of its customer carbon
footprint monitoring tools, which, once configured,
will allow us to monitor and optimise how we use
the AWS infrastructure to minimise the computing
energy usage of our products.
Our two main office facilities, in Cambridge and
Houston, are re-purposed industrial buildings. Re-
using the existing substructure and frame in our
Cambridge office saved nearly 250 tonnes of CO2,
with a similar saving in Houston; collectively this is
equivalent to driving 100 cars for 1 year.
* Unaudited management estimates based on typical business document size, typical carbon intensity of office paper manufacture and typical carbon intensity of
postage and courier systems. Management does not currently use a recognised international framework for measuring climate impact systematically.
CHAIRMAN’S WELCOME
13
GetBusy is firmly focused on sustainable recurring revenue growth
within a large, well-defined, robust and valuable market opportunity.
More than ever, GetBusy's products are delivering tangible value
across a growing addressable market. Annually, we handle more
than 250 million documents for our customers, who execute over 3
million digital signatures and share information with over 3 million
collaborators. Our products have saved around 300,000 trees and
14,000 tonnes of CO2 by helping our customers to go paperless.
We are helping professionals to be as productive, efficient, and secure
as possible in the face of rising cost pressures and operational
complexities. Our very high - and improving - customer retention
rates demonstrate how embedded our growing range of capabilities
have become within our clients' technology stacks; a trend we expect
to continue as the tailwinds of digital transformation, cyber security,
privacy legislation and hybrid working strengthen.
I am delighted with the progress the business has made in 2022.
Together with the headline growth rates generated by our core
businesses, there has been significant progress in our efforts to
underpin longer-term growth, including through our emerging
products. Significant new customer wins, new channel partnerships,
the introduction of new capabilities to our customer base and
prestigious industry awards have all been notable landmarks, but the
foundation of these achievements remains the provision of a
compelling proposition for new and existing customers.
On behalf of the Board, I would like to thank each member of our
teams in Cambridge, Houston and Sydney for their commitment in
2022. Across the business, our people consistently exhibit ingenuity,
tenacity, ambition and humanity; they are our most valuable asset
and the reason for our success.
In 2022, we have re-examined each of our markets and products and
concluded there is substantial long term value to be created by
continuing to invest in the growth of our high quality recurring
subscription revenue. Our industry-leading levels of recurring
revenue endow us with excellent forecasting visibility which, twinned
with our cash-generative underlying SAAS business model - proven
over the five and a half years since GetBusy’s inception – provides a
stable platform to continue to invest for growth.
In 2021 we announced our ambition to at least double Annual
Recurring Revenue within five years. I am pleased to report that
ambition remains firmly on track.
2022 IN NUMBERS
20
18
16
14
12
10
8
6
4
2
0
£19.3m
2018
2019
2020
2021
2022
Revenue
100%
98%
96%
94%
92%
90%
88%
86%
84%
82%
80%
14
£19.2m
20
18
16
14
12
10
8
6
4
2
0
2018
2019
2020
2021
2022
Annualised MRR
80,000
75,000
70,000
65,000
60,000
55,000
50,000
75,058
2018
2019
2020
2021
2022
2018
2019
2020
2021
2022
Recurring revenue as % of total
Paying users
2018
2019
2020
2021
2022
£300
£280
£260
£240
£220
£200
£180
£160
£140
ARPU
-
(0.2)
(0.4)
(0.6)
(0.8)
(1.0)
(1.2)
2018
2019
2020
2021
2022
(1.4)
Adjusted loss before tax
£(0.7)m
£3.0m
2018
2019
2020
2021
2022
£0.7m
3.0
2.5
2.0
1.5
1.0
0.5
-
1.0
0.8
0.6
0.4
0.2
-
(0.2)
(0.4)
(0.6)
(0.8)
(1.0)
Adjusted EBITDA
Cash
2018
2019
2020
2021
2022
OUR PRODUCTS & CAPABILITIES
15
CHAT
T
N
E
I
L
C
S
L
A
T
R
O
P
CORE
BUSINESS
SYSTEMS
R
O
U
T
I
N
G
E
-
M
A
I
L
DOCUMENT
MANAGEMENT
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 75,000 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.
Following 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 PRODUCTS & CAPABILITIES
16
ESTABLISHED PRODUCTS
EMERGING PRODUCTS
Document and workflow
management, client portals and
digital signatures
SME to enterprise professional
services clients
Cloud, hosted, mobile and on-
premise variants
UK, US and ANZ
Next-generation document
management, tasks, signatures and
chat
SME to enterprise clients across
industries
Deeply integrated into ERP
CertifiedVault
Secure custody of digital collateral
and chattel paper
Clients are secured lenders and
borrowers in asset finance
NEW TECHNOLOGIES
Newly acquired and improved technologies to address challenges in client
onboarding within professional services
Automated digital form-
fill and template
creation
Automated professional
quotes and proposals
Professional meeting
scheduling and
management
DEEP INTEGRATIONS ACROSS PROFESSIONAL SERVICES
OUR MARKETS
17
The challenges that are common to our clients.
Our expertise is in developing software to solve common areas of challenge across professional and financial services:
Service. Our clients need to deliver a consistently excellent client experience to maintain their position as trusted
advisers.
Optimisation. Competition for knowledge workers is fierce, with many specialisms seeing very substantial salary
inflation. Optimising time spent on value-added work is increasingly important to our clients maintaining and
improving their margins.
Regulation. The regulatory landscape for our clients is constantly evolving and tightening; navigating those
challenges efficiently is critical to remaining competitive.
Security. Preventable data breaches can destroy a firm’s reputation. In a world in which cyber threats are
considerably more prevalent, adequately protecting valuable client and proprietary data and documents becomes
mission-critical.
ACCOUNTING AND
PROFESSIONAL SERVICES
FINANCIAL SERVICES
CLOUD ERP-ENABLED
BUSINESSES
£750m
ARR opportunity
£1b+
ARR opportunity
£1b+
ARR opportunity
Tailwinds from compelling market drivers
DIGITAL
TRANSFORMATION
Typical medium-sized firms can
improve profit by 10%+ by
improving document control
and workflow efficiency.
67% of accountants expect the
cloud to change their role in the
next 10 years.
PRIVACY LEGISLATION
MOBILITY
Relentless proliferation of
international and state-based
privacy regulation.
68% of firms concerned about
impact of regulation.
Global acceleration of work-
from-anywhere
CYBER SECURITY
ESG
RECESSION RESILIENCE
17.5% annual increase in
corporate data security spend.
89% of accountants consider an
understanding of digital / cloud
technology to be critical to their
future.
Global drive to reduce paper
use and associated storage cost
Heightened governance
requirements require tools to
comply
Infrastructural products and
generally resilient end market
OUR STRATEGY
18
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 market.
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.
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. New customers and markets. 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. Expansion. With access to a growing base of over 75,000 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 comes 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. Retention. 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. CEO’S REVIEW
19
Since IPO, GetBusy has achieved over 18% compound annual growth
in ARR. Over 95% of our revenue is recurring in nature – amongst the
highest in the UK market. 2022 was GetBusy’s third consecutive year
of cash generation and our first year of positive Adjusted EBITDA. Our
business model has enabled us to achieve growth since our IPO in a
cash neutral fashion – we raised £3m in 2017 and, 5 years on, we have
£3m of cash. Our markets are large and under-penetrated and we
solve real-life, practical problems for our customers, making our
products sticky. Against the current difficult economic backdrop,
never has the relevance of our products been more apparent as we
help customers to be efficient and secure in the face of rising costs.
Our strategy of investing for long-term, sustainable growth from a
stable platform with excellent visibility is validated.
Growing recurring subscription revenue remains our key focus.
The reliable and predictable revenue run rate from software
subscriptions provides a solid foundation for mid- to long-term
planning. Our high gross margins, strong customer retention rates
and the favourable working capital profile arising from a high
proportion of customers paying annually in advance, de-risk the
investments we can make to drive future growth. Our business
model, allows us to double down responsibly on growth investment
in an otherwise cautious macro-economic environment, building a
highly valuable base of customer cashflows that have annuity
characteristics.
As we move into 2023, we are setting up the business to capitalise on
the market opportunity with a clear focus on accelerating our
customer acquisition, which ultimately underpins long term growth.
We are making significant investments in our US sales and marketing
operations for SmartVault, to strengthen its already robust position in
a highly attractive market, and in the UK we are leveraging the
substantial enterprise experience from Virtual Cabinet to penetrate
the ERP space with Workiro.
We are excited to begin this next chapter in our growth story.
“
Our strategy of investing for
long-term, sustainable growth
from a stable platform with
excellent visibility is validated.
CEO’S REVIEW cont.
27% growth in recurring revenue – predictable,
scalable and valuable
Recurring revenue growth in 2022 was driven by
continued execution against the Group's consistent
growth strategy: new customers and markets, customer
retention, monetisation and product expansion.
ARR grew 16% at constant currency to £19.2m (2021:
£15.8m), through a combination of new customer
acquisition, strong customer retention rates and
improved pricing within our established products.
Predictable
Users were up 2% to 75,058 with new business
contributing significantly to this growth. Predictability is
key to our customer acquisition model; we have
consistently returned more than £4 in customer lifetime
value for every £1 spent on acquiring a new customer.
Once acquired, our customers tend to be sticky: gross
churn is resilient, averaging 0.9% per month, an
improvement on 2021 (1.0%) despite the anticipated
increase arising from higher monetisation.
ARPU was up 13% at constant currency to £256. The size
of our customer base enables us to draw valuable
insights from users, informing product development
and the retention activities of our customer success
teams. That insight also proves the value of the
productivity benefits delivered to our customers,
enabling us to set fair prices for our new and existing
clients with confidence. These price movements have
been the core driver of ARPU in 2022, contributing
£2.4m in ARR over the year from both the SmartVault
and Virtual Cabinet products.
Our strong net revenue retention of 100.2% per month
(2021: 99.8%) – meaning revenue from our customer base
on average grows each month before the addition of
new customers - provides us with outstanding visibility
over near-term growth, built from a very stable
foundation of predictable recurring revenue.
The absence of significant customer concentration
contributes to the reliability of revenue generated from
our customer base; no single client accounts for more
than 2% of revenue.
20
£19.2m
20
18
16
14
12
10
8
6
4
2
0
2018
2019
2020
2021
2022
Annualised MRR
80,000
75,000
70,000
65,000
60,000
55,000
50,000
75,058
2018
2019
2020
2021
2022
Paying users
£300
£280
£260
£240
£220
£200
£180
£160
£140
ARPU
2018
2019
2020
2021
2022
CEO’S REVIEW cont.
Scalable
The professional and financial services markets that
the Group targets are large and under-penetrated.
GetBusy’s software portfolio adds a productivity layer
to core business applications, simplifying workflows,
improving productivity, enhancing security and
delighting clients. With the strong and enduring
tailwinds of digital transformation, privacy legislation,
mobility and cyber security, these supportive market
dynamics will provide substantial growth
opportunities for the Group for years to come. Many
organisations are still very early on their software
automation or optimisation journeys, and the depth of
our expertise within these markets positions us well to
provide an ever-increasing set of solutions to
customers on that journey.
Our strong LTV:CAC ratio of 4:1 (2021: 4:1) allows us to
increase our customer acquisition spend with a high
degree of confidence in the anticipated returns.
Typically, more than 65% of our direct customers elect
for contracts that are paid annually in advance,
providing us with structural working capital benefits
that fund additional investment in growth. Our high
gross margin of 89.9% (2021: 91.6%) means there are
minimal incremental operating costs from acquiring
new customers, which in the long term leads to
substantial operating leverage and cash generation.
The strength of our integrations with core business
applications, such as practice management or tax
preparation software, contributes to our healthy
customer retention. Those integrations also provide
channel opportunities for us, enabling us to leverage a
partner’s access to well-defined customers, improving
customer acquisition scalability. Major new partners
signed in 2022 include Right Networks, which has an
installed base of over 8,500 accounting firms, and
Turnkey IPS, the leading insolvency practice
management provider. SmartVault’s partnership with
Right Networks was launched commercially in
December, with the first customers now onboarded,
and we anticipate traction to build in that channel
throughout 2023.
Channels are also a key part of our customer
acquisition strategy for our emerging products
Workiro and Certified Vault, with the former
increasing the number of NetSuite value-added
reseller partners to 8 during 2022.
Valuable
GetBusy focuses on the professional and financial
services markets, with over 70% of revenue derived
from the accountancy sector. These markets have
remained buoyant during 2022 and historically have
proved relatively resilient in the face of significant
economic uncertainty. The battle to recruit and retain
professional talent, and the well-documented related
inflationary challenges, will drive increased adoption
of productivity and automation tools. The insolvency
sector, a key growth area for GetBusy, is expected to
become particularly active as the strain of three years
21
of extraordinary financial pressures takes its toll on
vulnerable sectors and practitioners increasingly
adopt fixed-fee models, providing a catalyst for
efficiency improvements.
The degree to which our products are embedded in
our customers’ everyday workflows, and integrated
into other mission-critical applications, contributes to
our low churn rates and high levels of net revenue
retention. This leads to a subscription revenue base
that has valuable annuity characteristics; the Group’s
customer base at its initial public offering in 2017
generates more ARR today than it did then as a result
of strong retention, increased penetration, revenue
expansion from upsell and price uplifts. Over time
these revenue streams underpin highly profitable
businesses, something we have evidenced with the
more mature parts of our business achieving
comfortably over 40% Adjusted EBITDA margins.
This high-quality customer base has considerable
strategic value. Through over 20 years of product and
brand development, we have, through our portfolio of
innovative products, built leading positions in
attractive markets with high barriers to entry.
Transaction multiples paid within the broader
professional services software market validate the
importance of those customer relationships and how
selling additional products to those customers can
create significant value over the long term. Our
continuing investments in additional capabilities are
made with this in mind. Over the longer term, we
expect our emerging products, including Workiro and
Certified Vault, to contribute more meaningfully to
growth as the products mature and brand recognition
is established.
Current trading and outlook
Our balance sheet is strong. Our markets are resilient.
Our products solve relatable, practical problems. Our
customer base is sticky. Our revenue is highly
predictable.
This enables us to continue to reinvest incremental
revenues into acquiring new customers and delivering
additional value to existing customers, to sustain
double-digit ARR growth over the long-term.
The strong ARR momentum from 2022 has continued
into 2023, with robust January trading. We have
started to scale our investments in customer
acquisition, including in sales and marketing heads, in
both the US and UK and we expect those investments
to deliver meaningful returns over the medium-term.
The Board is tremendously excited about the Group’s
prospects to deliver exceptional shareholder value
over the long-term, and looks forward to the future
with increasing confidence.
FINANCIAL REVIEW
22
2022
2021
Change
(reported
currency)
Change
(constant
currency)
ARR at 31 December
Recurring revenue
Total revenue
Adjusted EBITDA
Adjusted loss before tax
Paying users at 31 December
ARPU at 31 December
Net revenue retention
Established products
£19,240k
£18,281k
£19,293k
£692k
£(746)k
75,058
£256
100.2%
SmartVault and Virtual Cabinet have clear leading
positions in their respective markets.
SmartVault has particular strength within the SME
accounting and tax space in the US, a market which
we estimate to exceed $250m in ARR. SmartVault is
the only fully-integrated cloud document
management provider for Intuit’s leading Lacerte and
ProSeries tax preparation products; the workflow
productivity benefits from this tight integration lead
to outstanding customer retention rates, typically five
times better than for the broader customer base.
SmartVault’s product development continued apace
during 2022. Our recently released e-mail capture
capability was iterated, and we introduced custom-
branded e-mail messaging, a significantly updated
and refreshed user interface, an overhaul of some of
the features for account administrators and the beta-
release of the form-fill and quoting technology
integrations. These developments help us to retain
clients and create distinctive points of value that allow
us to price and package the product effectively,
creating upgrade paths for customers. Feedback
from beta customers on the form-fill and quoting
technologies has been positive – particularly in the
case of form-fill– and we have subsequently moved
into general release, with revenue contribution
expected to become impactful in 2024.
Virtual Cabinet further enhanced its position in the
insolvency sector, creating integration partnerships
with Turnkey IPS, the leading practice management
provider, and Postworks, the digital mailroom
provider, both of which are key players in the sector.
This position is strengthened through Virtual Cabinet’s
integration with Workiro, providing a clear path for
customers embarking on their cloud journey whilst
retaining the class-leading capabilities of Virtual
Cabinet and its deep integrations into a wide range of
core professional applications.
£15,828k
£14,343k
£15,448k
£(510)k
£(1,222)k
73,352
£216
99.8%
22%
27%
25%
19%
n/a
39%
2%
n/a
16%
21%
19%
13%
As well as a refreshed user interface and branding for
Virtual Cabinet, next-generation search capabilities
were developed and launched together with user
analytics, improved OneDrive integration and
improved document retention capabilities.
The Workiro technology is also proving to be an
attractive cloud pathway for many Virtual Cabinet
customers, with substantial overlap between the
requirements of the ERP market and Virtual Cabinet’s
established and target customer base.
Emerging products
Our emerging products provide further growth
potential for the Group. Each addresses a validated
productivity need within a clearly identified and large
market that shares the favourable characteristics and
helpful tailwinds of our core professional services
markets.
Workiro provides intuitive document management,
task, communication and approval capability,
targeted at users of ERP systems, with an initial focus
on Oracle’s NetSuite application, into which Workiro is
deeply integrated. NetSuite’s installed base of over
33,000 enterprise customers provides a considerable
market opportunity for Workiro, with the broader
cloud ERP market being significantly larger.
Workiro established a presence within the NetSuite
ERP space during 2022, signing 8 reseller partners and
winning SuiteCloud International Partner of the Year
at the key SuiteWorld event. We expect our channel
partners to contribute significantly to a scalable
customer acquisition model over the long term,
complementing our direct strategy. Given the typical
size of many ERP-using businesses, moving into 2023
we have consolidated our customer acquisition efforts
for Workiro and Virtual Cabinet, leveraging the latter’s
substantial enterprise experience and generating
operational efficiencies as Workiro starts to scale.
FINANCIAL REVIEW cont.
23
Certified Vault was introduced into the asset finance
market in the US in 2021, providing secure custody of
electronic chattel paper on behalf of secured lending
institutions. Following an encouraging start towards
the end of 2021, we tempered customer acquisition
during 2022 while we further develop and prepare the
product, and the surrounding operational
infrastructure, for the rigorous security and
compliance demands of the larger financial services
market. This essential work, which will create a very
solid and sustainable foundation for Certified Vault in
what is a large, highly attractive and under-served
market, is progressing well. We expect to complete
the first of our major security certifications for the
market by early H2 2023, with the second, more robust
certification by the end of the year. Ultimately this
work should allow us to develop sales channels
through asset finance providers, providing a high
degree of scalability to the model. In the meantime,
acquisition of smaller end customers in the space is
allowing us to refine the product and our operational
processes.
Income statement
Recurring revenue grew 27% (21% at constant
currency) to £18.3m (2021: £14.3m), reflecting the
strong ARR momentum carried forward at the start of
the year and the subsequent ARR growth, in particular
from the fair-price monetisation efforts in the UK and
US.
US recurring revenue growth was strongest in the
year, up 55% (35% at constant currency) to £9.5m
(2021: £6.1m), entirely driven by SmartVault, in which
solid customer acquisition was supported by excellent
monetisation and improved churn. Growth in the UK
was 7% to £6.7m (2021: £6.3m); the introduction of
Virtual Cabinet Unlimited, our “all-in” pricing plan, and
the migration of a large proportion of customers to
that plan. Australia and New Zealand, in which our
products are well-penetrated, was up 5% at £2.0m
(2021: £2.0m), and the region remains strongly
profitable for the Group.
Non-recurring revenue of £1.0m was, as expected,
down a little compared to 2021 following the effective
completion of the process to convert older Virtual
Cabinet customers onto pure SaaS models. Total
revenue was up 25% (19% at constant currency) to
£19.3m (2021: £15.4m).
Gross margin of 89.9% (2021: 91.6%) reflects the greater
proportion of revenue from our cloud products, most
notably SmartVault, as opposed to on-premise
products for which there is very little cost of sale.
SG&A costs of £13.5m (2021: £11.6m) reflect a number of
investments across the business to underpin future
growth and improve the infrastructure of the Group to
support additional scale. This includes investments in
customer acquisition teams across the Group,
customer success teams, which drive customer
retention and expansion revenue campaigns, and a
professionalisation of our cyber security and
operations capabilities. We continued to build out our
product development functions to support capability
improvements across the Group, and developer costs
of £4.6m were 20% higher (2021: £3.8m), partly due to
currency but with additional investment mostly in the
US.
£1.4m of development costs were capitalised (2021:
£0.7m), including a variety of capability
enhancements across Virtual Cabinet and SmartVault
and elements of the core application builds for
Certified Vault and Workiro. The increase compared
to 2021 is a result of Workiro, for which no costs were
capitalised prior to 2022, and which met the criteria
for capitalisation under IAS38 Intangible Assets during
the year.
Adjusted EBITDA was £0.7m (2021: £(0.5)m), whilst
Adjusted Loss, which is stated before development
capitalisation, was £(0.7)m (2021: £(1.2)m).
The reduction in depreciation and amortisation to
£0.6m was principally a result of a change to the
useful economic life of capitalised development costs
to 5 years (previously 3 years), following a
management review; the longer life better reflects the
software development and commercial lifecycles of
the Group.
Share option costs were a little lower at £0.3m (2021:
£0.4m) following the conclusion of the vesting period
of some of the options during the year, with no new
grants made. The credit for employment taxes due on
the exercise of options of £0.1m (2021: charge of
£0.3m)is ultimately is linked to the Company’s share
price, which is used in the calculation of the provision.
Non-underlying costs of £0.4m (2021: £0.4m) comprise
corporate restructuring costs of £0.2m together with a
£0.2m increase in the provision for potential historic
sales tax liabilities in certain jurisdictions in the US.
The restructuring will be completed in H1 2023 and
creates separate intermediate holding company
structures and trading companies for each of the
Group’s businesses and management support
functions. The Group’s registrations for sales tax in the
relevant US jurisdictions are now largely complete and
settlements are expected to be made in H1 2023. No
further material costs are expected in 2023.
Non-lease finance costs relate solely to the Group’s
debt facility with Silicon Valley Bank and include an
accelerated amortisation of residual capitalised facility
fees as a result of the cancellation of the facility on 28
February 2023 and subsequent replacement with a
£2million unsecured facility from a director.
The loss before tax was £0.5m (2021: £2.3m). The tax
credit of £0.6m (2021: credit of £0.8m) reflects the
expected UK research and development tax credit
offset by overseas tax payable in Australia and New
Zealand.
FINANCIAL REVIEW cont.
24
Cashflow and working capital
2022 was the third straight year of net cash inflows,
achieved despite the Adjusted Loss before Tax of
£(0.7)m. Key cash movements in 2022 included:
• Deferred revenue increased by £1.2m 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 £0.4m, due
to a combination of smaller factors;
•
• Net tax receipts were £0.7m, with UK research and
development credits offset by tax payments in
Australia and New Zealand; and
• Capital expenditure (excluding capitalised internal
development costs) was £0.5m (2021: £0.3m), with
the increase due mostly to additions to purchased
software, mostly from enhancements to the
DocDown and Quoters technologies
commissioned from the vendors of those assets.
Cash at 31 December 2022 was £3.0m, an increase of
£0.3m from 31 December 2021.
Loan facility
The £2m secured revolving credit facility with Silicon
Valley Bank remained entirely undrawn during the
year. On 28 February 2023, this facility was cancelled
as certain covenants contained within it were no
longer considered to be appropriate for the Group’s
growth strategy. In its place, the Group entered into a
4-year £2m unsecured credit facility with Clive Rabie, a
non-executive director. Under the facility, interest is
charged on drawings at a margin of 6.0% above the
Bank of England base rate. An availability fee of 75%
of the margin is payable on undrawn amounts. The
facility contains covenants related to the Group’s ARR,
which must remain above £18.0m and grow at no less
than 5.0% annually.
The new facility remains undrawn at the date of this
report.
Balance sheet
The £1.4m increase in intangible assets in 2022 to
£2.5m is a result of both higher capitalised
development costs, as a result of Workiro
development meeting the capitalisation criteria for
the first time, and lower amortisation following a
change to the useful economic life of the Group’s
development costs from 3 years to 5 years. Purchased
software, mostly associated with the technology
acquisitions of DocDown and Quoters and the
implementation of a new billing system for
SmartVault, also contributed to the increase.
Right of use assets decreased in the year to £1.2m,
mostly as a result of the continued use of the Group’s
existing office facilities.
Trade and other receivables increased by £0.2m to
£2.1m as a result of an increase in prepayments and
the impact of a stronger USD. The current tax
receivable of £1.1m relates to the UK research and
development tax credit due for the 2022 financial year,
with £0.5m of tax payable or refundable in the UK,
Australia and New Zealand, which is recorded within
current liabilities.
The £0.4m increase in trade and other payables is
chiefly the result of higher accruals, including for
historic US sales taxes. Additionally, trade payables
were £0.3m higher due to the timing of invoicing from
suppliers.
Deferred revenue, which is mostly derived from
annual subscriptions paid in advance has increased by
£1.2m to £6.7m, driven mostly by the increase in
recurring revenue.
The lease liability of £1.5m relates to our Cambridge
and Houston office premises.
Over the course of 2022, 98,412 new shares were
issued as a result of the exercise of share options.
Future developments
On a constant currency basis, the Group expects to
deliver sustained double-digit growth in recurring
revenue. Non-recurring revenue is expected to
comprise an ever decreasing proportion of total
revenue as the focus remains firmly on subscription
revenue streams.
Over 50% of the Group’s recurring revenue is
denominated in USD. Material fluctuations in
prevailing exchange rates can have a material impact
on reported revenue growth, although the Group has
no material transactional currency exposure.
Gross margins will continue to trend slightly
downwards, reflecting product mix, with the Group’s
high-margin Virtual Cabinet product becoming a
smaller part of the overall mix. The additional
investments in sales and marketing across the Group
are expected to have a c. £1m impact on the cost base
during 2023.
Two factors will likely influence the cashflow profile of
the Group in the medium term.
•
The UK is reforming its regime for research and
development tax credits, making the scheme less
favourable for smaller companies. This is likely to
reduce the typical tax credit available to the Group
by around 50% from 2024 onwards.
• Whilst around 75% of new customers pay annually
in advance for their subscription, certain new
channel partnerships have been negotiated on the
basis of monthly payments, to reflect the partners’
model with end users. This may reduce the
cashflow benefit typically obtained through
deferred revenue, although it is still expected that
the Group’s direct customers will retain the
favourable cashflow profile.
THE BOARD
25
Dr Miles Jakeman AM
Non-executive chairman (independent)
Appointed July 2017
Member – Audit committee
Member – Remuneration committee
Miles is the co-founder of the Citadel Group Limited (CGL), a Canberra start-up that listed on the
Australian Stock Exchange in November 2014 and sold in 2020 for over £284 million.
He has regularly advised senior business leaders and government officials, including
representing countries in ministerial level forums. His key skills cover business strategy, program
management, security risk management and staff development.
Miles was appointed as a Member of the Order of Australia (AM) for significant service to
business, to national security and to the community.
Daniel Rabie
Chief executive officer
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.
Paul Haworth
Chief financial officer
Appointed April 2018
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 has responsibility for finance, operations, IT, cyber
security and investor relations.
Paul is a chartered accountant and holds a degree in Astronomy from University College London.
THE BOARD cont.
26
Nigel Payne
Senior independent director
Appointed July 2017
Member – Audit committee
Chairman – Remuneration committee
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 Huberman
Non-executive director (independent)
Appointed March 2020
Chairman – Audit committee
Member – Remuneration committee
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 Rabie
Non-executive director
Appointed June 2017
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 December 2022 Clive was the Chief Executive Officer and then Managing
Director of Reckon and now continues as its Chairman.
Clive has a Bachelor of Commerce from the University of Cape Town.
GOVERNANCE
27
Put simply, the Board’s job is to ensure we’re doing
the right things - by our shareholders, our
customers, our suppliers, our people and our
neighbours.
Our
competitive
edge
The Board sets the direction of the Group,
regularly reviews that the direction remains the
right one and ensures that resources are procured
and deployed appropriately to move in that
direction.
As chair, I lead the Board and it is my role is to
ensure that the Group’s corporate governance
model is properly selected, implemented 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 ensure that accurate, timely and clear
information is received by the rest of the Board
and that there is a good flow of information
between senior management and the Board. I am
a non- executive director, so I am not involved in
the day-to-day running of the business which
enables me to make independent decisions.
The Board is also responsible for monitoring that
the Group’s culture is consistent with the
Company’s objectives, strategy and business
model. Each Board meeting includes a discussion
of people and culture, and Board members make
regular visits to the Company’s offices to hold
discussions with a wide variety of staff, including
the Chief People and Culture Officer, to monitor
and promote a healthy corporate culture.
We have elected to adopt the Quoted Companies
Alliance Corporate Governance Code (“QCA
Code”). We believe this provides an appropriate
framework for smaller growth businesses in which
the application of good governance needs to be
sensitive to the need to foster an entrepreneurial
dynamism.
Below we address each of the 10 principles of the
QCA Code and their application within GetBusy.
We welcome feedback from shareholders and
those seeking to invest on our governance
arrangements and how we communicate them; if
you would like to share your views or have any
queries, please contact us via the online form at
www.getbusyplc.com
Dr Miles Jakeman AM
Chairman
GOVERNANCE cont.
28
Principle 1
Strategy
Principle 2
Shareholder
needs
Establish a strategy and business model which promote long term value for
shareholders.
Our aim is to create long-term value for shareholders by promoting growth in high-quality,
recurring subscription revenue. Subscription revenue is highly predictable and
sustainable, providing an exceptionally stable platform from which to invest for growth.
Recurring revenue is also highly valuable, generating significant free cash flow as the
business matures.
The markets in which we have elected to operate are strategically very valuable, with
strong customer retention rates, a high resilience to economic turbulence, and robust
underlying growth drivers. Nevertheless sustaining growth is and will remain our key
execution challenge that requires constant iteration of our core processes.
To promote sustained growth over the long term, we invest appropriately in the continued
improvement of our established products as well as in new capabilities to serve new
markets with similarly high-value characteristics. These technology underpinnings enable
us to grow recurring revenue through a combination of new customer growth and
expansion of our product footprint within existing customers.
Seek to understand and meet shareholder needs and expectations
We engage with shareholders in various ways, including:
• A comprehensive dedicated investor relations website and news distribution list;
• Regular (at least biannual) face-to-face meetings with our major shareholders;
• Ad-hoc meetings with prospective and existing shareholders as appropriate;
• Hosting an open AGM, providing access to all members of the Board;
• Presenting at investor conferences both in person and online;
• Liaising with advisers, including the Company’s retained broker, to gauge shareholder
sentiment.
The Company’s CEO and CFO lead regular investor interactions, and the Chairman and
sub-committee chairs meet with individual shareholders as necessary, typically on matters
of governance.
Take into account wider stakeholder and social responsibilities and their implications
for long-term success
Principle 3
Wider
responsibilities
Our business model relies on our relationships with customers, staff, suppliers, integration
partners and channel partners. We also take seriously our social, environmental and
ethical responsibilities to the local and national communities in which we operate.
One of the GetBusy core values is that every customer experience must include a smile;
this really means something to everyone in our business. We regularly obtain direct
feedback from our customers, responding quickly to any areas in which we fall short. We
quantify all feedback received, and this is reported on a regular basis to the leadership
team. Each product iteration has its origins in customer feedback.
To execute our strategy, it is critical that we have the right people and that we develop,
motivate, reward and retain them. The responsibility for this mainly falls to our People and
Culture team who are well-embedded within the business. The team build, implement
and maintain frameworks in areas such as talent acquisition, succession, learning and
development, career progression, reward and recognition, engagement and the
promotion of an inclusive, meritocratic culture.
We encourage our people to play active roles in their communities and to enrich the lives
of others, both as individuals and through their work.
Overall, our business is not reliant on any individual supplier. Feasible alternatives exist for
most of the technologies and services 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. This may take the form of collaborative
marketing, hosting joint product demonstrations or face-to-face meetings.
GOVERNANCE cont.
29
Principle 4
Risk
management
Embed effective risk management, considering both opportunities and threats,
throughout the organisation
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 are disclosed in our Annual Report.
Risk management is a continuous process. In accordance with ISO 31000:2018 and,
notwithstanding the principal risks previously highlighted in our most recent Annual
Report, we will continue to review and modify these as necessary. Any material changes
will be disclosed in our regular reporting updates to market. Further information about
our risk management process is found on page 31.
Maintain the Board as a well-functioning, balanced team led by the Chair
Principle 5
Well-
functioning
Board
The Board comprises a non-executive independent Chairman, 2 executive directors (the
CEO and CFO) and 3 non-executive directors, of whom 2 are independent. One of the
independent non-executive directors is nominated as the senior independent director.
See pages 25 and 26 for which directors are considered independent.
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.
Typically, the Board holds 6 to 8 formal full meetings each year, with additional calls and
committee meetings as required. During 2022 all directors attended all Board meetings
and all Committees of which they are a member.
Ensure that between them the directors have the necessary up-to-date experience,
skills and capabilities
The members of our Board have a variety of skills and experience that collectively provides
an excellent balance.
Skillsets represented include, but aren’t limited to, high growth companies, product
management, user experience, enterprise software, digital marketing, risk management,
cyber security, UK public market and regulatory landscape, start-ups, scale-ups, financial
management, investor relations and governance.
On appointment, new Directors are offered an induction and training considered
appropriate by the Board.
The Directors receive briefings at Board meetings on regulatory and other issues relevant
to the Group and its business sector and may attend external courses to assist in their
professional development.
Principle 6
Director skills
and experience
Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement
Principle 7
Continuous
improvement
The Board typically reviews its performance annually with an anonymised survey collated
by the Company Secretary for which results are shared and discussed with the entire
Board. The Chairman is responsible for agreeing an action plan to improve the Board’s
performance. During the last review, no material improvements were identified.
GOVERNANCE cont.
30
Principle 8
Corporate
culture
Principle 9
Governance
structures
Promote a corporate culture that is based on ethical behaviours and values.
The values of GetBusy are bold and clear. They are the guiding principles to the way we run
our business and make decisions.
So far as possible, we ensure that these values are visible through our recruitment
processes, internal communications and management style, corporate reports and
external announcements.
We expect that the Board and leadership team demonstrate these values in their work,
setting the example for others. Our policies and procedures are designed with these values
at their core.
Maintain governance structures that are fit for purpose and support good decision-
making by the Board
The Chairman’s role and responsibilities have been described previously.
The CEO’s primary responsibilities include:
•
•
• Lead the senior management team in implementing GetBusy’s strategy and delivering
To develop GetBusy’s strategy for consideration and approval by the wider Board;
To provide cultural leadership, setting and modelling expected behaviours; and
operational objectives.
The CFO leads communications with current and prospective shareholders and also serves
as the company secretary; this is considered appropriate for and is commonplace within
companies of our size. 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 any nonaudit services. The audit
committee reviews and reports to the board on any significant reporting issues, estimates
and judgements made in connection with the preparation of the company’s financial
statements. The audit committee is chaired by Paul Huberman and its members include
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 include Miles
Jakeman and Paul Huberman.
Principle 10
Communication
Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders.
The Group’s principal governance arrangements are described within this statement, with
any additional narrative provided in the Group’s Annual Report. The chairman discusses
governance arrangements routinely with significant shareholders, usually annually ahead
of the Company’s Annual General Meeting but at other times if necessary.
The Group’s performance is disclosed regularly via regulatory filings and related
presentations and announcements. Results are discussed with shareholders every 6
months.
31
Companies
Act s172
statement
GOVERNANCE cont.
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 and
involves gathering market and business information, scenario planning and the
application of experience and knowledge of current affairs by members of the Board.
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. Each Board meeting
includes a discussion around people and culture matters, information from which is used
within decision-making processes at Board level. An overview of our people and culture
initiatives is provided on page 8.
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 28. 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.
During 2022, the Board’s key decisions were the review and confirmation of the Group’s
growth strategy and the implementation of appropriate employee incentive structures to
support that strategy. During this process, the Board reviewed a variety of information
from management around the market opportunity, relationships with key partners and
customers and the execution risks, and consulted with a variety of the Company’s largest
shareholders to ensure alignment.
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.
Risk
management
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 2022, the Group’s risk landscape has remained broadly similar to 2021.
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.
RISK MANAGEMENT
32
Risk
category
Strategic
Strategic
Legal /
regulatory /
reputational
Commercial
Description of
risk
Relevance to
strategy
Potential
consequences
Mitigating controls
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.
Slowing revenue
growth or
revenue decline.
Significant
customer churn.
Reduction in
achievable selling
price.
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.
Reduction in
revenue growth
or revenue
decline. Increased
costs of acquiring
new customers or
maintaining
existing
customers with
certain product
integrations.
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.
Development and
integration of Workiro into
Virtual Cabinet.
Rigorous security
programme, including
ethical hacking and
penetration testing. Clearly
documented internal
procedures for protecting
client data. Designated Chief
Information Security Officer
to manage the Group’s
ongoing data protection
activities.
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.
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.
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.
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.
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.
Virtual Cabinet
contributes
meaningfully to
the Group’s
recurring revenue.
The security and
reputation of our
products is an
important part of
attracting new
business and
retaining existing
customers.
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.
RISK MANAGEMENT cont.
33
Risk
category
Description of
risk
Relevance to
strategy
Potential
consequences
Mitigating controls
Operational
Financial
Operational /
reputational
Strategic
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 loss-
making at the
adjusted level.
Whilst over the
course of a year
the Group is cash
neutral, intra-year
fluctuations can
be significant. 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.
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.
Any misalignment
with key
shareholders on
the Group’s
strategy and
remuneration
policies could
impact the ability
of the Group to
retain senior
management.
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.
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.
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.
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 existing
and potential funding
providers including debt and
equity providers.
The security,
quality and
reliability of our
products is an
important part of
attracting new
business and
retaining existing
customers.
The Group’s
strategy has been
developed by
senior
management in
collaboration with
the Board and
senior
management
align the business
to execute that
strategy.
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
Misaligned
incentivisation or
loss of senior
management
could cause
disruption to the
business and its
culture,
uncertainty
among the
Group’s staff and
potential loss of
confidence from
investors.
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.
Regular dialogue between
the Chairman, executive
directors and non-executive
directors with a range of key
shareholders. Commission of
independent remuneration
advice by the Group’s
Remuneration Committee.
REMUNERATION REPORT
34
I am pleased to present the Report of the
Remuneration Committee for 2022.
The Committee
Our
competitive
edge
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.
The Committee meets formally at least twice a
year and has responsibility for setting the Group’s
general policy on remuneration and also specific
packages for individual directors. The Committee
is also responsible for structuring non-executive
director pay, which is subject to approval of all
independent directors and oversight from the
board including the executive directors. The
Committee receives internal advice from executive
directors and external advice from remuneration
consultants where necessary. The Committee also
makes recommendations to the board concerning
the allocation of long-term incentive awards to
senior management. The Committee’s terms of
reference are available for public inspection on
request.
Other members of the board of directors are
invited to attend meetings when appropriate, but
no director is present when his or her
remuneration is discussed.
Remuneration policy
Our policy is to align the remuneration of
executive directors and the senior management
team with the creation of long-term value for
shareholders. To this end, non- salaried executive
remuneration potential is performance-based 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.
REMUNERATION REPORT cont.
35
Key considerations of the Committee during 2022
During 2022, the Committee considered the following
specific items:
•
•
•
•
•
•
•
Review of the fairness of awards across all
employees, including an analysis of gender
diversity and the availability of inclusive career
development opportunities;
Agreement of the bonus payments made to
senior management in relation to performance in
2021;
Review of the ongoing appropriateness of
annualised recurring revenue (“ARR”) as the key
performance measure for the Group, given its
growth strategy, including consideration of
alternative measures for incentivisation;
Agreement of the remuneration proposals,
including base salary and short-term incentive
structure, for the executive directors and senior
management for 2022;
Consideration of the introduction of a Cash
Distribution Plan, incentivising returns to
shareholders that are materially in excess of the
Group’s current market capitalisation;
Remuneration proposals for the directors for 2023;
and
Engagement with PwC to provide advice on the
design of a proposed Cash Distribution Plan.
2022 remuneration
Remuneration for executive directors in 2022
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 2022 were set by the Committee in
December 2021.
The 2022 annual bonus plan for executive directors
was agreed in December 2021 following the approval
of the 2022 budget. The level of performance bonus
was primarily dependent on growth in the Group’s
ARR, recorded at constant exchange rates, as at 31
December 2022. Bonus started to accrue if the
Group’s ARR growth exceeded 10.0%, with the
maximum amount payable if the Group’s ARR growth
was 20.0% or higher. The cash performance bonus
was a percentage of salary. Daniel Rabie’s maximum
performance bonus for 2022 was 125% of salary and
Paul Haworth’s was 100%. The percentage of salary
actually payable in respect of 2022 for Daniel Rabie
was 72.4% and for Paul Haworth it was 57.9%.
Our
competitive
edge
Non-executive directors are paid a basic fee, which
may include a supplement for any sub-committee
responsibilities. In 2022, non-executive director fees
were denominated in GBP, although may have been
paid in local currency.
The 2022 remuneration for each director is set out in
the table below.
The Committee concluded that the executive’s short-
term reward structure was fair when considered
against other employees in the Group and against
relevant market comparators. However as an overall
remuneration package, the existing EMI Share Option
Plan and Value Creation Plan had weaknesses that
needed to be addressed, particularly given:
•
•
•
•
The importance of the executive being incentivised
to achieve longer-term targets that maximise
shareholder returns;
The company’s trending share price range;
The risks to the business if the executive left the
business; and
The importance of strategic alignment and
allocation of capital across the Group such that all
of the team’s key personnel are keenly focused on
the same priorities.
£’000
Daniel
Rabie
Paul
Haworth
Miles
Jakeman
Nigel
Payne
Paul
Huberman
Clive
Rabie
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Salary
250
236
200
189
56
44
40
39
40
39
39
38
Pension
Benefits
Bonus
Total
44
2
181
477
24
1
295
556
31
2
116
349
19
1
189
398
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56
44
40
39
40
39
39
38
REMUNERATION REPORT cont.
36
Long-term equity incentives
Following feedback from PwC on the appropriateness
of the existing long-term equity incentives, the
Committee decided to supplement the EMI Share
Option Plan and the Value Creation Plan with the
Cash Distribution Plan, each of which is described
below.
EMI Share Option Plan
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 EMI Share
Option Plan vested in full in January 2023.
Value Creation Plan
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.
The table below shows the maximum potential
options that may vest to the executive directors under
the EMI Share Option Plan and VCP.
Cash Distribution Plan
On 28 February 2023 the Company introduced the
2023 GetBusy Cash Distribution Plan to incentivise
and reward significant realised value creation for
shareholders (“CDP”). Daniel Rabie and Paul Haworth
are participants in the CDP.
In designing and implementing the CDP, the
Committee took advice from PwC, a remuneration
consultant, as well as consulting with the majority of
the Company’s institutional shareholders, who all
supported its implementation.
Awards under the CDP vest if the Company makes a
gross cash distribution to shareholders in excess of
£70million and up to £150million within a 7 year
period from the implementation date of the plan. An
adjustment is made to the value of any award under
Our
the CDP to take account of any vested share options
that have previously been exercised by the
competitive
participants, thereby preventing participants
benefiting from both the CDP and a distribution in
edge
respect of any exercised share options.
At a gross cash distribution of £70m (the “Entry
Point”), the award paid to Daniel Rabie under the CDP,
the VCP and the EMI Chare Option Plan would be
£5.0m and the award paid to Paul Haworth would be
£1.75m. These amounts are based on the approximate
values that, absent the CDP, would otherwise be paid
on the participants’ fully vested and exercised share
options.
Above the Entry Point to a gross cash distribution of
£120m (the “Target Point”), the participants earn a
linearly increasing share of the incremental
distribution above the Entry Point. Daniel Rabie’s
share increases from 7.0% at the Entry Point to 15.0%
at the Target Point. Paul Haworth’s share increases
from 2.5% at the Entry Point to 10.0% at the Target
Point. Above the Target Point, the share of the
incremental gross cash distribution earned remains at
15.0% for Daniel Rabie and 10.0% for Paul Haworth up
to a maximum award payable at a gross cash
distribution of £150m (the “Stretch Point”).
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 (now
fully vested)
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 (now
fully vested)
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
REMUNERATION REPORT cont.
37
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.
2023 remuneration arrangements
Daniel Rabie’s 2023 base salary is £257,500 (2022:
£250,000). Paul Haworth’s 2023 base salary is
£206,000 (2022: £200,000). 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 2023. The level
of performance bonus will be dependent on the
Group’s ARR at 31 December 2023. 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 2023.
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 Daniel Rabie’, the maximum
performance bonus for 2023 is 125% of salary. Paul
Haworth’s maximum performance bonus for 2023 is
100%.
Our
competitive
edge
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 2022, the Directors had the
following beneficial interests in the Company’s shares:
Number of shares held
Daniel Rabie
Paul Haworth
Miles Jakeman
1,570,789
150,000
289,610
Nigel Payne
-
Paul Huberman
50,000
Clive Rabie
9,243,676
Nigel Payne
Chairman of the Remuneration Committee
AUDIT COMMITTEE REPORT
38
I am pleased to present my report of the Audit
Committee for 2022.
Our
competitive
edge
The Audit Committee provides confidence to
shareholders on the integrity of the financial
results of the Company expressed in the Annual
Report and accounts and other relevant public
announcements of the Company. The Audit
Committee challenges both the external auditors
and the management of the Company. It also
considers the engagement of auditors including
tendering and the approval of non-audit services.
The Audit Committee reviews and reports to the
board on any significant reporting issues,
estimates and judgements made in connection
with the preparation of the Company’s financial
statements.
I 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 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.
AUDIT COMMITTEE REPORT cont.
39
Activities of the Audit Committee during 2022
Since the 2021 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 2021 results,
trading updates, and the 2022 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
2022 external audit of the Group;
• Ratification of RSM UK Audit LLP’s plans for the
mandatory replacement of the audit partner
responsible for GetBusy from the year ending 31
December 2022;
• Review of the Chief Financial Officer’s report on the
key accounting judgements and issues for the 2022
financial year, and the Group Finance & Operations
Director’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 2022 Annual Report and
accounts.
Stephenson has replaced him for the year ending 31
December 2022. The Audit Committee provided input
into Neil’s selection and will continue to assess the
effectiveness of the transition, with a particular focus
on audit quality.
RSM UK Audit LLP presented the audit plan for 2022
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.
Our
competitive
Auditor independence and objectivity
edge
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.
During 2022 there were three meetings of the Audit
Committee, at each of which all Committee members
were present.
Internal audit
Fair, balanced and understandable
In its review, the Audit Committee has determined
that the 2022 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 Neil
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.
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 pages to be the most
significant financial reporting issues and judgements
that are relevant to the 2022 financial statements.
AUDIT COMMITTEE REPORT cont.
40
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 the detailed forecasts and reasonable worst-
case scenario prepared by management, including assessing the
reasonableness of the assumptions made and the feasibility of mitigating
actions.
The Committee has reviewed recommendations made by the Chief
Financial Officer that take into account the Financial Reporting Council’s
(“FRC”) 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.
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.
A key change in 2022 has been the capitalisation of certain costs related to
the development of the Group’s Workiro technology. Following a review of
Workiro’s commercial potential in the ERP market, together with the
synergies the Workiro technology provides to the Virtual Cabinet customer
base, including successful early sales in that market, management
determined that those costs met the criteria within IAS38 for capitalisation.
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, the change in amortisation period
during 2022 and the presentation of development costs in the income
statement.
AUDIT COMMITTEE REPORT cont.
41
The presentation of
segmental analysis in
accordance with IFRS8
Operating Segments.
The Committee has noted the changes to the information reviewed by the
Board to allocate resources and monitor performance, as described in the
2021 Financial Review and notes the changes in the segmental disclosures
required under IFRS8 for the year-ending 31 December 2022.
The Committee is satisfied with the completeness of those segmental
disclosures, and compliance with the requirements of IFRS8.
The ongoing compliance with that standard has been considered by the
Committee.
IFRS 15 Revenue from
Contracts with Customers
was adopted early by the
Group in 2017.
The classification of
certain costs as non-
underlying in nature.
Certain items are recorded in the income statement as “non-underlying
items” on the basis that they are not considered to be representative of the
underlying performance of the business. These items are excluded from
the Group’s measurement of Adjusted Profit / (Loss) and Adjusted
Adjusted EBITDA.
The classification of such items is inherently subject to judgement. The
Committee has reviewed and challenged management’s classification of
non-underlying items in the year and is satisfied with management’s
conclusion that the items are not representative of the underlying
performance of the business.
The Committee has reviewed the disclosures around such items and
considers such disclosures to be fair, balanced and sufficiently descriptive
to inform the reader as to their nature.
A full list of critical judgements and key estimates appears in note 4 to the financial statements.
Paul Huberman
Chairman of the Remuneration Committee
DIRECTORS’ REPORT
42
The Directors’ Report should be read in conjunction
with the following items required by the Companies
Act 2006 (CA2006) that are incorporated by reference:
• An indication of likely future developments of the
Company and Group, included in the CEO’s Review
under “Current trading and outlook” and within
the Financial Review under “Future developments”;
and
• An indication of the research and development
activities of the Company and Group included in
the Financial Review on page 23.
No political donations were made during the period
(2021: £nil). The Company and Group do not use
complex financial instruments and the Company and
Group are not exposed to any material risks from
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
to present fairly the financial position and
performance of the group. The Companies Act 2006
provides in relation to such financial statements that
references in the relevant part of that Act to financial
statements giving a true and fair view are references
to their achieving a fair presentation.
Under company law the directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the group and the company and of the profit or loss of
the group for that period.
In preparing each of the group and company financial
statements, the directors are required to:
for the group financial statements, state
select suitable accounting policies and then
make judgements and accounting estimates
a.
apply them consistently;
b.
that are reasonable and prudent;
c.
whether they have been prepared in accordance with
UK-adopted International Accounting Standards;
d.
for the company financial statements state
whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the company financial
statements;
e.
concern basis unless it is inappropriate to presume
that the group and the company will continue in
business.
prepare the financial statements on the going
Annual General Meeting (AGM) and Auditor
The AGM of the Company will be held on Friday 28
April 2023 at 10.30am at the Company’s registered
office. Details will be published in the Notice of the
AGM. A resolution to reappoint RSM UK Audit LLP will
be put to the AGM.
Directors’ responsibilities statement
The directors are responsible for preparing the
Strategic Report, the Directors’ Report and the
financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare group
and company financial statements for each financial
year. The directors have elected under company law
and are required by the AIM Rules of the London
Stock Exchange to prepare group financial
statements in accordance with UK-adopted
International Accounting Standards and have elected
under company law 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
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the group’s and the company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the group and the company 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.
DIRECTORS’ REPORT cont.
43
Going concern
Substantial shareholdings
The table below shows the interests in 3% or more of
the Company’s equity at 28 February 2023 of which
the directors are aware.
Clive Rabie
BGF
Canaccord Genuity
Greg Wilkinson
Herald
River & Mercantile
Shares held
9,243,676
7,100,000
3,885,000
3,690,771
2,945,102
2,250,000
%
18.6
14.3
7.8
7.4
5.9
4.5
Daniel Rabie
1,570,789
3.1%
Hargreaves Lansdowne
1,499,190
3.0%
Strategic report
The Strategic Report comprises the following sections
of this Annual Report, which are incorporated by
reference:
Our Products and Capabilities
Our Markets
Our Strategy
CEO’s Review
Financial Review
The Board
Governance
Risk Management
The Strategic Report and Directors’ Report were
approved by the Board on 28 February 2023.
Paul Haworth
Director and Company Secretary
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 a combination of the COVID-19 pandemic and the
impact of the war in Ukraine, which do not directly
impact the Group but may erode the overall health of
the current and prospective customer base. 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 2024. 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:
• 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.
44
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GETBUSY PLC
Opinion
We have audited the financial statements of GetBusy plc (the ‘parent company’) and its subsidiaries (the
‘group’) for the year ended 31 December 2022 which comprise the consolidated income statement,
consolidated 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 Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2022 and of the group’s profit for the year 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
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
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
in the UK, including the FRC’s Ethical Standard as applied to listed entities 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
• Revenue recognition
• Capitalisation of development costs
Materiality
Parent Company
• None
Group
• Overall materiality: £192,000 (2021: £151,000)
• Performance materiality: £144,000 (2022: £113,000)
Parent Company
• Overall materiality: £78,000 (2021: £30,000)
• Performance materiality: £58,500 (2021: £22,500)
Scope
Our audit procedures covered 89% of revenue, 83% of net assets and 81%
of loss before tax.
45
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the group financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the group financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Key audit matter
description
How the matter was
addressed in the audit
Refer to page 57 for the accounting policy in respect of revenue recognition.
The majority of the group’s revenues are recognised evenly over the duration
of the contract.
There is a risk that the performance obligations within the contracts with
customers have not been correctly identified and/or that revenue has not
been recognised as those obligations are satisfied.
Due to the effect of this matter on our overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team, we
determined this to be a key audit matter.
The procedures undertaken included:
•
•
•
For a sample of the deferred revenue liabilities, recalculating the
revenue recognised (and the associated deferral) based upon the
terms of the underlying contracts and invoices.
For a sample of contracts with no deferred revenue liability
recognised, verifying that the contract has been fulfilled prior to the
balance sheet date.
For a sample of revenue transactions, one month either side of the
balance sheet date, verifying that revenue had been recognised in
the correct period.
In completing these procedures, we considered the application of the group’s
accounting policies and the requirements of IFRS 15.
Capitalisation of development costs
Key audit matter
description
Refer to page 58 for the accounting policy in respect of development costs
and notes 4 and 12.
How the matter was
addressed in the audit
The group continues to incur significant expenditure on research and
development projects, including the Workiro product for which expenditure
has not historically been capitalised.
Development costs are capitalised if certain criteria in IAS 38 “Intangible
Assets” are met. These include technical feasibility, commercial viability and
the ability to reliably measure the expenditure.
Due to the level of judgement involved in identifying and quantifying the
costs to be capitalised, we determined this to be a key audit matter.
We confirmed our understanding of management’s basis for capitalising
development costs, updated our understanding of key existing and new
projects and determined whether the costs had been appropriately
capitalised in accordance with IAS 38.
Our procedures included an assessment over the appropriateness of any
management judgements including the future expected economic benefit
of capitalised projects and substantive testing of the costs capitalised. This
included consideration of the appropriateness of the commencement of
capitalisation of costs for development of the Workiro product.
46
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:
Overall materiality
£192,000 (2021: £151,000)
£78,000 (2021: £30,000)
Group
Parent company
Basis for determining
overall materiality
1% of revenue
Rationale for benchmark
applied
The group is in its growth stage and
its revenues, particularly recurring
revenues, are its primary measure of
performance.
2.6% of total assets (reduced to a
suitable level to support the group
audit opinion)
As a holding company, the total
assets of the company are
considered the best indication of
the value of its investments in its
subsidiary trading entities.
Performance materiality
£144,000 (2021: £113,000)
£58,500 (2021: £22,500)
Basis for determining
performance materiality
Reporting of
misstatements to the
Audit Committee
75% of overall materiality
75% of overall materiality
Misstatements in excess of £9,600
and misstatements below that
threshold that, in our view,
warranted reporting on qualitative
grounds.
Misstatements in excess of £3,900
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 5 components, located in the United Kingdom, United States of America, Australia and
New Zealand.
The coverage achieved by our audit procedures was:
Number of
components
Revenue
Net Assets
Loss before tax
Full scope audit
3
89%
83%
81%
For the other 2 components, specific audit procedures were undertaken in respect of revenue cut-off, which
was a key audit matter. Analytical procedures at group level were also performed for these 2 components.
None of the full scope audits or specific audit procedures were undertaken by component auditors.
47
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of
accounting included:
• Understanding how the cash flow forecasts for the going concern period had been prepared and
the assumptions adopted;
• Challenging the key assumptions within the forecast and assessing the reasonableness of those
assumptions;
• Considering the appropriateness of the sensitivity analysis performed by management and available
actions should performance be behind expectations.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group’s or the parent company’s
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
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
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 Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable
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
the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
48
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 42, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or
the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to
obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct
effect on the determination of material amounts and disclosures in the financial statements, to perform audit
procedures to help identify instances of non-compliance with other laws and regulations that may have a
material effect on the financial statements, and to respond appropriately to identified or suspected non-
compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of
the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud through designing and implementing appropriate responses and
to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance,
to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations
and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the
group audit engagement team:
•
•
•
obtained an understanding of the nature of the industry and sector, including the legal and regulatory
frameworks that the group and parent company operate in and how the group and parent company
are complying with the legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and
assessment of the risks of irregularities, including any known actual, suspected or alleged instances
of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur
including assessment of how and where the financial statements may be susceptible to fraud
The most significant laws and regulations were determined as follows:
Legislation /
Regulation
UK-adopted IAS,
FRS102 and
Companies Act 2006
Tax compliance
regulations
Additional audit procedures performed by the Group 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 computations prepared by management.
49
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
See key audit matters 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
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Neil Stephenson (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Suite A, 7th Floor
City Gate East, 2 Tollhouse Hill
Nottingham
NG1 5FS
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2022
Revenue
Cost of sales
Gross profit
Operating costs
Net finance costs
Loss before tax
Loss before tax
Depreciation and amortisation on owned assets
Long-term incentive costs
Social security costs on long-term incentives
Non-underlying costs
Finance costs not related to leases
Adjusted EBITDA
Capitalised development costs
Adjusted loss before tax
Tax
9
Profit / (loss) for the year attributable to owners of the Company
Earnings / (loss) per share (pence)
Basic
Diluted
10
10
50
Note
2022
£’000
2021
£’000
6
19,293
15,448
(1,952)
(1,295)
17,341
14,153
(17,754)
(130)
(16,355)
(133)
7
7
12,14
8
8
11
12
(543)
(543)
563
329
(120)
389
74
692
(1,438)
(746)
571
28
0.06p
0.05p
(2,335)
(2,335)
706
400
267
400
52
(510)
(712)
(1,222)
771
(1,564)
(3.16)p
(3.16)p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Profit / (loss) for the year
Other comprehensive income – items that may be subsequently
reclassified to profit or loss
51
2022
£’000
2021
£’000
28
(1,564)
Exchange differences on translation of foreign operations
Other comprehensive income net of tax
(380)
(380)
(17)
(17)
Total comprehensive income for the year
(352)
(1,581)
CONSOLIDATED BALANCE SHEET
For the year ended 31 December 2022
Non-current assets
Intangible assets
Right of use assets – leases
Property, plant and equipment
Current assets
Trade and other receivables
Current tax receivable
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Deferred revenue
Lease liabilities
Current tax payable
Non-current liabilities
Deferred revenue
Lease liabilities
Total liabilities
Net liabilities
Equity
Share capital
Share premium account
Demerger reserve
Retained earnings
Equity attributable to shareholders of the parent
52
2021
£’000
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)
2022
£’000
2,486
1,184
382
4,052
2,104
1,064
2,972
6,140
10,192
(4,473)
(6,659)
(371)
(536)
(12,039)
-
(1,131)
(1,131)
(13,170)
(2,978)
(2,956)
75
3,018
(3,085)
(2,986)
(2,978)
74
3,018
(3,085)
(2,963)
(2,956)
Note
12
13
14
15
16
16
13
16
13
19
19
19
These financial statements were approved by the Board of Directors on 28 February 2023 and were signed
on its behalf by:
Daniel Rabie
Paul Haworth
Chief Executive Officer
Chief Financial Officer
53
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
2022
Share
capital
£’000
Share
premium
account
£’000
Demerger
Reserve
£’000
Retained
earnings
£’000
Total
£’000
At 1 January 2022
74
3,018
(3,085)
(2,963)
(2,956)
Profit for the year
Exchange differences on translation of foreign
operations, net of tax
Total comprehensive income for the year
Issue of ordinary shares
Long-term incentive costs
Total transactions with owners of the
Company
-
-
-
1
-
1
-
-
-
-
-
-
-
-
-
-
-
-
28
(380)
28
(380)
(352)
(352)
-
329
329
1
329
330
At 31 December 2022
75
3,018
(3,085)
(2,986)
(2,978)
2021
Share
capital
£’000
Share
premium
account
£’000
Demerger
Reserve
£’000
Retained
earnings
£’000
Total
£’000
At 1 January 2021
74
3,018
(3,085)
(1,782)
(1,775)
Loss for the year
Exchange differences on translation of foreign
operations, net of tax
Total comprehensive income for the year
Long-term incentive costs
Total transactions with owners of the
Company
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(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)
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2022
Profit / (loss) for the year
Finance costs
Income tax credit
Depreciation of right of use asset
Depreciation of property, plant and equipment
Amortisation of intangible assets
Long-term incentive cost
Increase in receivables
Increase in payables
Increase in deferred income
Cash generated from operations
Interest paid
Income taxes received
Net cash generated from operating activities
Purchases of property, plant and equipment
Purchases of intangible assets
Capitalised internal development costs
Net cash used in investing activities
Principal portion of lease payments
Interest on lease liabilities
Proceeds on issue of shares
Net cash used in financing activities
Net increase in cash
Cash and bank balances at beginning of year
Effects of foreign exchange rates
Cash and bank balances at end of year
54
2021 (restated)
£’000
(1,564)
133
(771)
316
133
573
400
(92)
1,360
806
1,294
(52)
623
1,865
(181)
(163)
(712)
(1,056)
(261)
(81)
-
(342)
467
2,283
(80)
2,670
2022
£’000
28
130
(571)
277
163
400
329
(197)
428
1,187
2,174
(74)
675
2,775
(118)
(339)
(1,438)
(1,895)
(306)
(56)
1
(361)
519
2,670
(217)
2,972
The presentation of the reconciliation of profit to cash generated from operations has been amended in the
current year. The starting point of profit/loss for the year rather than adjusted loss before tax is considered
to be a more appropriate presentation as profit/(loss) for the year is a statutory IFRS measure. For
comparability purposes, the prior year presentation has been amended.
Net cash reconciliation
At 1 January
2022
£’000
(1,866)
2,670
804
Adjustment
to opening
balance
£’000
Cash flow
Interest
accretion
£’000
£’000
Foreign
exchange
movement
£’000
At 31
December
2022
£’000
188
-
188
362
519
881
(56)
-
(56)
(130)
(217)
(347)
(1,502)
2,972
1,470
Finance lease
liability
Cash and cash
equivalents
Net cash (including
lease liabilities)
55
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
GetBusy plc is a public limited company (“Company”) and is incorporated in England under the Companies
Act 2006. The company’s shares are traded on the Alternative Investment Market (“AIM”). The Company’s
registered office is Suite 8, The Works, Unity Campus, Pampisford, Cambridge, CB22 3FT. The Company is a
holding company for a group of companies (“Group”) providing productivity software for professional and
financial services.
These financial statements are presented in pounds sterling (rounded to the nearest thousand) 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-IFRS alternative performance measures (“APMs”) in its narrative and financial
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:
Recurring revenue. 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.
Adjusted Loss before Tax. This is calculated as loss before tax and before certain items, which are listed
below along with an explanation as to why they are excluded:
Depreciation and amortisation of owned assets. These non-cash charges to the income statement
are subject to judgement. Excluding them from this measure removes the impact of that
judgement and provides a measure of profit or loss that is more closely aligned with operating
cashflow. Only depreciation on owned assets is excluded; depreciation on leased assets remains a
component of Adjusted Loss because, combined with interest expense on lease liabilities, it is a
proxy for the cash cost of the leases.
Long-term incentive costs. Judgement is applied in calculating the fair value of long-term
incentives, including share options, and the subsequent charge to the income statement, which
may differ significantly to the cash impact in quantum and timing. The impact of potentially dilutive
share options is also considered in diluted earnings per share. Therefore, excluding long-term
incentive costs from Adjusted Loss before Tax removes the impact of that judgement and provides
a measure of profit that is more closely aligned with cashflow.
Capitalised development costs. There is a very broad range of approaches across companies in
applying IAS38 Intangible assets in their financial statements. For transparency, we exclude the
impact of capitalising development costs from Adjusted 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.
Non-underlying costs. 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 Loss
before Tax and recorded separately. In all cases, a full description of their nature is provided.
Finance costs not related to leases. These are finance costs such as interest on loan amounts not
drawn down. 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.
56
2. ALTERNATIVE PERFORMANCE MEASURES AND GLOSSARY OF TERMS
(CONTINUED)
Adjusted EBITDA. This is calculated as Adjusted Loss before Tax with capitalised development costs added
back.
Constant currency measures. As a Group that operates in different territories, we also measure our revenue
performance before the impact of changes in exchange rates. This is achieved by re-stating the
comparative figure at the exchange rate used in the current period.
Glossary of terms
The following terms are used within these financial statements:
MRR. Monthly recurring revenue. That is, the monthly value of subscription and support revenue,
both of which are classified as recurring revenue.
ARR. Annualised MRR. For a given month, the MRR multiplied by 12.
CAC. 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.
LTV. Lifetime value, calculated as the average revenue per account multiplied by the average
gross margin and divided by gross MRR churn.
MRR churn. The average percentage of MRR lost in a month due to customers leaving our
platforms.
Net revenue retention. 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.
ARPU. Annualised MRR per paid user at a point in time.
3. ACCOUNTING POLICIES
The Group embraces the Financial Reporting Council’s aim to cut clutter and improve the quality of
reporting by smaller companies. These financial statements only disclose items that are material; if a
disclosure isn’t made it’s because the item to which it relates, in our view, isn’t material. The financial
statements have been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”).
They are prepared using the historic cost convention. They are also prepared on the going concern basis, for
the reasons described in the Directors’ Report on page 43. Material accounting policies, for which additional
specific narrative adds to the boilerplate description in the underlying IFRS, are set out below.
Consolidation
In August 2017, the group demerged from Reckon Limited, an Australian software group. The group’s
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 20.
57
3. ACCOUNTING POLICIES (CONTINUED)
Revenue recognition
The Group generates most of its income from customers in the following ways:
Subscriptions and support contracts (95% of total revenue). A customer pays a regular fixed amount (usually
monthly or annually) in exchange for a right to access our software, updates to the software and the
technical support that we provide.
Consulting and services (3% of total revenue). To get the most from some of our software products, certain
customers prefer us to manage the implementation project or provide training and onboarding. This is
usually invoiced at the point of completion – “go-live”. 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.
Non-recurring add-ons (2% of total revenue). This includes the sale of digital signatures on a metered “pay as
you go” basis together with short-term subscriptions to cover peak periods for our customers.
Revenue is recognised as follows:
Subscription revenue and support revenue is recognised on a straight-line basis over the duration of the
contract.
Consulting and services revenue related to a software implementation is recognised on a straight-line basis
over the duration of the minimum term of the related subscription contract (usually 3 years). All other
consulting revenue, including training and onboarding, is recognised on completion of the consulting
engagement.
Non-recurring add-on revenue is recognised at the point the add-on is made available and delivered to the
customer.
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.
58
3. ACCOUNTING POLICIES (CONTINUED)
Development costs
The accounting standard IAS38 Intangible Assets sets out criteria under which development costs should be
capitalised. The key criteria for capitalisation are (1) technical feasibility; (2) intention to complete and then
use or sell; (3) commercial viability and (4) ability to measure reliably the expenditure.
We are constantly developing our products, both existing and new. These developments range from minor
enhancements and bug fixes, to integrations with new or updated third party software, to major new
features and completely new products.
We use agile development techniques. Our development is based on a series of iterative steps each
designed to provide value to the customer and which can each be trialled and validated. Unlike traditional
waterfall methods, this technique doesn’t lend itself to the recording of development costs in a fashion that
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 5 years from 1
January 2022 and was previously estimated to be 3 years. The change in amortisation periods has been
applied prospectively and was made following a review of the nature of development activities and their
subsequent commercial impact. The change in accounting estimate results in a reduction of amortisation of
£308k in the current year.
59
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
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
results may differ from the estimates we’ve made.
Development costs
Based on the methodology described in the accounting policies above, a proportion of development
expenditure on existing products has been capitalised. In 2022, certain costs for the development of the
core functionality within the Group’s Workiro technology were capitalised. In previous years, all
development expenditure on Workiro had been expensed, principally as it was not possible to demonstrate
commercial viability with sufficient certainty. The Board’s judgement is that the commercial prospects for
the Workiro technology within the Group’s existing customer base and within the ERP market have now
been demonstrated with sufficient certainty, as evidenced by a combination of sales traction and
commercial discussions with resale and integration partners.
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.
Social security on long-term incentives
Under the terms of the Group’s long-term incentive schemes, including share option schemes, the Group is
liable to pay certain employment taxes, which may be at the point at which the incentives vest or are
exercised. In the case of share option schemes, the ultimate value of that liability is linked to the Company’s
share price at the date of exercise.
The Company’s period-end share price is used to estimate the value of the liability on such long-term
incentives. The ultimate liability may vary materially from that estimate if the share price is materially higher
or lower at the date that the liability crystallises.
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 £442k (2021: £396k)
has been made for the Group’s best estimate of the amounts that may be payable and the Group is working
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 have had or are expected to have a material impact on our financial
statements.
6. REVENUE AND OPERATING SEGMENTS
The Group’s chief operating decision maker is considered to be the Board of Directors. Performance of the
business and the deployment of capital is monitored on a group basis. Additional revenue analysis is
presented by territory.
60
UK
£’000
6,739
511
7,250
USA
£’000
9,498
419
9,917
Aus/NZ
£’000
2,044
82
2,126
UK
£’000
6,280
661
6,941
USA
£’000
6,119
365
6,484
Aus/NZ
£’000
1,944
79
2,023
2022
Recurring revenue
Non-recurring revenue
Revenue from contracts with
customers
Cost of sales
Gross profit
Sales, general and admin costs
Development costs
Adjusted loss before tax
Capitalisation of development costs
Adjusted EBITDA
Depreciation and amortisation on
owned assets
Long-term incentive costs
Social security on long-term
incentives
Non-underlying costs
Other finance costs
Loss before tax
2021
Recurring revenue
Non-recurring revenue
Revenue from contracts with
customers
Cost of sales
Gross profit
Sales, general and admin costs
Development costs
Adjusted loss before tax
Capitalisation of development
costs
Adjusted EBITDA
Depreciation and amortisation on
owned assets
Long-term incentive costs
Social security on long-term
incentives
Non-underlying costs
Other finance costs
Loss before tax
Total
£’000
18,281
1,012
19,293
(1,952)
17,341
(13,526)
(4,561)
(746)
1,438
692
(563)
(329)
120
(389)
(74)
(543)
Total
£’000
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)
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 year.
7. LOSS BEFORE TAX
Loss before tax is stated after charging:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible fixed assets
Net foreign exchange losses
Fees payable to our auditor for the audit of these
annual accounts
8. 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)
Total employee costs are shown below. Share option costs are non-cash costs.
Wages and salaries
Social security costs
Other pension costs
Social security costs on long-term incentives
Long-term incentive costs
Total employee costs
61
2021
£’000
133
316
573
6
74
2021
30
39
14
30
23
136
2021
£’000
9,961
1,352
312
267
400
12,292
2022
£’000
163
277
400
9
89
2022
33
41
12
26
26
138
2022
£’000
10,822
1,562
381
(120)
329
12,974
62
8. EMPLOYEES AND EMPLOYEE COSTS (CONTINUED)
Details of the share options outstanding during the year are as follows:
‘000
2017 LTIP
2017 LTIP
2017 LTIP
2020 EMI
2020 VCP
2021
Group EMI
2021 GB
EMI
Total
Number of
awards
outstanding
at the
beginning of
year
70
27
272
3,982
2,612
240
325
7,528
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
-
-
-
-
-
-
-
-
-
(13)
(85)
-
-
-
-
-
(160)
-
-
-
70
14
27
3,982
2,612
240
70
14
27
3 August 2020
3 August 2021
3 August 2022
- 27 January 2023
- 27 January 2024
- 11 March 2024
-
(100)
225
- 11 March 2024
(98)
(260)
7,170
111
The weighted average share price on the date of exercise was £0.57 (2021: £0.92).
Under the terms of the VCP, the Company’s Remuneration Committee may settle a VCP award in cash
rather 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 Share-based payment.
All options have an exercise price of nominal value of ordinary shares, being £0.0015.
There were no further options granted during the year (2021: £525,000, which included replacement options).
9. TAX
Tax recognised in the income statement
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% (2021: 19.00%)
Effects of:
- Overseas tax rates
-
Expenses not deductible
- Deferred tax not recognised
-
Adjustments in relation to exchange rate
differences
Adjustments in respect of prior periods
Losses utilised
Additional deduction for qualifying R&D
expenditure
Current year losses surrendered for R&D tax
credit
R&D tax credit
-
-
-
-
-
63
2021
£’000
(1,021)
23
(998)
201
26
(771)
2022
£’000
(1,039)
28
(1,011)
414
26
(571)
-
-
(571)
(771)
2022
£’000
(543)
(103)
149
65
144
15
54
(247)
(971)
1,362
(1,039)
(571)
2021
£’000
(2,335)
(444)
59
76
18
-
50
(18)
(831)
1,340
(1,021)
(771)
10. EARNINGS / (LOSS) PER SHARE
The calculation of earnings / (loss) per share is based on the profit for the year of £28k (2021: loss of £1,564k).
Weighted number of shares calculation
Weighted average number of ordinary shares
Effect of potentially dilutive share options in issue
Weighted average number of ordinary shares (diluted)
Earnings per share
Basic
Diluted
2022
‘000
49,621
7,341
56,962
2022
Pence
0.06
0.05
2021
‘000
49,516
-
49,516
2021
pence
(3.16)
(3.16)
At 31 December 2022, there were 7,169,236 share options (2021: 7,527,629). As required by IAS33 (Earnings
per Share), the impact of potentially dilutive options was disregarded for the purposes of calculating diluted
loss per share in the prior year as the Group was loss making.
64
11. NON-UNDERLYING ITEMS
Occasionally, we incur costs or receive income that are not representative of the underlying performance of
the business. In such instances, those costs or income may be excluded from Adjusted Loss before Tax and
recorded separately.
In 2022, non-underlying costs were £389k, of which £182k related to potential historic sales tax liabilities,
£207k is restructuring costs and related corporate advice.
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.
12. INTANGIBLE ASSETS
Software
£’000
Intellectual
property
£’000
Development
costs
£’000
Cost
At 1 January 2021
Additions
Currency adjustments
At 31 December 2021
Additions
At 31 December 2022
Amortisation
At 1 January 2021
Charge for the year
At 31 December 2021
Charge for the year
Currency adjustments
At 31 December 2022
Net book value
At 31 December 2021
At 31 December 2022
94
163
-
257
307
564
19
19
38
37
-
75
219
489
140
-
1
141
45
186
108
14
122
8
14
144
19
42
Total
£’000
1,846
875
1
2,722
1,790
4,512
1,039
573
1,612
400
14
2,026
1,612
712
-
2,324
1,438
3,762
912
540
1,452
355
-
1,807
872
1,955
1,110
2,486
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 5 (2021:3) years.
Within additions for software in 2021 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 earn-out was payable in
respect of either of the acquisitions.
13. LEASES
At 31 December 2022 and 31 December 2021, 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.
65
A reconciliation is provided below.
Right of use assets
At 1 January
Disposals
Accumulated depreciation on disposals
Depreciation
Adjustments to opening balances
Currency adjustments
At 31 December
2022
£’000
1,544
-
-
(277)
(206)
123
1,184
2021
£’000
1,842
(284)
284
(316)
-
18
1,544
There were no new leases in the year. The interest rate used to discount lease liabilities is 4% (2021: 4%).
The adjustment to opening balances of £206k is to correct an error in the calculation of the value of lease
asset and liability at 31 December 2021. This adjustment was corrected prospectively and is not considered
material enough to adjust in the prior year. The income statement impact for this adjustment is a credit of
£18k for the year-ended 31 December 2022.
Interest on lease liabilities of £56k was recorded in Net Finance Costs during the year (2021: £81k). The cash
outflow for the Group’s property leases was £362k (2021: £342k).
The Group’s lease liabilities mature as follows:
Lease liabilities
Within one year
Between 2 to 5 years
More than 5 years
2022
£’000
371
1,131
-
1,502
2021
£’000
333
1,533
-
1,866
14. PROPERTY, PLANT AND EQUIPMENT
Equipment
£’000
Vehicles
£’000
Building
improvements
£’000
Total
£’000
66
Cost
At 1 January 2021
Additions
Disposals
Currency adjustments
At 31 December 2021
Additions
Disposals
Currency adjustments
At 31 December 2022
Depreciation
At 1 January 2021
Charge for the year
Disposals
At 31 December 2021
Charge for the year
Disposals
Currency adjustments
At 31 December 2022
Net book value
At 31 December 2021
At 31 December 2022
702
176
(228)
4
654
118
(5)
11
777
348
128
(228)
248
158
4
-
410
406
367
23
-
(23)
-
-
-
-
-
-
23
-
(23)
-
-
-
-
-
-
-
23
5
-
(1)
27
-
-
1
28
2
5
-
7
5
-
1
13
20
15
748
181
(251)
3
681
118
(5)
12
805
373
133
(251)
255
163
4
1
423
426
382
Depreciation rates of property, plant and equipment vary from 3 – 5 years on a straight-line basis, depending
on the nature of the asset.
15. TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments
Other receivables
Trade and other receivables
2022
£’000
687
874
543
2,104
2021
£’000
714
760
433
1,907
Trade receivables are presented net of allowances for doubtful debts of £117k (2021 £88k). Trade receivables
are individually considered for impairment based on their aging profile and any other information that is
pertinent to their collectability and that is known at the time. The level of impairment provision applied to
each receivable varies depending on likelihood of collection or partial collection of the debt. The allowance
for doubtful debts also includes a provision for expected credit losses within the remaining trade
receivables, based on historical trends and any other known factors.
Trade receivables are classified as financial assets and there is no difference between their carrying value
and their fair value. Whilst trade receivables represent the most significant credit risk to the Group, there is
no significant concentration of risk. Credit risk is limited by our credit checking processes and the fact that
our software is often mission-critical for our customers. The ageing of trade receivables that are past due
but not impaired is as follows:
Past due 1-30 days
Past due 31-60 days
Past due 61+ days
2022
£’000
155
84
17
2021
£’000
62
8
26
16. TRADE AND OTHER PAYABLES AND DEFERRED REVENUE
Trade payables
Accruals
Social security costs on long-term incentives
Other taxation and social security
Other payables
Trade and other payables
67
2021
£’000
297
2,291
679
515
135
3,917
2022
£’000
551
2,712
559
567
84
4,473
The expected recognition of deferred revenue as revenue in the income statement will be in the following
financial years:
Year ending 31 December 2022
Year ending 31 December 2023
Deferred revenue
2022
£’000
-
6,659
6,659
2021
£’000
5,469
4
5,473
£6,659k (2021: £5,469k) of deferred revenue is recorded as a current liability. £nil (2021: £4k) is recorded as a
non-current liability.
17. 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 (2021: £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 over all of the Group’s assets and intellectual property in
the UK, USA and Australia.
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, with amortisation accelerated to reflect the replacement of the
facility as detailed below.
On 28 February 2023, this facility was cancelled in full and replaced with a £2million 4-year unsecured
revolving credit facility with DJZ Investments Pty Ltd, an entity controlled by a director, Clive Rabie. The
principal terms of the replacement facility are:
-
-
-
Interest accrues on drawn funds at Bank of England Base Rate plus a margin of 6.0%;
An availability fee on undrawn funds accrues at 75% of the margin;
The facility contains covenants related to the Group’s ARR, which must remain above £18.0m and
grow at no less than 5.0% (at constant currency) annually.
The new facility was undrawn at the date of this report.
68
18. DEFERRED TAX
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The
group had £517k of deferred tax liabilities in the year (2021: £255k) due to capital allowances in excess of
depreciation and amortisation, which were offset against recognition of £517k (2021: £255k) of the group’s
unrelieved tax losses.
The Group has £3,368k (2021: £3,228k) of unrelieved tax losses that have not been recognised because of
uncertainty over the timing of their recoverability. The tax losses have no expiry date.
19. 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 any authorised share capital. At 31 December 2022, 49,678,632 (2021:
49,580,219) shares were in issue and fully paid with a nominal value of £74,517.95 (2020: £74,370.33). 98,412
shares were issued in the year (2021: 154,647) at nominal value.
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
20. CONSOLIDATION AND SUBSIDIARIES
GetBusy plc directly owns 100% of the share capital of the following subsidiaries, which together form the
Group and which all develop and sell document management and task management software enabling
over 70,000 professional paying users around the world to digitise their operations and be productive while
working in the office or remotely.
Subsidiary
GetBusy UK Limited
Country of incorporation
United Kingdom
GetBusy USA Corporation
United States of America
GetBusy Australia Pty Limited
Australia
Registered address
Suite 8, The Works, 20 West
Street, Unity Campus,
Cambridge, CB22 3FT
720 N. Post Oak Road, Houston,
Texas, 77024
WeWork, 1 Sussex Street,
Barangaroo, NSW 2000, Australia
GetBusy New Zealand Pty
Limited
New Zealand
Ground Floor, ITC Building, 9 City
Road, Auckland, New Zealand
69
21. FOREIGN CURRENCIES
The following significant exchange rates were used in preparing these financial statements:
US Dollar
Australian Dollar
New Zealand Dollar
2022
average
rate
1.236
1.779
1.941
2022
balance
sheet rate
1.209
1.774
1.904
2021
average
rate
1.375
1.831
1.944
2021
balance
sheet rate
1.350
1.860
1.977
The Group has limited exposure to transactional currency risk because the individual subsidiaries 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.
At the year end, the Group held no cash in a currency other than the underlying entity’s functional currency.
The Group’s exposure to foreign exchange market risk at 31 December 2022 is presented below, showing
the impact on both loss before tax (“LBT”) and other comprehensive income (“OCI”) of reasonably possible
movements between the Group’s principal currency pairs.
GBP:USD
+10%
£’000
16
GBP:USD
-10%
£’000
(19)
GBP:AUD
+10%
£’000
-
GBP:AUD
–10%
£’000
-
GBP:NZD
+10%
£’000
-
GBP:NZD
-10%
£’000
-
AUD:NZ
D +10%
£’000
-
AUD:NZ
D –10%
£’000
-
75
(91)
55
(67)
75
(92)
(53)
65
Impact
on LBT
Impact
on OCI
22. RELATED PARTY TRANSACTIONS
GetBusy plc is the ultimate controlling party of the Group. Transactions between the Company and its
subsidiaries have been eliminated on consolidation.
The remuneration of Key management, which consists of the directors, was as follows.
2022
Directors
Other key management personnel
2021
Directors
Other key management personnel
Salary
£’000
Pension
£’000
Bonus
£’000
Employer’s NI
£’000
629
-
629
585
-
585
75
-
75
44
-
44
297
-
297
484
-
484
139
-
139
85
-
85
Total
£’000
1,140
-
1,140
1,198
-
1,198
In 2022, share option costs of £198k (2021: £226k) were recorded relating to directors. Employer’s NI in the
table above excludes accruals for national insurance on unexercised long-term incentives.
Information on the highest paid director can be found in the Remuneration Report on pages 34 to 37.
During the year, the Group purchased £22k (2021: £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 2022 (2021: £nil).
70
23. RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES –
CONSTANT CURRENCY
A number of our key performance indicators are provided at “constant currency”. The percentage change in
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.
Performance measure
2022
2021 as
originally
reported
Constant
currency
adjustment
2021 at
constant
exchange
rates
Change at
reported
exchange
rates
Change at
constant
exchange
rates
Group recurring
revenue
£18,281k
£14,343k
£746k
£15,089k
Group total revenue
£19,293k
£15,448k
£787k
£16,235k
Group Annualised
Recurring Revenue
£19,240k
£15,828k
£788k
£16,616k
27%
25%
22%
21%
19%
16%
COMPANY BALANCE SHEET
Fixed asset investments
Investments in subsidiaries
Intangible assets
Current assets
Trade and other receivables
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Total liabilities
Net assets
Equity
Share capital
Share premium account
Retained earnings
Shareholders’ funds
71
2021
£’000
1,883
47
1,930
3,564
974
4,538
6,468
Note
C4
C7
C5
2022
£’000
2,212
69
2,281
3,520
181
3,701
5,982
C6
(4,188)
(2,759)
(4,188)
(2,759)
1,794
3,709
C8
C8
75
3,018
(1,299)
1,794
74
3,018
617
3,709
As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the parent
company has not been presented. The parent company’s loss for the year was £2,245k (2021: loss of £214k).
The accompanying notes form part of the financial statements.
These financial statements were approved by the Board of Directors on 28 February 2023 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 2021
Loss for the year
Share option costs
Transactions with owners of the company
At 31 December 2021
Loss for the year
Issue of shares, net of issue costs
Share option costs
Transactions with owners of the company
At 31 December 2022
72
Total
£’000
3,523
(214)
400
400
3,709
(2,245)
1
329
330
1,794
Share
capital
£’000
Share
premium
account
£’000
Retained
earnings
£’000
74
-
-
-
74
-
1
-
1
75
3,018
-
-
-
3,018
-
-
-
-
3,018
431
(214)
400
400
617
(2,245)
-
329
329
(1,299)
73
NOTES TO THE COMPANY FINANCIAL STATEMENTS
C1.
COMPANY INFORMATION
GetBusy plc is a public limited company incorporated in England on 21 June 2017. Its principal activity is that
of a holding company for a group of software companies. The Company's registered office is Suite 8, The
Works, Unity Campus, Pampisford, Cambridge, CB22 3FT.
C2. BASIS OF PREPARATION
These company financial statements have been prepared in accordance with Financial Reporting Standard
102 – “The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland”
(“FRS102”) and with the Companies Act 2006. They are presented in Pounds Sterling.
There are no material accounting policies for which additional specific narrative adds to the boilerplate
description in FRS102. As with the consolidated financial statements, you’ll only see disclosures that are
material; if a disclosure isn’t made it’s because the item to which it relates isn’t material.
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
statements, includes the Company’s cash flows.
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
directors’ expectations, there may be an impairment in the carrying value of the investments.
C4.
INVESTMENTS IN SUBSIDIARIES
At 1 January
Share-based payments
At 31 December
2022
£’000
1,883
329
2,212
2021
£’000
1,483
400
1,883
Investments are initially stated at cost. In accordance with section 26 of FRS102, the cost of investment is
increased to reflect the cost of share options awarded to employees of the Company’s subsidiaries. A full list
of subsidiaries is contained in note 20 of the consolidated financial statements.
C5.
TRADE AND OTHER RECEIVABLES
Amounts owed by other group companies
Prepayments
Other receivables
Trade and other receivables
2022
£’000
3,332
141
47
3,520
2021
£’000
3,375
166
23
3,564
Amounts owed by group undertakings are repayable on demand, and bear interest at a rate of 8% per annum.
C6.
TRADE AND OTHER PAYABLES
Amounts owed to other group companies
Trade payables
Accruals
Social security costs on long-term incentives
Trade and other payables
74
2021
£’000
1,858
84
138
679
2,759
2022
£’000
3,328
134
167
559
4,188
Amounts owed to group undertakings are repayable on demand, and bear interest at a rate of 8% per annum.
C7.
INTANGIBLE ASSETS
Cost
At 1 January 2021
Additions
At 31 December 2021
Additions
At 31 December 2022
Amortisation
At 1 January 2021
Charge for the year
At 31 December 2021
Charge for the year
At 31 December 2022
Net book value
At 31 December 2021
At 31 December 2022
Software
£’000
80
1
81
45
126
18
16
34
23
57
47
69
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 2022, 49,678,632 (2021:
49,580,219) shares were in issue and fully paid with a nominal value of £74,517.95 (2020: £74,370.33). 98,412
shares were issued in the year (2021: 154,647).
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 22 of
the Group financial statements. No costs are borne directly by the Company for staff and directors of the
Company.