BULLHORN_INTERNATIONAL_LI - Accounts

The directors present their Strategic Report for Bullhorn International Limited (“the Company”) for the year ended 31 December 2019.

Business Review

The Company is engaged in the business of providing professional services, support services and training for software licensed by its parent Company, Bullhorn Inc. Bullhorn Inc. continued to experience strong demand for its software as a service platform which in turn led to increased demand for the Company’s professional services, support services and training.

The Company has experienced continued growth for its software and services. Revenue has increased by 23% over the prior year. The balance sheet on page 9 of the financial statements also shows that the Company’s net asset position at 31 December 2019 improved by 1% from the prior year. The directors expect the general level of activity to continue for the foreseeable future.

Key Performance Indicators (“KPIs”)

The board monitors progress on the overall group strategy and the individual strategic elements by reference to KPIs.

The performance during the year, together with the historical trend data is set out in the table below.

                             2019     2018

Turnover                         £29,747,795    £24,151,994

Turnover growth %                    23%        41%    

Operating Profit                        £350,849    £851,050

Profit before Taxation                    £350,849    £851,050

Net Profit Margin before Taxation                1%        4%

Employee Headcount                    148        114

Turnover per Employee                      £200,999    £211,860

Principal Risks & Uncertainties

The Company competes in the Customer Relationship Management (“CRM”) and Applicant Tracking System (“ATS”) software markets and the Company faces a number of risks and uncertainties.

Commercial Risk

The markets the Company operates within are intensely competitive, rapidly changing, and highly fragmented, as current competitors expand their product offerings and new companies enter the market. Competitors vary in size and in the scope and breadth of the products and services offered.

These expected results are subject to risks and uncertainties, including without limitation the following: (a) demand for Bullhorn's software may decline, causing a decline in demand for the Company's services; (b) the Company may not be successful in delivering services that satisfy customer requirements, which could result in decreased customer demand or claims by customers for refunds or credits; and (c) other companies are capable of providing services to licensees of Bullhorn software and these companies may be successful in increasing their market share at the expense of the Company.

The Company is aware that its performance is only as good as the people it employs. The Company therefore attempts to have policies in place to attract, retain and motivate its employees to help achieve its business objectives.

Charitable Donations

The Company made charitable donations during the year amounting to £2,907 (2018: £5,696).

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2019.

The principal activity of the Company (“Bullhorn International Limited”) is the provision of software as a service, consulting, technical support and related services.

Business Review and Future developments

Bullhorn International Limited’s parent Company, Bullhorn Inc., is a global leader for Customer Relationship Management (“CRM”) and Applicant Tracking System (“ATS”) software through its hosted platform. The directors aim to maintain the management policies which have resulted in the Company’s growth in previous years. The directors expect to see a continued growth in the Company’s UK results.

Financial Risk Management

The Company competes in the CRM and ATS software markets and is exposed to a number of financial risks, including liquidity risk, credit risk and currency risk. It is Company policy that no speculative trading in financial instruments shall be undertaken.

Liquidity and Cash Flow Risks

The Company manages liquidity and cash flow risks by retaining sufficient cash to ensure it has adequate funds available for operations. The Company would have access to additional funding from its parent if required.

Credit risk

Credit risk arises when customers fail to discharge their obligations thus causing the Company a financial loss. The Company’s credit control policies are aimed at minimizing such losses and deferred payment terms are only granted to customers who demonstrate appropriate payment history and satisfy credit worthiness checks.

Currency Risk

The Company predominantly bills its income in Sterling and as a result has minimal currency exposure.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Company’s profit for the financial year amounted to £303,554 (2018 - profit of £1,162,103). The directors do not recommend the payment of a dividend (2018 - £Nil).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

In the case of each director in office at the date the Directors’ Report is approved:

•     so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and

•     they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Independent Auditors

Azets Audit Services were re- appointed auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

On 7 September 2020, Group Audit Services Limited trading as Baldwins Audit Services changed it's name to Azets Audit Services Limited. The name they practice under is Azets Audit Services and accordingly they have signed their report in their new name.

The financial statements have been prepared on the going concern basis which assumes that the Company will continue in operational existence in the foreseeable future.

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") as a global pandemic, which continues to spread throughout the United States and around the world. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of this uncertainty. Therefore, the directors can not reliably estimate the full extent or duration of the impact to the company's financial condition, results of operations, or cash flows.

As of August 2020, the company has not seen a significant impact on its financial condition or operations resulting from the COVID-19 pandemic and cash flow forecasts have been updated and remain strong. Directors are satisfied that the going concern basis of accounting used in preparing these financial statements is appropriate.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•     select suitable accounting policies and then apply them consistently;

•     make judgements and accounting estimates that are reasonable and prudent;

•     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

•     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Bullhorn International Limited (the 'company') for the year ended 31 December 2019 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2019 and of its profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     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 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, 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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 our 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.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

•     the 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.

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free 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.

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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Bullhorn International Limited is a private company limited by shares incorporated in England and Wales. The registered office and trading premises are 155 Bishopsgate, 8th Floor, London, UK, EC2M 3AJ.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Bullhorn Inc. These consolidated financial statements are available from its registered office, 100 Summer Street, 17th Floor, Boston MA 02110.

The financial statements have been prepared on the going concern basis which assumes that the Company will continue in operational existence in the foreseeable future.true

The Company’s forecasts and projections, taking account reasonably possible changes in trading performance, show that the Company should be able to operate within the level of its current available cash balance. After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore, continues to adopt the going concern basis in preparing its financial statements.

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") as a global pandemic, which continues to spread throughout the United States and around the world. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of this uncertainty. Therefore, the directors can not reliably estimate the full extent or duration of the impact to the company's financial condition, results of operations, or cash flows.

As of August 2020, the company has not seen a significant impact on its financial condition or operations resulting from the COVID-19 pandemic and cash flow forecasts have been updated and remain strong. Directors are satisfied that the going concern basis of accounting used in preparing these financial statements is appropriate.

Revenue is measured at the fair value of the consideration received or receivable and represents the amount received for services rendered, net of returns, discounts and rebates allowed by the Company and value added taxes.

The Company derives its revenues from two sources: (1) subscription revenues, which are composed of subscription fees from customers accessing its hosted software as a service and (2) related professional services and other nonrecurring revenue. The Company evaluates the arrangements to determine if separate units of accounting exist, and if so, allocates revenue to each element based upon the relative selling price of each of the elements.

The Company’s multiple element arrangements typically include subscriptions and professional services to configure the hosted software to the customer’s specifications. The Company considers subscription services to have standalone value as such services are sold separately. In determining whether professional services have standalone value the Company considers the availability of services from other vendors and the nature of the professional engagement.

Subscription revenues are recognised rateably over the contract term beginning on the date specified in each contract following go live.

Professional service offerings consist of initial setup fees purchased along with the subscription to configure the hosted software to customer specifications and separately purchased professional services to further enhance an already live system. In determining whether the professional services can be accounted for separately from subscription services, the Company considers the following factors for each professional service arrangement: availability of the consulting services from other vendors, the nature of the professional services, the timing of when the professional service arrangement was signed in comparison to the subscription service start date, and the contractual dependence of the subscription service on the customer’s satisfaction with the services provided. If a professional services arrangement does not qualify for separate accounting, such as set up and implementation fees, the Company recognises the professional services revenue ratably over the estimated life of the arrangement which approximates ten years. The direct and incremental cost of providing these services is also deferred and recognised over the same period. When purchased separately, revenues are recognised as the services are rendered for time and material contracts and when accepted by the customer for fixed price contracts. The majority of the Company’s consulting contracts are on a time and material basis. Training revenues are recognised as the services are performed.

Intangible software assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives of three years.

Amortisation is charged to administrative expenses in the statement of comprehensive income.

Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.

The intangible software asset is being amortised on a straight line basis over 3 years.

Tangible fixed assets are stated at historic purchase cost, net of accumulated depreciation and any provision for impairment. Cost includes the original purchase price of the asset and costs attributable to bringing the asset into its working condition for its intended use.

Plant and machinery and fixtures, fittings, tools and equipment

Plant and machinery and fixtures, fittings, tools and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation and residual values

The fixed assets have been depreciated on a straight line basis at rates calculated to reduce the net book value of each asset to its estimated residual value by the end of its expected useful economic life in the Company’s business, and the rates are as follows:

The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Derecognition

Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the statement of comprehensive income and included in ‘Other operating (losses)/gains’.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Contingencies

Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

The Company provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and payments into personal defined benefit contribution plans.

1. i.Short term benefits

   Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

2. ii.Annual bonus plan

The Company operates an annual bonus plan for employees. An expense is recognised in the statement of comprehensive income when the Company has a legal or constructive obligation to make payments under the plan as a result of past events and a reliable estimate of the obligation can be made.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The Company provides share based payment arrangements to certain employees.

The Company issues equity-settled payments to certain employees via issuance of equity instruments in the Company’s parent Company, Bullhorn Inc. The Company does not make share-based payments to any parties other than employees. Equity-settled share based payments are measured at fair value using a Black-Scholes valuation model at the grant date. Key inputs used to estimate the fair value of stock options include the exercise price of the award, the expected post-vesting option life, the expected volatility of the stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield.

Equity-settled arrangements are measured at fair value (excluding the effect on non-market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.

Where equity-settled arrangements are modified and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge of share based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.

The Company has no cash-settled arrangements.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in foreign currencies are translated into Sterling at the exchange rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transactions is included as an exchange gain or loss in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Non-monetary items measured at historical costs are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within ‘Finance (expense) / income’. All other foreign exchange gains and losses are presented in the statement of comprehensive income within ‘Other operating (losses) / gains’.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

1. Impairment of debtors

    

   The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 12 for the net carrying amount of the debtors and associated impairment provision.

    

   (b) Critical accounting judgements and estimation uncertainty

    

2. Share-based payments

The Company’s employees have been granted share options by the ultimate parent Company, Bullhorn Inc. The Company makes use of the exemption in Section 26 of FRS 102 to account for the expense based on a reasonable allocation of the parent Company’s total expense. The Company has calculated its allocation of the parent Company’s total expense based on the number of participating employees in the Company compared to the number of participating employees in the group. The Company also considered an allocation based on the relative remuneration cost of the relevant employees and considered that this gave rise to no significant differences in the allocated costs.

The Company’s turnover is primarily attributable to sales in the United Kingdom from the principal activity of the Company.

The average monthly number of persons (including directors) employed by the company during the year was:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2018 - 1).

Key Management compensation includes directors and members of senior management. There were no key management personnel other than the directors.

The compensation paid was to 1 (2018: 1) director.

A reconciliation of share option movements over the years ended 31 December 2019 and 31 December 2018 is shown below:

The fair value of stock options is estimated using a Black-Scholes valuation model. Key inputs used to estimate the fair value of stock options include the exercise price of the award, the expected term of the option, the expected volatility of the parent Company’s common stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the parent Company’s expected annual dividend yield. The amount of share based payment expense recognised during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeiture rates differ from those estimates. Ultimately, the Company recognises the actual expense over the vesting period only for the shares that vest.

The fair value determined at the grant date of the equity-settled share-based payments is expensed under the rateable method, which treats each vesting tranche as if it were an individual grant. Estimates of fair value are not intended to predict actual future events or the value ultimately realised by persons who receive equity awards.

For awards that vest upon a change of control event, the Company is not able to determine that it is probable the performance condition will be satisfied and the options will vest. As such, no stock based compensation expense has been recognised for these options.

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The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

There are no unprovided deferred tax assets.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

The Company has taken advantage of the exemption provided under FRS 102 from disclosing transactions with entities which are a wholly owned part of the group. See note 6 for disclosure of the directors’ remuneration and key management compensation.

Golub Capital Markets Llc has a fixed and floating charge over the undertaking and property and assets present and future for all monies due or to become due from Bullhorn International Limited to Golub Capital Markets Llc on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In early March 2020, the COVID-19 virus was declared a global pandemic. Business continuity, including supply chains and consumer demand across a number of industries and countries, could be severely impacted for months or more, as governments and their citizens take significant and unprecedented measures to mitigate the consequences of the pandemic.

The directors are monitoring the ever changing situation and continue to evaluate the company’s ability to continue to trade on an ongoing and foreseeable basis. However, due to the uncertainty surrounding COVID-19 no adjustments have been made to these financial statements which may arise from the impact of COVID-19 on the company. Despite the unknown impact COVID-19 may or may not have on the company under normal circumstances the directors would have had a reasonable expectation that the company has adequate resources, thus the directors would have adopted the going concern basis of accounting.

The immediate parent undertaking is Bullhorn Global, Inc. whose registered office is Corporation Trust Center, Wilmington, DE, 19801, United States of America.

The ultimate parent undertaking and controlling party is Revere Superior Holding, Inc. which is the largest and smallest group to consolidate these financial statements. The Company is incorporated in the United States of America.

On November 21, 2017, 100% of the stock of Bullhorn International Limited (through the sale of its parent company, Revere Superior Holding Inc., by Vista Equity Partners) was acquired by two private equity firms, Insight Venture Partners and Genstar Capital.

In the opinion of the directors the Ultimate controlling parties are Insight Venture Partners and Genstar Capital by virtue of their shareholding in Revere Superior Holding, Inc.