Source - LSE Regulatory
RNS Number : 2713Q
Pod Point Group Holdings PLC
17 February 2023
 

17 February 2023

Pod Point Group Holdings PLC (Symbol: PODP)

Preliminary unaudited results for the year ended 31 December 2022

 

"Steady growth and delivery, through significant volatility"

 

Pod Point Group Holdings plc (the "Company") and its subsidiaries (the "Group"), one of the UK's market leading providers of Electric Vehicle ("EV") charging solutions is pleased to announce its preliminary unaudited results for the year ended 31 December 2022.

 

Key Financials

Year to 31.12.22

Year to 31.12.21

Change

Total Revenue

£71.4m

£61.4m

16%

Adjusted EBITDA(1)

Loss £(7.0)m

£0.1m

£(7.1)m

EBITDA Loss

£(12.2)m

£(8.1)m

£(4.2)m

Loss Before Tax

£(19.9)m

£(14.3)m

£(5.6)m

Closing cash and short term investments

£74.1m

£96.1m

£(22.0)m

 

Group Highlights

 

·      Continued revenue growth to £71.4m, up by 16% on 2021, ahead of Q4 guidance.

·      By segment: Home revenue up 3%, Commercial revenue up 31%, Owned Asset revenue up 108% and Recurring revenue up 107%.

·      Overall Gross Margin down from 27% to 23%, predominantly due to supply chain costs.

·      Home Gross Margin 20%, Commercial Gross Margin 22%, Owned Asset Gross Margin 53%, Recurring Gross Margin 58%.

·      Growth of communicating units to over 195k, up by 42% across all customers, strengthening the foundations of future recurring revenue.

·      Adjusted EBITDA Loss £7.0m as anticipated, with continued investment in growth.

·      Strong balance sheet with £74.1m cash, ahead of Q4 guidance, after planned investments in technology.

·      Growth prospects for 2023 remain strong, with guidance for 2023 maintained.

 

Strategic and Operational Summary

 

·      Significant growth in network usage, with electricity transferred across our network up 113% at 367 GWh, helping to avoid 278k tonnes of CO2e[1], up 118% on 2021.

·      Key new customers won or renewed including BMW, Mini, JCB, Zenith, B&Q, and DHL.

·      Excellent levels of customer service maintained with a 4.3 out of 5 rating on Trustpilot and a 4.7 out of 5 rating on reviews.io with a 91% recommendation rate .

·      Home charge Average Basket Spend increased by 5% to £767 .

·      Headline Home Market Penetration(2) down by 3% to 15%, with the conclusion of OZEV grant causing customers to pull forward home charge purchases resulting in an overweight 2021 penetration, increased consumer cost of home charge and vehicle delivery delays all contributing.

·      Full year headline Home Market Penetration % expected to be modestly lower than 2022, with an improving trajectory as we move through the year.

·      Added a dedicated sales team focused on the housebuilding sector to address expected growth opportunity.

·      Owned asset sites increased to 564 with 1,254 charging points including 118 DC rapid units.

·      Supply chain assurance delivered with the successful transition of our high volume products to Celestica with initial cost savings, as well as product supply maintained throughout 2022.

·    Increase in Technology headcount from 65 to 134 to deliver product and platform innovation.

 

Erik Fairbairn, Chief Executive Officer of Pod Point, said:

 

This was an exciting year for Pod Point, as we completed our first full year as a listed company. We made excellent progress towards our goal of travel that doesn't damage the earth and continued to invest in scaling the business in preparation for the UK ban of internal combustion engines in 2030.'

 

Like many others, we were negatively impacted by a number of well-documented macro-economic and geopolitical events; however, I am extremely proud of the team's performance. We achieved a 16% growth in revenue, with the 31% growth in our commercial segment being the highlight. We shipped and installed 68,693 charge points, and ended the year with over 195,096 connected units on our network. We transferred 367 GWh of electricity across our network and as a result helped our customers avoid circa 278k tonnes of CO2e. I am very much looking forward to accelerating the business further as we head into 2023.

 

Financial Summary

 

Year to 31.12.22

£'000

Year to 31.12.21

£'000

Year on year change





Total revenue

71,409

61,415

16%

Home

41,386

40,272

3%

Commercial

Owned Assets

23,894

4,233

18,192

2,033

31%

108%

Recurring Revenue

1,896

918

107%

Gross profit

16,589

16,345

2%

Gross margin

23%

27%

-4%

Home gross profit

8,082

11,347

-29%

Home gross margin

20%

28%

-8%

Commercial gross profit

5,173

3,718

39%

Commercial gross margin

22%

20%

2%

Adjusted EBITDA(1)

(7,040)

58

(7,098)

EBITDA Loss

(12,272)

(8,103)

(4,169)

Loss before tax

(19,924)

(14,322)

(5,602)

Closing cash and short term investments

74,103

96,112

(22,009)

 

(1) See Notes of this report for definition of Adjusted EBITDA

 

Notes

(1)Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation and also excluding both amounts charged to the income statement in respect of the Group's share based payments arrangements and adjusting for large corporate transaction and restructuring costs.  These have been separately identified by the Directors and adjusted to provide an underlying measure of financial performance.  The reconciliation is set out on the income statement and Note 6 provides a summary of the amounts arising from the large corporate transactions and restructuring costs.

Average annual recurring revenue per unit is calculated as annual recurring revenue divided by the total number of Commercial units installed and able to communicate at a period end. Commercial units shipped but not installed by Pod Point are not included in this statistic.

As discussed in Note 2 below, the amounts previously classified as Norway in the year ended 2021 have been re-classified into Commercial.

 

 

Headline KPIs

Year to 31.12.22

Year to 31.12.21

Year on year change





Total UK new PiV(1) sales

368,616

305,277

21%

Home units installed

53,964

54,977

-2%

Commercial units installed and shipped

14,729

11,025

34%

Home market penetration

15%

18%

-3pp%

Total Home units installed and able to communicate

173,754

121,415

43%

Total Commercial units installed and able to communicate

21,342

16,005

33%

Average annual recurring revenue per unit(2)

£89

£57

+£32

Total Owned Asset sites

564

453

25%

Total Owned Asset Charge Points

1,254

984

27%

Total Owned Asset Rapid/DC Charge Points

118

73

62%

(1) PiV defined as "Plug-in Vehicles"

(2) See Notes for definition

 

 

Current trading and outlook

 

2023 has started broadly in line with expectations. The market for new plug-in vehicles in 2023 so far is showing continued growth but at lower levels than the average for the second half of 2022, which was up 17% on 2021.  January 2023 registrations of new plug-in vehicles were 26,403, an increase of 12% on 2022 and now representing 20% of all new vehicles registered.

 

While we expect electric vehicle supply chain disruption of 2022 to continue into 2023, we continue to expect rapid growth in the UK electric vehicle market for the medium and long term. Over the past 12 months, new plug-in vehicle registrations represented c23% of all vehicles registered, up from c19% in the prior 12 months. We expect this to grow sharply over the coming years, driven by the launch of many new battery electric models, lower vehicle prices and the UK government's 2030 target for banning the sales of  pure internal combustion engine vehicles. Today, battery electric vehicles account for only about 1.5% of total vehicles on the road, highlighting the scale of the opportunity ahead for our business. While the current price increases in electricity are an obvious concern for consumers and businesses, in the majority of cases, running costs of electric vehicles remain significantly cheaper than for vehicles reliant on internal combustion engines. However, cost of living concerns in the wider UK economy and the potential impact of the invasion of and war in Ukraine may continue to impact overall vehicle sales and sales of electric vehicles in the short term.

 

Overall, our guidance for the full year 2023 is unchanged. We expect that the margin pressures of 2022 will ease and lead to improving margins in 2023, but will not yet return to levels of 2021. Revenues are expected to be in the range of £85 million to £90 million with Adjusted EBITDA losses in the mid-single digits millions.

 

To ensure we are ready to take advantage of the growth in EV in 2023 and beyond, we continue to invest across the business, including in product enhancements and software development to grow our recurring revenue streams. We expect to end 2023 with around £50 million of cash on the balance sheet, after software development spend anticipated to be up around 50% on 2022, in line with our strategy.

 

Webcast presentation

There will be a webcast presentation for investors and analysts this morning at 09:00 am. Please contact podpoint@tulchangroup.com if you would like to attend.

Enquiries: 

Tulchan (Public Relations adviser to Pod Point): James Macey White / Mark Burgess / Matt Low / Arthur Rogers +44 (0)20 7353 4200 PodPoint@tulchangroup.com

BofA Securities (Joint Corporate broker): Marcus Jackson / Mitchell Evans +44 (0)20 7628 1000

Numis (Joint Corporate broker): Jonathan Wilcox / Andrew Coates +44 (0)20 7260 1000

About Pod Point Group Holdings plc

Pod Point was founded in 2009 by CEO and entrepreneur Erik Fairbairn. Driven by a belief that travel shouldn't damage the earth, Pod Point has over 195k smart communicating charge points on its network and is an official charge point supplier for major car brands.

Pod Point installs a broad range of products from smart domestic charge points to high power rapid chargers and load balancing systems. Pod Point works with a broad range of organisations and customers to offer home and commercial charging solutions with customers including major retailers, hotels, restaurants and leisure venues. 

Pod Point is admitted to trading on the London Stock Exchange under the ticker symbol "PODP."

For more information, visit https://pod-point.com/

 

Chief Executive's Review


Overview of results: A few bumps in the road, but the momentum is unstoppable.

 

2022 was an exciting year at Pod Point. It was our first full year of being a public company, but also a year that bought a number of challenges specifically around the wider economy and the global supply chain crisis.

 

Whilst, like many other companies, these macroeconomic factors presented bumps in our growth trajectory, our team successfully navigated the end of the OZEV grant, the extended lead times on electric vehicles, and the challenges presented to our production by the supply chain crisis.

 

Whilst navigating these issues in 2022, we continued to invest in our business, because we see a strong industry growth trajectory over the next decade as the UK navigates the journey to all vehicles being electric.

 

In 2022, we shipped and installed 68,693 charge points, with the commercial sector leading our growth with 31% increase year on year. During the year, we also made significant steps towards improving our gross margins, specifically by completing the move of production of our highest volume products to leading global manufacturer, Celestica, and by growing our average basket spend in our home charge sector from £733 to £767. Like many other companies, however, we were strongly impacted by elevated component costs caused by the supply chain crisis, which outweighed the underlying improvements. Whilst we don't believe the supply crisis is over, we remain hopeful that we have seen the worst of it in 2022, and that we will see improvements in 2023.

 

We also saw exceptional growth in our small but vitally important recurring revenue sector, specifically growing our average recurring revenue per commercial unit from £57 to £89 and growing our overall recurring revenue by 107% year on year.

 

Furthermore, we saw 108% growth in our revenues from our owned assets, predominantly driven by our relationship with Tesco.

 

Overall, we ended the year with circa 195k communicating charge points, which is a significant step toward our plans to enable grid load management functionality across our network.

 

Pod Point's mission is to make travel which doesn't damage the earth, so we were also very pleased to see strong growth in the energy transferred across our network, (172GWh FY21 vs 367GWh FY22) and the corresponding growth in the amount of carbon avoided by our customers (131k tonnes FY21 vs 278k tonnes FY22).

 

We additionally worked hard to achieve full product compliance with the latest EV Smart Charging Regulations that came into force in June and December 2022  - a significant milestone that was not consistently achieved by all competitors in the industry.

 

Looking forwards, I foresee a significant acceleration of the UK EV market as we head towards the government's 2030 internal combustion engine ban. As we proceed into the 2040s, I expect we will reach the point at which non-electric vehicles become a rare site on our roads. I see very significant future opportunity for Pod Point within this expected sector growth. The growth journey is never smooth, as we have seen in 2022; but overall, I am very excited about what we can achieve over the coming years.

 

I would like to extend a massive thank you to the whole team at Pod Point. The entire team dug deep to deal with the various challenges presented in 2022, and through their hard work and effort ensured that we made significant progress towards our goal of making travel that doesn't damage the earth.

 

Sector Review

 

In the Home business segment:

 

·      Despite significant disruptions by the global supply chain crisis and the ending of OZEV grants, we further increased revenue after a year of 98% growth in 2021. Revenue of £41.4m million was 3% up compared to of £40.3 million in full year 2021.

·      New plug-in vehicle (1) registrations increased 21% to 368,616 in 2022 from 305,277 in 2021, a significant reduction on the 74% growth of 2021. This is a reflection of the restricted flow of new EVs, especially in the second half of 2022. The number of Pod Point Home units installed fell slightly to 53,964 versus 54,977 in the full year of 2021.

·      Our headline market penetration of new plug-in vehicle registrations therefore decreased to 15% from 18% in the full year 2021. There are a range of factors that we believe contributed to this including:

Conclusion of OZEV grant caused customers to pull forward home charge purchases causing an overweight 2021 penetration.

Increased consumer cost of home charge units (from c£550 to c£900) as a result of the end of the OZEV grant may have reduced the average ratio of home charge units to plug-in vehicles.

Extended vehicle lead times could have reduced the effectiveness of our referral agreements with OEMs as customers may delay ordering their home charge unit until closer to the expected delivery date of their vehicle.

High demand and reduced vehicle availability may have limited the number of bundled home charge unit incentives car companies offer.

We have a suite of activities in flight over the year ahead which we expect to address this situation, including work on a new Solo Unit, various smart charging updates to our app, improvements to our ordering system and additional marketing activity.

With the volatility we have seen in the automotive market over the year, we suspect that this metric based on SMMT registrations has become a less clean indicator of our progress. That said, we expect this metric to be modestly lower for full year 2023, with an improving trajectory throughout the year. We further note that the market remains volatile and is likely not currently in a steady state, so this could develop further.

·      Percentage gross margin in 2022 decreased to 20% compared to 2021 at 28%, a significant cause of which was the £2.2 million additional brokerage costs of securing components via the spot market in the early phases of the supply chain crisis in order to ensure product stock. This was partially offset by an increase in average revenue per unit to £767 from £733 in 2021.

·      The lower revenue growth and reduced percentage gross margin drove total gross margin lower in 2022, falling to £8.1 million compared to £11.3 million in 2021.

·      We won or renewed a number of key customer contracts during the year including BMW, Mini, and Zenith, and now have over 100 active fleet accounts with businesses including Coca-Cola, DHL and Royal Mail.

 

In the Commercial business segment:

 

·      We delivered a strong performance, with revenue of £23.9 million compared to 2021 of £18.0 million, an increase of 31%.

·      Number of units installed increased to 3,867 from 3,838 in 2021 and the number of units sold directly to customers increased to 10,862, compared to 7,187 in 2021. This represents a direct sale increase of 51%.

·      The increased revenues helped to increase total gross margin in 2022 to £5.2 million, compared to 2021 at £3.7 million, an increase of 39%.

·      Percentage gross margin increased in from 20% to 22% in 2022, due to a shift in the mix of installations toward higher margin direct sale units, and the elimination of losses in Norway.

·      We won or renewed several key customer contracts during the year, including JCB and, B&Q.

 

In the Recurring Revenue business segment:

 

·      We delivered excellent growth in our recurring revenue segment, with revenue of £1.9 million compared to 2021 at £0.9 million, an increase of 107%. Network revenues increased to £1.0 million compared to 2021 at £0.8 million

·      This increase in revenues helped to increase gross margin in 2022 to £1.1 million, compared to 2021 of £0.4 million, an increase of 166%.

·      In addition, percentage gross margin in 2022 increased to 58% compared to 45% in 2021 , an increase of 13 percentage points, with the average annual recurring revenue per commercial unit installed and able to communicate increasing to £89, compared to £57 in 2021.

·      The number of Commercial units installed and able to communicate at the year end increased to 21,342 from 16,005 at the end of 2021. All recurring revenues in both 2022 and 2021 were derived from these units.

·      The number of Home units installed and able to communicate at the year end increased to 173,754 from 121,415 at the end of 2021. This growth is strategically significant as we seek to expand our recurring revenue products across these units.

 

In the Owned Asset business segment:

 

·      We delivered a strong performance with revenue of £4.2 million compared to 2021 at £2.0 million, an increase of 108%.

·      The total number of sites installed at the period end increased to 564 from 453 at the end of 2021. The total number of units installed at the period end increased to 1254 from 984 at the end of 2021, including 118 DC rapid units at the end of 2022 compared to 73 at the end of 2021.

·      This increase in revenues and units helped to increase gross margin in 2022 to £2.2 million compared to 2021 at £0.9 million, an increase of 158%.

·      Percentage gross margin in 2022 increased to 53% compared to 2021 at 43%, an increase of 10 percentage points. A contractual period through 2021 of the provision of free electricity by Pod Point stopped at 179 sites in February 2022 and at all 198 sites by the end of July 2022, significantly reducing costs in 2022.

·      Gross capital deployed on assets increased to £6.3 million at the end of 2022, compared to £3.9 million at the end of 2021.

 

Financial Performance

 

It was a steady performance by the business in 2022 with total revenue of £71,409k (2021: £61,415k), a year-on-year increase of 16%. The biggest growth came from our Commercial business segment, and we also saw very high growth in Recurring Revenue and Owned Assets.

 

This increase in revenues helped, in spite of additional supply chain costs, to deliver a small increase in total gross profit in 2022 of £16,589k (2021: £16,345k) a year on year increase of 2%.

 

Driven by the additional costs of sourcing components in the spot market earlier in the year, total percentage gross margin in 2022 decreased to 23% (2021: 27%), a year-on-year reduction of 4 percentage points. We believe that there will be less need to do spot component sourcing in 2023.

 

The increase in revenues and gross profit was combined with increased overhead spend to invest in driving future growth, focussed on sales and marketing, customer service and team development. This moved the business to an adjusted EBITDA loss of £7,040k in 2022 (2021: positive £58k).

 

After further investment of £9,904k in software and product development and controlled investment in Owned Assets, 2022 year end cash and short term investments were £74,103k compared to £96,112k at the end of 2021.

 

Unadjusted losses after tax increased to £20,211k in 2022 (2021: £14,322k).  EBITDA losses increased in 2022 with losses of £12,272k (2021: losses of £8,103k).  There were increased depreciation and amortisation costs of £7,743k (2021: £4,929k), while net financing income was £91k (2021: net finance costs of £1,290k).

 

Total administrative expenses as disclosed on the Income Statement increased to £38,065k (2021: £29,377k), a year on year increase of 30%.  This increase was due to the growth in the size of the business and the additional staff required to deliver this growth, the full year of cost of being a Listed company and additional depreciation and amortisation costs as a result of additional funds being invested in Owned Assets and intangible asset development. The business continues to increase its support costs to maintain growth, to fund its requirements as a listed business and to pay significant one-off costs in both periods.  Looking at these individually:

 

·      Administrative expenses excluding one-off large corporate transaction and restructuring costs, share based payments and depreciation and amortisation costs  increased to £25,090k (2021: £16,287k) a year-on-year increase of 54%.  This increase was due to the growth in the size of the business and the additional staff required to deliver this growth and the ongoing costs of being a Listed company.

·      Depreciation and amortisation costs increased in 2022 to £7,743k (2021: £4,929k) as a result of additional funds being invested in Owned Assets as well as research and development.

·      Following the listing in November 2021, Pod Point incurred share based payment charges relating to a number of share awards that were implemented at or soon after listing, resulting in a 2022 charge to the P&L of £4,545k (2021: £2,422k) and national insurance accrued on share based payment charges of £630k (2021: £343k).

·      In 2022, £57k of one-off large corporate transaction and restructuring costs were incurred (2021: £5,739k). 2021 costs related mainly to the listing in November 2021.

 

Net finance income increased to £91k in 2022 (2021: net finance costs of £1,290k), as a result of shareholder loans repaid upon listing in November 2021 and therefore finance costs in 2022 are limited.

 

Management of the balance sheet remained strong. Working capital movements, despite continued business growth, were limited across trade and other receivables, inventory and trade and other payables. Fixed Assets grew as we continue to build the software platforms that will drive future growth.  

 

Closing cash and short term investments were £74,103k (2021: £96,112k). At 31 December 2021, £50,000k of cash had been placed on a six-month bank deposit and was classified as a short term investment. At 31 December 2022, there were no short-term investments. Closing net assets were £184,157k (2021: £199,835k)

 

Cash outflow from operating activities increased by £6,752k to £8,968k (2021: £2,216k). This was primarily due to a larger operating loss, as well as a reduction in the inflow of working capital from creditors due to lower growth in the year.

 

Cash flow from investing activities changed from a significant outflow to an inflow of £38,206k (2021: outflow of £57,190k). This swing is primarily the result of a £50m investment in bank deposits in 2021 that was redeemed in 2022. Aside from this, the business invested £9.9m in capitalised software development to drive future recurring revenues. In 2021, £50m of the investing activity related to the purchase of short-term investments, which are long-term bank deposits classified as investments due to their tenor. No short-term investments exist in 2022.

 

Cash flow from financing activities moved from an inflow in 2021 to an outflow of £1,247k (2021: inflow of £102,575k). The 2022 outflows on lease liabilities and loan repayment contrast with the 2021 listing of the business with gross funds raised of £120,000k less transaction costs of £7,664k and with net shareholder loans of £9,280k repaid following the listing in 2021.

 

During 2022, transactions with related parties included sale of goods of £335k (2021: £309k), purchase of goods of £390k (2021: £850k), and interest on intercompany loans of £nil (2021: £1,038k). These transactions were undertaken with the two shareholders EDF Energy Customers Limited and Legal & General Capital Investments Limited and their subsidiaries.

 

Market Opportunity and Outlook

 

We continue to see rapid growth in the UK electric vehicle market, with 26,403 new plug-in vehicle registrations in January 2023, 12% up on January 2022 and representing 20% of all vehicles registered. We expect the mix of vehicles to continue to shift to battery electric vehicles as it grows its share of plug-in vehicles. This primarily comes on the back of more choice for consumers, with more new battery electric models expected to be launched in 2023 at more accessible price points. Battery electric vehicles still only constitute 1.5% of total vehicles on the road, so the growth potential for the business remains significant.

 

Whilst the current price increases in electricity are an obvious concern for consumers and businesses, we do not expect them to materially impact sales of electric vehicles. Rather, the ongoing running costs of electric vehicles will in almost all cases continue to be significantly cheaper than vehicles reliant on internal combustion engines.

 

We expect the Government to continue with reduced direct fiscal incentives and to focus on indirect actions, such as the changes to planning regulations that require developers to include charge points in new properties. We see this as the right strategy and a developing opportunity for Pod Point.

 

We anticipate continued volatility in macroeconomic conditions, high but easing inflation, war in Ukraine, energy price volatility and cost-of-living pressures. We expect global supply chain challenges to continue but to ease through 2023 with an ongoing impact on the supply of new vehicles, as seen by currently extended vehicle lead times.

 

Given the significant future opportunity we see in the coming years, we plan to continue investing in our business broadly in line with our IPO strategy.:

 

·      Firstly, we will continue to invest in our systems and processes to ensure that we are ready to serve the scale of opportunity we see ahead of us.

·      Secondly, we will continue to improve and expand our product offering to serve more routes to market. At present, we are active developing our offerings for fleets and housing developers. We will deliver innovation that improves our product proposition in terms of ease of use, cost reduction and carbon reduction.  It is important that the EV revolution does not leave anybody behind. We will be investing in our products to meet the needs of these customers.

·      Thirdly, we will continue to invest in our software capability to realise a number of recurring revenue business models. Our charge points are already smart, so we will be building software on top of our network to enable our charge points to work in harmony with the grid at both a local and national level. With so many consumers moving to a reliance on electricity for their driving, as well as potentially for heating, we are going to see a significant increase in the demand for electricity across the UK. Amongst other activities, we are building our network of charge points and associated technology to carefully manage how energy flows into the nation's electric cars and hence provide commercial balancing services into the national grid and/or distribution network operators. We expect to do this in a way which doesn't materially inconvenience the EV driver. During the year, we have built our technical team to enable this, and have made various improvements to our systems in preparation for using our network for the purpose of grid load management.

·      Finally, we will make targeted investments in Owned Assets, although at a lower level than we communicated at IPO. We will focus on multimodal charging opportunities at locations that will benefit from our capability across multiple charge rates. These charge points will be a mix of AC charge points for those locations with longer dwell times and DC units capable of rapid charging so that drivers can quickly get on their way. Given the increase in interest rates, general move towards higher ground rents and a more challenging macro-economic climate, a reduced rate of Owned Asset investment will also allow us to retain a higher cash level on our balance sheet.

 

We remain confident that our strategy will allow us to maximise the opportunity presented to us by the ongoing growth in electric vehicles.

 

Director's Responsibilities Statement

 

The Directors are required to prepare financial statements for each financial year which present a true and fair view of the financial position of the Company and of the Group and the financial performance and cash flows of the Company and of the Group for that period. The Directors have elected to prepare the Group and parent company financial statements in accordance with the UK-adopted International Financial Reporting Standards ('IFRSs') in conformity with the Companies Act 2006.

 

In preparing those financial statements, the Directors are required to:

·      select suitable accounting policies in accordance with IAS 8: 'Accounting Policies, Changes in Accounting Estimates and Errors' and then apply them consistently;

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

·      present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·      provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company and of the Group's financial position and financial performance;

·      state whether UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·      prepare the accounts on a going concern basis unless, having assessed the ability of the Company and the Group to continue as a going concern unless it is appropriate to presume that the Company and/ or the Group will not continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and Group's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and of the Group 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 the Group 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 Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Neither the Company nor the Directors accept any liability to any person in relation to the annual financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

 

Basis of Preparation and General Information

 

The consolidated financial information for Pod Point Group Holdings Plc (the Company) and its subsidiaries (together, the Group) set out in this preliminary announcement has been derived from the unaudited consolidated financial statements of the Group for the year ended 31 December 2022 ("the financial statements"). The Company's Annual Report and Accounts ("Annual Report") for the year ended 31 December 2022 will be published in April 2023. It will be sent to shareholders and posted on its website: www.pod-point.com/investors and uploaded to the National Storage Mechanism in accordance with LR 9.6.1 R on the same date

 

The unaudited preliminary announcement was approved by the Board of directors on 16 February 2023. This unaudited preliminary announcement does not constitute the full financial statements prepared in accordance with International Financial Reporting Standards (IFRS). The unaudited consolidated financial statements for the year ended 31 December 2022 and the financial information for the year ended 31 December 2022 do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2021 have been delivered to the Registrar of Companies and received an unqualified auditors' report, did not include a reference to any matters to which the auditors drew attention by way of an emphasis of matter and did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006.

 

The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and have been prepared on a going concern basis.

 

Further information including on accounting policies and the full accounting notes will be set out in the Annual Report,  and such information  for 2021 was included in the 2021 Annual Report which was published on 9th May 2022.

 

Consolidated Income Statement


Notes

Year Ended
31 December
2022(
7)

Year Ended
31 December
2021



£'000

£'000



 

Revenue (including OZEV revenues)

2,4

71,409

61,415

Cost of sales


(54,820)

(45,070)

Gross profit


16,589

16,345

Other income

4

1,461

-

Administrative expenses


(38,065)

(29,377)

Operating loss

3

(20,015)

(13,032)

Analysed as:


 


Adjusted EBITDA(1)


(7,040)

58

Adjusting large corporate transactions and restructuring costs(2)

6

(57)

(5,739)

Share-based payments

14

 

(5,175)

(2,422)

EBITDA(1)


(12,272)

(8,103)

Amortisation and depreciation


(7,743)

(4,929)

Group operating loss


(20,015)

(13,032)

Finance income

7

457

-

Finance costs

7

(366)

(1,290)

Income tax expense


(287)

-

Loss after tax


(20,211)

(14,322)

Basic and diluted  loss per ordinary share

15

£(0.13)

£(0.13)

 

Notes:

(1)        EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and is considered by the Directors to be a key measure of financial performance. Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation and excluding both amounts charged to the income statement in respect of the Group's share based payments arrangements and also adjusting for large corporate transaction and restructuring costs.  These have been separately identified by the Directors and adjusted to provide an underlying measure of financial performance.  The reconciliation is set out on the income statement and Note 6 provides a summary of the amounts arising from the large corporate transactions and restructuring costs.

(2)        See Note 6

(3)        All amounts relate to continuing activities.

(4)        All realised gains and losses are recognised in the consolidated income statement and there is no other comprehensive income.

(5)        The notes on pages 16 to 26 form part of the Consolidated Financial Statements.

(6)        There is no other comprehensive income in the years presented and therefore no separate statement of other comprehensive income is presented.

(7)        As set out in the basis of preparation, the year ended 31 December 2022 is unaudited

 

 

Consolidated Statement of Financial Position


Notes

As at
31 December
2022

As at
31 December
2021



£'000

£'000

Non-current assets




Goodwill

8

77,639

77,639

Intangible assets

8

33,236

29,421

Property, plant and equipment

9

5,498

4,277

Deferred tax asset


5,670

7,379

Right of use assets


2,914

1,400



124,957

120,116

Current assets


 


Inventories

10

7,342

8,214

Trade and other receivables

11

26,882

24,041

Short-term investments


-

50,000

Cash and cash equivalents


74,103

46,112



108,327

128,367

Total assets


233,284

248,483

Current liabilities


 


Trade and other payables

12

(36,419)

(36,173)

Loans and borrowings

13

(2,842)

(707)

Lease liabilities


(1,634)

(896)

Provisions


(265)

(160)



(41,160)

(37,936)

Net current assets    


67,167

90,431

Total assets less current liabilities


192,124

210,547

Non-current liabilities


 


Loans and borrowings

13

(481)

(2,326)

Lease liabilities


(1,515)

(763)

Deferred tax liability


(5,670)

(7,379)

Provisions


(301)

(244)



(7,967)

(10,712)

Total liabilities


(49,127)

(48,648)

Net assets


184,157

199,835

Equity


 


Share capital


154

154

Share premium


140,203

140,057

Other reserves


6,651

2,264

ESOP reserve


(1,318)

(1,318)

Retained earnings


38,467

58,678



184,157

199,835

 

 

 

 

Consolidated Statement of Changes in Equity

As at 31 December 2022:


 

 

Share Capital

Share Premium

Other Reserves

ESOP Reserve



Retained Earnings

Total
equity

 

£'000

£'000

£'000

£'000

£'000

£'000

 

Balance as at 1 January 2022

154

140,057

2,264

(1,318)

58,678

199,835

Loss after tax and total comprehensive income for the year

-

-

-

-

(20,211)

(20,211)

Issue of shares during the year

-

158

(158)

-

-

-

Share based payments

-

-

4,545

-

-

4,545

Share issuance costs

-

(12)

-

-

-

(12)

Balance as at 31 December 2022 

154

140,203

6,651

(1,318)

38,467

184,157

 

As at 31 December 2021:


Share Capital

Share Premium

Other Reserves

ESOP Reserve

Retained Earnings

Total
equity


£'000

£'000

£'000

£'000

£'000

£'000

 

Balance as at 1 January 2021

-

26,400

--

-

72,373

98,773

Loss after tax and total comprehensive income for the year

-

-

-

-

(14,322)

(14,322)

Waived shareholder loan

-

-

-

-

627

627

Issue of shares during the year

153

112,340

-

-

-

112,493

Issue of shares pursuant to the share incentive plan

1

1,317

-

(1,318)

-

-

Share based payments

-

-

2,264


-

2,264

Balance as at 31 December 2021

154

140,057

2,264

(1,318)

58,678

199,835

 

 

Consolidated Statement of Cash Flow


Notes

Year Ended
31 December
2022

Year Ended
31 December
2021

 


£'000

£'000

Cash flows from operating activities




Operating loss


(20,015)

(13,032)

Adjustment for non-cash items:


 


Amortisation of intangible assets

8

5,484

3,670

Depreciation of tangible assets

9

1,123

650

Depreciation of right of use assets


1,135

609

Share based payment charges

14

4,545

2,422

Tax


(287)

-

Loss on impairment of intangible assets

8

604

-

Loss on disposal of tangible assets


4

-



(7,407)

(5,681)

Changes in working capital


 


(Increase)/Decrease in inventories


872

(2,592)

(Increase)/Decrease in trade and other receivables


(2,841)

(9,724)

Increase/(Decrease) in trade and other payables


246

15,693

Increase/(Decrease) in provisions


162

88



(1,561)

3,465

Net cash flow (used in) operating activities


(8,968)

(2,216)

Cash flows from investing activities


 


Purchase of tangible assets 

9

(2,348)

(2,625)

Purchase of intangible assets

8

(9,904)

(4,565)

Redemption of/(cash invested in) short-term investments


50,000

(50,000)

Interest received


458

-

Net cash flow (used in) investing activities


38,206

(57,190)

Cash flows from financing activities


 


Shares issued


-

120,074

Issuance cost of shares


-

(7,664)

Proceeds from new borrowings

13

1,243

1,477

Loan repayment

13

(990)

(9,346)

Payment of principal of lease liabilities


(1,126)

(648)

Payment of lease interest


(216)

(118)

Other Interest paid


(158)

(1,200)

Net cash flows (used in) / generated by financing activities


(1,247)

102,575

Net increase in cash and cash equivalents


27,991

43,169

Cash and cash equivalents at beginning of the year


46,112

2,943

Closing cash and cash equivalents


74,103

46,112

 

Please note that £50,000k of cash was held in a short term deposit account at the 31 December 2021 and for reporting purposes is shown as an investment above. Closing cash and short term investments at 31 December 2021 totalled £96,112k.

 

Consolidated Notes to the financial statements

1.         General information

Pod Point Group Holdings plc (referred to as the "Company") is a public limited company incorporated in the United Kingdom under the Companies Act 2006, and registered in England. Its registration number is 12431376. The registered address is 28-42 Banner Street, London EC1Y 8QE.

 

The principal activity of the Company and its subsidiary undertakings (the "Group") during the years presented is that of development and supply of equipment and systems for recharging electric vehicles. The entire issued share capital of the Company was admitted to trading on the Main Market of the London Stock Exchange on 9 November 2021. All figures presented in this unaudited preliminary announcement are in £ sterling.      

 

When considering the basis of Going Concern, the Directors have made enquiries and reviewed cash flow forecasts and available facilities for at least the next 12 months (including subsequent events). Taking these into account the Directors have formed a judgement, at the time of approving the unaudited preliminary announcement, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This judgement has been formed taking into account the principal risks and uncertainties that the Company faces.

 

2.         Segment reporting

             The Group has four operating and reportable segments which are considered:

Reportable Segment

Operations

UK Home

Activities generated by the sale of charging units to domestic customers for installation in homes.

UK Commercial

Activities generated by the sale and installation of charging units in commercial settings, such as the destination, workplace and en-route routes to market.

Owned Assets

Operating activities relating to customer contracts, in which Pod Point owns the charging point assets but charges end customers for the use of these assets and, at some sites, charges a fee for provision of media screens on the units for advertising purposes.

Recurring

Operating activities relating to the recurring revenue generated on charging units, relating to fees charged from the ongoing use of the Pod Point software and information generated from the management information system.

There are no transactions with a single external customer amounting to 10 per cent. or more of the Group's revenues.

Work, destination and en-route revenues are routes to market within the UK Commercial segment, rather than individual business segments with the types of installations being similar in all three.

Revenue has been further split into OZEV and non-OZEV revenues for each segment. OZEV revenues are the portion of revenue generated from an install, which are claimed from the DVLA by the Group on behalf of customers who are eligible for the EVHS government grant.

A breakdown of revenues and non-current assets by geographical area is included in Note 4. Assets and liabilities are not reviewed on a segmental basis and therefore have not been included in this disclosure.

The following amounts previously recorded in the Norway segment for the year ending 31 December 2021 have been reclassified into Commercial. The Norway segment has been subsumed into the Commercial segment for the year ended 31 December 2022 as is no longer a material segment requiring separate disclosure, therefore the comparative period has also been restated for comparativeness. The nature of the products and services are the same and the two segments have similar economic effects, therefore aggregation is appropriate:


Year Ended
31 December
2021


£'000

Norway revenue

233

Norway cost of sales

(444)

Gross margin

(211)

 

 

Segmental Analysis for the year ended 31 December 2022:


UK
Home

UK
Commercial

Owned
Assets

Recurring

Total
Group

 

£'000

£'000

£'000

£'000

£'000

Revenue, non-OZEV

34,891

23,257

4,233

1,896

64,277

OZEV revenue

6,495

637

-

-

7,132

Revenue

41,386

23,894

4,233

1,896

71,409

Cost of sales

(33,304)

(18,721)

(1,992)

(803)

(54,820)

Gross Margin

8,082

5,173

2,241

1,093

16,589

Other income

 

 

 

 

1,461

Administrative Expenses

 

 

 

 

(38,065)

Operating Loss

 

 

 

 

(20,015)

Finance income

 

 

 

 

457

Finance costs

 

 

 

 

(366)

Loss before tax

 

 

 

 

(19,924)

 

Segmental Analysis for the year ended 31 December 2021:


UK
Home

UK
Commercial

Owned
Assets

Recurring

Total
Group


£'000

£'000

£'000

£'000

£'000

Revenue, non-OZEV

24,729

17,519

2,033

918

45,199

OZEV revenue

15,543

673

-

-

16,216

Revenue

40,272

18,192

2,033

918

61,415

Cost of sales

(28,925)

(14,474)

(1,165)

(506)

(45,070)

Gross Margin

11,347

3,718

868

412

16,345

Administrative Expenses

 

 

 

 

(29,377)

Operating Loss

 

 

 

 

(13,032)

Finance income

 

 

 

 

-

Finance costs

 

 

 

 

(1,290)

Loss before tax

 

 

 

 

(14,322)

 

3.         Group operating loss

             Loss for the year has been arrived at after charging/(crediting):


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Amortisation of intangible fixed assets

5,484

3,670

Depreciation of tangible fixed assets

1,123

650

Depreciation of right of use asset

1,135

609

Exchange differences

56

(10)

Cost of inventories recognised as an expense

28,818

24,554

Staff costs

28,628

22,418

Loss on impairment of intangible assets

604

-

Loss on disposal of tangible assets

4

-

 

4.         Revenue and non-current assets

             Revenue, analysed geographically between markets, was as follows:


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

United Kingdom

71,277

61,182

Norway

132

233


71,409

61,415

The geographical analysis of revenue and net revenue is on the basis of the country of origin in which the client is invoiced.

 

Revenue, split between OZEV revenues and non-OZEV revenues was as follows:


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Non-OZEV revenue

64,277

45,199

OZEV revenue

7,132

16,216


71,409

61,415

            

All OZEV revenue was earned in the UK. Non-current assets are all held within the UK for all periods presented.

Other income represents grant income relating to the R&D expenditure credit for relief on the Group's research and development costs.

 

5.         Directors and employees

             The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost represents contributions payable by the Group to the fund and amounted £271k to for the year ended 31 December 2022 (2021: £416k).

             Pension contributions payable amount at 31 December 2021 was £180k (2021: £101k).

 

The table below presents the staff costs of these persons, including those in respect of the Directors, recognised in the income statement.


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Wages and salaries

20,671

17,419

Social security costs

3,118

2,115

Costs of defined contribution scheme        

294

416

Net share based payment expense 

4,545

2,422


28,628

22,372

 

 

Staff costs presented in this note reflect the total wage, tax and pension cost relating to employees of the Group. These costs are allocated between administrative expenses, cost of sales or capitalised where appropriate as part of Software Development intangible assets. The allocation between these areas is dependent on the area of business the employee works in and the activities they have undertaken.

During the year ended 31 December 2022, £6,730k of staff costs were capitalised (2021: £2,904k).

             Key management personnel

Key management personnel of the Group are the members of the Board of Directors as well certain other members directing and controlling the activities of the Group. Directors appointed by EDF are remunerated by EDF and their costs are not recharged and an allocation of cost is not considered readily identifiable.

             Key management costs include the following expenses:


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Short-term employee benefits

3,058

3,528

Post-employment benefits

56

85

Net share based payment expense 

2,987

2,046


6,101

5,659

 

6.         Adjusting large corporate transaction and restructuring costs

 

Adjusting large corporate transaction and restructuring costs, for the purposes of presenting non-IFRS measure of adjusted EBITDA are as follows:.


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Costs related to raising finance and other corporate projects

-

5,536

Restructuring costs

57

203


57

5,739

 

Raising finance relates to equity financing which given its scale in the period is not considered to be in the normal course of the operating business.

Restructuring costs in 2021 are staff related costs arising from changes to the senior management team and department reorganisations that were not in the normal course of the operating business. Restructuring costs in 2022 related to the closure of the Norway branch.

 

7.         Finance income and finance costs

Net financing costs comprise bank interest income and interest expense on borrowings, and interest expense on lease liabilities.


Year Ended
31 December
2022



 Year Ended
31 December
2021


£'000

£'000

Interest on bank deposits

457

-

Finance Income

457

-

Interest on loans

(150)

(1,172)

Interest on lease liabilities

(216)

(118)

Finance Costs

(366)

(1,290)

Net finance /(costs) recognised in the income statement

91

(1,290)

 

8.         Intangible assets

             Intangible assets as at 31 December 2022:


Development

Brand

Customer
Relationships

Goodwill

Total


£'000

£'000

£'000

£'000

£'000

Cost:

 

 

 

 

 

At 1 January 2022

10,800

13,940

13,371

77,639

115,750

Additions

9,904

-

-

-

9,904

At 31 December 2022

20,704

13,940

13,371

77,639

125,654

Accumulated amortisation and impairment:

 

 

 

 

 

At 1 January 2022

5,646

1,336

1,708

-

8,690

Amortisation

3,896

697

891

-

5,484

Impairment

604

 

 

 

604

At 31 December 2022

10,146

2,033

2,599

-

14,779

Carrying amounts:

 

 

 

 

 

At 31 December 2022

10,557

11,907

10,772

77,639

110,874

 

             Intangible assets as at 31 December 2021:


Development

Brand

Customer
Relationships

Goodwill

Total


£'000

£'000

£'000

£'000

£'000

Cost:






At 1 January 2021

6,235

13,940

13,371

77,639

111,185

Additions

4,565

-

-

-

4,565

At 31 December 2021

10,800

13,940

13,371

77,639

115,750

Accumulated amortisation:






At 1 January 2021

3,564

639

817

-

5,020

Amortisation

2,082

697

891

-

3,670

At 31 December 2021

5,646

1,336

1,708

-

8,690

Carrying amounts:






At 31 December 2021

5,154

12,604

11,663

77,639

107,060

 

9.         Property, Plant and Equipment

             Property Plant and Equipment as at 31 December 2022:


S/Term
Leasehold
Property

Plant &
Machinery

Furniture
& fittings

Computer
Equipment

Owned
Assets

Total


£'000

£'000

£'000

£'000

£'000

£'000

Cost:

 

 

 

 

 

 

At 1 January 2022

31

229

19

837

4,698

5,814

Additions

2

42

-

499

1,805

2,348

Disposals

-

-

-

-

(7)

(7)

At 31 December 2022

33

271

19

1,336

6,496

8,155

Accumulated depreciation and impairment:

 

 

 

 

 

 

At 1 January 2022  

31

153

19

553

781

1,537

Depreciation

1

49

-

275

798

1,123

Disposals

 

 

 

 

(3)

(3)

At 31 December 2022         

32

202

19

828

1,576

2,657

Carrying amounts:

 

 

 

 

 

 

At 31 December 2022         

1

69

-

508

4,920

5,498

 

Property Plant and Equipment As at 31 December 2021:


S/Term
Leasehold
Property

Plant &
Machinery

Furniture
& fittings

Computer
Equipment

Owned
Assets

Total


£'000

£'000

£'000

£'000

£'000

£'000

Cost:







At 1 January 2021   

31

159

19

616

2,364

3,189

Additions

-

70

-

221

2,334

2,625

At 31 December 2021          

31

229

19

837

4,698

5,814

Accumulated depreciation and impairment:







At 1 January 2021   

30

119

19

471

248

887

Depreciation

1

34

-

82

533

650

At 31 December 2021          

31

153

19

553

781

1,537

Carrying amounts:







At 31 December 2021          

-

76

-

284

3,917

4,277

 

10.       Inventories


As at
31 December
2022

As at
31 December
2021


£'000

£'000

Finished goods

5,523

4,962

Work in progress

1,819

3,252


7,342

8,214

 

         

 

The cost of inventories recognised as an expense during the year ended 31 December 2022 in respect of continuing operations was £28,818k (2021: £24,554k). Increase in cost of inventories during the year was due to charge regulations imposed in June and December 2022, leading to additional rework costs on existing units.

Included within work in progress is hardware purchased for installation in progress but not yet complete, time spent on installations in progress but not yet complete and invoices received against installations in progress but not yet complete.

 

11.       Trade and other receivables


As at
31 December
2022

As at
31 December
2021


£'000

£'000

Trade receivables

18,841

18,795

Loss allowance

(507)

(216)


18,334

18,579

Other receivables

940

338

R&D tax credit receivable

1,174


Prepayments and accrued income 

6,434

5,124


26,882

24,041

 

12.       Trade and other payables and other non-current liabilities

 


As at
31 December
2022

As at
31 December
2021


£'000

£'000

Trade payables

9,096

12,110

Other taxation and social security  

3,098

1,020

Accruals and deferred revenue

21,163

20,568

Contingent consideration

-

1,000

Other payables

3,062

1,475


36,419

36,173

            

   There is no material difference between the carrying value and fair value of trade and other payables presented.

The contingent consideration of £1,000,000 relates to a warranty retention liability which was set up on the acquisition of Pod Point Holding Ltd by the Company in February 2020. No warranty claims have been made against the shareholders of Pod Point Holding Limited and the amount was repaid to shareholders of Pod Point Holding Limited on 11 February 2022.

13.       Loans and borrowings


As at
31 December
2022

As at
31 December
2021


£'000

£'000

Current liabilities

 


Secured bank loan

2,842

707

Non-current liabilities

 


Secured bank loan

481

2,326

            

             During the 11 months ended 31 December 2020, the Group entered into £3.5 million facility agreement with Triodos Bank UK Limited for a period of 5 years, to fund charging units owned by the Group and installed at customer sites. The facility is structured as a construction facility while the assets are being installed, at which point the outstanding balance will become an operating facility. The interest rate is fixed at 3.5 per cent. The loan is repayable in eighteen quarterly instalments starting one quarter after the start of the operating facility.

            

An additional loan was entered into with Triodos Bank UK Limited during the year ended 31 December 2022, for £1.25 million under the same facility agreement. The interest rate is fixed at 4.969 per cent. The loan is repayable in eighteen quarterly instalments starting from the first payment date.

 

No changes in liabilities arising from financing activities has been identified during the year ended 31st December 2022 or are expected in the near future.

 

14.       Share based payments

             Charge to the income statement:
            
The charge to the income statement is set out below:



Year ended
31 December
2022

Year ended
31 December
2021


£'000

£'000

IPO Restricted Share Award

2,238

2,256

IPO Performance Share Award

759

136

SIP

360

30

Long-term Incentive Plan

611

-

Deferred Share Bonus Plan

505

-

National insurance on share based payment awards of £630k (2021: £343k) has also been charged to the income statement.

 

15.       Loss per share

Basic earnings per share is calculated by dividing the loss attributable to the equity holders of the Group by the weighted average number of shares in issue during the year.

The group has dilutive ordinary shares for the years ended 31 December 2022 and 31 December 2021, these being share options granted to employees. As the Group has incurred a loss in all periods, the diluted loss per share is the same as the basic earnings per share as the loss has an anti-dilutive effect.


Year ended
31 December
2022


Year ended
31 December
2021


£

£

Loss for the period attributable to equity holders 

20,211,814

14,322,377

Basic and diluted weighted average number of shares in issue   

153,405,628

107,750,615

Earnings/(Loss) per share (Basic and Diluted)

(0.13)

(0.13)

 

In determining the share numbers and earnings per share for the year ended 31 December 2021, calculation above the requirements of IAS 33 'Earnings per share' have been applied to reflect the bonus issue and share consolidation detailed in Note 14 as if it had taken place at the start of the earliest period for which an earnings per share is presented.

 

16.       List of subsidiaries

             The Group holds share capital in the following companies:


Name of company

Classification

Country of
Incorporation


Principle activity


Ownership


Registered Address

Pod Point Limited

Direct

United Kingdom

Development and supply of equipment and systems for electric charging vehicles

100%

28-42 Banner Street Banner Street, London, England, EC1Y 8QE

Pod Point Holding Limited

Direct

United Kingdom

Holding Company

100%

28-42 Banner Street
Banner Street, London, England, EC1Y 8QE

Open Charge Limited

Direct

United Kingdom

Development and supply of equipment and systems for electric charging vehicles

100%

28-42 Banner Street Banner Street, London, England, EC1Y 8QE

Pod Point Norge AS

Direct

Norway

Development and supply of equipment and systems for electric charging vehicles

100%

Engebrets vei 3, 0275, Oslo, Norway

Pod Point Asset One Limited

Direct

United Kingdom

Development and supply of equipment and systems for electric charging vehicles

100%

28-42 Banner Street Banner Street, London, England, EC1Y 8QE

 

17.       Related parties

             Transactions with Shareholders

During the year ending 31 December 2022, the Group had the following transactions group companies part of the EDF Group and Legal & General group:

Group Company

Sales of goods

'£000

Purchase of goods

'£000

EDF Energy Limited

335

-

EDF Energy Customers Limited

-

390

 

During the year ending 31 December 2021, the Group had the following transactions group companies part of the EDF Group and Legal & General group:

Group Company

Sales of goods
'£000

Purchase of goods

'£000

Interest and fees on
intercompany loan

'£000

Legal & General group

46

-

232

EDF Energy Limited

263

-

-

EDF Energy Customers Limited

-

850

806

             Transactions with related parties who are not members of the Group

             During the year ended 31 December 2022, the Group had the following transactions with a related party who is not a member of the Group. Imtech Inviron Limited is a related party by virtue of their ultimate parent and controlling party being Électricité de France S.A.:

•           Sale of goods of £180k (2021: £48k)

Transactions with key management personnel of the Group

      Key Management Personnel are defined as member of the Group's Strategic Board.

See Note 5 for details of compensation of key management personnel. Certain employees hold shares in the Group, including Key Management Personnel.

 

18.       Post balance sheet events

 

There are no post balance sheet events.

19.       Ultimate parent undertaking and controlling party

The immediate parent company of the Company and its subsidiaries is EDF Energy Customers Limited , a company registered in the United Kingdom.

The immediate parent company of EDF Energy Customers Limited  is EDF Energy Limited, a company registered in the United Kingdom.

At 31 December 2022 and 31 December 2021, Électricité de France SA, a company incorporated in France, is regarded by the Directors as the Company's ultimate parent company and controlling party. This is the largest group for which consolidated financial statements are prepared. Copies of that company's consolidated financial statements may be obtained from the registered office at Électricité de France SA, 22-30 Avenue de Wagram, 75382, Paris, Cedex 08, France.

 

Principal Risks & Uncertainties

 

Our risk management processes are as summarised in our FY21 Annual Report and which, in respect of the year ended 31 December 2022, the Board considered that these processes remained effective.

 

Our principal risks and uncertainties are discussed at each meeting of the Audit and Risk Committee together with an evaluation of our risk management process and any new, emerging or changing risks identified on the Company's risk register. In respect of the year ended 31 December 2022, the Board considered our principal risks and uncertainties remain unchanged from those that were reported in our H122 Interim Results. The output of this assessment is set out below, where we provide a summary of each of our principal risks and the potential consequences should the risk materialise updated to reflect developments in the second half of 2022.

 

As a purpose driven company that exists to reduce the environmental impact of travel on the planet, climate change and the implications of climate-related risks on our business are important factors carefully monitored and assessed. In 2022, we integrated climate-related risk assessment as an explicit requirement into our risk management processes. As part of this, climate-related risks have been identified that may affect the business and/or may contribute towards some of our principal risks and we will report in more detail on these as part of our FY22 Annual Report. Whilst climate related risks are not currently recognised as posing a principal risk to the Group, given the significance of climate change to our mission, the Board and the executive team continue to review the potential impact of climate change on the Group and its stakeholders, both internally, on such matters as our strategy, products and services and operational measures; as well as externally, on such matters as customer behaviour, market/ industry developments and regulatory change.

 

No.

Risk

Details and Consequences

1

Our growth and success is highly correlated with and thus dependent upon the continuing adoption of and demand for EVs

·      EV market is fast moving, characterised by changing technologies, price competition, additional competitors, evolving government regulation and standards, frequent new vehicle announcements and changing consumer demand and behaviour.

·      EVs has grown in recent years in the UK, but no guarantee of continuing future demand.

·      Slower EV sales may result in lower demand for charging equipment. Could have a material adverse effect on our business, financial condition, results of operations and prospects.

·      Remains to be seen whether a roll-out of public charging infrastructure can be successful in areas with lower concentrations of individuals driving EVs and therefore reduced usage demand.

·      As reported in our Trading Update in November 2022, growth in PIV registrations slowed markedly in the H2 2022 driven by supply chain challenges causing reduced EV deliveries into the UK. A live risk that we are monitoring and the outlook for 2023 remains difficult to predict.

·      In the longer term we expect the UK to return to rapid growth in PIV registrations as the supply chain restrictions and general economy recovers.

 

No.

Risk

Details and Consequences

2

Competition in the industry and market segment in which we operate may materially adversely affect our market share, margins and overall profitability

·      Our industry and market segment are highly competitive.

·      Competition comes from large international organisations as well as smaller start-ups. Competition is based on several key criteria including price, product technology and performance, delivery times, flexibility, design and innovation, brand recognition, customer access and sales power as well as the scope and quality of services.

·      Automotive OEM partners may develop or acquire certain capabilities in-house such as developing their own brand, reducing demand for our products, systems and services.

·      These developments could limit our addressable market and ability to gain new customers negatively impacting our business, financial condition, results of operations and prospects.

No.

Risk

Details and Consequences

3

Delays to Product Development

 

 

·      Global supply chain challenges and component cost increases in H1 2022 required us to direct product development resources towards limited redesign of our existing products to facilitate greater component flexibility, supply chain resilience and protect margins.

·      This mitigated exposure to market-wide supply and production disruption and enabled us to meet customer demand during challenging global macro-economic conditions.

·      Delay to new technology developments and innovation affecting roll out of new products against our roadmap could potentially impact desirability and demand for our products (as described in Risk 2).

No.

Risk

Details and Consequences

4

Ongoing and potential future disruptions to the global supply chain could have a material adverse effect on demand for our products as well as on our ability to source components for our charge points

 

·      Global supply chain for EVs, EV production and EV charger componentry remains disrupted as a result of a number of COVID-19 related impacts - including factory closures, shortages in semiconductors and the repurposing of factories and production lines for COVID-19 related medical devices and equipment.

·      Global supply of semiconductors experienced severe constraints in 2022.

·      At FY22, long EV delivery lead times persist and this has a consequential impact on demand for EV charge points.

No.

Risk

Details and Consequences

5

Government and regulatory initiatives, the outcomes of which are unknown, could materially impact our business

·      Market for EVs and EV-related products is new and growing quickly. Applicable regulations evolve at a corresponding pace. It remains the focus of various ongoing Government and regulatory initiatives and enquiries, the outcomes of which are unknown.

·      Failure to comply with laws or regulations could result in fines, sanction, claims, liabilities and/or reputational damage which could adversely affect our business, financial condition, results of operations and prospects.

No.

Risk

Details and Consequences

6

We are exposed to health and safety risks related to our products and the installation, maintenance and operation of electrical equipment and systems

·      All charge points conduct electricity and as such carry an inherent potential electrical hazard risk.

·      Our charge point operations involve the installation, maintenance and operation of electrical equipment and systems, which could expose our customers, employees, partners, installers and the public to a number of hazards, including electrical lines and equipment, mechanical failures, transportation accidents and adverse weather conditions.

·      These hazards can cause personal injuries and loss of life, damage or destruction of property and equipment and other related damage, liability or loss.

No.

Risk

Details and Consequences

7

Our technology could have undetected defects, errors or bugs in hardware or software

 

 

 

·      Our software and hardware may in future contain undetected defects or errors as we evolve the features and functionality of our software platform and charge point hardware through updates and enhancements.

·      It is possible, this process may introduce defects or errors that may not be detected until after deployment to customers and installation of charge points.

·      In addition, if updates or patches are not implemented, or our products and services are not used correctly or as intended, inadequate performance or disruptions in service may result.

·      Events arising as a result of a malfunctioning charging station or defect or bug in the software or hardware could cause loss, damage or injury to persons or property and a resulting claim from the affected parties. Any insurance that we carry may not be sufficient, or may not provide cover in all situations.

No.

Risk

Details and Consequences

8

The deterioration of economic conditions in the UK, a deterioration in the UK's economic relationship with the EU or a future health pandemic may materially adversely impact our business, financial condition and results of operations.

 

·      Our business and results of operations are affected by the general economic conditions of the UK.

·      Changes in these economic conditions impact consumer confidence and spending as well as the general business climate and levels of business investment.

·      As demand for our products is closely related to demand for EVs, any negative impact on consumer confidence and consumer spending is likely to be reflected in the number of new EVs purchased which in turn is likely to impact demand for our products.

·      Uncertainty and unpredictability concerning the UK's legal, political and economic relationships with the EU and the European Economic Area following Brexit could adversely affect trading agreements and/or lead to logistical and administrative issues for cross-border shipments. Our orders could be delayed or we could be required to pay additional, unexpected tariffs.

·      Impact of COVID-19 created significant volatility in the global economy and led to reduced economic activity. The extent to which the COVID-19 pandemic and/or future health pandemics impact our business, financial condition, results of operations and prospects will depend on future developments, which are uncertain and cannot be predicted.

No.

Risk

Details and Consequences

9

Disruptions to our network and IT systems, including from malware, viruses, hacking, phishing attacks and spamming

·      We depend on our IT systems to, among other things, operate and manage our charge points, exchange information with our commercial partners and customers and to maintain financial records and accuracy.

·      IT systems failures, including risks associated with upgrading systems, network disruptions or a cyber attack could disrupt operations or lead to fraud by compromising our cyber security and the protection of customer or Group information and financial reporting and impeding processing of transactions, leading to potential liability and increased costs.

·      Computer malware, viruses, physical break-ins or a cyber attack and similar disruptions could lead to fraudulent activity, regulatory sanctions, claims and other liabilities and interruption and delays to our services and operations as well as loss, misuse or theft of data.

·      3G and 4G network outages could adversely affect both our network communication capabilities, as well as user interaction with our mobile application and charge points. Poor app service could have a material adverse effect on our business, financial condition, results of operations and prospects.

·      Computer systems, including back-up systems, could be damaged or interrupted by power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, events such as fires, earthquakes, floods and/or errors by our employees.

·      We collect personal information in relation to our customers and employees and other data as part of our business operations. We are exposed to the risk that such data could be wrongfully appropriated, lost or disclosed, damaged or processed in breach of privacy or data protection laws.

No.

Risk

Details and Consequences

10

Our success depends on our ability to hire and retain management, key employees and other qualified

and skilled employees and we may not be able to attract and retain such personnel

·      Future performance depends on the continued service of senior managers and other key personnel, including employees involved in research and development, sales, marketing and employees with critical know-how and expertise.

·      Loss of senior managers or other key personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.

·      Success also depends on ability to attract, retain and develop qualified and skilled personnel. This is especially important given the increasingly competitive market for talent and the expected high growth in the EV charging segment.

·      New regulations in the industry could require specific qualifications to install EV charging equipment, which could result in a reduced labour force and higher costs.

 

 



[1] Consistent methodology with 2021 reporting.

2 Home installation units (excluding wholesale units) as a % of reported SMMT PIV registrations in same period

 

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