Penneo expects continued growth in ARR and guides ARR at the level of 87-95M DKK at the end of 2023
corresponding to an ARR growth rate of 23%-34%.
The outlook is based on currency exchange rates per end of 2022.
End of year 2022
Penneo Annual report 20224
*EBITDA does not include income and costs categorised as “Other income” and “Other operating expenses”
on page 53.
Financial performance highlights
EBITDA development
Cash development
*Adjusted for the cost that is associated with the listing on both the First North and the Copenhagen Main
Market (2.3M DKK in 2020 and 2.4M DKK in 2022)
M DKK2019202020212022
Revenue27.635.554.372.1
Cost of sales(5.4)(7.0)(9.7)(12.5)
Gross prot22.228.544.659.5
Other external expenses(4.6)(8.6)(14.4)(17.8)
Sta costs(16.8)(28.6)(44.2)(52.8)
EBITDA*0.8(8.7)(14.1)(11.1)
M DKK2019202020212022
Cash ow from operating activities(1.0)(8.7)(8.1)(10)
Cash ow from investing activities(4.7)(13.4)(15.5)(19.4)
Free Cash Flow(5.7)(22.2)(23.6)(29.4)
Adjusted*2.32.4
Adjusted Free Cash Flow(5.7)(19.9)(23.6)(27.1)
Cash ow from nancing activities9.745.817.157.2
Cash and cash equivalents EoY8.231.825.453.2
Management’s reviewPerformance highlights
2023 EBITDA guidance
Penneo expects an EBITDA at a level of
negative 10M DKK to negative 15M DKK.
Despite a volatile macroeconomic envi-
ronment, Penneo remains condent in its
current growth strategy. We will contin-
ue to invest in maturing and scaling our
organization, although we may choose to
adjust investments if market conditions
change. These investments span across
sales and marketing, product develop-
ment and other key areas.
5Penneo Annual report 2022
Our vision
Let’s make it easy and benecial for
companies to be compliant in a world
where being accountable for the way
you do business is a matter of course.
In 2022, Penneo continued its journey evolving from a digital signature platform company to a broader provider of advanced automation solutions. These solutions help
businesses operate in AML-regulated industries by optimizing document transactions and meeting compliance requirements in a more simple and ecient way.
Penneo Annual report 20226
Management’s reviewLetter to our stakeholders
Letter to our
stakeholders
In the past year, Penneo has made solid progress
scaling its business for growth, serving more customers
than ever before and expanding our geographical
footprint in Europe. Meanwhile, we have improved and
broadened the functionality of the solutions we oer
in digital signing, document workows and regulatory
compliance.
Despite this progress, 2022 has also been an
extraordinary year with various external factors
impacting the markets where we operate. For example
the Russian invasion of Ukraine, rising ination and
interest rates, unfavourable exchange rates, energy
crisis, supply chain disruption and the pressing need
to tackle climate change. All of these factors combined
to produce a dicult set of conditions that negatively
impacted our customers’ buying behaviour and also
led to somewhat longer sales cycles for some of our
larger deals.
Nevertheless, Penneo achieved an ARR of 71.0M DKK
in 2022 which is in line with the adjusted guidance of
70-75M DKK we provided in October 2022 (company
announcement no. 29-2022). This corresponds to a
YoY growth rate of 28%, which is lower than our initial
expectation of a 40%-49% yearly growth rate.
Furthermore, we do not believe the current economy
has changed the longer term growth potential of
Penneo. We remain a company with a solid subscription-
based business model with growing ARR from both
existing and new customers, low yearly ARR churn,
and a relatively high contribution margin. Moreover,
we continue to see strong underlying market trends
that translate into attractive possibilities in both our
existing markets and new foreign markets across the
two distinct solution areas we cover; digital signing and
document workows (Penneo Sign), and Know Your
Customer software (Penneo KYC) that helps companies
onboard new customers and take care of regulatory
compliance.
Across Europe, and especially in countries that are
late digital adopters, political focus on automation
and digitization remains strong due to the huge
potential it holds to unleash eciency improvements
saving both time and money. This focus is supported
by national political initiatives and also regulation at
the EU level. In addition, companies continued to face
more stringent regulatory demands within Anti Money
Laundering (AML) regulation in 2022, driving them to
be more accountable for the way they do business. This
triggered growing interest for regulatory tech solutions
including our Penneo KYC solution.
In May 2022, for example, Penneo announced (company
announcement no. 16-2022) that an existing strategic
cooperation with PwC Denmark was expanded to
include the company’s KYC software in a move aimed at
automating key parts of PwC’s compliance processes.
Moreover, constructive sales dialogue about similar
projects in other large audit and accounting companies
was initiated, although the current macroeconomic
climate has led to some delays and a more cautious
approach to start new projects.
More broadly speaking, 2022 was a year characterised
by several catalytic moments for Penneo. We entered
the year on a high since COVID-19 drove strong demand
for our Penneo Sign solution throughout 2021. This
demand dropped somewhat in late 2021, but was
outweighed by adding our Penneo KYC solution as a
new revenue stream. Therefore, we kicked o 2022
with lots of optimism and in March, while still listed on
the Nasdaq First North Growth Market, we issued new
7Penneo Annual report 2022
shares in a private placement directed at a group of
institutional investors that led to net proceeds of 59M
DKK. This capital raise was a historic milestone since it
boosted the overall cash position we can leverage to
accelerate and scale our organisation for growth.
After this, we migrated from Nasdaq First North
Growth Market to the Copenhagen Main Market in
April, marking another signicant milestone. This move
was a natural next step for us and also a clear indicator
that Penneo has now reached a new level of maturity in
the way we operate our business.
More importantly, as we moved further into 2022,
our focus has been to take advantage of our new cash
position and use it to accelerate and create an even
more professional organisation with the right structure
and mix of competences. Due to the economic climate,
we have taken a slightly more conservative approach,
but our strategic objective remains the same. We want
to achieve growth in our existing markets, primarily
Denmark and the Nordics, and simultaneously expand
into new markets in Europe. Consequently, in the second
half of 2022 we established a local team in Belgium and
intensied the evaluation of other markets in Europe.
As we continue to scale, hiring new talent while making
sure we can hold on to the employees we already have, is
a critical success factor. In 2022 this proved challenging
in part due to the general ‘war for talent’, but also
due to a reorganisation of our sales structure aimed
at serving existing and new customers better. This
transformation triggered some undesired employee
attrition, but was mitigated and we now have a new
organisational setup in place that we are ramping up
with additional sales sta. Furthermore, over the last
year we have also hired senior recruitment specialists
and made general improvements to our HR processes
Highlights 2022
Penneo submits application and
receives approvals for listing on Nasdaq
Copenhagen Main Market and deletion
from First North.
While listed on First North, Penneo carries
out an oering of new shares to a group of
institutional investors resulting in net pro-
ceeds of 59M DKK.
Penneo publishes a prospectus for the
admission to trading and listing on the
Copenhagen Main Market. April 1 marks
the last day of trading on First North.
MarchMarchAprilAprilApril
The rst day of trading and ocial listing
on Nasdaq Copenhagen Main Market
using the company’s existing symbol,
“PENNEO”.
Steen Heegaard is elected as a new
member of the Penneo Board of Directors
joining Christian Sagild, Rikke Stampe Skov
and Morten Kenneth Elk.
Management’s reviewLetter to our stakeholders
8Penneo Annual report 2022
Management’s reviewLetter to the our stakeholders
that we believe will help us attract and retain talent as
we move forward.
Another noteworthy Penneo achievement is the
important work that we did to upgrade our Penneo
Sign technology platform to offer the highest level of
electronic signature in the eIDAS regulation: Qualified
Electronic Signatures (QES). In early 2023, this led to
the official acceptance of Penneo on the EU Trust List,
a public list of providers that are officially accredited
to deliver the highest levels of compliance with the EU
signature regulation.
This approval is important because we believe it
will serve both as a door opener and competitive
differentiator in our ongoing effort to penetrate the
audit and accounting vertical and related AML regulated
industries in EU countries outside Scandinavia. As
such, we believe it will contribute to our future growth
across Europe and we look forward to taking advantage
of this.
Also related to our Penneo Sign product, we announced
in November (company announcement no. 30-2022)
that Penneo has expanded an existing strategic
agreement with Bankdata, a major Danish financial IT
provider, extending the usage of Penneo Sign to the
private customers of Bankdata’s member institutions
that include eight major banks in Denmark with more
than 1.6 million private customers. Again, this solidified
the market position that our Sign solution has achieved
within the financial industries while also underlining
that the investments we have made in improving the
functionality of this solution, are paying off.
As we enter 2023, we believe Penneo is well equipped
to continue its growth journey. During the last year
we have matured significantly and the challenges and
uncertainties we faced is something our employees have
handled with an admirable spirit and determination. It
is thanks to their hard work, planning and care for each
other that we can look back on a year in which Penneo
delivered such strong results and kept the trust of our
customers.
We speak on behalf of the entire Penneo Board of
Directors and leadership team when we say that this
makes us extremely proud and grateful. So, thank you
to all Penneos, customers, shareholders and partners
for the progress we made together in 2022. We look
forward to taking the next steps on our journey in 2023.
Highlights 2022
Penneos expands an existing cooperation
with PwC Denmark to include the company’s
electronic KYC solution that automates
parts of its compliance process.
Penneo expands an existing agreement
with Bankdata extending the usage of Sign
to the 1.6M private customers that are
served by Bankdata’s member institutions.
Penneo hires Hans J. Skovgaard as Chief
Technology and Product Ocer.
Christian Sagild
Chairman of the Board of Directors
Christian Stendevad
Chief Executive Ocer
Penneo announces that it is working on
upgrading Sign to oer the highest level of
electronic signatures in the eIDAS regulation,
and get listed on the EU Trust List.
Penneo hires a new head of sales for the
Belgian market to build a local team and
secure growth in this market.
MayJuneAugustNovemberDecember
9Penneo Annual report 2022
Penneo Annual report 202210
$
Penneo is currently pursuing a two-fold growth strategy aimed at creating
more growth in our existing markets, while simultaneously expanding to
new geographical markets across Europe.
This eort is supported by three primary investment streams:
In existing markets, our focus is
to target the broader auditing
and accounting industry as well as
other AML regulated industries.
We also want to take advantage
of the network eect to other
industries.
StepStep
Penneo is a Danish Software-as-a-Service (SaaS)
company and a market leader in software for
the audit and accounting industry in the Nordic
countries.
Management’s reviewPenneo at a glance
Our strategyOur equity story
Upsell Penneo KYC
product to auditor
and accounting
customers
Penetrate AML
regulated industries
with Penneo’s KYC
and Sign products
Expand through the
audit and accounting
vertical to become
the preferred solution
for auditors in Europe
Outside of the Nordics, our
approach is initially to attract
auditing and accounting companies
by capitalizing on the product-
market t and strong relationship we
have with auditing and accounting
customers in Scandinavia.
12
The combination of a strong subscription-based model with growing ARR
from both existing and new customers, low yearly churn, high contribution
margin, and attractive possibilities in both existing and new markets gives
us a strong foundation for growth. Particularly since our business model is
scalable and we operate in high growth markets driven by both digitalization,
increased regulatory demands and sustainability.
We provide a scalable platform
that provides automation features
across multiple aspects of digital
transactions and workows related
to client onboarding, digital signing,
and document management in a
compliant, ecient and easy way.
Growing digitisation in Europe and the
network eects provided by the large
audit and accounting customers are
powerful enablers and distribution
channels for Penneo to become the
preferred solution for the audit and
accounting industry in Europe.
Penneo Annual report 202211
Our marketsOur history
Denmark
Norway
Sweden
Belgium
Penneo was founded in 2014 by by a group of Danish entrepreneurs with
a shared ambition of reducing the “hassle to get documents signed” by re-
placing pen and paper with a digital alternative.
Penneo has a strong presence in Denmark, Norway and Sweden and has
entered Belgium. These four countries have our main commercial focus. In
addition, we have customers in Finland, Germany and other countries.
The Nordic markets are some of the most digitalized in Europe and have by
far the highest adoption of eIDs. Despite a strong foothold among auditors,
Penneo still has a considerable potential to penetrate the Nordic markets
further with Penneo Sign and Penneo KYC by focusing on other AML-
regulated industries such as nance, lawyers, property admin, real estate,
etc. with a need for both our Sign and KYC solution.
In line with the broader digitalization of Europe, including the adoption of
national eIDs, Penneo is also well positioned to gain market share outside
the Nordics. Currently, Penneo is considering entering markets such as the
Netherlands, France, Germany and Austria, and others as well.
Today, Penneo has evolved into much more
than just a digital signature tool. With our two
solutions, we ensure secure and convenient
digital interactions with digital signing featuring
automated signing ows and identity verication,
as well as automated client onboarding/KYC
processes with risk assessment, record keeping,
and continuous data monitoring in compliance
with GDPR and AML regulation.
customers
2,500+
Early on, auditors became a strategic focus for
Penneo, and the company has evolved together
with the increasing complexity of workows and
requirements related to this industry. However,
as companies in many other industries carry out
similar workows and are subject to the same
regulation, Penneo is now helping more than
2,500 customers across many industries with
automating recurring administrative tasks. We
are headquartered in Copenhagen and currently
employ 111 people.
Management’s reviewPenneo at a glance
Penneo Annual report 202212
Management’s reviewPerformance highlights
How we measure
our performance
SaaS terms explained
Penneo uses a range of SaaS metrics to evaluate its
performance. E.g. Annual Recurring Revenue (ARR), ARR
churn, Net Retention Rate (NRR), Customer Acquisition
Cost (CAC) and Customer Life-Time Value (CLTV).
These metrics provide a picture of our potential ability
to generate revenue and cash ow in the future and
how eective we are in terms of gaining and keeping
customers. Some of the metrics we use to evaluate our
performance are described here.
Annual Recurring Revenue (ARR)
Used to measure the recurring revenue from customers. ARR can
be measured in two ways: Live ARR and Contract ARR. Live ARR is the
recurring revenue currently being received, whereas Contract ARR also
includes the recurring revenue that a company has contracted to receive
from its customers, but not necessarily started receiving yet.
In Penneo, we calculate ARR as Live ARR since we prefer to present the
current status of our business. From 2019 and onwards, all new customers
in Penneo were onboarded to a fully subscription-based model. By the
end of 2022, 80% of the revenue was subscription-based compared to
75% at the end of 2021.
ARR churn
Refers to the decrease in ARR in a given time period due to the expiration of
a customer relationship. A low ARR churn rate indicates that a company’s
products have a strong market t and the price/value relationship is in
balance. In Penneo, we consider a churn rate below 5% as healthy.
Continuous high ARR growth rates
Development in ARR comes from three sources: (i) main-
taining low churn, (ii) securing upsell and cross sales to
existing customers, and (iii) attracting new customers
on existing and new markets. Penneo has signicant-
ly increased ARR each year since it was founded. From
2020 to 2021, Penneo increased ARR by 50% from 37M
DKK to 55M DKK, and in 2022, Penneo realized an ARR
of 71M DKK corresponding to a growth of 28%.
Low ARR churn rate
By providing a strong product t to our customers,
Penneo has maintained a low ARR churn rate of 2% and
4% for 2021 and 2022 respectively. Churned customers
primarily fall outside our strategic focus areas,
emphasizing the ‘stickiness’ of our software.
Signicant ARR uplift from existing customers
In absolute terms, Penneo increased uplift from
existing customers from DKK 6.3M in 2020 to 9.5M DKK
in 2021 and realized an uplift of 9.1M DKK in 2022. In
2022, the uplift was driven by two factors; (i) existing
customers increasing their usage of Penneo Sign and
upgrading their subscription, and (ii) existing Penneo
Sign customers subscribing to Penneo KYC.
New customers onboarded
Over the years, Penneo has been able to expand its
customer base signicantly. In 2021 for example, we
onboarded 530 new customers and in 2022, a total of
404 new customers were added.
ARR uplift
Used to measure growth from customers who became customers in a
previous period. In Penneo, ARR uplift comes from upgrading existing
subscriptions, e.g. a larger commitment from Penneo Sign customers or
upselling Penneo KYC to Sign customers.
Customer Acquisition Cost (CAC)
How much a company spends to acquire one new customer in a given
period. Overall, there are two types of CAC; Fully loaded CAC and Direct
CAC. Fully Loaded CAC includes all the costs associated with acquiring a
new customer, whereas Direct CAC includes only the direct costs.
In Penneo, we include compensation costs to reps in sales and marketing
who are directly involved in the sales process and also direct advertising
expenses. In other words, we use Direct CAC, since we believe it is the best
metric in a scaling phase where measuring the incremental investment in
one new customer makes sense. In the future, where overall protability
has a higher priority than growth, it makes sense to use Fully loaded CAC.
It’s important to note that CAC is a metric that should be tracked over
time, as the number of new customers can vary due to seasonality, selling
cycle and coincidental factors.
Average Revenue Per Account (ARPA)
A metric used to measure the average yearly revenue generated from
each individual customer. Commonly used to measure the ability to
create uplift from customers.
Customer Life-Time Value (CLTV)
Highlights the long-term value of a customer relationship making it pos
-
sible to make informed decisions about pricing, customer acquisition, and
retention. Development in CLTV should be viewed alongside CAC to eva-
luate the protability in a scaling phase where cash ow often is negative.
Net Retention Rate (NRR)
Measures the retention of ARR from existing customers in a given time
period. NRR is calculated by subtracting ARR churn from ARR uplift. A
high NRR indicates that it might be protable in the long term to invest in
acquiring more customers in the short term even if CAC increases.
Penneo Annual report 202213
1
11
1
222
2
4
4
4
5
6
8
8
4
6
9
10
5
5
6
7
7
8
8
10
14
9
3
4
5
6
7
8
3
4
4
6
6
6
1
2
3
3
7
10
18
25
37
55
71
20152016201720182019202020212022
2014
2015
2022
2021
2020
2019
2018
2017
2016
Annual Recurring Revenue Development
Yearly cohorts (M DKK)
This chart shows net ARR
growth development
from customer cohorts in
M DKK. Customer cohorts
refer to groups of new
customers that Penneo
has acquired in a 12
month nancial period.
Management’s review
ARR growth from
nancial year
cohorts
Performance highlights
New customers that Penneo acquires in one specic
nancial period (customer cohorts) evolve and gradually
contribute with additional ARR in subsequent years.
This is important since the cost of acquiring a new
customer on average initially outweighs the upfront
income generated by this customer.
An analysis of all nancial years since Penneo was
established in 2014 shows a yearly average growth of
18% in net ARR from any given customer cohort during
the rst ve years.
Moreover, when viewed individually, cohorts are
developing with a positive year-on-year growth.
From 2019 and onwards, new customers have been
onboarded to a fully subscription-based model. By
the end of 2022, 80% of the revenue was subscription-
based compared to 75% at the end of 2021.
Penneo Annual report 202214
60
70
The annual development represents the development from 2021 to 2022 and is measured on the last day of
both periods.
EoY 2021Churn
Penneo Sign
Churn
Penneo KYC
Uplift
Penneo
Sign
Uplift
Penneo
KYC
Existing
customers
New Penneo
Sign
New Penneo
KYC
EoY 2022
-2.1
-0.1
62.5
55.5
40
50
6.7
1.9
71.0
4% ARR churn on
lost customers
2.8
6.3
Sign
52,1
15% ARR new
customers
Sign
63.0
Sign
56.4
Annual Recurring Revenue Development
In the period (M DKK)
KYC
8.0
KYC
6.1
KYC
3.4
16% ARR uplift on
existing customer
In Q4 2022, Penneo realized its second largest quarterly
result increasing ARR with 6M DKK to 71M DKK. This
performance was driven by strong ARR uplift from
existing customers, especially due to an expansion of
our agreement with Bankdata. In addition, Penneo also
secured 125 new customers in Q4, making it the quarter
of 2022 with the highest number of new customers
onboarded.
Looking at 2022 as a whole, however, reveals a more
mixed picture. Penneo reached an ARR of 71M DKK
which corresponds to a YoY growth rate of 28%. This
result is in line with our latest ARR guidance of 70-75M
DKK, but lower than our previous expectation of a 40%-
49% yearly growth rate.
In Q4, the buying behavior observed in Q3 continued,
negatively impacting selling cycles by delaying larger
Penneo KYC deals or resulting in smaller initial business
commitments. Similarly, the average deal size for new
customers in Q4 continued to be lower than in H1, even
*EBITDA does not include income and costs categorised as “Other income” and “Other operating expenses” on page 53.
Penneo Annual report 202244
Key gures
Financial reviewKey gures
M DKK20222021202020192018*
Financial performance
Annual recurring revenue**71.055.537.025.018.0
Revenue72.154.335.527.622.7
Gross prot59.544.628.522.219.7
Operating prot(23.5)(22.7)(16.2)(2.2)3.7
Net nancials(2.3)(1.4)(1.0)(0.5)(0.1)
Net prot/(loss)(20.3)(18.6)(12.8)(2.7)(2.2)
Purchase of property, plant and equipment0.10.70.60.20.0
Purchase of intangible assests19.114.823.93.45.6
Trade receivables20.011.88.73.55.2
Free cash ow(29.4)(23.6)(22.2)(5.7)2.9
Equity105.557.057.69.06.1
Total assets152.0104.595.939.422.9
Financial ratios
ARR growth28%50%48%39%80%
Revenue growth33%53%29%21%141%
Gross margin83%82%80%81%87%
Operating margin(33%)(42%)(46%)(8%)16%
Solvency ratio69%55%60%23%27%
Asset turnover0.60.50.50.91.4
Trade receivables turnover ratio4.55.46.15.83.7
ARR growth vs FCF***(1.9)(1.3)(1.8)(0.8)0.4
Adjusted ARR growth vs FCF****(1.7)(1.3)(1.7)(0.8)0.4
* The annual report of 2018 was prepared in accordance with the Danish Financial Statements Act.
** Annual recurring revenue is a non-IFRS nancial measurement.
*** The growth rate represents the cost of increasing Annual Recurring Revenue by 1 DKK.
**** Adjusted for the cost that is associated with the listing on both the First North and the Copenhagen Main Market (2.3M DKK in 2020 and 2.4M DKK in 2022)
Penneo Annual report 202245
Financial reviewFinancial commentary
Financial commentary
Recognized revenue
In 2022, total recognized revenue increased by 33%
compared to 2021. Revenue from the Belgian market
increased by 229% in 2022 compared to 2021 due to
Penneo’s increased focus on internationalization and
the presence of a new local Penneo team. Meanwhile,
revenue from the Danish market grew by 32% in 2022
compared to 2021.
The deviation between ARR and recognized revenue is
caused by the following three reasons.
1. One-time fees recognized does not count for any
ARR.
2. Recognized revenue from signature packages are
not equal to the ARR from signatures, since the ARR
is calculated by taking the past 12 months of usage
multiplied by the signature price.
3. Revenue is recognized when outlined performance
obligations are met. Please refer to note 1 for fur-
ther explanation.
Cost of sales
Cost of sales has increased by 30% in 2022 compared
to 2021, which is caused by the continuously increased
usage of Penneo’s products. As a result of the increases
in revenue of 33% and cost of sales of 30%, the gross
prot margin has increased from 82% in 2021 to 83%
in 2022.
Other external expenses
Other external expenses have increased by 23% in 2022
compared to 2021. This is a result of the investments
we have made to improve the way Penneo operates
and support the company’s growth and internationali-
zation. It includes for example marketing costs and the
cost of four consultants working full-time for Penneo.
Sta costs
Sta costs have increased by 19% in 2022 compared to
2021 driven primarily by the recruitment of new em-
ployees in sales, marketing and software development.
Furthermore, Penneo has also invested in recruiting
specialists and resources devoted to management to
strengthen and professionalize its organization further.
Other operating expenses
Other operating expenses have increased by 133% in
2022 compared to 2021. Other operating expenses
solely consist of costs related to the Nasdaq Copenha-
gen Main Market listing.
Intangible assets
Intangible assets have increased by 27% in 2022 com-
pared to 2021 which is caused by the growing continu-
ous investment into development projects.
Trade receivables
Trade receivables have increased by 69% in 2022 com-
pared to 2021. The increased sum of trade receivables
is caused by December 2022 being the highest invoicing
month in the lifetime of Penneo. In December 2022, in-
voicing increased by 65% compared to December 2021.
Income tax receivables
Income tax receivable consists of tax credit related to
Penneo’s innovative development projects.
Trade payables
Trade payables have decreased by 40% in 2022 com-
pared to 2021. This decrease has been caused by ex-
traordinary high trade payables in 2021.
Cash ow from operating activities
Net cash ow from operating activities resulted in an
outow of 10.0M DKK in 2022 compared to an outow
of 8.1M DKK in 2021. Net cash ow from operating ac-
tivities is related to the increase in the operations re-
lated costs (e.g. sta costs and increased marketing
activities) that are being invested in the international
expansion of Penneo according to the strategy in ad-
dition to the Nasdaq Copenhagen Main Market listing.
Cash ow from investing activities
Net cash ow from investing activities resulted in an
outow of 19.4M DKK in 2022 compared to an outow
of 15.5M DKK in 2021. The increase is caused by an
increased focus and investment in the continued devel-
opment and enhancement of Penneo’s products.
Cash ow from nancing activities
Net cash ow from nancing activities resulted in an
inow of 57.2M DKK in 2022 compared to an inow of
17.1M DKK in 2021. The increase was caused by the net
59M DKK capital raise in March 2022.
Penneo Annual report 202246
Financial reviewFinancial commentary
DKK20222021
Cash ow from operating activities(10,043,589(8.079,301)
Cash ow from investing activities(19,403,043)(15,481,131)
Free Cash Flow(29,446,632)(23,560,432)
Adjusted*2.365,758
Adjusted Free Cash Flow(27,080,874)(23,560,432)
Cash ow from nancing activities57,192,12617,133,378
Cash ow from nancing activities9.745.8169,80057,891,0119,223,4229,031,981(591,338)(530,624)
Cash and cash eqivalents EoY8.231.865,524,73573,378,89425,415,79721,565,40115,712,84917,085,481
*Adjusted for the cost that is associated with the listing on both the First North and the Copenhagen Main Market (2.3M DKK in 2020 and 2.4M DKK in 2022)
47Penneo Annual report 2022
Financial statements
Penneo Annual report 202248
Statement by
Management
Copenhagen, 28 February 2023
Executive Board
CEO, Christian Stendevad
Board of Directors
Christian Sagild
Rikke Stampe Skov
Morten Kenneth Elk
Steffen Heegaard
The Board of Directors and Executive Board have today
considered and approved the annual report for the
nancial year 1 January 2022 – 31 December 2022 for
Penneo A/S.
The nancial statements have been prepared in
accordance with International Financial Reporting
Standards as adopted by the EU and additional
requirements of the Danish Financial Statements Act.
In our opinion, the nancial statements give a true and
fair view of Penneo’s assets, liabilities and nancial
position as of 31 December 2022 and of the results of
Penneo’s activities and cash ows for the nancial year
01 January 2022 – 31 December 2022. We believe that
the management commentary contains a fair review
of the aairs and conditions referred to therein. The
annual report is submitted for adoption at the Annual
General Meeting which is scheduled to be held on 29
March 2023.
In our opinion, the annual report of Penneo A/S for
the nancial year 1 January to 31 December 2022, with
the le name Penneo-Annual-Report-2022, has been
prepared, in all material respects, in compliance with
the ESEF Regulation.
Financial statements
Penneo Annual report 202249
Independent auditor
To the shareholders of PENNEO A/S
Our opinion
We have audited the nancial statements of Penneo
A/S for the nancial year 1 January 2022 – 31 December
2022, which comprise the income statement, statement
of nancial position, statement of changes in equity and
notes, including a summary of signicant accounting
policies, statement of comprehensive income and cash
ow statement. The nancial statements are prepared
in accordance with International Financial Reporting
Standards as adopted by the EU and additional
requirements of the Danish Financial Statements Act.
In our opinion, the nancial statements give a true
and fair view of the Company’s nancial position at 31
December 2022, and of the results of its operations
and cash ows for the nancial year 1 January 2022 –
31 December 2022 in accordance with International
Financial Reporting Standards as endorsed by the EU
and additional requirements under the Danish Financial
Statements Act.
Our opinion is consistent with our Audit Book
comments issued to the Audit Committee and the
Board of Directors.
Financial statements
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (ISAs) and the
additional requirements applicable in Denmark.
Our responsibilities under those standards and
requirements are further described in the Auditor’s
responsibilities for the audit of the nancial statements
section of this auditor’s report. We are independent of
the Company in accordance with the International Ethics
Standards Board for Accountants’ International Code
of Ethics for Professional Accountants (IESBA Code)
and the additional ethical requirements applicable
in Denmark, and we have fullled our other ethical
responsibilities in accordance with these requirements
and the IESBA Code. We believe that the audit evidence
we have obtained is sucient and appropriate to
provide a basis for our opinion.
To the best of our knowledge and belief, we have not
provided any prohibited non-audit services as referred
to in Article 5(1) of Regulation (EU) No 537/2014.
We were appointed auditors of Penneo A/S for the rst
time on 29 December 2019, for the nancial year 2019.
We have been reappointed annually by decision of the
general meeting for a total contiguous engagement
period of 4 years up to and including the nancial year
2022.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most signicance in
our audit of the nancial statements for the nancial
year 1 January 2022 – 31 December 2022.
These matters were addressed in the context of our
audit of the nancial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Revenue recognition
The recognition of revenue is subject to the inherent
complexities in the software industry. We focused on
this area due to the judgemental and complex nature
of revenue recognition, which include identication of
performance obligations in the contracts including the
associated timing of the revenue recognition. Refer to
note 3 “Critical accounting judgements and key sources
of uncertainty” and note 5 “Revenue” in the Financial
Statements.
How the matter was addressed in our audit
We performed risk assessment procedures to obtain an
understanding of the IT systems, business processes
and relevant controls over the Company’s revenue
cycle. For revenue recognized, we evaluated and
challenged Management’s assessment that all benets
for the licenses have been transferred.
For revenue recognized at a point in time, we evaluated
and challenged Management’s documentation for
the right to payment and that the licenses have been
transferred and made available to the customer.
For revenue recognized over time we evaluated and
challenged Management’s assessment that customers
over time consumes and benet from the services
delivered. We also assessed the outcome of prior
period estimates.
Penneo Annual report 202250
Financial statements
Statement on the management review
Management is responsible for the management review.
Our opinion on the nancial statements does not cover
the management review, and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the nancial statements,
our responsibility is to read the management review and,
in doing so, consider whether the management review
is materially inconsistent with the nancial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
Moreover, it is our responsibility to consider whether the
management review provides the information required
under the Danish Financial Statements Act.
Based on the work we have performed, we conclude that
the management review is in accordance with the nancial
statements and has been prepared in accordance with
the requirements of the Danish Financial Statements
Act. We did not identify any material misstatement of
the management review.
Management’s responsibilities for the Financial
Statements
Management is responsible for the preparation of
nancial statements that give a true and fair view in
accordance with International Financial Reporting
Standards as endorsed by the EU and additional
requirements of the Danish Financial Statements Act
as well, and for such internal control as Management
determines is necessary to enable the preparation
of nancial statements that are free from material
misstatement, whether due to fraud or error. In
preparing the nancial statements, Management
is responsible for assessing the Company’s ability
to continue as a going concern, for disclosing, as
applicable, matters related to going concern, and for
using the going concern basis of accounting in preparing
the nancial statements unless Management either
intends to liquidate the Entity or to cease operations,
or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
Financial Statements
Our objectives are to obtain reasonable assurance
about whether the nancial 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 and the additional
requirements applicable in Denmark 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 inuence the economic
decisions of users taken on the basis of these nancial
statements.
As part of an audit conducted in accordance with
ISAs and the additional requirements applicable in
Denmark, we exercise professional judgement and
maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material
misstatement of the nancial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sucient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the
eectiveness of the Entity’s internal control.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by Management.
• Conclude on the appropriateness of Management’s
use of the going concern basis of accounting in
preparing the nancial statements, and, based on
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast signicant doubt on the Entity’s ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
Penneo Annual report 202251
Financial statements
disclosures in the nancial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause the
Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and
content of the nancial statements, including the
disclosures in the notes, and whether the nancial
statements represent the underlying transactions
and events in a manner that gives a true and fair
view.
We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and signicant audit ndings,
including any signicant deciencies in internal control
that we identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and, where applicable, safeguards put in
place and measures taken to eliminate threats.
From the matters communicated with those charged
with governance, we determine those matters that
were of most signicance in the audit of the nancial
statements of the current period and are therefore
the key audit matters. We describe these matters in
our auditor’s report unless law or regulation precludes
public disclosure about the matter.
Report on compliance with the ESEF Regulation
As part of our audit of the nancial statements of
Penneo A/S we performed procedures to express an
opinion on whether the annual report of Penneo A/S
for the nancial year 1 January 2022 – 31 December
2022 with the le name Penneo-Annual-Report-2022 is
prepared, in all material respects, in compliance with
the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation)
which includes requirements related to the preparation
of the annual report in XHTML format.
Management is responsible for preparing an annual
report that complies with the ESEF Regulation. This
responsibility includes the preparing of the annual
report in XHTML format.
Our responsibility is to obtain reasonable assurance on
whether the annual report is prepared, in all material
respects, in compliance with the ESEF Regulation based
on the evidence we have obtained, and to issue a report
that includes our opinion. The procedures consist of
testing whether the annual report is prepared in XHTML
format.
In our opinion, the annual report of Penneo A/S for the
nancial year 1 January 2022 – 31 December 2022 with
the le name Penneo-Annual-Report-2022 is prepared,
in all material respects, in compliance with the ESEF
Regulation.
Copenhagen, 28 February 2023
Deloitte
Statsautoriseret Revisionspartnerselskab
CVR-nr.: 33 96 35 56
Bjørn Winkler Jakobsen
State-Authorised Public Accountant
MNE-nr. mne32127
Henrik Wolff Mikkelsen
State-Authorised Public Accountant
MNE-nr. mne33747
52Penneo Annual report 2022
Penneo Annual report 202253
Statement of prot or loss and other comprehensive income
Contract balances at 31 December5,463,2124,619,523
None of the Company’s customers constitutes 10% or more of the total revenue
Customers are invoiced in the starting or renewal month of their subscription. In addition the signature packages are invoiced upon request or at latest when the customer
runs out of signatures. The default payment term is net 14 days.
The following table shows the opening and closing balances of contract liabilities. There was no revenue recognised in the current reporting period that related to performance
obligations that were satisred in a prior year.
Management expects that around 80% of the transaction price allocated to the unsatised contracts as of the year ended 2022 will be recognised as revenue during the next
reporting period. The remaining 20% will be recognised in the upcoming nancial years.
In 2022, Penneo has activated an amount corresponding to DKK 15,012k of sta costs as a part of development projects (2021: DKK 11,441k)
Penneo does not provide pension contributions.
Employment contracts for members of the Key Management Personnel contain terms and conditions that are common to those of their peers in similar companies including
terms of notice and non-competitive clauses.
Penneo Annual report 202270
7.
Shared-based payments
2022
DKK
2021
DKK
Cost of share-based payments(8,418,126)(8,225,676)
Cost of lender warrants(25,072)(2,089)
Total(8,443,198)(8,227,765)
Costs of share-based payments are recognised as
sta costs with a corresponding eect in equity. In
2022 Penneo has activated an amount corresponding
to DKK 119k of the share-based payments as a part of
development projects (2021: DKK 594k).
Costs of lender warrants are recognised as nancial
expenses with a corresponding eect in equity.
Consideration received for warrants sold is recognised
directly in equity.
Employee shares
In 2020, the employees were oered to participate in
an Employee Share Scheme. A number of shares with
a total fair value at grand date equal to a voluntary
deduction in pre-tax salary vest successively over a
period of 14 months ending 31 December 2021 and are
transferred to the employees when the Company has
published the 2021 Annual Report. If the employee has
left in the vesting period, the employee will still receive
the shares corresponding to the amount deducted
from the pre-tax salary until they left. Every employee
was oered to subscribe for shares within a maximum
of 20% of the pre-tax salary before deduction. 56
employees have accepted the oer and 44,045 shares
were earned corresponding to 0.16% of the share
capital. The share price was DKK 32.77 per share based
on the average share price during week 38 in 2020.
The shares were transferred after the publication of
the 2021 Annual Report.
In December 2021, the employees were oered to
participate in an Employee Share Scheme starting as
of January 2022. A number of shares with a total fair
value at grand date equal to the voluntary deduction
in pre-tax salary vest successively over a period of 12
months ending 31 December 2022 and are transferred
to the employees when the Company has published
the 2022 Annual Report. If the employee leaves in the
vesting period, the employee will still receive the shares
corresponding to the amount deducted from the pre-
tax salary until they leave. Every employee was oered
to subscribe for shares within a maximum of 20% of the
pre-tax salary before deduction.
27 employees accepted the oer and 51,481 shares
were earned corresponding to 0.16% of the share
capital. The share price was DKK 25.81 per share based
on the average share price during week 47 in 2021.
In December 2022, the employees were oered to
participate in an Employee Share Scheme starting as
of January 2023. A number of shares with a total fair
value at grand date equal to the voluntary deduction
in pre-tax salary vest successively over a period of 12
months ending 31 December 2023 and are transferred
to the employees when the Company has published
the 2023 Annual Report. If the employee leaves in the
vesting period, the employee will still receive the shares
corresponding to the amount deducted from the pre-
tax salary until they leave. Every employee was oered
to subscribe for shares within a maximum of 20% of
the pre-tax salary before deduction. 32 employees
accepted the oer corresponding to the issue of 81,702
shares equal to 0.25% of the share capital. The share
price was DKK 10.49 per share based on the average
share price during week 48 in 2022.
Penneo Annual report 202271
Employee warrant programmes
The company has over the years introduced Warrant
programmes aimed to key employees. Warrants are
vesting over time to ensure the retention of such key
employees. The warrant program of 28 May 2020 is fully
vested and is a modication to non-exercised warrants
under an existing program where all warrants were fully
vested upon the listing of the Company on First North
in 2020. The program consists of 4,502,603 warrants.
The warrants can be exercised within a period of 14
days after the announcement of the interim nancial
reporting ending 30 June 2021 at the earliest and no
later than 14 days after announcement of the interim
report ending 30 September 2023.
Further, in accordance with the provisions of the
warrant programme the warrant holders are bound by
a lock-up agreement on terms equivalent to the terms
of the Lock-Up Obligation applying to the Existing
Shareholders.
At 13 October 2020, 37,500 warrants were granted to
two key employees divided in 5 tranches. The warrants
in each tranche vest upon the fulllment of dierent
performance conditions before 30 September 2023
provided that the employee is employed at the date the
performance condition is fullled. Vested warrants can
be exercised after the announcement of the nancial
reporting ending 30 June 2021 at the earliest and no
later than 14 days after announcement of the interim
report ending 30 September 2023.
At 22 March 2021, 630,000 warrants were granted
in connection with the appointment of Christian
Stendevad as the new CEO of Penneo. The warrants are
vested over 36 months starting from the rst day of
the employment. Continuous employment during the
vesting period is a condition for the vesting. Warrants
that have not been exercised before 22 March 2029 will
lapse automatically. Vested warrants can be exercised
in periods of four weeks starting the day after the
publication of the Company’s annual report, half-year
report or quarterly report, respectively.
At 28 April 2021, 406,377 warrants were granted in
connection with the election of Christian Sagild as
new Chairman of Penneo. The warrants will vest over
36 months starting from the rst day of employment.
Continuous board duties during the vesting period is a
condition for the vesting. Warrants that have not been
exercised before 28 April 2029 will lapse automatically.
Vested warrants can be exercised in periods of four
weeks starting the day after the publication of the
Company’s annual report, half-year report or quarterly
report, respectively.
At 27 April 2022, 220,600 warrants were granted to
the Board of Directors. The warrants are vested over
36 months starting from the grant date. Continuous
board duties during the vesting period is a condition
for the vesting. Warrants that have not been exercised
no later than 8 years after the date of issuance will
lapse automatically. Vested warrants can be exercised
in periods of four weeks starting the day after the
publication of the Company’s annual report, half-year
report or quarterly report, respectively.
At 1 July 2022, 660.000 warrants were granted to Key
management personnel as well as key employees. The
warrants are vested over 36 months starting from
between the grant date and 1 January 2023. Continuous
employment during the vesting period is a condition
for the vesting. Warrants that have not been exercised
no later than 8 years after the date of issuance will
lapse automatically. Vested warrants can be exercised
in periods of four weeks starting the day after the
publication of the Company’s annual report, half-year
report or quarterly report, respectively.
Penneo Annual report 202272
Lender warrant programme
At 8 December 2021, 25,000 warrants were granted to Vækstfonden in connection with raising of a loan. The warrants will vest upon and can solely be exercised in connection
with one of the following three events: In a period of fourteen days following repayment of the loan, in a period of fourteen days from the due date of repayment in which
repayment has not been completed or in a period of ten working days following the Company’s announcement of delisting from Nasdaq First North with no simultaneous listing
of the Company on Nasdaq Copenhagen Main Market. Warrants that have not been exercised before 18 January 2027 will lapse automatically.
The average weighted share price on exercised warrants in 2022 was DKK 13.39.
As of 31-12-2022, 2,583,921 of the outstanding warrants have been vested and are able to be exercised. 1,965,888 of those warrants have a lower exercise price than the closing
share price as of 31-12-2022 which amounted to 9.15 DKK
Number of warrants
Weighted
average
exercise price
DKK
Board of
Directors
Key
management
personnel
Employees,
former
employees
and advisors
Lender
warrantsTotal
Outstanding at 1 January 20214.90283,1671,798,7262,458,21004,540,103
Granted 202156.12406,377630,00025,0001,061,377
Exercised 20214.960(63,421)(1,934,782)(1,998,203)
Outstanding at 31 December 202119.96689,5442,365,305523,42825,0003,603,277
Transferred 20224.350(848,302)848,30200
Granted 202212.15220,660350,000310,0000880,660
Exercised 20224.350(182,413)(356,099)0(538,512)
Forfeited 202219.0600(77,222)0(77,222)
Outstanding at 31 December 202220.38910,2041,684,5901,248,40925,0003,868,203
Specication of outstanding warrants:
Penneo Annual report 202273
Specication of outstanding warrants:
Warrants outstanding
Weighted average
exercise price
DKKVesting periodExercise period20222021
Warrants granted 28 May 20204.86Fully vested as of 28 May 2020From August 2021 to November 20231,965,8882,504,400
Warrants granted 13 October 202032.93From October 2020 to November 2023From August 2021 to November 20237,50037,500
Warrants granted 22 March 202158.94From August 2021 to July 2024From August 2021 to March 2029630,000630,000
Warrants granted 28 April 202153.79From April 2021 to March 2024From April 2021 to April 2029406,377406,377
Warrants granted 8 December 202123.20From December 2021 to January 2027From December 2021 to January 202725,00025,000
Warrants granted 27 April 202217.85From May 2022 to April 2025From May 2022 to April 2030220,6600
Warrants granted 1 July 202210.24From August 2022 to July 2025From August 2022 to July 2030127,7780
Warrants granted 1 July 202210.24From November 2022 to October 2025From November 2022 to October 203035,0000
Warrants granted 1 July 202210.24From December 2022 to November 2025From December 2022 to November 203050,0000
Warrants granted 1 July 202210.24From January 2023 to December 2025From January 2023 to December 2030400,0000
Outstanding at 31 december3,868,2033,603,277
20222021
Average remaining life of outstanding warrants at 31 December (years)3,83.5
Exercise price for outstanding warrants at 31 December (DKK)4.28 to 58.944.28 to 58.94
Penneo Annual report 202274
Warrant programs
2022
Warrant programs
2021
Lender warrants
2021
Warrant programme
2020
Average share price (DKK)10.24-17.8553.79-58.9423.2010.99
Fair value all warrants, after dilusion (DKK’000)1,76216,30012927,741
In 2022 the expected volatility rate is based on Penneos historical standard deviation on the share price during Penneos time listed on the Nasdaq market. The standard deviation
on the share price is dened as the daily average.
Before 2022 expected volatility rate is applied based on the annualised volatility on relevant peer groups derived from the standard deviation of daily observations over 12 months
ending 2020 as the entity had not been listed for 12 months as of grant date.
The fair value of the warrants issued is measured at calculated market price at the grant date based on the Black & Scholes option pricing model. Penneo expects no dividend to
be paid out within the near future. The calculation is based on the following assumptions at the grant date:
Penneo Annual report 202275
2022
DKK
2021
DKK
Amortisation of intangible assets(7,185,359)(4,971,625)
Depreciation of property, plant and equipment(235,693)(194,806)
Depreciation of right-of-use assets(2,591,924)(2,515,948)
Total(10,012,975)(7,682,379)
2022
DKK
2021
DKK
Interest expenses(1,667,262)(768,498)
Exchange rate adjustments(346,740)(171,165)
Other nancial expenses(406,727)(636,650)
Total(2,420,728)(1,576,313)
2022
DKK
2021
DKK
Exchange rate adjustments122,528128,363
Total122,528128,363
8. Depreciation, amortisation, and impairment
9. Financial income
10. Financial expenses
Penneo Annual report 202276
11. Tax for the year
2022
DKK
2021
DKK
Current tax for the year income5,500,0004,756,084
Adjustment concerning previous years0780,333
Recognised as receivable tax credit5,500,0005,536,417
2022
DKK
2021
DKK
Tax calculated as 22% of prot/loss before tax(5,667,004)(5,317,631)
Non-capitalised tax assets1,165,2071,986,393
130% development costs(1,792,313)(1,426,825)
Non-deductible expenses794,1101,979
Eective tax(5,500,000)(4,756,084)
Eective tax rate for the year (%)21%20%
Income tax benets for both the years 2022 and 2021 relate to tax credit for research and development expenses at the applicable tax rate under the Danish Corporate Income
Tax Act.
Penneo Annual report 202277
Deferred tax is recognized in the statement of nancial position as follows:
2022
DKK
2021
DKK
Deferred tax (asset)00
Deferred tax (liability)00
Total00
Deferred tax concerns
2022
DKK
2021
DKK
Intangible assets9,243,0006,611,000
Other xtures and ttings, tools, and equipment41,00022,000
Right-of-use assets2,446,0002,769,000
Lease liabilities(2,742,000)(2,983,000)
Tax loss carried forward(8,988,000)(6,419,000)
Total00
Due to uncertainty of utilisation of the tax loss carry-forward, Penneo has not recognised any deferred tax assets. Deferred tax asset not recognized has a total value of DKK
14,874k as of 31-12-2022 (2021: DKK 13,687k). Total tax loss carried forward amounts to DKK 23,862k in 2022 (2021: DKK 20,105k).
Penneo Annual report 202278
12. Intangible assets
2022 DKK
Acquired
intellectual
property rights
Completed
development
project
Development
projects in
progressGoodwillTotal
Cost as at 1 January6,600,00027,927,13414,763,6309,500,00058,790,764
Additions19,149,42619,149,426
Transfer12,282,376(12,282,376)0
Cost as at 31 December6.600.00040,209,51021,630,6809.500.00077,940,190
Amortisation and impairment as at 1 January(825,000)(11,817,472)(1,100,000)(13,742,472)
Amortisations during the year(660,000)(6,525,359)(7,185,359)
Amortisations and impairment as at 31 December(1,485,000)(18,342,831)(1,100,000)(20,927,831)
Carrying amount as at 31 December5,115,00021,866,67921,630,6808,400,00057,012,359
2021 DKK
Acquired
intellectual
property rights
Completed
development
project
Development
projects in
progressGoodwillTotal
Cost as at 1 January6,600,00017,963,2029,963,9329,500,00044,027,134
Additions14,763,63014,763,630
Transfer9,963,932(9,963,932)0
Cost as at 31 December6,600,00027,927,13414,763,6309,500,00058,790,764
Amortisation and impairment as at 1 January(165,000)(7,505,847)(1,100,000)(8,770,847)
Amortisations during the year(660,000)(4,311,625)(4,971,625)
Amortisations and impairment as at 31 December(825,000)(11,817,472)(1,100,000)(13,742,472)
Carrying amount as at 31 December5,775,00016,109,66214,763,6308,400,00045,048,292
Penneo Annual report 202279
Impairment testing
Penneo tests goodwill for impairment annually, or more frequently if there are indications that goodwill might be impaired. The carrying amount of goodwill has been allocated
to the following cash-generating unit:
* Expected remaining lifetime of Acquired intellectual property rights are 8 years. (2021: 9 years)
** Expected remaining lifetime of Completed development projects are 4 years. (2021: 5 years)
Development projects in progress include the
development of a new software platform. The
development project essentially consists of costs in
the form of direct costs which are registered through
Penneo’s internal project module.
Management is of the opinion that it is technically
possible to complete the development projects during
execution.
Completed development projects comprise software
development costs related to development of the
existing software platform. The software is under
continuous development for the use of customers
and is sold as a licence to use the software for a given
period. The user has access to upgrades and new
functionalities during the contract period. Costs related
to maintenance are expensed when incurred.
Development costs for the year cover both development
of the front-end and the back-end part of the software
solution. Both parts to increase the user experience and
functionalities within the software in order to increase
Penneo’s revenue by maintaining existing clients and
acquiring new clients.
It is Management’s assessment that the expected useful
lives, as well as the expected future revenue streams
from the assets are sucient to cover the value of
recognised developed software at the reporting date.
In 2022, Penneo expensed DKK 8,007k (2021:
DKK 6,855k) for development projects, primarily
planning, administrative and other general overhead
expenditures not meeting the recognition criteria
applicable to internally generated intangible assets.
Development projects in progress5,899,4224,127,726
Completed development projects**3,750,471597,721
Total23,164,89318,900,447
Penneo Annual report 202280
Management is of the opinion that the lowest level of cash-generating unit to which the carrying amount of goodwill can be allocated is in the CGU.
In both 2022 and 2021, the impairment test of goodwill showed no impairment.
The following key assumptions have been used in the impairment testing:
Budgets used for the impairment testing are based on an external and independent research report. The report has been evaluated by management and adjusted to the
Penneo KYC CGU. In addition to the research report a projection has been made by Management according to the research report, historical values and expected revenue split.
WACC:
WACC has been calculated before tax and according to the company’s nancial numbers and loan agreements.
Growth rate in terminal period:
Growth rate in the terminal period has been set to 2% according to external and independent research reports.
Budget period:
The budget period of 10 years has been set according to the current growth stage of Penneo. The growth is not expected to hit a terminal period before 10 years.
CAGR:
Compound annual growth rate has been set to 32% for the budget period. The revenue growth rate is decreasing over the years.
Penneo has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for the company’s
CGU to which goodwill is allocated. Management believes that any reasonably possible change in the key assumptions on which the recoverable amount of Penneo KYC is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGU.
Penneo KYC
WACC15.81%
Growth rate in terminal period2.00%
Budget period (years)10
CAGR32%
Penneo Annual report 202281
13. Property, plant and equipment
2022
Other xtures
DKK
Leasehold improvements
DKK
Total
DKK
Cost as at 1 January494,9661,201,5251,696,491
Additions14,27189,115103,386
Cost as at 31 December509,2371,290,6401,799,877
Depreciation as at 1 January0(469,298)(469,298)
Depreciation during the year(16,975)(218,718)(235,693)
Depreciation as at 31 December(16,975)(688,016)(704,991)
Carrying amount as at 31 December492,262602,6241,094,886
2021
Other
xtures
DKK
Leasehold
improvements
DKK
Total
DKK
Cost as at 1 January01,009,2311,009,231
Additions494,966192,294687,260
Cost as at 31 December494,9661,201,5251,696,491
Depreciation as at 1 January0(274,492)(274,492)
Depreciation during the year0(194,806)(194,806)
Depreciation as at 31 December0(469,298)(469,298)
Carrying amount as at 31 December494,966732,2271,227,193
Penneo Annual report 202282
14. Leases
2022
Properties
DKK
Cost as at 1 January17,795,996
Additions221,842
Adjustments and revaluations1,120,216
Cost as at 31 December19,138,054
Depreciation as at 1 January(4,943,661)
Depreciation during the year(2,591,924)
Depreciation as at 31 December(7,535,585)
Carrying amount as at 31 December11,602,469
2021
Properties
DKK
Cost as at 1 January17,797,072
Adjustments and revaluations(1,076)
Cost as at 31 December17,795,996
Depreciation as at 1 January(2,427,713)
Depreciation during the year(2,515,948)
Depreciation as at 31 December(4,943,661)
Carrying amount as at 31 December12,852,335
Penneo Annual report 202283
Carrying amounts of lease liabilities and movements during the period:
The following amounts have been recognized in the income statement:
Penneo had total cash outow for leases of DKK 2,753k (2021: DKK 2,368k).
Penneo leases oces and lease terms are negotiated on an individual basis and contain dierent terms and conditions.
In addition Penneo have in 2022 entered into short term and low value leases which according to IFRS 16 have not been recognised as a part of Leases. The total recognised
cost in the income statement amounted to DKK 237k in 2022.
Refer to note 22 for a table of the maturity prole of Penneo’s lease liabilities.
2022
DKK
2021
DKK
As at 1 January13,560,55515,564,063
Additions221,842
Acrual of interest311,743365,893
Payments(2,752,596)(2,368,325)
Adjustments1,120,216(1,076)
As at 31 December12,461,76013,560,555
Non-current9,626,10011,212,840
Current2,835,6602,347,715
2022
DKK
2021
DKK
Depreciation expense of right-of-use assets2,591,9242,515,948
Interest expense on lease liabilities311,743365,893
Total amount recognised in the income statement2,903,6672,881,841
15. Deposits
2022
DKK
2021
DKK
Cost as at 1 January1,288,9421,258,700
Additions150,23230,242
Cost as at 31 December1,439,1741,288,942
Penneo Annual report 202284
16. Trade receivables
31.12.2022
DKK
31.12.2021
DKK
01.01.2021
DKK
Trade receivables21,653,65513,370,3339,084,581
Write-downs(1,672,985)(1,539,512)(423,740)
Total19,980,67011,830,8218,660,841
Not past dueOverdue by 0-45 daysOverdue by 46-90 daysOverdue by >90 daysWrite-downs
Carring amount of
receivables
31 December 2022 (Trade receivables)13,026,3994,670,1211,061,2242,895,911(1,672,985)19,980,670
31 December 2021 (Trade receivables)9,100,6651,646,0991,084,0571,539,512(1,539,512)11,830,821
01 January 2021 (Trade receivables)7,404,976807,554448,311423,740(423,740)8,660,841
The carrying amounts are equivalent to the fair value of the assets. In 2022 write-downs of DKK 133k has been recognized as an expense (2021: DKK 1,116k)
The following table details the risk prole of trade receivables based on Penneo’s expected loss on trade receivables:
Expected credit loss
The expected credit losses on trade receivables are estimated using a provision matrix. The matrix has been divided into the specic industries in which Penneo has sales. In ad-
dition to the matrix, Penneo has made specic provisions towards high risk customers. The total provision is considered to cover all expected credit loss in the trade receivables.
17. Working capital changes
2022
DKK
2021
DKK
Change in receivables and prepayments(8,288,108)(4,430,075)
Change in trade payables and other payables etc.512,8951,534,907
Total(7,775,213)(2,895,168)
Penneo Annual report 202285
18. Share capital and earnings per share
As at 31 December 2022, the share capital consisted of 32,146,647 (2021: 27,128,931) shares with a nominal value of DKK 0.02 each.
The shares are not divided into classes and carry no right to xed income.
Earnings per share
*The diluted eect of outstanding share options has not been calculated as the Earnings per share is negative.
DKKNumber of shares
As at 1 January 2021502,61525,130,728
Capital increase39,9641,998,203
As at 31 December 2021542,57927,128,931
Capital increase100,3545,017,716
Share capital as at 31 December 2022642,93332,146,647
The calculation of earnings per share is based on the following:20222021
Prol/(loss) for the period(20,259,107)(18,634,631)
Average numbers of ordinary shares for calculation of earnings per share:31,054,57325,719,152
Earnings per share, basic (EPS)(0.65)(0.72)
Earnings per share, diluted (DEPS)*(0.65)(0.72)
Treasury sharesNumberNominal value
% of share capital,
year-end
Holding at 1 January 2021358,8417,1771,3%
Holding at 31 December 2021358,8417,1771,3%
Shares issued as consideration in a business combination(43,698)(874)(0,1%)
Transfer of shares as a part of Employee Share Scheme(91,302)(1,826)(0,3%)
Holding at 31 December 2022223,8414,4770,7%
Penneo Annual report 202286
20. Interest-bearing liabilities
The carrying amount is by Management assessed as equivalent to the fair value of the liabilities as explained in note 22.
Non-current borrowings
31.12.2022
DKK
31.12.2021
DKK
Debt to credit institutions10,699,58714,366,991
Lease liabilities9,626,10011,212,840
Total20,325,68725,579,831
Current borrowings
Debt to credit institutions3,669,397330,660
Lease liabilites2,835,6602,347,715
Total6,505,0572,678,375
19. Other capital reserves
Other capital reserves is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their
remuneration as well as lender warrants. Refer to Note 7 for further details of these programmes.
In addition the reserves is used for the potential shares issued as consideration in a business combination (earn out), see note 25.
The reserves is decreasing upon exercise of warrants and issuance of shares as consideration for the business combination.
Last scheduled repaymentJuly 2024July 2025January 2027
Exit obligation (maximized DKK)0800,0000
Performance obligation (maximized DKK)0400,0000
Dividend limitation agreementYesYesYes
Warrants grantedNoNoYes
Debt to credit institutions
Penneo has signed a dividend limitation agreement, which entails that the Company is not entitled to propose a resolution to pay dividends without the consent of Vækstfonden.
The dividend limitation agreement applies until all current and future loans are fully repaid. The last scheduled repayment fall due on January 4, 2027.
Vækstfonden has the right to demand the loans to be repaid if a change of control in Penneo should happen. A “change of control” is dened as a direct or indirect transfer of
more than 25% of the shares or the rights of the shares in the Company, or in any other way the transfer of a controlling majority.
Vækstfonden (ii) is entitled to a one-time performance bonus of DKK 400,000.00 if the Company reaches a performance target within a nancial year during the loan period. The
performance target is reached when the Company’s accumulated earnings measured at EBITDA-level exceeds DKK 15,000,000.00 in accordance with the latest audited report.
Penneo Annual report 202288
21. Provisions
2022
Decommissioning
DKK
As at 1 January442,790
Unwinding of discount and changes in the discount rate11,512
As at 31 December454,302
2021
Decommissioning
DKK
As at 1 January432,267
Unwinding of discount and changes in the discount rate10,523
As at 31 December442,790
A provision has been recognised for decommissioning costs associated with an oce lease. Penneo is committed to restore the site at the end of the lease term.
Cash ow eect of the decommissioning is expected in 2027.
Further, Vækstfonden (ii) is entitled to a one-time exit bonus of DKK 800,000, if an exit transaction occurs, and the Company has experienced an added (equity) value in the
period between July 2019 and the date of the exit transaction. An “exit transaction” is dened as a direct or indirect transfer of more than 25% of the shares or the rights of the
shares in the Company, or in any other way the transfer of a controlling majority. For the avoidance of doubt, capital increases by the issuance of new shares does not constitute
an exit transaction.
Warrants have been granted as a part of the loan agreement with Vækstfonden(iii). Refer to Note 7 for further details regarding the warrants.
Penneo Annual report 202289
22. Financial risks
Capital Management
Penneo manages its capital to ensure that it will be
able to continue as a going concern while maximising
the growth in ARR through the optimisation of the
debt and equity balances. The capital structure of
Penneo consists of net debt and equity. Management
reviews the capital structure continually to consider if
the current capital structure is in accordance with the
company and shareholders’ interests. In March 2022,
the company made a capital increase of net 59M DKK
in order to continue to invest in continued ARR growth
and optimise the capital structure.
Financial risk management
Due to the nature of its operations, investments, and
nancing, Penneo is exposed to a number of nancial
risks. It is company policy to operate with a low risk
prole, so that currency risk, interest rate risk and
credit risk only occur in commercial relations.
The scope and nature of the nancial instruments
appear from the income statement and statement of
nancial position in accordance with the accounting
policies applied. Provided below is information about
factors that may inuence amounts, time of payment, or
reliability of future payments, where such information
is not provided directly in the nancial statements. This
note addresses only nancial risks directly related to
Penneo’s nancial instruments.
Credit risk
Credit risk is the risk that a counterparty will not meet
its obligations towards Penneo, leading to a nancial
loss. Penneo is exposed to credit risk primarily related
to its trade and other receivables. Penneo are using
a provision matrix to write o expected credit loss,
in addition to a specic provision towards high risk
customers or when there is a court order of bankruptcy
from the counterparty. The maximum exposure to
credit risk at the reporting date is the carrying value
of trade receivables in note 16. Penneo does not hold
collateral as security.
Penneo is also exposed to credit risk in regards to
bankdeposits. In order to limit Penneo’s counterparty
risk, deposits are only made in well-reputed banks.
Foreign currency risk
Foreign currency risk is the risk that the fair value or
future cash ows of an exposure will uctuate because
of changes in foreign exchange rates. Penneo issues
invoices in local currency, which is why the incoming
cash ow reects dierent currencies. Penneo has in
all aspects only transactions in DKK, NOK, SEK and EUR.
The material costs and investments are primarily paid
in DKK and EUR, which is why there is low risk on that
part.
However management established bank accounts for
NOK and EUR currencies in 2021, to reduce costs and
lower risk in the short term. Penneo is avoiding the
small uctations since both incoming and outgoing
payments are paid directly in the currency.
Liquidity risk
Penneo ensures sucient liquidity resources by
liquidity management. Overall Penneo has a policy
to only allocate cash ow that the company has at its
disposal dened as cash, cash equivalents, forecasted
cash ow and credit facility.
After each month, the previous month is nancially
closed and reviewed with an updated running 12
month forecast. The forecast is adjusted to meet
Penneo’s policy through adapting it to the hiring plan.
Each quarter, an updated 12 month cash ow forecast
is reviewed and approved by the Board of Directors.
At 31 December 2022, Penneo’s cash and cash
equivalents amounted to DKK 53,161k (2021: DKK
25,416k). The cash reserves including the current credit
facility at DKK 5,000k and expected cash ow for 2023
are considered to be adequate to meet the obligations
of Penneo as they fall due.
Penneo Annual report 202290
The table below summarises the maturity prole of Penneo’s nancial liabilities based on contractual undiscounted payments:
Year ended 31 December 2022
On
demand
DKK
Less than 6
months
DKK
6 to 12 months
DKK
1 to 5 years
DKK
> 5 years
DKK
Total
DKK
Interest-bearing loans and borrowings2,372,7682,372,76812,101,339016,846,875
Interest rate risk arises in relation to interest-bearing assets and liabilities. Penneo’s interest-bearing debt to Vækstfonden of DKK 14,369k as per 31 December 2022 (2021: DKK
14,698k) is subject to a variable rate of interest based on a 3-month CIBOR plus a premium. If market interest rates increased by one percentage point, the interest rate sensitivity
as calculated based on the loan balance to credit institutions as per end of 2022 would lead to a yearly increase in interest expenses of DKK 0,14 million. A corresponding decrease
in market interest rates would have the opposite impact.
Penneo’s bank deposit at Danske Bank of DKK 53,161k as per 31 December 2022 (2021: DKK 25,416k) is subject to a variable rate of interest based on Danske Banks calculations
including, among other things, the interest rates of Nationalbanken as well as competitive and business considerations. If the interest rate decreased by one percentage point,
the interest rate sensitivity as calculated based on the bank deposit as per end of 2022 would lead to a yearly increase in interest expenses of DKK 0,53 million. A corresponding
increase in interest rates would have the opposite impact.
Fair value of nancial assets measured at amortised cost
Since Penneo’s nancial instruments measured at amortised cost are either short-term and/ or exposed to oating interest rates, Management has assessed that the carrying
amount is a reasonable approximation of fair value.
Penneo Annual report 202292
23. Liabilities arising from nancing activities
2022
Interest bearing
liabilities
Lease
liabilities
Total
DKK
Liabilities as at 1 January14,697,65213,560,55528,258,207
Loans raised0221,842221,842
Repayments(328,668)(2,752,596)(3,081,264)
Adjustments01,120,2161,120,216
Other0311,743311,743
Liabilities as at 31 December14,368,98412,461,76026,830,745
2021
Interest bearing
liabilities
Lease
liabilities
Total
DKK
Liabilities as at 1 January5,070,43015,564,06320,634,493
Loans raised10,000,000010,000,000
Repayments(372,778)(2,368,325)(2,741,103)
Adjustments0(1,076)(1,076)
Other365,893365,893
Liabilities as at 31 December14,697,65213,560,55528,258,207
24. Guarantees, contingent liabilities and collateral
Contingent liabilities
As security for debt to credit insitutions of DKK 14,369k, a company charge of DKK 15,000k has been provided comprising trade recievables, intangible assets and property, plant
and equipment. The total carrying amount of the comprised assets is DKK 78,088k (2021: 58,106k).
Penneo Annual report 202293
Acquisition of business activities from CLA Reply in 2020
On 6 October 2020, Penneo acquired a part of CLA Reply business division concerning Anti Money Laundering (AML) and Know Your Customer (KYC) activities, in exchange for
cash consideration, issue of Penneo shares and earn out in terms of potential Penneo shares.
As a part of the acquisition an earn-out clause was agreed. The earn-out clause was triggered by:
a) Retention of critical business knowledge and know-how from key stakeholders
b) Successful technical integration of Penneo’s and CLA Reply’s platforms
c) Proof of internationalizing CLA Reply’s platform
The fair value of the earn-out was DKK 3,000k and was recognised upon acquisition due to the expectation of fulllment. The triggers were as of 31-12-2021 all fullled which is
why there has been no changes to the recognised amount. The earn out in terms of Penneo shares has been transferred in January 2022.
25. Business combinations
26. Fee to the auditor
2022
DKK
2021
DKK
Statutory audit545,500286,100
Other assurance agreements45,00045,000
Tax and VAT avisory services042,500
Other services23,000193,000
Total fee to the auditor613,500566,000
Penneo Annual report 202294
27. Related parties
ShareholdersRegistered oceBasis of inuence*
Andersen Advisory Group A/SDenmark9.7%
Biostrat Biotech Consulting ApSDenmark7.2%
ARBEJDSMARKEDETS TILLAEGSPENSIONDenmark6.8%
Clausen Online ApSDenmark6.3%
Flora IT ApSDenmark5.7%
* None of the shareholders have control or signicant inuence over the company
Other related parties
Other related parties of Penneo A/S with signicant inuence comprise the Board of Directors and Executive Board and their related parties. There where no other related parties
identied.
There has been no related party transactions other than normal remuneration of the Board of Directors and Executive Board which are disclosed as part of note 6.
From the balance sheet date and until today, no matters, which would inuence the evaluation of the annual report has occured.