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Registered number: 05409985
NERDWALLET LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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NERDWALLET LTD
REGISTERED NUMBER: 05409985
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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NERDWALLET LTD
REGISTERED NUMBER: 05409985
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 April 2024.
The notes on pages 3 to 12 form part of these financial statements.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
NerdWallet Ltd is a private limited company, limited by shares, registered in England and Wales. The company's registered number is 05409985 and the registered office is Floor 3 Haldin House, Old Bank of England Court, Queen Street, Norwich, Norfolk, NR2 4SX.
The principal activity of the company is the management and provision of financial comparison services to consumers and small businesses across a range of financial and related products.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
Due to the continued losses the company carried out a restructure during the year to reduce costs but also continued to invest in building it’s SEO business, aligning with the global NerdWallet playbook. At 31 December 2023 the company had a loss of £1,873,082 and had net liabilities of £3,383,422 which includes subordinated loans from the parent company of £4,400,000. The Company is dependent on continued support from its parent company NerdWallet inc.
As with any company placing reliance on the potential requirement for group financial support, there is no legal requirement that this support will be ongoing, creating a material uncertainty related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern.
At the date of approving these financial statements however, the Directors are comfortable that if support was needed then it would be forthcoming on the basis of a reasoned application as required and the parent company has provided a letter to support this. On this basis, having considered a period of twelve months and beyond after the approval of the financial statements, the Directors believe that the accounts should be prepared on a going concern basis.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees of NerdWallet Ltd in the ultimate parent undertaking NerdWallet Inc. The fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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The average monthly number of employees, including directors, during the year was 39 (2022 - 48).
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Charge for the year on owned assets
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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Amounts owed by group undertakings
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Prepayments and accrued income
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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The provision for deferred taxation is made up as follows:
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Accelerated capital allowances
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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376 (2022 - 360) Ordinary A1 shares of £0.10 each
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70 (2022 - 70) Ordinary A2 shares of £0.10 each
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350 (2022 - 350) Ordinary B1 shares of £0.10 each
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70 (2022 - 70) Ordinary B2 shares of £0.10 each
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420 (2022 - 420) Ordinary C1 shares of £0.10 each
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84 (2022 - 84) Ordinary D shares of £0.10 each
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On the 18 December 2023, a further 16 £0.10 Ordinary A1 shares were allotted to existing shareholders.
Share premium account
The share premium account represents the premium arising on the issue of shares net of issue costs.
Share-based payments reserve
This reserve consists of credits related to share options granted in relation to the EMI share scheme that commenced in 2021. For more details see note 12.
Profit and loss account
Profit and loss account represents cumulative profits or losses, net dividends paid and other adjustments.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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A selection of NerdWallet Ltd employees hold share options in the ultimate parent company, NerdWallet Inc (registered in the US). During 2021, a number of options were granted on 5 different dates. In 2022 (the prior year), there were a further 6 grant dates for new options. In 2023, there were a further 5 grant dates for new options. The share options mostly vest over a period of 4 years from the grant date.
The valuation methodologies used for the valuation of the share options are as follows:
Options granted 17 March, 16 June and 30 September 2021 were valued using the Probability Weighted Expected Return Method (PWERM).
Options granted from November 2021 onwards were valued using the fair value of NerdWallet Inc (US) shares, as the company was listed in the US on The Nasdaq Global Market. This is due to the options being readily able to convert into shares (with no exercise price) once they have vested.
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Outstanding at the beginning of the year
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Forfeited during the year
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Exercised during the year
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Outstanding at the end of the year
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Equity-settled schemes (charge through P&L)
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The accounts have been restated to due to an error in calculation of the share based payment charge arising in respect of the 2022 financial year. The accounting impact has been summarised as follows:
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Increase in share-based payments expense (Profit and loss)
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Increase in share-based payments reserve (Balance sheet)
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Decrease in profit and loss reserve (Balance sheet)
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Increase in loss after tax for the year-ended 31 December 2022
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There is no restatement to the amounts presented as at 1 January 2022.
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NERDWALLET LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £136,519 (2022 - £223,387). Contributions totalling £Nil (2022 - £Nil) were payable to the fund at the balance sheet date and are included in creditors.
15.Other financial commitments
The company's bankers, HSBC, have a debenture and a fixed and floating charge over the company's assets in respect of any present and future debts held by the company with the bank.
The immediate parent company is NerdWallet UK Limited, a company registered in England and Wales (company number 12562044). The ultimate parent undertaking is NerdWallet, Inc, a company registered in the United States.
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the company made a net loss of £1,873,082 during the year ended 31 December 2023 and as of that date, the company had net liabilities of £3,383,422 and is reliant upon continued support from its parent company. As with any Company placing reliance on group financial support there can be no guarantee that this support will be provided. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 24 April 2024 by Catherine Hardinge FCA (Senior Statutory Auditor) on behalf of Price Bailey LLP.
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