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1. General Information
PensionBee Group plc ('Company')
is the parent company of PensionBee Limited ('Subsidiary')
(together the 'Group'). The Company is a public company, whose
shares are traded on the Premium Segment of the Main Market of the
London Stock Exchange ('LSE'), and is incorporated and domiciled in
England and Wales.
The address of its registered
office is:
209 Blackfriars Road
London
SE1 8NL
United Kingdom
Principal
Activity
The principal activity of the
Group is that of a direct-to-consumer online pension provider. The
Group seeks to make its UK customers 'Pension Confident' by giving
them complete control and clarity over their retirement savings.
The Group helps its customers to combine their pensions into one
new online plan where they can contribute, forecast outcomes,
invest effectively, and withdraw their pensions (from the age of
55), all from the palm of their hand.
2. Accounting Policies
Basis of
Preparation
The consolidated financial
statements have been prepared in accordance with International
Financial Reporting Standards ('IFRS') as adopted by the UK in
conformity with the requirements of the Companies Act 2006. The
financial statements are prepared on the historical cost basis and
on a going concern basis.
The preparation of financial
statements in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's
accounting policies.
The financial statements are
presented in GBP and all values are rounded to the nearest thousand
(£'000), except when otherwise indicated. The functional currency
of the Company is GBP because it is the primary currency in the
economic environment in which the Company operates.
Basis of
Consolidation
The consolidated financial
statements consolidate the financial statements of the Company and
its subsidiary undertakings drawn up to 31 December
2023.
On 24 March 2021, PensionBee Group
plc acquired all the issued shares of PensionBee Limited through a
share for share transaction ('Group Reorganisation'). From the
acquisition date, PensionBee Limited became a subsidiary of
PensionBee Group plc.
A subsidiary is an entity
controlled by the Company. Control is achieved where the Company
has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. The Company
reassesses whether it controls an entity if facts and circumstances
indicate there are changes to one or more elements of
control.
Inter-company transactions,
balances and unrealised gains on transactions between the Company
and its subsidiary, which are related parties, are eliminated in
full.
Intra-group losses are also
eliminated but may indicate an impairment that requires recognition
in the consolidated financial statements.
Summary of Accounting
Policies and Key Accounting Estimates
The principal accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
Going
Concern
The Directors have a reasonable
expectation that the Group has adequate financial resources to
continue in operational existence for the foreseeable future and
are satisfied that the Group can continue to pay its liabilities as
they fall due for a period of at least 12 months from the date of
approval of these financial statements. The Group has good cash
reserves and forecasts growth that should see the financial results
improve in the future years.
The Group has been operationally
resilient as proven by consistent operational efficiencies that
have been maintained during the financial year. Stress testing was
done by considering severe and unlikely but possible scenarios
including a sharp decline in equity markets, the worsening of
conversion and lower transferred-in pension pot sizes, all of which
could potentially be caused by the macroeconomic and geopolitical
environment, increased cost of living in
the UK and interest rate rises.
The Group has adequate resources
to survive macroeconomic downturns and the Directors concluded that
the Group has sufficient financial resources to remain in
operational existence. For these reasons, the Directors adopt the
going concern basis of preparation for these financial
statements.
Changes in Accounting
Policy
The following amendments are
effective for the period beginning 1 January 2023:
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Standard
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Effective Date, Annual
Period beginning on or after
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Amendments to IAS 1 -
Classification
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1
January 2023
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Amendments to IAS 1 and IFRS
Practice Statement 2 - Deciding which Accounting Policies to
Disclose
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1
January 2023
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Amendments to IAS 8 - Distinction
between changes in Accounting Policies and Accounting
Estimates
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1
January 2023
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Amendments to IAS 12 - Deferred
Tax related to Assets
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1
January 2023
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All the changes were adopted by
the Group. None of the standards, interpretations and amendments,
effective for the first time from 1 January 2023 have had a
material effect on the financial statements.
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New Standards,
Interpretations and Amendments not yet Effective
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The new standards which are not
yet effective will not have a material impact on the financial
statements.
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Standard
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Effective Date, Annual
Period beginning on or after
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Amendments to IAS 1 -
Classification of Liabilities as Current or Non-current
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1
January 2024
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Amendments to IAS 1 - Noncurrent
Liabilities with Covenants
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1
January 2024
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Amendments to IFRS 16 - Lease
Liability in a Sale and Leaseback
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1
January 2024
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Amendments to IAS 7 and IFRS 7 -
Supplier Finance Arrangements
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1
January 2024
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Revenue
Recognition
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Revenue represents amounts
receivable for services net of VAT. Revenue is derived from the
administration of our customers' retirement savings and the
provision of one-off ancillary services to customers. The Group
operates a service to combine and transfer customers' old pensions
into new online plans, which are subsequently managed by third
party money managers. The Group has applied the 5-step model
outlined in IFRS 15 Revenue from
contracts with customers as is set out below:
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Identification of the contract with a customer
- During account opening, the customer is made
aware of the promises the Group is making. Rights and obligations
of each party are outlined. The point at which the customer agrees
to the terms and conditions is the point at which both the Group
and the customer have signed or agreed the contract.
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Identification of the performance obligations in the
contract - The Group makes one
promise to its customers, the careful administration of the
customers' retirement savings, including through investments with
its third party money managers. The Group performs administrative
tasks during the process of on boarding its customers to its
technology platform which are necessary for the fulfilment of
administration of the customers' retirement savings. The Group does
not consider these administrative tasks to be a separate
performance obligation. As a result, it is considered that the
Group has a single performance obligation, which is the
administration of the customers' retirement savings.
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Determination of the transaction price
- The money managers invest customers' retirement
savings in funds ('Group Plans') that match each customer's
selection. The Group charges an annual management fee that is
charged daily against the units held by each customer. The annual
management fee is based on a fixed percentage (%) which varies for
each of the Group Plans; the fees range from 0.50% to 0.95%. There
is a further fixed discount of 50% provided to customers who have
over £100,000 in their pension pots. The discount is applied to the
incremental amount over and above £100,000.
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Allocation of the transaction price
- As there is only one performance obligation,
the whole transaction price is allocated to this performance
obligation.
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Recognition of revenue when a performance obligation is
satisfied - The administration of
customers' retirement savings is continuous until the customer
fully withdraws their pension pot or transfers it to another UK
registered pension provider. Revenue is recognised over time as the
customer simultaneously receives and consumes the benefits provided
by the Group's performance as the Group performs them. The
performance obligation is satisfied when the customer receives the
service. Revenue is calculated daily as a percentage (basis points)
of the value of Assets under Administration ('AUA') as agreed by
the customer. Payment is due on a daily basis but settled on a
monthly basis.
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Consideration Payable to Customers
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The Group runs a number of
incentive-linked marketing campaigns. Under these campaigns, a
customer becomes entitled to either a pension contribution once
they make their first live pension transfer. This consideration
payable to the customer is not in exchange for a distinct good or
service that the customer transfers to the Group. Therefore, it is
accounted for as a reduction to the transaction price. The full
consideration is accounted for as a revenue reduction in the year
it is payable because the difference between spreading it over the
contract life and recognising it in full in the year it is incurred
is not material. A materiality assessment is done
annually.
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Recurring Revenue
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The Group's revenue is recurring
in nature as the annual charges are calculated daily as a
percentage (basis points) of the value of AUA and will continue to
be earned on an ongoing basis whilst the Group administers those
assets. Recurring Revenue is derived from management fees and is
recognised based on daily accruals of customers' pension balances
as the performance obligation, being the provision of pension
scheme administration services to customers, is met. These
management fees are charged daily and collected by the Group on a
monthly basis.
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Other Revenue
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Other Revenue relates to
commission earned from referring individuals to purchase life
insurance products and to a one-off charge for full draw-down
within one year of becoming an Invested Customer. For this revenue
stream, the performance obligation is the execution of the
requested task. There are fee structures in place which are used to
determine the transaction price. Revenue is recognised at a point
in time when the requested task is executed (when the service is
provided to the customer).
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Foreign Currency
Transactions and Balances
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In preparing the financial
statements of the Group entities, transactions in currencies other
than the entity's functional currency (foreign currencies) are
recognised at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary
items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not
retranslated. Exchange differences are recognised in the Statement
of Comprehensive Income in the period in which they
arise.
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For the purpose of presenting
consolidated financial statements, transactions in foreign
currencies are translated to the Group's presentation currency at
the foreign exchange rate recorded at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
at the balance sheet date are retranslated to the presentation
currency at the foreign exchange rate recorded at that date.
Foreign exchange differences arising on translation are recognised
in the Statement of Comprehensive Income. There are no material
foreign exchange transactions in the financial
statements.
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Tax
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Tax on the loss for the year
comprises research and development credit. There was no current or
deferred tax charge for the year (2022: £nil). Tax is recognised in
the Statement of Comprehensive Income except to the extent that it
relates to items recognised directly in equity or other
comprehensive income, in which case it is recognised directly in
equity or other comprehensive income.
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Current income tax assets and
liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date in the United Kingdom
where the Group operates and generates taxable income.
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Management periodically evaluates
positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation and
establishes liabilities where appropriate.
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Deferred tax is provided using the
liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial
reporting purposes at the reporting date.
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Deferred tax assets are recognised
for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets
are recognised to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused
tax losses can be utilised.
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The carrying amount of deferred
tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are re-assessed at
each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred
tax asset to be recovered.
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Deferred tax assets and
liabilities are measured at the tax rates that are expected to
apply in the year when the asset is realised or the liability is
settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the reporting date.
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The Group offsets deferred tax
assets and deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities which intend either to settle current tax liabilities and
assets on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which
significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
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Property, Plant and
Equipment
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Tangible fixed assets are stated
at cost less accumulated depreciation and accumulated impairment
losses. The Group assesses at each reporting date whether there are
impairment indicators for tangible fixed assets.
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Depreciation
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Depreciation is charged to the
Statement of Comprehensive Income on a straight-line basis over the
estimated useful lives of each part of an item of tangible fixed
assets. The estimated useful lives are as follows:
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Asset Class
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Depreciation Method and Rate
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Computer Equipment
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three
years straight line
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Furniture and Fittings
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four
years straight line
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Leasehold Improvements
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straight line over life of the
lease
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Right of Use Assets
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straight line over life of the
lease
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An item of property, plant and
equipment and any significant part initially recognised is
derecognised upon disposal (i.e. at the date the recipient obtains
control) or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the
Statement of Comprehensive Income when the asset is
derecognised.
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The residual values, useful lives,
and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if
appropriate.
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Impairment of Non-Financial
Assets
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The Group assesses at each
reporting date, whether there is an indication that an asset may be
impaired. If any such indication exists, the recoverable amount of
the asset is estimated based on future cashflows with a suitable
range of discount rates and the expectations of future performance.
An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. Impairment
loss is recognised in the Statement of Comprehensive
Income.
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Cash and Cash
Equivalents
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Cash and cash equivalents comprise
cash on hand and short term highly liquid deposits with a maturity
of less than 3 months.
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Trade
Receivables
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Trade and other receivables are
recognised initially at the transaction price less attributable
transaction costs. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method,
less any impairment losses in the case of trade receivables and
other receivables.
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Trade
Payables
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Trade and other payables are
recognised initially at transaction price plus attributable
transaction costs. Subsequently they are measured at amortised cost
using the effective interest method. Trade and other payables are
obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers. Trade payables are
classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current
liabilities.
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Provisions
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Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the Group will be required to
settle that obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are measured at the Directors'
best estimate of the expenditure required to settle the obligation
at the reporting date and are discounted to present value where the
effect is material.
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Leases
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Initial Recognition and Measurement
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The Group initially recognises a
lease liability for the obligation to make lease payments and a
right-of-use asset for the right to use the underlying asset for
the lease term.
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The lease liability is measured at
the present value of the lease payments to be made over the lease
term. The lease payments include fixed payments, purchase options
at exercise price (where payment is reasonably certain), expected
amount of residual value guarantees, termination option penalties
(where payment is considered reasonably certain) and variable lease
payments that depend on an index or rate.
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The right-of-use asset is
initially measured at the amount of the lease liability, adjusted
for lease prepayments, lease incentives received, the group's
initial direct costs (e.g. commissions) and an estimate of
restoration, removal, and dismantling costs.
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Subsequent Measurement
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After the commencement date, the
Group measures the lease liability by:
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(a)
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Increasing the carrying amount to
reflect interest on the lease liability;
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(b)
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Reducing the carrying amount to
reflect the lease payments made; and
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(c)
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Re-measuring the carrying amount
to reflect any reassessment or lease modifications or to reflect
revised in substance fixed lease payments or on the occurrence of
other specific events.
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Interest on the lease liability in
each period during the lease term is the amount that produces a
constant periodic rate of interest on the remaining balance of the
lease liability. Interest charges are included in finance cost in
the Statement of Comprehensive Income, unless the costs are
included in the carrying amount of another asset applying other
applicable standards. Variable lease payments not included in the
measurement of the lease liability, are included in operating
expenses in the period in which the event or condition that
triggers them arises. Repayment of lease liabilities within
financing activities in the Statement of Cash Flows include both
the principal and interest.
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Short Term and Low Value Leases
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The Group has made an accounting
policy election, by class of underlying asset, not to recognise
lease assets and lease liabilities for leases with a lease term of
12 months or less (i.e. short-term leases).
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The Group has made an accounting
policy election on a lease-by-lease basis, not to recognise lease
assets and lease liabilities on leases for which the underlying
asset is worth £5,000 or less (i.e. low value leases).
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Lease payments on short term and
low value leases are accounted for on a straight-line bases over
the term of the lease or other systematic basis if considered more
appropriate. Short term and low value lease payments are included
in operating expenses in the Statement of Comprehensive
Income.
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Share
Capital
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Ordinary shares are classified as
equity. Equity instruments are measured at the fair value of the
cash or other resources received or receivable, net of the direct
costs of issuing the equity instruments. If payment is deferred and
the time value of money is material, the initial measurement is on
a present value basis.
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Defined Contribution Pension
Obligation
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The Group operates a defined
contribution plan for its employees, under which the Group pays
fixed contributions into the PensionBee Personal Pension. Once the
contributions have been paid the Group has no further payment
obligations.
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The contributions are recognised
as an expense in the Statement of Comprehensive Income when they
fall due. Amounts not paid are shown in creditors as a liability in
the Statement of Financial Position. The assets of the plan are
held separately from the Group.
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Share-based
Payment
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The cost of equity-settled
transactions with employees is measured by reference to the fair
value of the equity instruments granted at the date at which they
are granted and is recognised as an expense over the vesting
period, which ends on the date on which the relevant employees
become fully entitled to the award. Fair value is determined by
using the market price of the shares at a point in time adjacent to
the issue of the award. In valuing equity-settled transactions, no
account is taken of any vesting conditions, other than conditions
linked to the price of the shares of the Group (market conditions)
and non-vesting conditions. No expense is recognised for awards
that do not ultimately vest, except for awards where vesting is
conditional upon a market or non-vesting condition, which are
treated as vesting irrespective of whether the market or
non-vesting condition is satisfied, provided that all other vesting
conditions are satisfied. At each balance sheet date before
vesting, the cumulative expense is calculated, representing the
extent to which the vesting period has expired and management's
best estimate of the achievement or otherwise of non-market
conditions and of the number of equity instruments that will
ultimately vest or in the case of an instrument subject to a market
condition, be treated as vesting as described above. The movement
in cumulative expense since the previous balance sheet date is
recognised in the Statement of Comprehensive Income, with a
corresponding entry in equity under the Share-based Payment
Reserve.
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Where the terms of an
equity-settled award are modified, or a new award is designated as
replacing a cancelled or settled award, the cost based on the
original award terms continues to be recognised over the original
vesting period. In addition, an expense is recognised over the
remainder of the new vesting period for the incremental fair value
of any modification, based on the difference between the fair value
of the original award and the fair value of the modified award,
both as measured on the date of the modification. No reduction is
recognised if this difference is negative. Where an equity-settled
award is cancelled, it is treated as if it had vested on the date
of cancellation, and any cost not yet recognised in the Statement
of Comprehensive Income for the award is expensed immediately. Any
compensation paid up to the fair value of the award at the
cancellation or settlement date is deducted from equity
(Share-based Payment Reserve), with any excess over fair value
expensed in the Statement of Comprehensive Income.
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The Company has established a
Share-based Payment Reserve but does not transfer any amounts from
this reserve on the exercise or lapse of options. On exercise,
shares issued are recognised in share capital at their nominal
value. Share premium is recognised to the extent the exercise price
is above the nominal value. Where the Company is settling part of
the exercise price, a transfer is made from retained earnings to
share capital.
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Research and
Development
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Research and development
expenditure is recognised as an expense as incurred, except that
development expenditure incurred on an individual project is
capitalised as an intangible asset when the Group can demonstrate
the technical feasibility of completing the intangible asset so
that it will be available for use or sale, how the asset will
generate future economic benefits, the availability of resources to
complete development of the asset and the ability to measure
reliably the expenditure during development. Capitalised
development costs are recorded as intangible assets and amortised
from the point at which the asset is ready for use.
The Group's research and development costs relate
to costs incurred on projects carried out to advance technology
used to serve its customers. No development
expenditure has been capitalised during the years 2022 and 2023, on
the basis that the specified criteria for capitalisation has not
been met, as costs spent on the development phase of projects
cannot be reliably estimated. All research and development costs
are therefore recognised as an expense as
incurred.
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Impairment of Financial
Assets
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Measurement of Expected Credit Losses
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Expected credit losses ('ECLs')
are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the
original effective interest rate.
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For trade and other receivables,
the Group applies a simplified approach in calculating the ECLs.
Therefore, the Group recognises a loss allowance based on lifetime
ECLs at each reporting date.
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3. Critical Accounting Judgements and Key Sources of
Estimation Uncertainty
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In the application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amount of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or
in the period of the revision and future periods where the revision
affects both current and future periods.
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The Group does not have any
critical accounting judgements or key estimation
uncertainties.
|
4.
Revenue
The analysis of the Group's
Revenue for the year from continuing operations is as
follows
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|
|
|
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|
2023
|
|
2022
|
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Recurring Revenue
|
|
|
|
|
23,660
|
|
17,527
|
|
Other Revenue
|
|
|
|
|
157
|
|
135
|
|
|
|
|
|
|
23,817
|
|
17,662
|
|
Recurring Revenue relates to
revenue from the annual management fee charged to customers. There
are no individual revenues from customers which exceed 10% of the
Group's total Revenue for the year.
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Segment Information
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Operating segments and reporting
segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker ('CODM').
The Group considers that the role of CODM is performed by the Board
of Directors. The CODM regularly reviews the Group's operating
results to assess performance and to allocate resources. All
earnings, balance sheet and cash flow information received and
reviewed by the Board of Directors is prepared at a company level.
The CODM considers that it has a single business unit comprising
the provision of direct-to-consumer online pension consolidation
and, therefore, recognises one operating and reporting segment with
all revenue, losses before tax and net assets being attributable to
this single reportable business segment.
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Further, the Group operates in a
single geographical location only, being the United
Kingdom.
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5. Employee Benefits Expense
|
The aggregate payroll costs
(including Directors' remuneration) were as follows:
|
|
2023
|
|
2022
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
Wages and Salaries
|
10,801
|
|
8,373
|
|
Social Security Costs
|
1,200
|
|
946
|
|
Pension Costs, Defined Contribution
Scheme
|
300
|
|
235
|
|
|
12,301
|
|
9,554
|
|
Share-based Payment
Expense
|
2,182
|
|
1,898
|
|
|
14,483
|
|
11,452
|
The average number of persons
employed by the Group (including Directors) during the year,
analysed by category, was as follows:
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|
2023
No.
|
|
2022
No.
|
|
Executive Management
|
10
|
|
9
|
|
Technology and Product
|
47
|
|
38
|
|
Marketing
|
17
|
|
15
|
|
Customer Service
|
92
|
|
90
|
|
Legal, Compliance and
Risk
|
12
|
|
11
|
|
Administration and Other
|
24
|
|
22
|
|
|
202
|
|
185
|
6. Directors' Remuneration
|
The Directors' remuneration for
the year was as follows:
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
Remuneration
|
963
|
|
853
|
|
|
Group Contributions paid to Defined
Contribution Pension Schemes
|
11
|
|
10
|
|
|
|
974
|
|
863
|
|
|
During the year the number of
Directors who were receiving benefits and share incentives was as
follows:
|
|
|
|
2023
No.
|
|
2022
No.
|
|
|
Members of Defined Contribution
Pension Schemes
|
5
|
|
5
|
|
|
In respect of the highest paid Director:
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
£ 000
|
|
£ 000
|
|
|
Remuneration
|
219
|
|
193
|
|
|
Group Contributions to Defined
Contribution Pension Schemes
|
2
|
|
2
|
|
|
Exercise of Share Options
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
£ 000
|
|
£ 000
|
|
|
Amount of Gains made on the
Exercise of Share Options
|
164
|
|
225
|
|
|
7. Other Expenses
|
|
|
|
|
|
Arrived at after
charging:
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
£ 000
|
|
£ 000
|
|
|
Auditor's Remuneration
|
215
|
|
196
|
|
|
Money Manager Costs
|
3,245
|
|
2,825
|
|
|
Other Expenses
|
6,557
|
|
8,047
|
|
|
|
10,017
|
|
11,067
|
|
|
|
|
|
|
| |
Included in Other Expenses are
technology and platform costs, professional services fees,
irrecoverable VAT and general and administrative costs.
|
8. Finance (Income) and Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
Finance (Income):
|
|
|
|
|
£ 000
|
|
£ 000
|
|
Interest (Income)
|
|
|
|
|
(6)
|
|
-
|
|
|
|
|
|
|
(6)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
Finance Costs:
|
|
|
|
|
£ 000
|
|
£ 000
|
|
Interest Expense on Lease
Liabilities
|
|
|
|
|
33
|
|
43
|
|
Interest Expense on Dilapidations
Provision
|
|
|
|
|
3
|
|
3
|
|
Total Finance Costs
|
|
|
|
|
36
|
|
46
|
|
9. Auditor's
Remuneration
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
Audit of the Company's Financial
Statements
|
56
|
|
44
|
|
|
Audit of the Company's Subsidiary
Financial Statements
|
112
|
|
94
|
|
|
Total Audit Fees
|
168
|
|
138
|
|
|
|
|
|
|
|
|
Audit Related Assurance
Services
|
47
|
|
58
|
|
|
Total Audit Related Assurance
Fees
|
47
|
|
58
|
|
|
|
|
|
|
|
| |
Auditor's remuneration has been
shown net of VAT. Audit Related Assurance Fees relate to the half
year review of the Group's financial statements and CASS audit
services received by the Subsidiary. No services were provided
pursuant to contingent fee arrangements.
10. Tax
Tax charged/(credited) in the
Statement of Comprehensive Income:
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Current Taxation
|
|
|
|
|
|
|
|
|
UK Corporation Tax
|
|
|
|
|
(150)
|
|
(274)
|
|
Deferred Taxation
|
|
|
|
|
|
|
|
|
Arising from Origination and
Reversal of Temporary Differences
|
|
-
|
|
-
|
|
Arising from Tax Rate
Changes
|
|
|
|
|
-
|
|
-
|
|
Total Deferred Taxation
|
|
|
|
|
-
|
|
-
|
|
Tax Credit in the Statement of
Comprehensive Income
|
|
(150)
|
|
(274)
|
The tax on the loss for the year
was computed at the blended rate of corporation tax of 23.5% (2022:
19%). From 1 April 2022, the standard rate of corporation tax in
the UK was 19%. From 1 April 2023, the corporation tax rate of 25%
was effective for companies with profits of £250,000 and over.
PensionBee will likely utilise its carried forward losses while
making profits exceeding £250,000 and incurring corporation tax at
the rate of 25% therefore the blended rate is deemed
appropriate.
The differences are reconciled
below:
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Profit/(Loss) before
Tax
|
|
|
|
|
(10,719)
|
|
(22,420)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation Tax at Standard
Rate
|
|
|
|
|
(2,521)
|
|
(4,260)
|
|
Increase from effect of different
UK Tax Rates on some Earnings
|
|
-
|
|
-
|
|
Increase from effect of expenses
not deductible in determining Taxable Profit (Tax Loss)
|
|
172
|
|
288
|
|
Capital Allowances
|
|
(1)
|
|
(11)
|
|
Share-based Payment
|
|
318
|
|
83
|
|
Deferred Tax Expense (Credit) from
unrecognised Tax Loss or Credit
|
|
2,032
|
|
3,900
|
|
Decrease from effect of
adjustments in Research Development Tax Credit
|
|
(150)
|
|
(274)
|
|
Total Tax Credit
|
|
|
|
|
(150)
|
|
(274)
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Fixed Assets
|
|
|
|
|
(36)
|
|
(43)
|
|
Temporary Difference
Trading
|
|
|
|
|
-
|
|
-
|
|
Total Deferred Tax
Liability
|
|
|
|
|
(36)
|
|
(43)
|
|
|
|
|
|
|
|
|
|
|
Losses available for offsetting
against Future Taxable Income
|
|
36
|
|
43
|
|
Total Deferred Tax
Asset
|
|
|
|
|
36
|
|
43
|
|
Net Deferred Tax
|
|
|
|
|
-
|
|
-
|
The Group has £81,394,000 of
non-expiring carried forward tax losses at 31 December 2023 (2022:
£72,755,000) against which no deferred tax asset has been
recognised. A deferred tax asset has not been recognised on the
basis that there is insufficient certainty over the recovery of
these tax losses in the near future.
11. Earnings per Share
Basic Earnings per Share is
calculated by dividing the Loss Attributable to Equity Holders of
the Company by the Weighted Average Number of ordinary Shares
Outstanding during the year.
Diluted Earnings per Share is
calculated by dividing the Loss Attributable to Equity Holders of
the Company adjusted for the effect that would result from the
weighted average number of ordinary shares plus the weighted
average number of shares that would be issued on the conversion of
all the dilutive potential shares under option. At each balance
sheet date reported below, the following potential ordinary shares
under option are anti-dilutive and are therefore excluded from the
weighted average number of ordinary shares for the purpose of
Diluted Earnings per Share.
|
|
2023
|
2022
|
|
Number of Potential Ordinary
Shares
|
6,757,781
|
4,619,220
|
|
Profit/(Loss) Attributable to
Equity Holders of PensionBee Group plc (£)
|
(10,569,000)
|
(22,146,000)
|
|
Weighted Average Number of
Ordinary Shares Outstanding during the
Year
|
223,559,764
|
222,223,650
|
|
Basic and Diluted Earnings per
Share (pence per Share)
|
(4.73)
|
(9.97)
|
Basic Earnings per Share was
(4.73)p for 2023 (2022: (9.97)p).
12. Property, Plant and Equipment
|
|
Fixtures and
Fittings
|
|
Leasehold
Improvements
|
|
Computer
Equipment
|
|
Total
|
|
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
60
|
|
126
|
|
265
|
|
451
|
|
|
|
Additions
|
1
|
|
251
|
|
115
|
|
367
|
|
|
|
Disposals
|
-
|
|
-
|
|
(17)
|
|
(17)
|
|
|
|
At 31 December 2022
|
61
|
|
377
|
|
363
|
|
801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
61
|
|
377
|
|
363
|
|
801
|
|
|
|
Additions
|
2
|
|
41
|
|
52
|
|
95
|
|
|
|
Disposals
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
At 31 December 2023
|
63
|
|
418
|
|
415
|
|
896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Depreciation
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
51
|
|
126
|
|
147
|
|
324
|
|
|
|
Charge for the year
|
7
|
|
50
|
|
77
|
|
134
|
|
|
|
Eliminated on Disposal
|
-
|
|
-
|
|
(15)
|
|
(15)
|
|
|
|
At 31 December 2022
|
58
|
|
176
|
|
209
|
|
443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
58
|
|
176
|
|
209
|
|
443
|
|
|
|
Charge for the year
|
2
|
|
56
|
|
90
|
|
148
|
|
|
|
Eliminated on Disposal
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
At 31 December 2023
|
60
|
|
232
|
|
299
|
|
591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amount
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
3
|
|
186
|
|
116
|
|
305
|
|
|
|
At 31 December 2022
|
3
|
|
201
|
|
154
|
|
358
|
|
|
|
At 1 January 2022
|
9
|
|
-
|
|
118
|
|
127
|
|
|
13. Right of Use Asset
|
|
|
|
|
|
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
|
703
|
|
Additions
|
|
|
|
|
|
|
3
|
|
Disposals
|
|
|
|
|
|
|
-
|
|
At 31 December 2022
|
|
|
|
|
|
|
706
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
|
|
|
|
706
|
|
Additions
|
|
|
|
|
|
|
-
|
|
Disposals
|
|
|
|
|
|
|
-
|
|
At 31 December 2023
|
|
|
|
|
|
|
706
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Depreciation
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
|
|
11
|
|
Charge for the year
|
|
|
|
|
|
|
141
|
|
Eliminated on Disposal
|
|
|
|
|
|
|
-
|
|
At 31 December 2022
|
|
|
|
|
|
|
152
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
|
|
|
|
152
|
|
Charge for the year
|
|
|
|
|
|
|
141
|
|
Eliminated on Disposal
|
|
|
|
|
|
|
-
|
|
At 31 December 2023
|
|
|
|
|
|
|
293
|
|
|
|
|
|
|
|
|
|
|
Carrying
Amount
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
|
|
413
|
|
At 31 December 2022
|
|
|
|
|
|
|
553
|
|
At 1 January 2022
|
|
|
|
|
|
|
692
|
14. Trade and Other Receivables
|
|
2023
|
2022
|
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
|
|
Trade Receivables
|
2,240
|
1,565
|
|
|
Prepayments
|
1,901
|
903
|
|
|
Other Receivables
|
206
|
944
|
|
|
|
4,347
|
3,412
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Trade and Other Receivables are
measured at amortised cost and management assessed that the
carrying value is approximately their fair value due to the
short-term maturities of these balances.
15. Share Capital
Allotted, Called Up and
Fully Paid Shares
|
|
2023
|
2022
|
|
|
No. 000
|
£ 000
|
No. 000
|
£ 000
|
|
At 1 January
|
222,862
|
223
|
221,526
|
221
|
|
Shares issued
|
1,101
|
1
|
1,336
|
2
|
|
At 31 December
|
223,963
|
224
|
222,862
|
223
|
During the year, PensionBee Group
plc issued ordinary shares, to satisfy the exercise of share
options totalling 1,100,706 ordinary shares (2022: 1,336,148) of
£0.001 each. The exercise price for each exercised share option was
£0.001 (2022: £0.001).
Each ordinary share carries one
vote per share and ranks pari passu with respect to dividends and
capital.
16. Reserves
Share Premium
The Share Premium account
represents the excess of the issue price over the par value on
shares issued, less transaction costs arising on the
issue.
Share-based Payment Reserve
The Share-based Payment Reserve is
used to recognise the value of equity-settled share-based payments
provided to employees, including key management personnel, as part
of their remuneration.
Retained Earnings
The balance in the Retained
Earnings account represents the distributable reserves of the
Group.
17. Leases
In December 2021, the Group
entered into a new property lease with a 5-year lease term ending
in December 2026 with an option to terminate the lease after three
years. The Group is reasonably certain that this option will not be
exercised therefore the lease term was determined to be five years.
At inception, the lease liability was determined using a discount
rate linked to London office rental yields, adjusted for the risk
premium for certain company specific factors as well as taking into
consideration the interest rate associated with the revolving
credit facility entered into in March 2021 and subsequently
cancelled in September 2021. The discount rate applied was 7%. The
lease terms have not been amended since inception.
The carrying amounts of
right-of-use assets recognised and the movements during each year
are set out in Note 13. Set out below are the carrying amounts of
lease liabilities and the movements during the year.
|
|
2023
|
2022
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
As at 1 January
|
551
|
657
|
|
Accretion of Interest
|
33
|
43
|
|
Cash Flow Timing
Adjustment
|
-
|
2
|
|
Payments
|
(186)
|
(151)
|
|
As at 31 December
|
398
|
551
|
Lease Liabilities included
in the Statement of Financial Position:
|
|
2023
|
2022
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
Non-current
|
292
|
397
|
|
Current
|
106
|
154
|
|
|
398
|
551
|
The following are the
amounts recognised in the Statement of Comprehensive
Income:
|
|
2023
|
2022
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
Depreciation on Right of Use
Asset
|
141
|
141
|
|
Interest on Lease
Liability
|
33
|
43
|
|
|
174
|
184
|
18. Provisions
|
|
2023
|
2022
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
Dilapidations
|
|
|
|
At 1 January
|
46
|
43
|
|
Interest
|
3
|
3
|
|
At 31 December
|
49
|
46
|
|
Non-current Liabilities
|
49
|
46
|
The Group is required to restore
the leased premises of its offices to their original condition at
the end of the lease term. The lease term ends on 2 December 2026.
A provision has been recognised at the present value of the
estimated expenditure required to remove any leasehold
improvements. These costs have been capitalised as part of the
Right of Use Asset and are amortised over the useful life of the
asset.
19. Trade and Other Payables
|
|
2023
|
2022
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
Trade Payables
|
269
|
132
|
|
Accrued Expenses
|
1,496
|
1,301
|
|
Other Payables
|
68
|
83
|
|
|
1,833
|
1,515
|
Trade and Other Payables are
measured at amortised cost and management assessed that the
carrying value is approximately their fair value due to the
short-term maturities of these balances.
20. Pension and Other
Schemes
The Group operates a defined
contribution pension scheme. The pension cost charge for the year
represents contributions payable by the Group to the scheme and
amounted to £301,000 (2022: £235,000).
21. Share-based
Payment
PensionBee EMI and Non-EMI Share Option
Scheme
Scheme Details and
Movements
Under the PensionBee EMI and
Non-EMI Share Option Scheme share options were granted to eligible
employees who have passed their probation period at the Group. The
exercise price of all share options is £0.001 per share.
The share options normally vest on
the later of the following tranches, 25% of the shares vest on the
first anniversary of the vesting commencement date with the
remaining 75% of the shares vesting quarterly in equal instalments
over the following three years.
The fair value of the share
options granted is estimated on the date of grant by reference to
the prevailing share price. Before the Company was listed in 2021,
the fair value was determined by reference to the price paid by
external investors as part of periodic funding rounds.
The weighted average fair value of
share options granted during the year of grant was £nil (2022: £
nil).
During the year ended 31 December
2021, share options could be exercised upon the occurrence of an
exit event, a takeover, reconstruction, liquidation and sale of the
business, to the extent they had vested. In the event that there
had been no exit event before the tenth anniversary of the date of
grant, the Directors were able to determine that an option holder
could exercise their option in the 30 day period before such
anniversary.
Following the listing of the
Company in 2021, share options can be exercised upon satisfying the
service condition.
The movements in the number of
share options during the year were as follows:
|
|
2023
|
2022
|
|
|
Number
|
Number
|
|
|
|
|
|
Outstanding, start of the
year
|
2,444,403
|
3,911,235
|
|
Exercised during the
year
|
(910,283)
|
(1,297,359)
|
|
Expired during the year
|
(16,350)
|
(169,472)
|
|
Outstanding, end of the
year
|
1,517,770
|
2,444,404
|
The weighted average share price
on the dates the share options were exercised during the year was
£0.74 (2022: £1.05) and the weighted average remaining contractual
life is eight months (2022: one year and six months).
Deferred Share Bonus
Plan
Scheme Details and
Movements
Under the PensionBee Deferred
Share Bonus Plan, awards ('DSB Awards') are granted to eligible
employees who are or were an employee (including an Executive
Director) of the Group who have been granted a bonus. DSB Awards
are granted in the subsequent financial year once the annual bonus
outturn has been determined. The DSB Awards are granted by way of
share options, with an exercise price of £0.001 per
share.
For the two Executive Directors
that were in office as of 31 December 2021, their 2022 granted DSB
Awards cliff vest on the third anniversary of the date of grant.
For the rest of the employees and the subsequent grants, DSB Awards
vest in three equal instalments over a service period of three
years from grant date. DSB Awards vest upon satisfying the service
condition.
The fair value of the DSB Awards
is the share price on the grant date. DSB Awards can be exercised
to the extent they have vested.
The weighted average fair value of
DSB Awards granted during 2023 was £0.98 (2022: £1.44).
The movements in the number of DSB
Awards during the year were as follows:
|
|
2023
|
2022
|
|
|
Number
|
Number
|
|
|
|
|
|
Outstanding, start of the
year
|
889,551
|
-
|
|
Granted during the year
|
626,223
|
944,508
|
|
Exercised during the
year
|
(190,423)
|
-
|
|
Lapsed during the year
|
(44,589)
|
(54,957)
|
|
Outstanding, end of the
year
|
1,280,762
|
889,551
|
The weighted average share price
on the dates the share options were exercised during the year was
£0.80. No share options were exercised in 2022. The weighted
average remaining contractual life is one year (2022: one year and
five months).
Long Term Incentives
Plan
Scheme Details and
Movements
Under the PensionBee Long Term
Incentives Plan, restricted share plan awards ('RSP Awards') are
granted to eligible employees who are or were employees (including
an Executive Director) of the Group, at mid-level management or
higher, who have been granted a bonus. RSP Awards are granted in
the subsequent financial year following a bonus grant. The RSP
Awards are granted by way of share options, with an exercise price
of £0.001 per share.
The RSP Awards vest in tranches, a
third of the RSP Awards vest on the third anniversary, a third on
the fourth anniversary and the last third on the fifth anniversary
of the grant date.
The fair value of the RSP Awards
is the share price on the grant date discounted for the restricted
selling period. RSP Awards can be exercised to the extent they have
vested and after a five year holding period.
The weighted average fair value of
RSP Awards granted during 2023 was £0.94 (2022: £1.38).
The movements in the number of RSP
Awards during the year were as follows:
|
|
2023
|
2022
|
|
|
Number
|
Number
|
|
|
|
|
|
Outstanding, start of the
year
|
1,285,266
|
-
|
|
Granted during the year
|
2,791,756
|
1,311,681
|
|
Exercised during the
year
|
-
|
-
|
|
Lapsed during the year
|
(117,773)
|
(26,415)
|
|
Outstanding, end of the
year
|
3,959,249
|
1,285,266
|
|
There were no exercises during the
year (2022: nil) and the weighted average remaining contractual
life is two years and five months. (2022: three years and three
months).
|
|
Charge/Credit arising from
Share-based Payment
|
|
The total charge for the year for
the Share-based Payment was £2,182,000 (2022: £1,898,000), all of
which related to equity-settled share-based payment
transactions.
|
|
22. Financial Risks
Review
|
|
This note presents information
about the Group's exposure to financial risks and the Group's
management of capital. Financial risk exposure results from the
operations of the Subsidiary. The Company is not trading and
therefore is structured to avoid, in so far as possible, all forms
of financial risk.
|
|
Financial Risk Management Objectives
|
|
The Group has identified the
financial risks arising from its activities and has established
policies and procedures to manage these risks in accordance with
its risk appetite. These risks included market risk, credit risk
and liquidity risk. The Group does not enter or trade financial
instruments, including derivative financial instruments. Assisted
by the Audit and Risk Committee, the Board of Directors has overall
responsibility for establishing and overseeing the Group's risk
management framework and risk appetite.
|
|
The Group's financial risk
management policies are intended to ensure that risks, including
emerging risks are identified, evaluated and subject to ongoing
close monitoring and mitigation where appropriate. The Board of
Directors regularly reviews financial risk management policies,
procedures and systems to reflect changes in the business, risk
horizon, markets and financial instruments used by the Group. The
Group's senior management is responsible for the day-to-day
management of these risks in accordance with the Group's risk
management framework.
|
Market Risk
|
|
Market risk is the risk that the
fair value or future cash flows of financial instruments will
fluctuate because of changes in market prices. Market risk
comprises risks including interest rate risk, currency risk and
price risk.
|
|
Interest Rate Risk
|
|
Interest rate risk is the risk
that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The
Group considers interest rate risk to be insignificant due to no
debt.
|
|
Price Risk
|
|
The main source of revenue is
based on the value of Assets under Administration ('AUA'), a
measure of the total assets for which a financial institution
provides administrative services. The Group has an indirect
exposure to price risk on investments held on behalf of customers.
These assets are not on the Group's Statement of Financial
Position. The risk of lower revenues is partially mitigated by
asset class diversification. The Group does not hedge its revenue
exposure to movements in the value of customers assets arising from
these risks, and so the interests of the Group are aligned to those
of its customers.
|
|
A 10% change in equity markets
would have an approximate 7.5% impact on revenue. The 10% change in
equity markets is a reasonable approximation of possible change.
The key assumption in this assessment is the percentage change of
market volatility over the next 12 months from the year ended
2023.
|
|
Credit Risk
|
|
Credit risk is the risk that a
counterparty will be unable to pay amounts in full when due. The
Group's exposure to credit risk arises principally from its cash
balances held with banks and trade receivables. The Group's trade
receivables are the contractual cash flow obligations that the
payors must meet. The payors are BlackRock, Legal & General,
and State Street which are high credit rated financial
institutions. Assets they hold on behalf of the Group are a small
percentage of their net assets and on this basis, credit risk is
considered to be low. The Group utilises the simplified approach to
provide for expected credit losses allowing the use of lifetime
loss allowances to be made. In determining expected credit losses,
financial assets have been grouped based on shared credit risk
characteristics, such as number of days past due and the
counterparty.
|
|
At the end of the reporting period
no assets were determined to be impaired and there was no balance
past due.
|
|
In certain cases, the Group will
also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full. A financial
asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
|
|
Due to the Group's financial
assets primarily being trade receivables which all have an expected
lifetime of less than 12 months, the Group has elected to measure
the expected credit losses at 12 months only. The Group's expected
credit loss is £nil (2022: £nil).
|
|
Set out below is the information
about the credit risk exposure on the Group's trade
receivables:
|
|
|
Days Past
Due
|
|
|
Current
|
< 30
days
|
30-60
days
|
61-90
days
|
>91
days
|
Total
|
|
31-Dec-23
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
|
|
|
|
|
|
|
|
|
Gross Trade Receivables
|
2,240
|
-
|
-
|
-
|
-
|
2,240
|
|
Other Receivables
|
179
|
-
|
-
|
-
|
27
|
206
|
|
|
|
|
|
|
|
|
|
|
Days Past
Due
|
|
|
Current
|
< 30
days
|
30-60
days
|
61-90
days
|
>91
days
|
Total
|
|
31-Dec-22
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
£ 000
|
|
|
|
|
|
|
|
|
|
Gross Trade Receivables
|
1,565
|
-
|
-
|
-
|
-
|
1,565
|
|
Other Receivables
|
540
|
-
|
-
|
-
|
404
|
944
|
The Group's Trade Receivables are
concentrated in the three money managers
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
%
|
|
%
|
|
|
|
|
|
|
|
|
|
|
BlackRock
|
|
|
|
|
75%
|
|
73%
|
|
State Street
|
|
|
|
|
15%
|
|
16%
|
|
Legal & General
|
|
|
|
|
10%
|
|
11%
|
|
Total
|
|
|
|
|
100%
|
|
100%
|
Other Receivables mainly comprise
of the R&D tax credit due from HMRC and the office rental
deposit. The probability of default by these parties is deemed low.
The credit risk on liquid funds financial instruments is limited
because the counterparties are banks with high credit-ratings
assigned by international credit-rating agencies. The Group's
principal Banks are Barclays Bank and HSBC Innovation Banking. The
Group only uses banks with a credit rating of at least BBB+
(Standard & Poor's). The Group's liquid funds are concentrated
in Barclays, which holds 72% of the total balance as at year end
(2022: 94%) and HSBC, which holds 27% of the total balance as at
year end (2022: 0%).
Liquidity Risk
Liquidity risk is the risk that
the Group will encounter difficulty in meeting obligations to
settle its liabilities. This is managed through cash flow
forecasting.
Undiscounted Maturity Analysis
The following table sets out the
remaining contractual maturities of the group's financial
liabilities by type:
|
|
Within 1
year
|
|
Between 1 and 5
years
|
|
After more than 5
years
|
|
Total
|
|
2023
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Trade and Other Payables
|
1,833
|
|
-
|
|
-
|
|
1,833
|
|
Lease Liabilities
|
129
|
|
309
|
|
-
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
Within 1
year
|
|
Between 1 and 5
years
|
|
After more than 5
years
|
|
Total
|
|
2022
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
Trade and Other Payables
|
1,515
|
|
-
|
|
-
|
|
1,515
|
|
Lease Liabilities
|
186
|
|
438
|
|
-
|
|
624
|
|
Capital Risk
Management
|
|
For the purpose of the Group's
capital management, capital includes issued share capital, share
premium and all other equity reserves attributable to the equity
holders of the Company.
|
|
The Group manages its capital to
ensure that it will be able to continue as a going concern by
ensuring compliance with regulatory capital requirements set by the
FCA and maximising returns to shareholders through optimal capital
deployment. Regulatory capital is determined in accordance with the
requirements prescribed by the FCA. The Group performs capital
assessments and maintains a surplus over the regulatory capital
requirement at all times.
|
|
The Group met its regulatory
capital requirement throughout the years 2022 and 2023.
|
|
The Group manages its capital
structure and makes adjustments considering changes in economic
conditions. To maintain or adjust the capital structure, the Group
may return capital to shareholders or issue new shares.
|
|
Externally Imposed Capital
Requirements
|
|
The capital adequacy of the
business is monitored on a quarterly basis as part of general
business planning by the Finance Team. The Group conducts a capital
adequacy assessment process, as required by the Financial Conduct
Authority ('FCA') to assess and maintain the appropriate
levels.
|
|
23. Related Party Transactions
|
|
Key Management
Compensation
|
2023
|
2022
|
|
|
|
£ 000
|
£ 000
|
|
|
|
|
|
|
|
Salaries and Other Short-term
Employee Benefits
|
2,034
|
1,752
|
|
|
Other Long-term
Benefits
|
25
|
24
|
|
|
Share-based Payment
|
1,463
|
1,222
|
|
|
|
3,522
|
2,998
|
|
Some Key Management Personnel use
the Group's services on commercial terms which are consistent with
the standard terms and condition as available on the
website.
|
|
Related Party - PensionBee Trustees
|
|
The following related party
transactions occur between the Company and PensionBee Trustees
Limited:
|
|
(i)
Payment of the PensionBee Trustees Limited bank fees on a quarterly
basis. During the year bank fees amounted to £104,000 (2022:
£52,000). There was no outstanding balance at year end (2022:
£nil).
|
|
(ii)
Payment of the PensionBee Trustees Limited's Data Protection fee on
an annual basis. During the year, payments amounted to £35 (2022:
£35). There was no outstanding balance at year end (2022:
£nil).
|
|
Transactions with
Directors
|
|
During the year ended 31 December
2023, there were no transactions with Directors. During the year
ended 31 December 2022, Mark Wood repaid £105,279 to the Subsidiary
in respect of a payment to HMRC made by the Group on his behalf in
2021. As at the year ended 31 December 2023, there was no
outstanding balance (2022: £nil).
|
|
Some Directors use the Group's
services on commercial terms which are consistent with the standard
terms and condition as available on the website.
|
|
24. Events After the Reporting
Period
|
|
On 4 March 2024, the Group
announced its proposed expansion into the United States of America
('US'), having taken an important step by
entering into an exclusive, non-binding term sheet with a large,
US-based global financial institution. Under the proposed strategic relationship, the US service
will be delivered through PensionBee Inc, a yet to be established
wholly-owned subsidiary of PensionBee Group plc. PensionBee Inc
will be established in Delaware, with operational headquarters in
New York. The financial effect of the proposed expansion cannot yet
be estimated.
|
|
25. Alternative Performance
Measures
|
|
The Group uses an alternative
performance measure ('APM') which is not defined or specified by
IFRS. The APM is Adjusted EBITDA, which is the loss for the year
before taxation, finance costs, depreciation, share-based
compensation and listing costs. The Directors use this APM and a
combination of IFRS measures when reviewing the performance and
position of the Group and believe that these measures provide
useful information with respect to the Group's business and
operations. The Directors consider that this APM illustrates the
underlying performance of the business by excluding items
considered by management not to be reflective of the underlying
trading operations of the Group.
|
|
The APM used by the Group is
defined below and reconciled to the related IFRS financial
measures:
|
|
Adjusted EBITDA
|
|
Adjusted EBITDA represents loss
for the year before taxation, finance costs, depreciation,
share-based compensation and listing costs.
|
|
|
2023
|
|
2022
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
Operating Profit/(Loss)
|
(10,689)
|
|
(22,374)
|
|
Depreciation Expense
|
288
|
|
276
|
|
Share-based Payment (1)
|
2,182
|
|
1,898
|
|
Listing Costs (2)
|
-
|
|
687
|
|
Adjusted EBITDA
|
(8,219)
|
|
(19,513)
|
|
|
|
|
|
|
(1) Relates to total annual charge
in relation to Share-based Payment expense as detailed in Note
21.
|
|
(2) 2022 Listing Costs relate to
expenses incurred in relation to the preparation for the transfer
from the High Growth Segment to the Premium Segment of the Main Market of the London Stock Exchange.
|
|
In the prior year, the Group
utilised Adjusted EBITDAM as an APM which represented the loss for
the year before taxation, finance costs, depreciation, advertising
and marketing, share based compensation and listing costs. In the
year ended 31 December 2023, the Group successfully achieved
Adjusted EBITDAM profitability therefore, Adjusted EBITDAM is no
longer presented as an APM.
|
|
|