1. Corporate
Information
The Condensed Consolidated Financial
Statements of PensionBee Group plc (the 'Company') and its
subsidiaries (together the 'Group') for the six months ended 30
June 2024 were authorised for issue in accordance with a resolution
of the Directors on 28 August 2024.
PensionBee Group plc is a public
limited company, whose shares are listed on the London Stock
Exchange ('LSE'), 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 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, all from the palm of
their hand.
2. Accounting
Policies
Basis of
Preparation
The Annual Financial Statements of
PensionBee Group plc will be prepared in accordance with United
Kingdom adopted International Financial Reporting Standards. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34 'Interim
Financial Reporting'. The Group has prepared the Condensed
Consolidated Financial Statements on the basis that it will
continue to operate as a going concern. The Directors consider that
there are no material uncertainties that may cast significant doubt
over this assumption. The Directors are satisfied that the Group
has sufficient resources to continue in operation for the
foreseeable future, a period of not less than 12 months from the
date of this report.
The Condensed Consolidated Financial
Statements do not include all the information and disclosures
required in the Annual Financial Statements, and should be read in
conjunction with PensionBee Group's Annual Report and Financial
Statements 2023.
Summary of Accounting
Policies
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 and the interim period policies consistently comply
with International Accounting Standard 34 'Interim Financial
Reporting', unless otherwise stated.
Audit
Requirements
The financial information for the
six months ended 30 June 2024 has not been audited by Deloitte LLP
and accordingly no opinion has been given. The comparative
financial information for the year ended 31 December 2023 has been
extracted from the Annual Report and Financial Statements 2023. The
financial information contained in this Interim Report does not
constitute statutory accounts as defined in section 435 of the
Companies Act 2006 and does not reflect all of the information
contained in PensionBee Group plc's Annual Report and Financial
Statements 2023. The Annual Financial Statements for the year ended
31 December 2023, which were approved by the Board of Directors on
13 March 2024, received an unqualified audit report, did not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006 and have been filed with the Registrar of
Companies.
Changes in Accounting
Policy
None of the standards,
interpretations and amendments effective for the first time from 1
January 2024 have had a material effect on the Condensed
Consolidated Financial Statements.
Foreign Currency
Translation
Functional and presentation currency
The Condensed Consolidated Financial
Statements are presented in the Company's functional currency
Sterling.
Foreign currency transactions and balances
The Group applies IAS 21, The
Effects of Changes in Foreign Exchange Rates. Transactions in
foreign currencies are translated into Sterling at the exchange
rate on the date of the transaction. Foreign currency monetary
balances are translated into Sterling at the period end exchange
rates. Exchange gains and losses on such balances are taken to the
Condensed Consolidated Statement of Comprehensive Income and
recognised in the currency translation reserve in equity.
Non-monetary foreign currency balances are translated at historical
transaction-date exchange rates.
Foreign operations
For the purpose of presenting the
Condensed Consolidated Financial Statements, the results and
financial position of foreign operations (none of which has the
currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated
into the presentation currency as follows:
●
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assets and liabilities for each
statement of financial position presented are translated at the
closing rate at the date of that statement of financial
position
|
●
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income and expenses for each
statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of
the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the
dates of the transactions), and
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All resulting exchange differences
are recognised in the statement of comprehensive income and
accumulated in a foreign currency translation reserve.
3. Critical Accounting Judgements and
Key Sources of Estimation Uncertainty
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.
The Group does not have any critical
accounting judgements or key estimation uncertainties.
4. Business
Combinations
On 21 March 2024, PensionBee Group
plc incorporated a new wholly owned subsidiary PensionBee Inc. in
Delaware, USA with operational headquarters in New York. The
incorporation of this subsidiary is part of the Group's strategic
initiative to expand its operations in the North American
market.
5. Revenue
The analysis of the Group's Revenue
for the period from continuing operations is as follows:
|
Unaudited six months to 30
June 2024
|
Unaudited six months to 30
June 2023
|
|
£ 000
|
£ 000
|
Recurring Revenue
|
15,227
|
10,825
|
Other Revenue
|
140
|
43
|
|
15,367
|
10,868
|
All Revenue generated was derived
from operations within the United Kingdom.
6. Segment
Information
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.
The Group operates in two geographical locations; the United
Kingdom and the United States of America, therefore, the CODM
recognises two operating and reporting segments. For the six months
to 30 June 2024, all the Revenue is attributable to the United
Kingdom segment. £3,493,000 of Losses before Tax is attributable to
the United Kingdom and £182,000 is attributable to the United
States of America. Net Assets of £12,926,000 are attributable to
the United Kingdom segment and £24,000 to the United States of
America segment. The United States of America segment was
immaterial for the period ended 30 June 2024 therefore,
comprehensive segmental reporting has not been provided. As this
segment becomes operational, comprehensive segmental reporting will
be disclosed.
7. Tax
Tax credited in the Condensed
Consolidated Statement of Comprehensive Income:
|
Unaudited six months to 30
June 2024
|
Unaudited six months to 30
June 2023
|
|
£ 000
|
£ 000
|
Current Taxation
|
|
|
UK Corporation Tax
|
77
|
137
|
Tax
Credit in the Condensed Consolidated Statement of Comprehensive
Income
|
77
|
137
|
The Tax Credit in the Condensed
Consolidated Statement of Comprehensive Income relates solely to
enhanced tax credits in relation to Research and
Development.
8. Earnings per
Share
Basic Earnings per Share is
calculated by dividing the loss attributable to ordinary equity
holders of the Company by the weighted average number of ordinary
shares in issue during the period.
Diluted Earnings per Share is
calculated by dividing the Loss Attributable to Ordinary Equity
Holders of the Company by the Weighted Average Number of ordinary
shares in issue during the period. The weighted average number of
ordinary shares in issue during the period has not been adjusted
for the effect of the weighted average number of shares that would
be issued on the conversion of all the potential ordinary shares
under option and conditional share awards because the potential
ordinary shares are anti-dilutive. At each balance sheet date
reported below, the following potential ordinary shares under
option and conditional share awards are anti-dilutive and are
therefore excluded from the weighted average number of ordinary
shares for the purpose of Diluted Earnings per Share.
|
Unaudited six months to 30
June 2024
|
Unaudited six months to 30
June 2023
|
Number of Potential Ordinary
Shares
|
10,132,964
|
6,778,659
|
Loss Attributable to Ordinary Equity
Holders of the Company (£)
|
(3,675,000)
|
(9,073,000)
|
Weighted Average Number of Shares
Outstanding during the Period
|
224,100,045
|
223,203,539
|
Basic and Diluted Earnings/(Loss) per Share (pence per
Share)
|
(1.64)
|
(4.06)
|
9. Trade and Other
Receivables
|
Unaudited six months to 30
June 2024
|
Audited 31 December
2023
|
|
£ 000
|
£ 000
|
Trade Receivables
|
2,579
|
1,859
|
Prepayments
|
2,202
|
2,167
|
Other Receivables
|
315
|
536
|
|
5,096
|
4,562
|
10. Share Capital
Allotted, Called Up and Fully
Paid Shares
|
Unaudited 30 June
2024
|
Audited 31 December
2023
|
|
No. 000
|
£ 000
|
No. 000
|
£ 000
|
Ordinary of £0.001 each
|
224,772
|
225
|
223,963
|
224
|
|
224,772
|
225
|
223,963
|
224
|
11. Trade and Other Payables
|
Unaudited six months to 30
June 2024
|
Audited 31 December
2023
|
|
£ 000
|
£ 000
|
Trade Payables
|
474
|
269
|
Accrued Expenses
|
2,752
|
1,496
|
Other Payables
|
454
|
68
|
|
3,680
|
1,833
|
12. Financial Assets and Financial
Liabilities
The carrying value of the financial
assets and liabilities are not materially different from their fair
value.
13. 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 had passed their probation period at the Group. The
exercise price of all share options is £0.001 per share.
The share options normally vest in
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.
Under this scheme, no share options
were granted during the six months ended 30 June 2024 (30 June
2023: nil).
Total number of share options
exercised during the six months ended 30 June 2024 was 552,420 (30
June 2023: 803,368) and the weighted average remaining contractual
life is three months (30 June 2023: one year).
Deferred Share Bonus Awards
Scheme Details and
Movements
Under the PensionBee Omnibus Plan,
Deferred Share Bonus Awards ('DSB Awards') are granted to eligible
employees who are, or were, an employee (including an Executive
Director) of the Group and have been granted a bonus. DSB Awards
are granted in the subsequent financial year following the
determination of the annual bonus outturn. The exercise price of
all DSB Awards is £0.001 per share.
For the two Executive Directors that
were in office as at 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 tranches 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 grant date. DSB Awards granted by way of share
option can be exercised to the extent they have vested. DSB Awards
granted by way of conditional share awards will automatically be
released upon vesting.
1,582,724 DSB Awards were granted
during the six months ended 30 June 2024 (30 June 2023: 626,223).
The weighted average fair value of DSB Awards granted during the
six months ended 30 June 2024 was £0.97 (30 June 2023:
£0.98).
Total number of DSB Awards exercised
during the six months ended 30 June 2024 was 334,206 (30 June 2023:
186,806) and the weighted average remaining contractual life is ten
months (30 June 2023: one year and five months).
Long Term Incentives
Scheme Details and
Movements
Under the PensionBee Omnibus Plan,
Long Term Incentives in the form of 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, and have been granted a bonus. RSP
Awards are granted in the subsequent year following a bonus grant.
The exercise price of all RSP Awards is £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 vesting commencement date.
The fair value of the RSP Awards is
the share price on grant date discounted for restricted selling
period. RSP Awards can be exercised to the extent they have vested
and after a five year holding period. RSP Awards granted by way of
conditional share awards will be released after the five year
holding period.
2,803,728 RSP Awards were granted
during the six months ended 30 June 2024 (30 June 2023: 2,791,756).
The weighted average fair value of RSP Awards granted during the
six months ended 30 June 2024 was £0.93 (30 June 2023:
£0.94).
Total number of RSP Awards exercised
during the six months ended 30 June 2024 was nil (30 June 2023:
nil) and the weighted average remaining contractual life is two
years and five months (30 June 2023: three years and five
months).
Charge/Credit arising from
Share-based Payment
The total charge during the six
months ended 30 June 2024 for the Share-based Payment was
£1,431,000 (30 June 2023: £1,133,000), all of which related to
equity-settled share-based payment transactions.
14. Principal Risks and
Uncertainties
The Board continually reviews the
principal risks and uncertainties facing the Group that could pose
a threat to the delivery of the strategic objectives. The Board
believes that the nature of the principal risks and uncertainties
that may have a material effect on the Group's performance over the
remainder of the financial year remain unchanged from those
presented within the Annual Report and Financial Statements
2023.
15. Related Party Transactions
Related Party - PensionBee Trustees Limited
The following related party
transactions occurred between PensionBee and PensionBee Trustees
Limited:
(i)
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Payment of the PensionBee Trustees
Limited bank fees on a quarterly basis. During the six months to 30
June 2024bank fees amounted to £109,000 (30 June 2023: £73,500).
There was no outstanding balance as at 30 June 2024 (30 June 2023:
£nil).
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(ii)
|
Payment of the PensionBee Trustees
Limited's Data Protection fee on an annual basis. During the six
months to 30 June 2024payments amounted to £35 (30 June 2023: £35).
There was no outstanding balance as at 30 June 2024 (30 June 2023:
£nil).
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Transactions with
Directors
There were no transactions with
Directors during the six months ended 30 June 2024 (30 June 2023:
£nil).
16. Events After the Reporting
Period
There were no events of material
impact to the financial statements that occurred after the
reporting date.
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