REG - PensionBee Group plc - Full Year 2024 Results Announcement
12/03/2025 16:45
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RNS Number : 4328A PensionBee Group plc 12 March 2025
PensionBee Group plc
Incorporated in England and Wales
Registration Number: 13172844
LEI: 2138008663P5FHPGZV74
ISIN: GB00BNDRLN84
12 March 2025
PensionBee Group plc
Full Year Results for the year ended 31 December 2024
A Transformational Year of Great Opportunity and Delivery
Strong performance in 2024, Driven by Successful Strategy Execution
Group achieves Adjusted EBITDA breakeven, supported by UK Adjusted EBITDA
profitability
PensionBee Group plc ('PensionBee' or the 'Company'), a leading online
retirement account provider, today announces its audited full year results for
the year ended 31 December 2024.
Summary(1)
● Assets under Administration increased by 34% year on year to
£5.8bn (2023: £4.4bn), underpinned by strong Net Flows from new and existing
customers, and supportive markets. As a result, Revenue increased by 39% year
on year to £33.2m (2023: £23.8m). Annual Run Rate Revenue increased by 36%
to £38m (2023: £28m).
● PensionBee's customer proposition continued to make retirement
planning for its customers straightforward and enjoyable. The Invested
Customer base increased by 16% year on year to 265,000 (2023: 229,000), driven
by continued brand awareness of 57% (2023: 50%). The Customer Retention Rate
(>95%) remained high and stable (2023: >95%).
● In the UK, our brand awareness grew, we continued to innovate
our product offering and we maintained our industry-leading customer service.
We invested in our ongoing operational scalability, including through the
introduction of AI.
● In the US, we laid the foundations for our long-term growth
through our partnership with State Street and our rapid product launches,
backed by our UK technology stack and deep expertise.
● Adjusted EBITDA breakeven for the Group was achieved for the
full year of 2024 (FY 2024: £0.4m and FY 2023: £(8.2)m)), with an Adjusted
EBITDA Margin of 1% (FY 2023: (35)%). UK Adjusted EBITDA was positive for the
full year of 2024, recording an Adjusted EBITDA Margin of 7%, marking a
significant milestone, delivered in line with guidance.
● Profit/(Loss) before Tax narrowed to £(3.1)m in 2024 as
compared to £(10.7)m in 2023, an improvement of 71%, reflecting progress made
and showcasing the operating leverage in the business model. Correspondingly
Basic Earnings per Share narrowed to (1.38)p (2023: (4.73)p).
Romi Savova, Chief Executive Officer of PensionBee, commented:
"We are pleased to report strong full year results for 2024, reaching
approximately £6 billion in Assets under Administration on behalf of 265,000
Invested Customers. Coinciding with our ten year anniversary since inception,
we launched our US business, taking an important step in creating a global
leader in the consumer retirement market.
In this transformative year, we were pleased to achieve significant Revenue
growth, ending the year with Annual Run Rate Revenue of £38m. We fulfilled
our long-standing ambition of achieving Adjusted EBITDA profitability in the
UK, and also achieved Adjusted EBITDA breakeven for the Group in conjunction
with making a significant investment in our US business.
In the UK, we continued to execute on our growth strategy, optimising our
marketing expenditure while growing our brand awareness, continuing to
innovate our product offering, delivering exceptional customer service, and
investing in automation to drive operational scalability, including through
the introduction of AI.
In the US, we laid the foundations for our long-term growth through our
partnership with State Street. We established our diversified multi-medium
marketing strategy, laid the foundations for rapid product iteration backed by
our UK technology stack and our deep expertise, and launched our native mobile
app in December. Our £20 million capital raise will enable us to accelerate
the growth of our US business in the coming years.
Looking forward to 2025, the opportunities for PensionBee are considerable.
Now able to serve 85% of the global Defined Contributions retirement market,
we remain dedicated to building retirement confidence for our customers across
the UK and the US, to achieve our long-held vision: a world where everyone can
enjoy a happy retirement."
Group Financial Guidance Framework(1)
The Company is pleased to confirm that the guidance relating to 2024 has been
achieved within the guidance framework previously presented at its Capital
Markets Day.
Revenue Objectives:
● PensionBee expected Revenue for the Group to exceed £30m for
the full year 2024
○ Delivered: PensionBee achieved Revenue of £33.2m for the Group.
● Ambition to reach >£100m of Revenue for the Group in the
short to medium term (by year 5), with a longer term (5 to 10 years) ambition
to exceed £250m.
Profitability Objectives:
● PensionBee expected to reach Adjusted EBITDA breakeven for the
Group for the full year 2024.
○ Delivered: PensionBee achieved Adjusted EBITDA breakeven for the
Group of £0.4m.
● Ambition to reach Adjusted EBITDA Margin for the Group of
approximately 20% in the short to medium term (by year 5), with a longer term
(5 to 10 years) ambition to reach c.50%.
Looking Forward to 2025
In the UK, PensionBee has begun increasing its marketing expenditure and,
assuming supportive markets throughout the year, will continue to do so.
PensionBee is introducing further enhancements to its customer experience and
a simplification of its plan range to align with customer segments. Over 2025,
PensionBee will further operationalise its proprietary AI bot, 'Beetrix',
which is currently supporting internal operations.
In the US, PensionBee will continue laying the core foundations for the
offering, establishing brand awareness and customer acquisition capabilities,
automating the sources of net inflows, offering the required products to
absorb net inflows and launching functionality to attract customers at scale.
Group Financial Highlights(1)
As at Year End
Group Metrics (unless otherwise stated) Dec-2022 Dec-2023 Dec-2024 2023-24 YoY
Revenue (£m) 17.7 23.8 33.2 39%
Adjusted EBITDA (£m)(2) (19.5) (8.2) 0.4 n/m
Adjusted EBITDA Margin (% of Revenue) (110)% (35)% 1% +36ppt
Profit/(Loss) before Tax (£m) (22.4) (10.7) (3.1) 71%
Profit/(Loss) before Tax Margin (% of Revenue) (127)% (45)% (9)% +36ppt
Basic Earnings per Share (9.97)p (4.73)p (1.38)p 71%
As at Year End
Dec-2022 Dec-2023 Dec-2024 2023-24 YoY
UK Revenue (£m) 17.7 23.8 33.4 44%
UK Adjusted EBITDA (£m)(3) (19.5) (8.2) 2.4 n/m
UK Adjusted EBITDA Margin (% of Revenue) (110)% (35)% 7% +41ppt
As at Year End
Dec-2022 Dec-2023 Dec-2024 2023-24 YoY
US Revenue (£m) nil nil nil n/m
US Adjusted EBITDA (£m)(4) nil nil (1.9) n/m
US Adjusted EBITDA Margin (% of Revenue) nil nil n/a n/m
Non-Financial Highlights
As at Year End
Group Metrics (unless otherwise stated) Dec-2022 Dec-2023 Dec-2024 2023-24 YoY
AUA (£m) 3,025 4,350 5,841 34%
AUA Retention Rate (% of AUA) 97% 96% 96% stable at >95%
Invested Customers (thousands) 183 229 265 16%
Customer Retention Rate (% of IC) 97% 96% 96% stable at >95%
Cost per Invested Customer (£)(5) 248 241 242 within threshold
Revenue Margin (% of AUA) 0.63% 0.64% 0.64% Stable
As at Year End
Group Metrics (unless otherwise stated) Dec-2022 Dec-2023 Dec-2024 2023-24 YoY
Opening AUA (£m) 2,587 3,025 4,350 44%
Gross Inflows (£m) 1,060 1,174 1,334 14%
Gross Outflows (£m) (197) (318) (459) 45%
Net Inflows (£m) 863 857 876 2%
Market Growth and Other (£m) (424) 468 615 n/m
Closing AUA (£m) 3,025 4,350 5,841 34%
Notes:
1. For definitions, see Operating and Financial Review section and
Measuring our Performance section.
2. Adjusted EBITDA is the Operating Profit/(Loss) for the period
before Taxation, Finance Costs, Finance Income, Depreciation and Amortisation
Expense, Share-based Payments and Expansion Costs.
3. UK Adjusted EBITDA includes Other Income of £1.2m arising from
inter-company transactions with PensionBee US. All inter-company transactions
are calculated on an arm's length basis.
4. US Adjusted EBITDA includes Technology Platform Costs & Other
Operating Expenses of £1.2m arising from inter-company transactions with
PensionBee UK. All inter-company transactions are calculated on an arm's
length basis.
5. Cost per Invested Customer ('CPIC') means the cumulative UK
Advertising and Marketing Expenses incurred since PensionBee commenced trading
up until the relevant point in time divided by the cumulative number of UK
Invested Customers at that point in time. This measure monitors cost
discipline of customer acquisition. PensionBee's desired UK CPIC threshold is
£200-£250. At present, this metric relates only to the UK business. Due to
the early stage of the US business, CPIC is not yet indicative of its
long-term potential.
ppt - A ppt is a percentage point. A percentage point is the unit for the
arithmetic difference of two percentages.
* PensionBee's Key Performance Indicators include an alternative performance
measure ('APM') which is Adjusted EBITDA. APMs are not defined by
International financial Reporting Standards ('IFRS') and should be considered
together with the Group's IFRS measurements of performance. PensionBee
believes this APM assists in providing greater insight into the underlying
performance of PensionBee and enhances comparability of information between
reporting periods.
Analyst, Investor and Press Presentation
A copy of the 2024 Full Year Results announcement and presentation will be
made available post-market close on 12 March 2025 for download at
pensionbee.com/investor-relations. A recording of the presentation will
follow.
Investor Meet Company Presentation
Romi Savova and Christoph J. Martin will also provide a live presentation
relating to the Full Year Results via Investor Meet Company on 12 March 2025
at 5:00pm UK (GMT) / 1.00pm US (EST).
The presentation is open to all existing and potential shareholders.
Investors can sign up to the Investor Meet Company for free and add to meet
PensionBee via:
investormeetcompany.com/pensionbee-group-plc/register.
Investors who already follow the Company on the Investor Meet Company platform
will automatically be invited.
Enquiries
Press
Steven Kennedy
press@pensionbee.com
+44 20 3557 8444
Analysts and Investors
investor@pensionbee.com
About PensionBee
PensionBee is creating a global leader in the consumer retirement market with
£6 billion in assets on behalf of more than 265,000 customers.
Founded in 2014, we aspire to make as many people as possible pension
confident so that everyone can enjoy a happy retirement. We help our customers
to combine their retirement savings into a new online account, which they can
manage from the palm of their hand.
PensionBee accounts are invested by the world's largest investment managers,
collectively looking after more than $10 trillion in savings between them.
Each PensionBee customer has a personal account manager ("BeeKeeper") to guide
them through their savings and retirement journey. PensionBee has an
"Excellent" Trustpilot rating based on 11,500 reviews.
As a public company, we aspire to the highest standards in everything we do
because our customers deserve peace of mind. Our team of approximately 204
professionals, based in London and New York, has one focus: you, our customer.
PensionBee is listed on the London Stock Exchange (LON:PBEE).
Forward Looking Statements
Statements that are not historical facts, including statements about
PensionBee's or management's beliefs and expectations, are forward-looking
statements. The results contain forward-looking statements, which by their
nature involve substantial risks and uncertainties as they relate to events
and depend on circumstances which will occur in the future and actual results
and developments may differ materially from those expressly stated or
otherwise implied by these statements.
These forward-looking statements are statements regarding PensionBee's
intentions, beliefs or current expectations concerning, among other things,
its results of operations, financial condition, prospects, growth, strategies
and the industry and markets within which it operates.
These forward-looking statements relate to the date of these results and
PensionBee does not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after
the date of the results.
This announcement is not the Company's statutory accounts. The statutory
accounts dealing with the financial year 2024 which this announcement purports
to deal with have been delivered to the registrar. An audit report has been
made on the Company's statutory accounts for the financial year 2024 with the
report containing an unmodified opinion.
Chief Executive Officer's Review
"2024 marked a decade of PensionBee and was a year of phenomenal opportunity.
We cemented our position as a pension provider of choice in the United Kingdom
and laid the foundations for substantial additional growth with our entry in
the United States
…we are excited to be creating a global leader in the consumer retirement
market."
Dear fellow shareholder,
2024 marked a decade of PensionBee and was a year of phenomenal opportunity.
We cemented our position as a pension provider of choice in the United Kingdom
('UK') and laid the foundations for substantial additional growth with our
entry in the United States ('US'). With the UK and the US representing over
85% of global Defined Contribution ('DC') pension assets, we are excited to be
creating a global leader in the consumer retirement market.(1)
Cementing our Position in the United Kingdom
In the United Kingdom, 2024 marked a decade since our founding. I distinctly
remember sketching out the vision for a consumer champion in the pension
market over the Christmas break of 2014, a company that would help everyday
savers navigate the complexity of the financial services market and prepare
for a happy retirement. The name 'PensionBee' emerged (a suggestion from my
dad), symbolising the hard work of saving for the future and the combination
of disparate accounts in one place.
And what a journey it has been. From a plan on a piece of paper to national
recognition, PensionBee has achieved brand awareness of 57% in the UK(2),
built through a significant marketing investment of over £64m since
founding.(3) 2024 saw us continue our sponsorship of 'extra time' at the
Premier League's Brentford Football Club. Extra time is exactly what we aspire
to give our customers in the later years of their lives. In honour of our
roots and nature, we also continued our sponsorship of National Geographic. We
continued creating engaging content for our customers and the broader public,
reaching an audience of 258,000 (4) through our Pensions Explained Center and
blog, while hitting a milestone of more than 250,000 downloads(5) of our
Pension Confident Podcast. Building trust and awareness was accompanied by
diligent optimisation of our performance marketing channels, with a particular
emphasis on search. The results of our diversified approach to marketing
expenditure were evident in the growth of our Assets under Administration
('AUA'), which rose by 34% to £5.8bn and the growth of our customers, which
exceeded a quarter of a million.(6)
In many ways 2024 was also a year of preparation for the next 10 years, as we
continued to innovate on our approach to product, technology and customer
service. PensionBee's business model is rooted in efficiency and harnesses the
power of technology to deliver an excellent product and service to our
customers while maintaining cost discipline. Core to our technological
evolution in 2024 has been the adoption of cutting edge technologies to
optimise and accelerate the release of new features that our customers love.
Low-code tools, web-standards based mobile app development and harnessing the
promise of AI, enable us to take advantage of the latest best practices in
software development. Over the coming years, we expect our customers'
experience of PensionBee to be elevated through modernised visual and
functional enhancements that support our industry-leading 4.7★ service
quality and differentiate our offering further.(7)
As we look forward to 2025, our position has been significantly bolstered by
the achievement of UK Adjusted EBITDA profitability, in line with the guidance
we gave at the time of our IPO. We have always been transparent about our
growth ambition in our home market and we intend to deploy surplus cash
generated in the UK towards our marketing expenditure to further grow our
customer base. This year saw the UK business significantly optimise its
marketing budget, delivering a 2% year-on-year increase in Net Flows with a 6%
reduction in overall marketing expenditure, highlighting the efficiency and
impact of our marketing investments. This represents a very efficient base
from which to increase our marketing expenditure over the coming years, with a
view to growing our UK business to reach one million customers over the
long-term.
Our Entry into the United States, the World's Largest Market
When considering the next ten years, there is much to be said about our
expansion to the US, the world's largest Defined Contribution 'DC' pension
market with over £22tr in assets.(8)In 2024, we entered the US market in
collaboration with our long-standing partner and one of the world's largest
money managers, State Street Global Advisors ('State Street'). Despite its
size, the US market faces significant challenges in retirement confidence,
particularly among mass-market consumers who are vastly underserved. Similar
to the UK, Americans frequently change jobs, with the average person expected
to hold 12 jobs over their lifetime.(9) This frequent job switching dynamic,
coupled with low workplace saving enrollment, has led to a growing issue of
proliferating dormant retirement accounts. In the 2010s, dormant savings
accounted for 22% of all workplace accounts; today, this figure has risen to
32%, representing 30m dormant workplace accounts.(10) Simultaneously,
Individual Retirement Account ('IRA')(11) penetration remains limited, with
only a third of households holding traditional IRAs; and these accounts are
predominantly held by older, wealthier and married individuals.(12)
Individuals with less wealth often feel less confident in selecting and
managing investments(13), which is why it's no surprise that six out of ten
Americans wish they could simply press an 'easy button' to delegate their
retirement planning to someone else.(14)
Our US customer proposition offers the antidote: a straightforward way to
consolidate old retirement accounts into a new IRA, helping customers prepare
for a happy retirement. Using our unique technological architecture and
in-house expertise gained over the last decade, we were able to efficiently
lay the foundations for our future US growth. Over the course of 2024, we
finalised our commercial arrangement with State Street, registered as an
investment adviser with the Securities and Exchange Commission, released a
functioning platform and onboarded our very first customers. The year
culminated in the release of our native mobile application in the Google Play
and Apple App stores in December.
We have also laid the foundations for our multichannel, diversified marketing
approach in the US. We have activated our core channels, including search,
social media, mobile app campaigns, email nurturing and public relations. The
results are promising. The costs to attract new consumers and navigate them
through our sign up journey are relatively low and over time can likely be
optimised further. Indeed, we believe that in a market of 64m active
retirement savers,(15) the marketing opportunities are enormous. Whilst we are
moving with speed in the US, we remain focused on our long term vision. We are
steadily building our brand name in the US, recognising from past experience,
the long-term returns of creating awareness among mass market consumers.
2025: the Year of Capitalising on Opportunity and Growth
We were delighted when our shareholders supported our plans to invest in and
accelerate the development of our US venture through a £20m fundraise in
October 2024. To achieve our long-term ambitions, our focus on market
adaptation in 2025 will be relentless. Enhancing our product offering through
US-customised features, such as provider-specific transfer journeys, Roth
Individual Retirement Accounts and tax-programmed calculators will unlock
further potential among US consumers and enable us to accelerate our marketing
expenditure and further customer acquisition opportunities, such as our Safe
Harbor Individual Retirement Account.(16) By offering a consumer-oriented
solution to employers seeking a new home for former employees' accounts,
PensionBee can acquire a significant amount of new customers with relatively
smaller accounts and offer them the opportunity to consolidate additional
accounts into their new IRA while making tax-advantaged contributions.
In the UK, the need for customers to save for retirement through an efficient
and scalable platform has never been greater and the opportunity for
PensionBee remains vast. We have evolved from the disruptor in our home market
to our current position as a recognised pension provider of choice for many in
the UK. This transformation reflects our commitment to delivering accessible
and effective pension solutions to the mass market. With the significant
milestone of UK Adjusted EBITDA profitability reached,(17) we look forward to
continuing to build on this position of strength. The competitive moat that we
have developed over the last decade around our scalable technology platform,
our innovative product offering, our excellent customer service and our
purpose-built investment solutions that reflect customers' needs, remains
robust. The strength of our marketing capability together with an increased
marketing budget, should see us continue to acquire customers efficiently and
capture increasing market share, as we prepare for the 1 million customer mark
over the long-term.
Overall, as we look forward to 2025, it seems the opportunities for PensionBee
are considerable. Our fantastic team is energised and motivated to achieve
PensionBee's long-held vision: a world where everyone can enjoy a happy
retirement. Onwards we continue!
Romi Savova
Chief Executive Officer
12 March 2025
Notes:
1. Sources: ICI Releases Quarterly Retirement Market Data Third
Quarter 2024. Global Pension Assets Study 2025, Willis Towers Watson. Total
global pensions market estimated for 2023. PensionBee calculations of the UK
DC Market based on, Master Trust League Table 2024, PPI Asset Allocation
Report and historic growth levels from ONS statistics and PensionBee's market
calculations in the 2023 Annual Report (Overall UK DC market of £1.5tn is
aligned with the FCA's latest figure).
2. PensionBee prompted brand awareness tracker, January 2025. Prompted
brand awareness measured through a consumer survey asking 'Which of the
following have you heard of?' with respect to UK financial services brands:
Aviva 85%, Scottish Widows 75% Standard Life 68%, PensionBee 57%, Hargreaves
Lansdown 50%, Vanguard 44%, AJ Bell 43%, Nutmeg 40%, Interactive Investor 18%.
3. £64m of cumulative UK marketing expenditure since inception.
4. 257,567 unique visits to our Pensions Explained Centre and Blogs,
recorded from our Looker analytics platform on 31 December 2024.
5. 250,829 downloads of our Pension Confident Podcast recorded from
Libsyn and Youtube on 31st December 2024.
6. See definitions in the Measuring our Performance section.
7. Trustpilot score of 4.7★ out of 5 (based on 11,486 reviews)
recorded as at 7 January 2025.
8. US DC Market Data: ICI Releases Quarterly Retirement Market Data
Third Quarter 2024. Exchange rate of 1 USD = 0.799 GBP applied, as of 31
December 2024.
9. Source: 2020 report from the US Bureau of Labor Statistics.
10. US data based on PensionBee calculations using data from 'Private
Pension Plan Bulletin' September 2023, Version 1.0, United States Department
of Labor.
11. An individual retirement account ('IRA') is a tax-advantaged
retirement savings account into which an individual can contribute either pre-
or post-tax money and which grows on either a tax-deferred or tax-free basis.
12. 'The Role of IRAs in US Households' Saving for Retirement, 2023.
13. Economic Well-Being of US Households in 2023, Board Of Governors Of
The Federal Reserve System.
14. 2024 Defined Contribution Plan Participant Survey Findings, JP
Morgan.
15. Source: US data based on PensionBee calculations using data from
'Private Pension Plan Bulletin' September 2023, Version 1.0, United States
Department of Labor.
16. A Roth Individual Retirement Account ('Roth IRA') is a retirement
savings account that allows an individual to contribute post-tax money, and
then withdraw money tax-free after certain conditions are met. A Safe Harbor
Individual Retirement Account is a specialised IRA, established when a
qualified retirement savings plan elects to 'force out' small-balance
participants (<$7,000) after they have left employment.
17. See definitions in the Measuring our Performance section.
Operating and Financial Review(1)
Successful execution of our strategy, together with strong growth and business
scalability, resulted in the delivery of a key milestone this year: Adjusted
EBITDA breakeven for the Group, supported by Adjusted EBITDA profitability in
the UK
PensionBee is a predictable and scalable business, evident in the compounding
nature of our Assets under Administration ('AUA'), predictable and recurring
Revenue, and Adjusted EBITDA Margin improvement achieved through our scalable
cost base(2).
Trading in 2024 was strong and in line with guidance, with significant growth
achieved across our key performance indicators ('KPIs'), leading to the
achievement of one of our long standing core financial objectives: Adjusted
EBITDA profitability in our UK business for the full year. In addition to
this, whilst making a significant investment in our new US business, we
achieved Adjusted EBITDA breakeven at a Group level. This important
profitability milestone was delivered through growth in new Invested
Customers, strong net inflows from both new and existing customers, the
scalability of our technology platform, and our unwavering focus on cost
discipline.
We are proud to have achieved another year of strong growth, with AUA reaching
£5.8bn, an increase of 34% from £4.4bn in 2023. This growth highlights the
success of our strategic focus in 2024 on acquiring customers with higher
account balances while still expanding our overall customer base. As a result,
the number of Invested Customers ('IC') grew by 16% to 265,000 (2023:
229,000). Moreover, this success was amplified by a supportive market
environment.
This transformative year reflects a decade of consistent progress, combining
strong Revenue growth with business scalability, resulting in the delivery of
our Adjusted EBITDA profitability milestone for our UK business for the full
year. Revenue for 2024 increased by 39% to £33.2m (2023: £23.8m), driven by
robust Net Flows of £876m (2023: £857m). This Revenue growth was delivered
whilst holding the cost base(3) flat in the UK at £32.0m (2023: £32.0m),
enabling the Group to reach Adjusted EBITDA breakeven of £0.4m (2023:
£(8.2)m). Profit/(Loss) before Taxation for 2024 narrowed to £(3.1)m (2023:
£(10.7)m). These accomplishments position us well for continued success and
growth as we deliver on our mission to build pension confidence and to make
retirement simple and accessible for everyone.
Driving Customer Growth through Investment in Brand Awareness and Data-Driven
Acquisition
As at Year End
Dec-2024 Dec-2023 YoY
Advertising and Marketing Expenses (£m) (9.9) (9.7) 2%
Of which UK Advertising and Marketing Expenses (£m) (9.1) (9.7) (6)%
Of which US Advertising and Marketing Expenses (£m) (0.8) nil n/a
Other Income: Marketing Reimbursement (£m)(4) 0.8 nil n/a
Net Advertising and Marketing Expense (£m) (9.1) (9.7) (6)%
Cost per Invested Customer (£)(5) 242 241 Within threshold
Invested Customers (thousands) 265 229 16%
PensionBee has an efficient marketing growth strategy that leverages our
strong brand and utilises a data-driven customer acquisition approach. In
2024, we drove a strong return on our marketing investment in the UK, while
making a longer-term investment in the US to build a solid foundation for
expansion in 2025 and beyond.
In the UK, we continued to optimise the power of our in-house Data Platform to
drive impactful, data-led marketing strategies that delivered efficient
customer acquisition while optimising spend. The Data Platform's capabilities
have been instrumental in guiding our multi-channel approach, enhancing our
ability to allocate resources effectively. We have scaled cost-efficient
channels, including social media platforms. Educational initiatives deployed
through our successful 'Pension Confident Podcast' in the UK, YouTube shorts
and Tik Tok clips have helped us to reach millions of consumers. Our Data
Platform's sophisticated analytics, combined with a rich data repository
encompassing a decade of pension trends and customer behavior, enables us to
optimise our customer acquisition strategies and deliver strong returns. In
the UK, Cost per Invested Customer ('CPIC') remained steady at £242 (2023:
£241), and we achieved a corresponding 2% year-on-year increase in Net
Flows despite a 6% reduction in UK marketing expenditure, highlighting the
efficiency of our marketing spend and the impact of our historical cumulative
investment of £64m in the UK.
In addition to our data-driven acquisition capabilities, we have continued to
invest in our brand-building efforts, underpinned by the success of
high-impact brand partnerships and other activities, such as press and
customer advocacy, TV and radio. These initiatives have collectively supported
making PensionBee a household name in the UK, with brand awareness reaching
57% (2023: 50%).(6)
On 18 July 2024, PensionBee announced the launch of its US business, entering
into a strategic partnership with its long-standing money manager provider and
trusted partner, State Street Global Advisors ('State Street'). Our approach
in the US has been to make long-term investments to effectively translate and
adapt the product and brand, ensuring a successful introduction and adaptation
to the US market. With 70% of our marketing channels operating internationally
and our deep in-house expertise, we are well-positioned to launch successful
marketing campaigns in the US and reach millions of prospective customers. We
have focused our early efforts in the US on establishing channels such as
organic and paid search, organic and paid social, PR and brand advertising,
with the calibration of these channels underway. Channels are demonstrating a
positive early consumer response. Marketing support for the US business in
2024 was a total of £0.8m (2023: £nil). This entire amount was fully
reimbursed by our partner, State Street. They will continue to provide
meaningful marketing support to PensionBee as it uses its data-led,
multi-channel customer acquisition approach to attract new customers. Under
the terms of the agreement with State Street, the annual amount of the
marketing support is variable, based on the achievement of certain net new
asset thresholds. For example, in 2025 the marketing spend is expected to be
approximately $5m. Marketing support is expected to continue for 5-7 years.
By employing a strong, data-driven approach and our reputable brand, we have
successfully expanded our Invested Customer base by 16% to 265,000 by the end
of the year (2023: 229,000), whilst applying cost discipline to marketing
expenditure. Across the Group, the Net Advertising and Marketing Expense
totalled £9.1m (2023: £9.7m), which excluded the £0.8m that was reimbursed
through our US partnership with State Street. This efficiency is key to our
strategy of delivering sustainable growth. As we continue to scale, we are
well-positioned to replicate our success in the US market, driving growth and
further strengthening the PensionBee brand globally.
Strong Asset Growth Momentum driven by High Retention Rates and Cost
Disciplined Acquisition
As at Year End
Dec-2024 Dec-2023 YoY
Customer Retention Rate (% of IC)(7) 96% 96% Stable at >95%
AUA Retention Rate (% of AUA)(8) 96% 96% Stable at >95%
Opening AUA (£m) 4,350 3,025 44%
Gross Inflows (£m) 1,334 1,174 14%
Gross Outflows (£m) (459) (318) 45%
Net Flows (£m)(9) 876 857 2%
Market Growth/(Contraction) and Other (£m) 615 468 n/m
Closing AUA (£m) 5,841 4,350 34%
Net Flows (£m) 876 857 2%
Of which Net Flows from New Customers (£m) 709 729 (3)%
Of which Net Flows from Existing Customers (£m) 167 127 31%
PensionBee is a business with a high degree of predictability (assuming stable
capital markets) owing to our efficient customer acquisition approach, and
consistently high Customer Retention Rate and AUA Retention Rate, which
support our growing AUA base.
In 2024, we achieved 34% year-on-year growth in our AUA base, increasing it to
£5.8bn (2023: £4.4bn), marking another strong year of growth. Our success
was driven by strong customer acquisition efforts, supported by our data-led
marketing approach and a commitment to becoming the pension provider of choice
for our customers. Our product continues to empower customers with innovative
tools, features and content that build trust and help them feel more 'Pension
Confident' as they plan for retirement.
During the year, we acquired 36,000 Invested Customers (2023: 46,000),
generating £709m in Net Flows from New Customers (2023: £729m). Our
strategic focus on profitability meant a focus on acquiring customers with
higher account balances, thereby generating a higher return on our marketing
investment. This strategy has proven successful, as customers came onto our
platform with higher pension balances, translating into the Net Flows from New
Customers increasing from an average of £16,000 per customer in 2023 to
£20,000 in 2024. These results, within our UK business, were delivered owing
to our robust brand awareness and the enhanced capabilities of our in-house
Data Platform, enabling us to focus on customers with higher account balances.
This strategy was successfully executed against a reduced marketing
expenditure (6% lower in 2024 than in the previous year), demonstrating our
focus on sustainable, cost-effective growth.
Our existing customers have continued to place their trust in us by selecting
PensionBee as their primary pension provider, as they transferred more
pensions and made regular contributions into their retirement savings
accounts. Growth from existing customers accounted for £167m of AUA in 2024
(2023: £127m). Our commitment to ongoing product development, which plays a
key role in customer engagement, and the continuous adaptation of our
technology platform to cater for individual customer requirements, have
significantly contributed to this growth. Our app is designed to simplify
pension management, providing a comprehensive content experience that guides
customers in making informed decisions about their retirement planning, such
as determining optimal contribution amounts. We provide customers with a
tailored journey across multiple channels, including email, push
notifications, in-app messages and SMS. This multi-channel approach
effectively stimulates contributions and consolidation behaviour, making it
easier for customers to add to their balances and remain satisfied with an
engaging service. This translates to higher retention rates and higher
customer satisfaction. Since inception, we have consistently maintained high
Customer Retention and AUA Retention Rates of over 95%, a trend that has
remained throughout 2024.
As is customary in the industry, the majority of our customers' retirement
savings are invested in global equity capital markets, meaning AUA movements
are linked to market performance. Given that global equity markets prospered
this year, we saw positive Market Growth contribute £615m to the overall AUA
growth (2023: £468m), further supporting our strong performance.
Net Flows by Customer Cohorts (£m)
Resilient Revenue Margin drove an Overwhelming Majority of Recurring Revenue
As at Year End
Dec-2024 Dec-2023 YoY
Revenue Margin (% of AUA)(10) 0.64% 0.64% +0bp
Revenue (£m) 33.2 23.8 39%
PensionBee maintains high quality Revenue owing to our resilient Revenue
Margin that converts compounding AUA into predictable and recurring Revenue.
Since the vast majority of our Revenue is derived from annual management fees
charged as a percentage of AUA, the high retention of Invested Customers and
AUA makes the overwhelming majority of our Revenue recurring and predictable
in nature. Revenue is also inclusive of revenue generated from other
activities, including our partnership in the UK with intermediaries such as
Lifesearch, as well as ad-hoc income, although this currently represents an
immaterial portion of our overall Revenue.
In 2024, we delivered 34% year-on-year growth in AUA (2023: 44%). This
translated into 39% year-on-year growth in Revenue, which reached £33.2m
(2023: £23.8m), underpinned by our resilient Revenue Margin (the annual
management fee charged to our customers after discounts) of 0.64% (2023:
0.64%).
Efficient Investment in our Industry Leading Technology Platform, People and
Product
As at Year End
Dec-2024 Dec-2023 YoY
Money Manager Costs (£m) (4.3) (3.2) 33%
Employee Benefits Expense (12.6) (12.3) 3%
(excluding Share-based Payments) (£m)
Other Operating Expenses (£m) (6.7) (6.8) (1)%
Technology Platform Costs & Other Operating Expenses (£m) (19.3) (19.1) 1%
PensionBee is a highly scalable business as demonstrated by its increasingly
improving Adjusted EBITDA Margin profile.(11)
Our Money Managers
Money Manager Costs increased to £(4.3)m in 2024 (2023: £(3.2)m),
demonstrating a lower rate of change than the increase in Revenue, due to the
maintenance of competitive institutional rates on our investment solutions.
Our People
We continued to invest in automation and therefore our workforce remained
relatively stable with approximately 204 employees in 2024 (2023: 206)(12),
while the associated Employee Benefits Expense increased to £(12.6)m for 2024
(2023: £(12.3)m. This reflects our commitment to advancing the capabilities
of our team and supporting employees during a high-inflation environment,
while streamlining people costs through our technology platform's scalability
and efficiency.
In the UK, we focused on refining specialised roles within customer service
and other key areas, such as marketing and technology. By leveraging
automation and integrated systems, our customer service team maintained high
levels of efficiency while continuing to deliver exceptional support as
evidenced by our rapid response rates and an 'Excellent' Trustpilot score.
People development in the Technology team has further driven innovation,
reinforcing the scalability of our platform and strengthening our ability to
meet evolving customer needs.
In the US, we operated with a small but focused team in 2024. Our hiring
approach prioritised operational roles to support the launch and growth in
this new market, while drawing on our UK Technology team and other global
resources to ensure alignment and efficiency. This strategy allowed us to
remain flexible while leveraging the expertise of our established teams to
accelerate development and adapt the product to the US market.
Overall, this streamlined and balanced approach to staffing has enabled us to
scale our operations effectively while supporting employees across both
markets. By combining automation with targeted hiring and fostering a
collaborative global team, we continue to make retirement simple and
accessible for everyone.
Our Scalable Technology Platform
In 2024, we continued to strengthen and grow our technology platform, building
on ten years of experience in solving the challenges of combining retirement
savings. Our technology platform's advanced features, such as custom
connections with pension providers and a deep understanding of transfer
processes, gives us a strong and scalable foundation.
In the US, this has included tailoring product features to support rollovers
from 401(k)s, broadening our terminology and adapting our visual brand
identity to resonate with our US consumer market. This has allowed PensionBee
to improve cost efficiency and scalability, as highlighted by the achievement
of a year-on-year decrease in Technology Platform Costs & Other Operating
Expenses as a percentage of Revenue from (80)% in 2023 to (58)% in 2024. This
improvement was primarily driven by Revenue growth, while maintaining a stable
cost base(13) at £32.8m (2023: £32.0m) and Other Operating Expenses
decreasing to £(6.7)m (2023: £(6.8)m).
Continuing on this trajectory of improving cost efficiency is central to
driving long-term operating leverage. One of the ways we measure productivity
is through the Invested Customers per Staff Member metric, which saw an
improvement of 20% year-on-year, from 1,112 in 2023 to 1,333 in 2024. Our
ongoing focus on automation, integration and data security has not only helped
us lower costs, but has set the stage for long-term growth. These efforts
played a key role in achieving Adjusted EBITDA profitability for the Group in
2024, placing us in a strong position for success in 2025 and beyond.
Profitability Metrics
As at Year End
Dec-2024 Dec-2023 YoY
UK Adjusted EBITDA (£m)(14) 2.4 (8.2) n/m
UK Adjusted EBITDA Margin (% of UK Revenue) 7% (35)% +41ppt
US Adjusted EBITDA (£m)(15) (1.9) nil n/a
US Adjusted EBITDA Margin (% of US Revenue) n/a n/a n/a
Adjusted EBITDA (£m) 0.4 (8.2) n/m
Adjusted EBITDA Margin (% of Revenue) 1% (35)% +36ppt
Profit/(Loss) before Tax (£m) (3.1) (10.7) 71%
In 2024, consistent with our IPO public market guidance, we achieved Adjusted
EBITDA profitability in the UK, a significant milestone for the business. We
also reached Adjusted EBITDA breakeven at a Group level for the full year, in
line with the Guidance Framework introduced at our Capital Markets Day in
October 2024. This transformative year was driven by effective deployment of
our discretionary marketing budget, continued cost discipline, and operating
leverage from our scalable technology platform.
United Kingdom
For the UK business(16) we achieved our long standing objective of full year
profitability, by delivering Adjusted EBITDA of £2.4m(17) (2023: £(8.2)m).
The results highlight the inherent resilience and scalability of our business
model, together with the ability of our team to continue to execute
successfully on our strategy. The well-established efficient customer
acquisition approach, our brand awareness across the UK market, together with
efficiencies gained through automation and targeted investment have
contributed to this success.
United States
The US business(18) is currently in its investment phase, building out
capabilities to capitalise on the US market opportunity. The US reported
Adjusted EBITDA of £(1.9)m(19) (2023: £nil). The results demonstrate
disciplined financial management, leveraging the expertise and scalable
technology developed in the UK.
Group
On a consolidated basis, the Group achieved Adjusted EBITDA of £0.4m (2023:
£(8.2)m), marking a pivotal achievement in our journey. The 2024 full year
Adjusted EBITDA Margin improved from (35)% in 2023 to 1% in 2024. Adjusted
EBITDA captures Advertising and Marketing Expenses but excludes the
Share-based Payments and Expansion Costs.
This milestone underscores the strength of our financial model, driven by a
scalable technology platform and disciplined cost management. As we continue
to grow and expand, our focus remains on delivering profitability while
advancing our mission to help build pension confidence and make retirement
simple and accessible for everyone.
As at Year End
Dec-2024 Dec-2023 YoY
Adjusted EBITDA (£m) 0.4 (8.2) n/m
Depreciation and Amortisation Expense (£m) (0.3) (0.3) n/m
Share-based Payments (£m) (3.2) (2.2) 44%
Expansion Costs (£m) (0.2) - 100%
Profit/(Loss) before Tax (£m) (3.1) (10.7) 71%
Taxation (£m) nil 0.1 n/m
Basic Earnings per Share (1.38)p (4.73)p 71%
Depreciation and Amortisation Expense remained flat year-on-year at £(0.3)m
(2023: £(0.3)m).
Share-based Payments increased during the period to £(3.2)m (2023: £(2.2)m).
Expansion Costs related solely to PensionBee's entry into the US market,
totalling £(0.2)m (2023: £nil).
Profit/(Loss) before Tax narrowed to £(3.1)m for 2024 from £(10.7)m in 2023,
reflecting our progress and showcasing the operating leverage in our model as
we continue to grow.
Taxation included enhanced tax credits in relation to routine Research and
Development refunds. No deferred tax asset was recognised with respect to the
carried forward losses.
Basic Earnings per Share ('EPS') was (1.38)p for 2024 (2023: (4.73)p).
Financial Position
The Group's balance sheet remains strong. As of 31 December 2024, following
the Company's capital raise, the balance of Cash and Cash Equivalents was
£35.0m (2023: £12.2m) and the Group had no borrowings.
In October 2024, PensionBee conducted a non-pre-emptive cash placing to raise
approximately £20m of primary capital from new and existing institutional
investors, by issuing new ordinary shares. The funds will be used to
accelerate the Company's growth in the US market: enhancing marketing efforts,
developing adapted product features and exploring employer opportunities for
account transfers. PensionBee Group plc issued 10,810,811 new ordinary shares
representing approximately 4.8% of its current share capital, at a price of
185 pence per share.
Regulatory Capital and Financial Resources
PensionBee Limited, a subsidiary of the Company, is authorised and regulated
by the Financial Conduct Authority ('FCA') and therefore adheres to capital
requirements set by the FCA. As of December 2024, the capital resources stood
at £14.2m (unaudited) as compared to a capital resource requirement of £1.8m
(unaudited), resulting in coverage of 7.9x. We have maintained a healthy
surplus over our regulatory capital requirement throughout the year and
continue to manage our financial resources prudently.
PensionBee Inc. is registered with the U.S. Securities and Exchange Commission
('SEC') and is not subject to any capital resource requirements.
Summary Financial Highlights*
As at Year End
Dec-2024 Dec-2023 YoY
Revenue (£m) 33.2 23.8 39%
Money Manager Costs (£m)(20) (4.3) (3.2) 33%
Technology Platform Costs & (19.3) (19.1) 1%
Other Operating Expenses (£m)(21)
Net Advertising and Marketing Expense (£m) (9.1) (9.7) (6)%
Adjusted EBITDA (£m)** 0.4 (8.2) n/m
Adjusted EBITDA Margin (% of Revenue) 1% (35)% +36 ppt
Depreciation and Amortisation Expense (£m) (0.3) (0.3) n/m
Share-based Payments (£m) (3.2) (2.2) 44%
Expansion Cost (£m) (0.2) - 100%
Profit/(Loss) before Tax (£m) (3.1) (10.7) 71%
Basic Earnings per Share (1.38)p (4.73)p 71%
* See definitions in the Measuring our Performance section.
** PensionBee's Key Performance Indicators include an alternative performance
measure ('APM'), which is Adjusted EBITDA. APMs are not defined by
International Financial Reporting Standards ('IFRS') and should be considered
together with the Group's IFRS measurements of performance. PensionBee
believes this APM assists in providing additional insight into the underlying
performance of PensionBee and aids comparability of information between
reporting periods. A reconciliation to the nearest IFRS number is provided in
Note 28 of the Financial Statements 'Alternative Performance Measure'.
Notes:
1. See the Measuring our Performance section.
2. Cost base is defined as Operating Costs less Share-based Payments,
Depreciation and Amortisation Expense and Expansion Costs.
3. Cost base is defined as Operating Costs less Share-based Payments,
Depreciation and Amortisation Expense and Expansion Costs.
4. Other Income refers to reimbursements from State Street for US
Advertising and Marketing Expenses.
5. Cost per Invested Customer ('CPIC') means the cumulative UK
Advertising and Marketing Expenses incurred since PensionBee commenced trading
up until the relevant point in time divided by the cumulative number of UK
Invested Customers at that point in time. This measure monitors cost
discipline of customer acquisition. PensionBee's desired UK CPIC threshold is
£200-£250. At present, this metric relates only to the UK business. Due to
the early stage of the US business, CPIC is not yet indicative of its
long-term potential.
6. PensionBee prompted brand awareness tracker, January 2025. Prompted
brand awareness measured through a consumer survey asking 'Which of the
following have you heard of?' with respect to UK financial services brands:
Aviva 85%, Scottish Widows 75% Standard Life 68%, PensionBee 57%, Hargreaves
Lansdown 50%, Vanguard 44%, AJ Bell 43%, Nutmeg 40%, Interactive Investor 18%.
7. See the Measuring our Performance section.
8. See the Measuring our Performance section.
9. See the Measuring our Performance section.
10. See the Measuring our Performance section.
11. See the Measuring our Performance section.
12. As of 31 December 2024. The total workforce of 204 includes 191 UK
employees, 6 overseas contractors and 7 US employees.
13. Cost base is defined as Operating Costs less Share-based Payments,
Depreciation and Amortisation Expense and Expansion Costs.
14. UK Adjusted EBITDA includes Other Income of £1.2m arising from
inter-company transactions with PensionBee US. All inter-company transactions
are calculated on an arm's length basis.
15. US Adjusted EBITDA includes Technology Platform Costs & Other
Operating Expenses of £1.2m arising from inter-company transactions with
PensionBee UK. All inter-company transactions are calculated on an arm's
length basis.
16. PensionBee UK consists of PensionBee Limited and PensionBee Group
plc parent company costs and PensionBee Trustees Limited (the subsidiary is
non-operational).
17. See the Measuring our Performance section.
18. PensionBee US consists of PensionBee Inc.
19. See the Measuring our Performance section.
20. Money Manager Costs are variable costs paid to PensionBee's money
managers.
21. Technology Platform Costs & Other Operating Expenses comprises
Employee Benefits Expense (excluding Share-based Payments) and Other Operating
Expenses.
Measuring our Performance
When considering the overall performance of PensionBee, we use a range of key
performance indicators ('KPI's) to monitor and assess our progress against our
strategy.
Financial Performance Measures
Revenue 2024: £33.2m 39% Revenue means the income generated from the asset base of PensionBee's
customers, essentially annual management fees charged on the AUA, together
2023: £23.8m with a minor revenue contribution from other services.
Adjusted EBITDA* 2024: £0.4m n/m Adjusted EBITDA is the Operating Profit/(Loss) for the year before Taxation,
Finance Costs, Finance Income, Depreciation and Amortisation Expense,
2023: £(8.2)m Share-based Payments and Expansion Costs. This measure is a proxy for
operating cash flow.
Adjusted EBITDA Margin 2024: 1% +36 ppt(1) Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of Revenue for
the relevant year.
2023: (35)%
Profit/(Loss) before 2024: £(3.1)m 71% Profit/(Loss) before Tax is a measure that looks at PensionBee's profit or
Tax ('PBT')
losses for the year before it has paid corporate income tax.
2023: £(10.7)m
Basic Earnings per Share ('EPS') 2024: (1.38)p 71% Basic Earnings per Share is calculated by dividing the profit or loss
attributable to ordinary equity holders of the Group by the weighted average
2023: (4.73)p number of ordinary shares in issue during the period.
Net Cash Flow 2024: £22.8m n/m Net Cash Flow is the sum of cash generated by operations, investments and
financing activities, less cash used in operations, investments and financing
2023: £(9.1)m activities.
* PensionBee's Key Performance Indicators include an alternative performance
measure ('APM'), which is Adjusted EBITDA. APMs are not defined by
International Financial Reporting Standards ('IFRS') and should be considered
together with the Group's IFRS measurements of performance. PensionBee
believes this APM assists in providing additional insight into the underlying
performance of PensionBee and aids comparability of information between
reporting periods. A reconciliation to the nearest IFRS number is provided in
Note 28 of the Financial Statements 'Alternative Performance Measures'.
Non-Financial Performance Measures
Assets under Administration ('AUA') 2024: £5.8bn 34% Assets under Administration is the total invested value of pension assets
within PensionBee's Invested Customers' pensions. It measures the new inflows
2023: £4.4bn less the outflows and records a change in the market value of the assets. This
KPI has been selected because AUA is a measurement of the growth of the
business and is the primary driver of Revenue.
AUA Retention Rate 2024: 96% Stable at >95% AUA Retention measures the percentage of retained PensionBee AUA from
(% of AUA)
transfers out over the average of the year. High AUA retention provides more
2023: 96% certainty of future Revenue. This measure can also be used to monitor customer
satisfaction.
Net Flows 2024: £876m 2% Net Flows measures the cumulative inflow of PensionBee AUA from consolidation
and contribution ('Gross Inflows'), less the outflows from withdrawals and
2023: £857m transfers out ('Gross Outflows') over the relevant period.
Invested Customers 2024: 265k 16% Invested Customers is defined as an individual who has transferred pension
assets or made a contribution to one of PensionBee investment plans and has an
('IC') 2023: 229k active balance.
Cost per Invested Customer ('CPIC') 2024: £242 Within threshold Cost per Invested Customer means the cumulative advertising and marketing
costs incurred since PensionBee commenced operations up until the relevant
2023: £241 point in time divided by the cumulative number of Invested Customers at that
point in time. This measure monitors cost discipline of customer acquisition.
PensionBee's desired CPIC threshold is £200-£250.
At present, this metric relates only to the UK business. Due to the early
stage of the US business, CPIC is not yet indicative of its long-term
potential.
Customer Retention Rate (% of IC) 2024: 96% Stable at >95% Customer Retention Rate measures the percentage of retained PensionBee
Invested Customers over the average of the year. High customer retention
2023: 96% provides more certainty of future Revenue. This measure can also be used to
monitor customer satisfaction.
Revenue Margin 2024: 0.64% +0bp Revenue Margin expresses the recurring Revenue over the average quarterly AUA
held in PensionBee's investment plans over the period.
(% of AUA) 2023: 0.64%
Notes:
1. A ppt is a percentage point. A percentage point is the unit for the
arithmetic difference of two percentages.
Principal Risks and Uncertainties
Principal Risks
We have identified six top-level risks which could potentially have a material
adverse impact on the Company's business or long-term performance, and if not
appropriately mitigated they could result in unfavourable public perceptions
of the Company's business prospects and cause significant reputational damage.
These risks could arise from internal or external events, acts or omissions.
The risks summarised below do not purport to be exhaustive, as there may be
additional risks that the Company has not yet identified or has deemed to be
immaterial.
Regulatory Risk
Our business is subject to risks relating to changes in government policy and
applicable regulations. Whilst we have historically been beneficiaries of
favourable regulatory changes, any regulatory changes which are negative for
our business could have a material adverse effect on our business prospects.
PensionBee's operations are subject to regulation from the Financial Conduct
Authority ('FCA') and relevant rules and guidance from HMRC and the
Information Commissioner's Office ('ICO') in the UK. In the US, PensionBee
Inc. is subject to regulation from the Securities and Exchange Commission
('SEC'). PensionBee Inc. also adheres to relevant Financial Industry
Regulatory Authority ('FINRA') guidance and Department of Labor ('DOL') rules.
PensionBee may fail, or be held to have failed, to comply with regulations.
Such regulations and approvals may change, making compliance more onerous and
costly. If the regulators concluded that PensionBee had breached applicable
regulations, this could result in a public reprimand, fines, customer redress
or other regulatory sanctions.
In addition, we may be subject to complaints or claims from customers and
third parties in the normal course of business. If a large number of
complaints, or complaints resulting in substantial customer and third party
related losses, were upheld against PensionBee, it could have a material
adverse effect on our business and financial condition.
Information Security Risk
PensionBee faces various risks related to the confidentiality, availability
and integrity of our IT systems.
We are required to handle confidential and personal data in compliance with
strict data protection and privacy laws in the UK and US, including the Data
Protection Act, GDPR, US state-specific data privacy and data protection
requirements and applicable safeguarding regulations. The loss or misuse of
data could result in a material loss of business, financial losses, regulatory
enforcement actions and significant harm to our reputation. If our information
security policies, procedures and processes relating to personal data are not
fully implemented and adhered to by our employees, or if any of our third
party service providers fail to manage data in a compliant manner, we could
face financial sanctions and reputational damage.
Furthermore, our operations are susceptible to cyber crime and loss or theft
of data. Failure to prevent such actions, including circumvention of our
information security policies, procedures and processes, could result in
financial losses, business interruption and unauthorised access or disclosure
of personal data.
There is also a risk of ineffective controls, or control failures, that are in
place to ensure our technology architecture is fit for purpose, including the
infrastructure required to support applications, networking, hardware and
software, resulting in our inability to meet the standards required to deliver
to internal and external user expectations.
Operational Risk
During the regular course of business, we may be exposed to adverse financial
or reputational impact due to inadequate or failed internal processes, people
performance or IT systems, or due to third-parties or external events. Key
operational process risks are linked to our customer service, banking,
finance, marketing and change implementation. Operational Risk also includes
our risks in the areas of human resource management, enterprise risk
management and internal governance.
PensionBee is dependent on the third-party providers for the provision of
asset management, banking and technology services. Any termination,
interruption or reduced performance of the services provided by these third
parties could negatively impact our business operation and have a material
adverse effect on our reputation and profitability.
Our operational infrastructure and business continuity may be affected by
other failures or interruptions, some of which are events beyond our control.
Our systems and the systems of our third-party providers may be vulnerable to
fire, flood or other natural disasters; power loss, telecommunications or data
network failures; improper or negligent operation by employees or service
providers; unauthorised physical or electronic access or other factors. There
is no guarantee that our preventative measures would protect us from all
potential damage arising from the events described above.
Financial Risk
Market Risk
Our business may be adversely affected by negative sudden or prolonged
fluctuations in global capital markets. We generate the majority of Revenue in
the form of fees charged on a recurring basis, calculated by reference to the
value of our Assets under Administration. Our Revenue and profitability are
therefore directly influenced by the health of the global capital markets. A
deterioration in the global economy and a resulting decline in capital
markets, or an increase in volatility, may have a negative impact on the value
of our customers' pensions and their overall confidence to make new
contributions or to consolidate new pensions into their PensionBee pension.
Credit Risk
PensionBee is dependent on third-party financial services providers for the
provision of asset management and banking services. We are reliant upon these
third parties for the safekeeping of our own and our customers' assets. A
default by one of these third parties would have a material adverse effect on
our reputation and financial position.
Strategic Risk
The pensions market is competitive and there is no guarantee that we will be
able to continue to maintain the growth levels we have achieved to date, nor
that we will be able to maintain our financial performance either at
historical or anticipated future levels. Our competitors include a variety of
financial services firms and our market is characterised by ongoing
technological progression, including of the underlying infrastructure and user
experience. There is no guarantee that we will continue to outpace our
competitors. In addition, the pension market remains cost-sensitive and
competitors could materially undercut our fees, thereby generating pressure on
our revenues. Any failure to maintain our competitive position could lead to a
reduction in revenue and profitability, as well as reduced future growth.
We are dependent upon the experience, skills and knowledge of our Directors
and our Executive Management Team to implement our strategy. The loss of a
significant number of Directors, Executive Management and/or other key
employees, or the inability to recruit suitably experienced, qualified and
trained staff as needed, may cause significant disruption to our business and
the ability to achieve our strategic objectives.
Climate Risk
As climate change intensifies, dangerous weather events are becoming more
frequent and more severe. More frequent and intense droughts, storms, heat
waves, as well as the rising sea levels, melting glaciers and warming of the
oceans, can directly harm life, reduce the value of assets and income streams,
and wreak havoc on people's livelihoods and communities.
These significant shifts in the global climate have a potential to adversely
affect our employees, customers and other stakeholders, and have broader
implications on economic, social and cultural assets. Through impacting
productivity growth, climate change can influence monetary policy, resulting
in the changes in economic variables such as inflation, economic growth and
employment. Any of these changes could in turn have a material adverse effect
on our business and financial position.
Summary of Risks and Mitigations
Through the application of our robust risk management framework, we have taken
the appropriate steps in order to manage risk within the Board's risk
appetite. Summary of Principal Risks and the corresponding key mitigating
factors is presented below.
Principal Risk Risk Definition Key Mitigations
Regulatory Risk The risk of regulatory sanctions, material financial loss or reputational ● Maintaining a robust risk management framework and a set of internal
damage the Company could suffer as a result of its failure to comply with policies which are reviewed periodically
applicable laws, regulations, rules, or related internal standards and codes
of conduct ● Adequate staff training and communication for key policies and procedures
● Comprehensive second line assurance programme providing oversight over the
effectiveness of regulatory compliance and related controls
● Robust change management governance requiring regulatory compliance
sign-off
● Regulatory capital and liquidity planning and monitoring through the
Finance function
● Regular interactions with industry bodies to proactively monitor trends
● Values-based culture and strategy centred around Consumer Duty
Information Security Risk The risk of data loss, theft or disruption of information systems both ● Regular data back-up and restoration testing to allow for recovery in the
internally and throughout the supply chain, which impacts confidentiality, event of a cyber attack or corruption of data
integrity and availability
● Regular user access reviews and recertifications
● Proactive technical vulnerability assessments and mitigation
● Monitoring key third-party services and performance metrics
● Ongoing infrastructure assessments against business requirements
● Compliance and certification to ISO 27001 and Cyber Essentials Plus
● Monitoring of compliance with applicable regulation and legislation in
respect of data protection
● Maintaining a robust policy set and controls to keep information secure
● Frequent training for all employees to promote a culture of security
awareness
● Continuing to invest in the information security programme in order to
mitigate the evolving cyber risks
● Periodically testing business continuity plans for critical assets and
functions
● 24x7 / 365 proactive threat detection and response for critical assets to
prevent malicious behaviour
Operational Risk The risk of loss, disruption of business or adverse regulatory action ● Effective internal governance to adequately oversee, challenge and
resulting from inadequate or failed internal processes, people performance, escalate the risk positions
systems, or due to third parties or external events
● A comprehensive set of operational policies and procedures
● Periodic Operational Risk and related key control assessments
● Implementing automation to reduce manual processing
● Automated Consumer Duty dashboard, monitoring customer outcomes
● Robust third-party supplier selection and due diligence process with
ongoing monitoring of key suppliers
● Periodic training for all employees and specialised training for Customer
Success and other teams
● Structured performance management for all employees and formalised
succession planning for key roles
● Maintaining a risk-aware corporate culture based on accountability and
transparency
Financial Risk The risk of the Company's inability to fulfil its financial obligations or ● Geographic and asset class diversification of investment plans
internal objectives due to loss of revenue resulting from adverse price
movements in the capital markets, or the impact of worsening creditworthiness ● Recurring Revenue from long-duration assets
or default of a key financial partner
● Financial planning based on scenario analysis
● Maintaining adequate financial reserves
● Internal controls in place monitoring capital quality and reserve levels
● Partnering only with large and reputable asset managers and banking
institutions
● Robust controls in place to ensure the integrity of financial data
Strategic Risk The risk of failures in strategic planning and execution leading to the ● Core objectives calibrated using customer and regulatory feedback
Company not achieving its core objectives
● Continuously assessing competitor landscape and industry trends
● Employing agile product development and deployment cycles
● Robust strategic centralised change management process
● Prioritising talent acquisition and retention
● Encouraging a culture of innovation
Climate Risk The risk of negative impact of climate change or its broader economic, ● Small physical footprint, remote working, cloud-based technology
financial and societal consequences on the Company, or the Company's failure
to meet sustainability requirements from a commercial, regulatory or ● Risk transfer policies in place
stakeholder perspective
● ESG screenings applied in our investment plans to reduce harmful exposures
● Using third parties that have robust business continuity plans in place
● Clearly defined climate risk management roles and responsibilities
● Monitoring climate risks faced today and under future scenarios
Viability Statement
In accordance with provision 31 of the UK Corporate Governance Code, the Board
has assessed the viability of PensionBee Group plc and its subsidiaries
(together the 'Group') for the four-year period to December 2028, considering
this to be an appropriate period over which to assess the Group's strategy and
its capital requirements, considering the investment needs of the business and
the potential risks and uncertainties that could impact the Group's ability to
meet its strategic objectives. The Board considers a four-year period to be an
appropriate time frame because this would likely capture the length of a
potential downside business cycle and provide sufficient time to identify and
execute mitigating actions required to address the stress test scenarios as
outlined below.
This assessment has been made giving consideration to the financial position,
regulatory capital and liquidity requirements of the Group (as set out on the
Operating and Financial Review within the Strategic Report), in the context of
the Company's strategy, business model and medium-term business plan, together
with an assessment of the principal risks and uncertainties (as set out on the
Managing our Risks section of the Strategic Report). Such risks have been
categorised into Regulatory Risk, Information Security Risk, Operational Risk,
Financial Risk, Reputational Risk, Strategic Risk and Climate Risk, in
accordance with our risk management framework.
PensionBee Limited is an FCA regulated entity and therefore is required to
hold appropriate levels of own funds which are at all times in excess of its
Liquid Capital Requirement and other capital requirements. PensionBee Inc. is
registered with the U.S. Securities and Exchange Commission ('SEC') and is not
subject to any capital resource requirements.
The Board-approved medium-term plan assumes the business continues to grow
Invested Customers and Assets under Administration through continued
investment in its customer proposition, marketing, people and technology. It
is assumed that there are no significant or prolonged market movements in
underlying asset values from the time the plan was approved by the Board.
The Board has also considered the potential impact of the following stress
test scenarios, which together represent a severe and unlikely, but possible
scenario. The stress test scenarios would impact the plan from 2025 onwards:
● Financial Risk (Market Risk) - A material reduction in global
equity markets as a result of global macroeconomic uncertainty (such as
geopolitical disruptions, persistent inflation and a high interest rate
environment) and prolonged equity market volatility has been assumed over the
forecast period. More specifically, the analysis assumed a significant decline
in the global equity markets, falling by 50% in 2025 and remaining depressed
until the end of the year, with a linear recovery to the pre-crisis level
assumed for the remainder of the forecast period.
● Information Security Risk - The materialisation of a
confidentiality, availability or integrity event that undermines our
reputation and reduces conversion and reduces average retirement account
sizes. The analysis assumed a material reduction in the customer conversion
rate and average retirement account size of newly acquired customers over the
forecast period, whereby they would decrease Assets under Administration by
10%.
In the event that such modelled scenarios were to manifest, the Board has
identified a number of potential mitigating actions that management could
take. The primary lever for consideration would be the reduction of
discretionary marketing expenditure and the implementation of fixed cost
savings. The Board considers this approach to be reasonable, especially given
that the Group's financial position strengthened further over 2024 (in light
of it achieving ongoing Adjusted EBITDA breakeven for the Group supported by
Adjusted EBITDA profitability in the UK) and given the strength of
PensionBee's positioning within the UK competitive landscape, the strength of
its balance sheet (including £20m of primary capital raised). The
consideration of the US market opportunity has been accounted for by excluding
associated US business revenue and other income. However, associated potential
US operating costs and short-term funding requirements remain factored into
the group's overall financial resource calculations. The results of the
modelling confirmed that the Group would be able to withstand the adverse
financial impact of these aforementioned scenarios occurring together over the
four-year assessment period and that it would continue to be able to meet its
liabilities and capital requirements.
The Group's medium-term plan underwent rigorous review and was approved by the
Board in December 2024. The stress test scenarios and associated mitigating
actions were reviewed in February 2025 and were subsequently approved in March
2025. The Directors confirm that they have a reasonable expectation that the
Group will be able to continue to operate and meet its capital requirements
and liabilities as they fall due over the four-year period to December 2028.
The Strategic Report was approved by the Board on 12 March 2025 and signed on
its behalf by:
Romi Savova
Chief Executive Officer
12 March 2025
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and Financial
Statements 2024 in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each
financial year. Under that law, they are required to prepare the Group
Financial Statements in accordance with International Financial Reporting
Standards ('IFRS') as adopted by the UK in conformity with the requirements of
the Companies Act 2006 and have elected to prepare the Parent Company
Financial Statements in accordance with UK Accounting Standards, including FRS
102, the Financial Reporting Standard applicable in the UK and Republic of
Ireland. Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and the Company and of their profit or loss
for that period.
In preparing each of the Group and Parent Company Financial Statements, the
Directors are required to:
● Select suitable accounting policies and then apply them
consistently;
● Make judgements and estimates that are reasonable, relevant,
reliable and prudent;
● State whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the
Financial Statements; and
● Prepare the Financial Statements on a going concern basis unless
it is inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and the Company's operations and
disclose with reasonable accuracy at any time the financial position of the
Group and the Company and that enable them to ensure that its Financial
Statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and the Company
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Report that complies with that law and those
regulations. The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
● The Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities and financial position of the Group and the Company and
profit or loss of the Group and the undertakings included in the consolidation
taken as a whole; and
● The Strategic Report includes a fair review of the development
and performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that it faces.
We consider that the Annual Report and Financial Statements 2024, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's and the Company's position
and performance, business model and strategy.
Approved by the Board of Directors on 12 March 2025 and signed on its behalf
by:
Romi Savova
Chief Executive Officer
12 March 2025
Results for the Year
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024 2023
Note £ 000 £ 000
Revenue 4 33,203 23,817
Employee Benefits Expense 6 (12,618) (12,301)
(excluding Share-based Payments)
Share-based Payments 6, 24 (3,150) (2,182)
Depreciation and Amortisation Expense 14, 16 (289) (288)
Advertising and (9,880) (9,718)
Marketing
Other Expenses 8 (11,034) (10,017)
Other Income 9 767 -
Expansion Costs 28 (222) -
Operating Profit/(Loss) (3,223) (10,689)
Finance Income 10 102 6
Finance 10 (26) (36)
Costs
Profit/(Loss) before Tax (3,147) (10,719)
Taxation 12 11 150
Profit/(Loss) for the Period (3,136) (10,569)
Total Comprehensive Profit/(Loss) for the Period wholly attributable to Equity (3,136) (10,569)
Holders of the Parent Company
Earnings per Share (pence per Share)
Basic and 13 (1.38) (4.73)
Diluted
( )
The above results were derived from continuing operations.
The notes form an integral part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2024
2024 2023
Note £ 000 £ 000
Assets
Non-current Assets
Property, Plant and Equipment 14 276 305
Intangible Assets 15 264 -
Right of Use Assets 16 270 412
Financial Assets (Deposits) 243 147
1,053 864
Current Assets
Trade and Other 17 5,224 4,347
Receivables
Cash and Cash Equivalents 34,995 12,214
40,219 16,561
Total Assets 41,272 17,425
Equity and Liabilities
Equity
Share 18 236 224
Capital
Share 19 72,445 53,218
Premium
Share-based Payment 19, 24 15,547 12,397
Reserve
Foreign Currency Translation Reserve (46) -
Retained 19 (53,831) (50,694)
Earnings
Total Equity 34,351 15,145
Non-current Liabilities
Lease 20 125 292
Liability
Provisions 21 53 49
178 341
Current Liabilities
Lease 20 167 106
Liability
Trade and Other Payables 22 6,576 1,833
6,743 1,939
Total Liabilities 6,921 2,280
Total Equity and Liabilities 41,272 17,425
The notes form an integral part of these financial statements.
Approved by the Board on 12 March 2025 and signed on its behalf by:
Christoph J. Martin
Chief Financial Officer
PensionBee Group plc
Company registered number: 13172844
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share Capital Share Premium Share-based Payment Reserve Foreign Currency Translation Reserve Retained Earnings Total
Note £ 000 £ 000 £ 000 £ 000 £ 000 £ 000
At 1 January 2023 223 53,218 10,215 - (40,124) 23,532
Profit/(Loss) for the Year - - - - (10,569) (10,569)
Total Comprehensive Profit/(Loss) - - - - (10,569) (10,569)
Share-based Payment Transactions - - 2,182 - - 2,182
Exercise of Share Options 24 1 - - - (1) -
At 31 December 2023 224 53,218 12,397 - (50,694) 15,145
At 1 January 2024 224 53,218 12,397 - (50,694) 15,145
Profit/(Loss) for the Year - - - - (3,136) (3,136
Total Comprehensive Profit/(Loss) - - - - (3,136) (3,136)
Share-based Payment Transactions - - 3,150 - - 3,150
Issue of Share 18 11 19,989 - - - 20,000
Capital
Transaction Costs on Issue of Share Capital 18 - (762) - - - (762)
Exercise of Share Options 24 1 - - - (1) -
Currency Translation Adjustment - - - (46) - (46)
At 31 December 2024 236 72,445 15,547 (46) (53,831) 34,351
The notes form an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
2024 2023
Note £ 000 £ 000
Cash Flows from Operating Activities
Profit/(Loss) for the Year (3,136) (10,569)
Adjustments for:
Depreciation and Amortisation 289 288
Finance Costs 10 26 36
Unrealised Foreign Exchange (85) -
Share-based Payments 3,150 2,182
Taxation 12 (11) (150)
Operating Cash Flows before movements in Working Capital 233 (8,213)
Working Capital Movements
Increase in Financial Assets (Deposits) (118) (147)
Increase in Trade and Other Receivables 17 (994) (1,406)
Increase in Trade and Other Payables 22 4,745 318
Cash generated from/(used in) Operations 3,866 (9,448)
Income Taxes Received 12 150 623
Net Cash Inflow/(Outflow) from Operating Activities 4,016 (8,825)
Cash Flows from Investing Activities
Payment for Equipment 14 (117) (96)
Payment for Intangible Assets 15 (267) -
Net Cash Outflow from Investing Activities (384) (96)
Cash Flows from Financing Activities
Proceeds from Issue of Ordinary Share 18 20,000 -
Capital
Transaction Costs on Issue of Share Capital 18 (762) -
Payment of Principal of Lease Liabilities 20 (106) (153)
Payment of Interest of Lease Liabilities 20 (22) (33)
Net Cash Inflow/(Outflow) from Financing Activities 19,110 (186)
Net Decrease in Cash and Cash Equivalents 22,742 (9,107)
Cash and Cash Equivalents at 1 January 12,214 21,321
Effects of Exchange Rate Changes on Cash and Cash Equivalents 39 -
Cash and Cash Equivalents at 31 December 34,995 12,214
Changes in the Group's liabilities arising from financing activities,
including both cash and non-cash changes have been disclosed in Note 20 to the
financial statements.
The notes form an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. General Information
PensionBee Group plc (the 'Company') is the parent company of PensionBee
Limited, PensionBee Trustees Limited and PensionBee Inc. (the 'Subsidiaries')
(together the 'Group'). The Company is a public company, whose shares are
traded on 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 an online retirement savings
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 retirement savings 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 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 and cash flows from
financing activities are generated.
Basis of Consolidation
The consolidated financial statements consolidate the financial statements of
the Company and its subsidiary undertakings drawn up to 31 December 2024.
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.
On 21 March 2024, PensionBee Group plc incorporated a new wholly owned
subsidiary, PensionBee Inc. in Delaware, US with operational headquarters in
New York. The incorporation of this subsidiary is part of the Group's
strategic initiative to expand its operations into the US market.
On 27 November 2024, PensionBee Group plc wholly acquired PensionBee Trustees
Limited at book value of £1. From the acquisition date, PensionBee Trustees
Limited became a subsidiary of PensionBee Group plc. PensionBee Trustees
Limited holds the scheme's assets and liabilities under a bare trust
arrangement and are not recognised within its financial statements. The
subsidiary is non-operational.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the group are eliminated on
consolidation.
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 Company has adequate
financial resources to continue in operational existence for the foreseeable
future and are satisfied that the Company can continue to meet its liabilities
as they fall due for at least 12 months from the date of approval of these
financial statements. This assessment is supported by the Company's strong
group cash reserves and projected profitable growth in its established
operating subsidiary in the UK business.
The Company's investments consist of two subsidiaries: the established
operating entity in the UK growing profitable and a newly formed US subsidiary
currently in its investment phase. A conservative approach was adopted for
this assessment, focusing on the established subsidiary's operational
viability.The consideration of the US market opportunity has been accounted
for by excluding associated US business revenue and other income. However,
associated potential US operating costs and short-term funding requirements
remain factored into the group's overall financial resource calculations. The
UK subsidiary has achieved Adjusted EBITDA profitability and is positioned to
fund its own future profitable growth.
The established subsidiary has been operationally resilient as proven by
consistent operational efficiencies that have been maintained during the
financial year. Stress testing was carried out 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 geopolitical and macroeconomic
environment, increased cost of living in the UK and the US and interest rate
rises. The Company's strong financial position, including the recent capital
raise and the UK business's profitability, provides resilience against such
macroeconomic downturns.
The Directors have concluded that the Company has sufficient financial
resources to remain in operational existence, even considering potential
macroeconomic downturns. Therefore, the Directors have adopted the going
concern basis of preparation for these financial statements.
Climate Change
The Directors have assessed the potential impacts of climate-related risks on
the Group's operations and financial statements and the detailed assessment
has been disclosed in the Climate-related Disclosures section. Following a
thorough evaluation of the Group's operations and industry dynamics, the
Directors have concluded that climate related risks do not have a material
impact on the Group's operations and financial statements.
Changes in Accounting Policy
The following amendments are effective for the period beginning 1 January
2024:
Standard Effective Date, Annual Period beginning on or after
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current 1 January 2024
Amendments to IAS 1 - Noncurrent Liabilities with Covenants 1 January 2024
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements 1 January 2024
All the changes were adopted by the Group. None of the standards,
interpretations and amendments, effective for the first time from 1 January
2024, have had a material effect on the financial statements.
New Standards, Interpretations and Amendments not yet Effective
The new standards which are not yet effective will not have a material impact
on the financial statements. None of them have been early adopted.
Standard Effective Date, Annual Period beginning on or after
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates 1 January 2025
Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements 1 January 2027
Amendments to IFRS 19 - Subsidiaries without Public Accountability: 1 January 2027
Disclosures
Revenue Recognition
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 retirement savings 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:
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.
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.
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. In the UK,
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. In the
US, fees are 0.85%.
Allocation of the transaction price - As there is only one performance
obligation, the whole transaction price is allocated to this performance
obligation.
Recognition of revenue when a performance obligation is satisfied - The
administration of customers' retirement savings is continuous until the
customer fully withdraws their retirement pot or transfers it to another
registered retirement savings 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.
Consideration Payable to Customers
The Group runs an incentive-linked marketing campaign where a customer becomes
entitled to a contribution upon sign-up with PensionBee. 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.
Recurring Revenue
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' retirement savings balances as the
performance obligation, being the provision of retirement savings scheme
administration services to customers, is met. These management fees are
charged daily and collected by the Group on a monthly basis.
Other Revenue
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).
Other Income
Other Income relates to amounts received in relation to marketing costs
reimbursements. Under an agreement with State Street Global Advisors ('State
Street'), the Group is reimbursed for certain marketing costs incurred by its
subsidiary PensionBee Inc. The recognition of such reimbursements as Other
Income is contingent upon the achievement of specified net new asset
thresholds. Amounts received in advance are recorded as deferred income and
recognised as other income only when the corresponding qualifying marketing
costs have been incurred by PensionBee Inc.
Foreign Currency Transactions and Balances
Functional and presentation currency
Items included in the financial statements of each of the group entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency').
Foreign currency transactions and balances
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.
Foreign operations
For the purpose of presenting the 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:
● 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;
● 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,
● all resulting exchange differences are
recognised in the Statement of Comprehensive Income and accumulated in a
foreign currency translation reserve.
Taxation
Tax on the loss for the year comprises research and development credit. There
was no current or deferred tax charge for the year (2023: £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.
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.
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.
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.
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.
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.
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.
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.
Property, Plant and Equipment
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.
Depreciation
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:
Asset Class Depreciation Method and Rate
Computer Equipment three years straight line
Furniture and Fittings four years straight line
Leasehold Improvements straight line over life of the lease
Right of Use Assets straight line over life of the lease
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.
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.
Internally Generated Intangible Assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following
conditions have been demonstrated:
● the technical feasibility of completing the
intangible asset so that it will be available for use or sale
● the intention to complete the intangible asset
and use or sell it
● the ability to use or sell the intangible asset
● how the intangible asset will generate probable
future economic benefits
● the availability of adequate technical,
financial and other resources to complete the development and to use or sell
the intangible asset
● the ability to measure reliably the expenditure
attributable to the intangible asset during its development.
The amount initially recognised for intangible assets is the sum of the
expenditure incurred from the date when the intangible asset first meets the
recognition criteria listed above. Where no intangible asset can be
recognised, development expenditure is recognised in the Statement of
Comprehensive Income in the period in which it is incurred.
Subsequent to initial recognition, intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses. The estimated
useful lives are as follows:
Asset Class Amortisation Method and Rate
Capitalised Development Costs eight years straight line
Intangible assets are amortised from the point at which the assets are
available for use.
Impairment of Non-Financial Assets
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 an asset's fair value less cost of
disposal. 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.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and short term highly liquid
deposits with a maturity of less than 3 months.
Trade Receivables
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.
Trade Payables
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.
Provisions
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.
Leases
Initial Recognition and Measurement
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.
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.
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.
Subsequent Measurement
After the commencement date, the Group measures the lease liability by:
a) Increasing the carrying amount to reflect interest on the lease
liability;
b) Reducing the carrying amount to reflect the lease payments made;
and
c) 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.
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.
Short Term and Low Value Leases
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).
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).
Lease payments on short term and low value leases are accounted for on a
straight-line basis 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.
Share Capital
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.
Defined Contribution Pension Obligation
The Group operates a defined contribution plan for its employees, under which
the Group pays fixed contributions into the PensionBee Personal Pension (UK
employees) and PensionBee 401(k) (US employees). Once the contributions have
been paid, the Group has no further payment obligations.
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.
Share-based Payments
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, will 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.
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.
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.
Research and Development
Research and development expenditure is recognised as an expense as incurred,
except that development expenditure incurred on an individual project that 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.
Impairment of Financial Assets
Measurement of Expected Credit Losses
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.
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.
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. Revenue
The analysis of the Group's Revenue for the period from continuing operations
is as follows:
2024 2023
£ 000 £ 000
Recurring Revenue 32,876 23,660
Other Revenue 327 157
33,203 23,817
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.
5. Operating Segments
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 Board of Directors regularly reviews the Group's operating
results from a geographical perspective and has identified two reportable
segments of the business; the United Kingdom (PensionBee Group plc and
PensionBee Limited), and the United States (PensionBee Inc.). PensionBee
Trustees Limited is a non-operational company domiciled in the United Kingdom.
Both segments provide the same service; the provision of direct-to-consumer
online retirement savings consolidation and management.
The Board of Directors uses Operating Profit/(Loss) to assess the performance
of the operating segments. The Board of Directors also reviews the assets and
liabilities of the segments on a quarterly basis.
Operating Profit
For the year ended 31 December 2024:
United Kingdom United States Intersegmental eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 34,399 - (1,196) 33,203
Employee Benefits Expense (12,163) (455) - (12,618)
Share-based Payments (3,067) (83) - (3,150)
Depreciation and Amortisation Expense (286) (3) - (289)
Advertising and Marketing (9,113) (767) - (9,880)
Other Expenses (10,766) (1,472) 1,204 (11,034)
Other Income - 767 - 767
Expansion Costs (54) (168) - (222)
Operating Profit/(Loss) (1,050) (2,181) 8 (3,223)
For the year ended 31 December 2023, all the Revenue, Expenses and Operating
Profit/(Loss) is attributable to the United Kingdom segment.
Segment Assets and Liabilities
United Kingdom United States of America Intersegmental eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 4,400 144 (3,491) 1,053
Current Assets 34,887 5,332 - 40,219
Non-current Liabilities (178) (1,239) 1,239 (178)
Current Liabilities (2,528) (4,391) 176 (6,743)
Net Assets 36,581 (154) (2,076) 34,351
For the year ended 31 December 2023, all Assets and Liabilities are
attributable to the United Kingdom segment.
Adjusted EBITDA
Adjusted EBITDA excludes the effects of significant items of income and
expenditure which might have an impact on the quality of earnings such as
non-recurring costs (Expansion Costs) and the effects of equity-settled
Share-based Payments. See Note 28 for the reconciliation of the Operating
Profit/(Loss) to Adjusted EBITDA.
6. Employee Benefits Expense
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2024 2023
£ 000 £ 000
Wages and Salaries 11,109 10,801
Social Security Costs 1,215 1,200
Pension Costs, Defined Contribution Scheme 294 300
12,618 12,301
Share-based Payments 3,150 2,182
15,768 14,483
The average number of persons employed by the Group (including Directors)
during the year, analysed by category, was as follows:
2024 2023
No. No.
Executive Management 10 10
Technology and Product 44 47
Marketing 18 17
Customer Service 82 92
Legal, Compliance and Risk 15 12
Administration and Other 24 24
193 202
7. Directors' Remuneration
The Directors' remuneration for the year was as follows:
2024 2023
£ 000 £ 000
Remuneration 1,008 963
Group Contributions paid to Defined Contribution Pension Schemes 11 11
1,019 974
During the year the number of Directors who were receiving benefits and share
incentives was as follows:
2024 2023
No. No.
Members of Defined Contribution Pension Schemes 5 5
In respect of the highest paid Director:
2024 2023
£ 000 £ 000
Remuneration 218 219
Group Contributions to Defined Contribution Pension Schemes 2 2
Exercise of Share Options:
2024 2023
£ 000 £ 000
Amount of Gains made on the Exercise of Share Options 293 164
8. Other Expenses
2024 2023
£ 000 £ 000
Auditor's Remuneration 256 215
Money Manager Costs 4,315 3,245
Other Expenses 6,463 6,557
11,034 10,017
Included in Other Expenses are technology and platform costs, professional
services fees, irrecoverable VAT and general and administrative costs.
9. Other Income
2024 2023
£ 000 £ 000
Other Income 767 -
767 -
During the year the Company (through its subsidiary, PensionBee Inc.) entered
into an agreement with State Street under which State Street will provide
meaningful marketing support to PensionBee Inc. Under the terms of the
agreement, State Street reimburses marketing costs incurred by PensionBee Inc.
The annual amount of the marketing costs reimbursement is based on the
achievement of certain net new asset thresholds. Other Income relates to
marketing costs reimbursements received from State Street. Amounts received in
advance have been accounted for as deferred income and will be released to
Other Income to the extent that a qualifying marketing cost has been incurred
by PensionBee Inc.
10. Finance Income and Costs
Finance Income:
2024 2023
£ 000 £ 000
Interest Income 102 6
102 6
Finance Costs:
2024 2023
£ 000 £ 000
Interest Expense on Lease Liabilities 22 33
Interest Expense on Dilapidations Provision 4 3
26 36
11. Auditors Remuneration
2024 2023
£ 000 £ 000
Audit of the Company's Financial Statements 76 56
Audit of the Company's Subsidiary Financial Statements 140 112
Total Audit Fees 216 168
2024 2023
£ 000 £ 000
Audit Related Assurance Services 40 47
Total Audit Related Assurance Fees 40 47
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 PensionBee Limited. No services were provided
pursuant to contingent fee arrangements.
12. Taxation
Tax charged/(credited) in the Statement of Comprehensive Income:
2024 2023
£ 000 £ 000
Current Taxation
Corporation Tax (11) (150)
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 (11) (150)
The tax on the Group loss for the year was computed at the UK rate of
corporation tax of 25% (2023: 23.5%). 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%.
The differences are reconciled below:
2024 2023
£ 000 £ 000
Profit/(Loss) before Tax (3,147) (10,709
Corporation Tax at Standard Rate (787) (2,521)
Impact of profits/losses earned in territories with different statutory rates (227) -
to the UK
Non-deductible Expenses 13 172
Non-deductible Income (13) -
Capital Allowances - (1)
Share-based Payments 258 318
Unrecognised Tax Losses 984 2,032
Research and Development tax relief (239) (150)
Total Tax Credit (11) (150)
2024 2023
£ 000 £ 000
Fixed Assets Temporary Differences (73) (36)
Total Deferred Tax Liability (73) (36)
Losses available for offsetting against Future Taxable Income 73 36
Total Deferred Tax Asset 73 36
Net Deferred Tax - -
The Group has £84,528,000 of non-expiring carried forward tax losses at 31
December 2024 (2023: £81,394,000) 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.
13. 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.
2024 2023
Number of Potential Ordinary Shares 9,649,849 6,757,781
Profit/(Loss) Attributable to Equity Holders of PensionBee Group plc (£) (3,136,000) (10,569,000)
Weighted Average Number of Ordinary Shares Outstanding during the Year 226,562,419 223,559,764
Basic and Diluted Earnings per Share (pence per Share) (1.38) (4.73)
Basic Earnings per Share was (1.38)p for 2024 (2023: (4.73)p).
14. Property, Plant and Equipment
Fixtures and Fittings Leasehold Improvements Computer Equipment Total
£ 000 £ 000 £ 000 £ 000
Cost
At 1 January 2023 61 377 363 801
Additions 2 41 52 95
Disposals - - - -
At 31 December 2023 63 418 415 896
At 1 January 2024 63 418 415 896
Additions 4 - 114 118
Disposals - - (16) (16)
At 31 December 2024 67 418 513 998
Accumulated Depreciation
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
At 1 January 2024 60 232 299 591
Charge for the year 1 59 85 145
Eliminated on Disposal - - (14) (14)
At 31 December 2024 61 291 370 722
Carrying Amount
At 31 December 2024 6 127 143 276
At 31 December 2023 3 186 116 305
At 1 January 2023 3 201 154 358
15. Intangible Assets
Capitalised Development Costs Total
£ 000 £ 000
Cost
At 1 January 2023 - -
Additions - -
Disposals - -
At 31 December 2023 - -
At 1 January 2024 -
Additions 267 267
Disposals - -
At 31 December 2024 267 267
Accumulated Depreciation
At 1 January 2023 - -
Charge for the year -
Eliminated on Disposal - -
At 31 December 2023 - -
At 1 January 2024 - -
Charge for the year 3 3
Eliminated on Disposal - -
At 31 December 2024 3 3
Carrying Amount
At 31 December 2024 264 264
At 31 December 2023 - -
At 1 January 2023 - -
Capitalised development costs include employee costs and directly attributable
supplier costs incurred in the development of the technology platform and
mobile application.
16. Right of Use Asset
£ 000
Cost
At 1 January 2023 706
Additions -
Disposals -
At 31 December 2023 706
At 1 January 2024 706
Additions -
Disposals -
At 31 December 2024 706
Accumulated Depreciation
At 1 January 2023 153
Charge for the year 141
Eliminated on Disposal -
At 31 December 2023 294
At 1 January 2024 294
Charge for the year 142
Eliminated on Disposal -
At 31 December 2024 436
Carrying Amount
At 31 December 2024 270
At 31 December 2023 412
At 1 January 2023 553
17. Trade and Other Receivables
2024 2023
£ 000 £ 000
Trade Receivables 3,037 2,240
Prepayments 2,105 1,901
Other Receivables 82 206
5,224 4,347
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.
18. Share Capital
Allotted, Called Up and Fully Paid Shares
2024 2023
No. 000 £ 000 No. 000 £ 000
At 1 January 223,963 224 222,862 223
Shares issued 12,159 12 1,101 1
At 31 December 236,122 236 223,963 224
During the year, PensionBee Group plc issued ordinary shares, to satisfy the
exercise of share options totalling 1,348,265 ordinary shares (2023:
1,100,706) of £0.001 each. The exercise price for each exercised share option
was £0.001 (2023: £0.001).
On 28 October 2024, PensionBee Group plc issued 10,810,811 ordinary shares of
£0.001 each to raise capital. Each share was issued at £1.85. Transaction
costs incurred and directly attributable to the issuance of these shares
amounted to £762,000. These costs were recognised as a reduction to the share
premium.
Each ordinary share carries one vote per share and ranks pari passu with
respect to dividends and capital.
19. 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.
20. Leases
In December 2021, the Group entered into a new property lease with a 5-year
lease term ending in December 2026. 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 16. Set out below are the carrying
amounts of lease liabilities and the movements during the year.
2024 2023
£ 000 £ 000
As at 1 January 398 551
Accretion of Interest 22 33
Payments (128) (186)
As at 31 December 292 398
Lease Liabilities included in the Statement of Financial Position:
2024 2023
£ 000 £ 000
Non-current 125 292
Current 167 106
292 398
The following are the amounts recognised in the Statement of Comprehensive
Income:
2024 2023
£ 000 £ 000
Depreciation on Right of Use Asset 142 141
Interest on Lease Liability 22 33
164 174
21. Provisions
2024 2023
Dilapidations £ 000 £ 000
As at 1 January 49 46
Interest 4 3
As at 31 December 53 49
Non-current Liabilities 53 49
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.
22. Trade and Other Payables
2024 2023
£ 000 £ 000
Trade Payables 111 269
Accrued Expenses 2,257 1,496
Other Payables 77 68
Deferred Income 4,131 -
6,576 1,833
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.
Deferred income arises as a result of marketing funding received in advance
from State Street Global Advisors, a US-based global financial institution,
see Note 9.
23. Pensions and Other Schemes
The Group operates a defined contribution pension scheme (UK employees) and
401(k) (US employees). The retirement cost charge for the year represents
contributions payable by the Group to the schemes and amounted to £294,000
(2023: £301,000).
24. Share-based Payments
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 was
£nil (2023: £ 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:
2024 2023
No. No.
Outstanding, start of the year 1,517,770 2,444,403
Exercised during the year (995,726) (910,283)
Expired during the year (7,310) (16,350)
Outstanding, end of the year 514,734 1,517,770
The weighted average share price on the dates the share options were exercised
during the year was £1.51 (2023: £0.74) and the weighted average remaining
contractual life is one month (2023: eight months).
Deferred Share Bonus Awards
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 2024 was £0.97
(2023: £0.98).
The movements in the number of DSB Awards during the year were as follows:
2024 2023
No. No.
Outstanding, start of the year 1,280,762 889,551
Granted during the year 1,582,724 626,223
Exercised during the year (352,539) (190,423)
Lapsed during the year (40,190) (44,589)
Outstanding, end of the year 2,470,757 1,280,762
The weighted average share price on the dates the share options were exercised
during the year was £1.50 (2023: £0.80). The weighted average remaining
contractual life is 11 months (2023: one year).
Long Term Incentives
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 2024 was £0.93
(2023: £0.94).
The movements in the number of RSP Awards during the year were as follows:
2024 2023
No. No.
Outstanding, start of the year 3,959,249 1,285,266
Granted during the year 2,803,728 2,791,756
Exercised during the year - -
Lapsed during the year (98,619) (117,773)
Outstanding, end of the year 6,664,358 3,959,249
There were no exercises during the year (2023: nil) and the weighted average
remaining contractual life is two years and five months. (2023: two years and
five months).
Charge/Credit arising from Share-based Payments
The total charge for the year for the Share-based Payments was £3,150,000
(2023: £2,182,000), all of which related to equity-settled share-based
payment transactions.
25. 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 2024.
Foreign Exchange Risk
Foreign exchange risk arises when the group entities enter into transactions
denominated in a currency other than its functional currency. The Group's
policy is, where possible, to allow group entities to settle liabilities
denominated in its functional currency with the cash generated from their own
operations in that currency.
The Group aims to fund expenses and investments in the respective currency and
to manage foreign exchange risk at a local level by matching the currency in
which Revenue is generated and expenses are incurred.
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 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 (2023: £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 December 2024 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,037 - - - - 3,037
Other Receivables 72 - - 5 5 82
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2023 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 2,240 - - - - 2,240
Other Receivables 179 - - - 27 206
The Group's Trade Receivables are concentrated in the following money
managers:
2024 2023
BlackRock 75% 75%
State Street 25% 15%
Legal & General 0% 10%
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 67% of the total balance as at year end
(2023: 72%) and HSBC, which holds 31% of the total balance as at year end
(2023: 27%).
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
31 December 2024 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 6,576 - - 6,576
Lease Liabilities 167 125 - 292
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2023 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 1,833 - - 1,833
Lease Liabilities 129 309 - 438
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 2023 and
2024.
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.
26. Related Party Transactions
2024 2023
Key Management Compensation £ 000 £ 000
Salaries and Other Short-term Employee Benefits 2,175 2,034
Other Long-term Benefits 26 25
Share-based Payments 1,971 1,463
4,172 3,522
Some Key Management Personnel use the Group's services on commercial terms
which are consistent with the standard terms and conditions as available on
the website.
Related Party - PensionBee Trustees Limited
The following related party transactions were between the PensionBee Limited
and PensionBee Trustees Limited before the acquisition of PensionBee Trustees
Limited by PensionBee Group plc on 27 November 2024:
(i) Payment of the PensionBee Trustees Limited bank fees on a quarterly
basis. During this period bank fees amounted to £132,000 (2023: £104,000).
There was no outstanding balance at year end (2023: £nil).
(ii) Payment of the PensionBee Trustees Limited's Data Protection fee on
an annual basis. During this period, payments amounted to £35 (2023: £35).
There was no outstanding balance at year end (2023: £nil).
Transactions with Directors
During the year ended 31 December 2024, there were no transactions with
Directors (2023: none). As at the year ended 31 December 2024, there was no
outstanding balance with Directors (2023: £nil).
Some Directors use the Group's services on commercial terms which are
consistent with the standard terms and conditions as available on the website.
27. Events After the Reporting Period
There were no events of material impact to the financial statements that
occurred after the reporting date.
28. 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 Operating
Profit/(Loss) for the year before Taxation, Finance Costs, Depreciation and
Amortisation Expense, Share-based Payments and Expansion 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 APMs used by the Group are defined below and reconciled to the related
IFRS financial measures:
Adjusted EBITDA
Adjusted EBITDA represents the Operating Profit/(Loss) for the year before
Taxation, Finance Costs, Finance Income, Depreciation and Amortisation,
Share-based Payments and Expansion Costs.
The Adjusted EBITDA for the Group:
2024 2023
£ 000 £ 000
Operating Profit/(Loss) (3,223) (10,689)
Depreciation and Amortisation Expense 289 288
Share-based Payments(1) 3,150 2,182
Expansion Costs(2) 222 -
Adjusted EBITDA 438 (8,219)
Notes:
1. Relates to total annual charge in relation to Share-based Payments
as detailed in Note 24.
2. Relates to one-off expenses incurred in relation to expansion into
the United States.
PensionBee Trustees Limited is a non-operational company domiciled in the
United Kingdom.
The Adjusted EBITDA for PensionBee UK (PensionBee Group plc and PensionBee
Limited):
2024 2023
£ 000 £ 000
Operating Profit/(Loss)(1) (1,050) (10,689)
Depreciation and Amortisation Expense 286 288
Share-based Payments(2) 3,067 2,182
Expansion Costs(3) 54 -
UK Adjusted EBITDA 2,357 (8,219)
Notes:
1. Operating Profit/(Loss) includes income generated from the
provision of services from PensionBee Limited to PensionBee Inc. amounting to
£1,196,000 (2023: £nil). All intercompany transactions are on an arm's
length basis.
2. Relates to annual charge in relation to Share-based Payments as
detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into
the United States.
The Adjusted EBITDA for PensionBee US (PensionBee Inc.):
2024 2023
£ 000 £ 000
Operating Profit/(Loss)(1) (2,181) -
Depreciation and Amortisation Expense 3 -
Share-based Payments(2) 83
Expansion Costs(3) 168 -
US Adjusted EBITDA (1,927) -
Notes:
1. Operating Profit/(Loss) includes expenses incurred from the
provision of services from PensionBee Limited to PensionBee Inc. amounting to
£1,204,000 (2023: £nil). All intercompany transactions are on an arm's
length basis.
2. Relates to annual charge in relation to Share-based Payments
expense as detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into
the United States of America.
All the changes were adopted by the Group. None of the standards,
interpretations and amendments, effective for the first time from 1 January
2024, have had a material effect on the financial statements.
New Standards, Interpretations and Amendments not yet Effective
The new standards which are not yet effective will not have a material impact
on the financial statements. None of them have been early adopted.
Standard Effective Date, Annual Period beginning on or after
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates 1 January 2025
Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements 1 January 2027
Amendments to IFRS 19 - Subsidiaries without Public Accountability: 1 January 2027
Disclosures
Revenue Recognition
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 retirement savings 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:
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.
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.
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. In the UK,
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. In the
US, fees are 0.85%.
Allocation of the transaction price - As there is only one performance
obligation, the whole transaction price is allocated to this performance
obligation.
Recognition of revenue when a performance obligation is satisfied - The
administration of customers' retirement savings is continuous until the
customer fully withdraws their retirement pot or transfers it to another
registered retirement savings 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.
Consideration Payable to Customers
The Group runs an incentive-linked marketing campaign where a customer becomes
entitled to a contribution upon sign-up with PensionBee. 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.
Recurring Revenue
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' retirement savings balances as the
performance obligation, being the provision of retirement savings scheme
administration services to customers, is met. These management fees are
charged daily and collected by the Group on a monthly basis.
Other Revenue
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).
Other Income
Other Income relates to amounts received in relation to marketing costs
reimbursements. Under an agreement with State Street Global Advisors ('State
Street'), the Group is reimbursed for certain marketing costs incurred by its
subsidiary PensionBee Inc. The recognition of such reimbursements as Other
Income is contingent upon the achievement of specified net new asset
thresholds. Amounts received in advance are recorded as deferred income and
recognised as other income only when the corresponding qualifying marketing
costs have been incurred by PensionBee Inc.
Foreign Currency Transactions and Balances
Functional and presentation currency
Items included in the financial statements of each of the group entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency').
Foreign currency transactions and balances
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.
Foreign operations
For the purpose of presenting the 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:
● 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;
● 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,
● all resulting exchange differences are
recognised in the Statement of Comprehensive Income and accumulated in a
foreign currency translation reserve.
Taxation
Tax on the loss for the year comprises research and development credit. There
was no current or deferred tax charge for the year (2023: £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.
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.
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.
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.
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.
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.
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.
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.
Property, Plant and Equipment
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.
Depreciation
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:
Asset Class Depreciation Method and Rate
Computer Equipment three years straight line
Furniture and Fittings four years straight line
Leasehold Improvements straight line over life of the lease
Right of Use Assets straight line over life of the lease
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.
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.
Internally Generated Intangible Assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period
in which it is incurred.
An intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following
conditions have been demonstrated:
● the technical feasibility of completing the
intangible asset so that it will be available for use or sale
● the intention to complete the intangible asset
and use or sell it
● the ability to use or sell the intangible asset
● how the intangible asset will generate probable
future economic benefits
● the availability of adequate technical,
financial and other resources to complete the development and to use or sell
the intangible asset
● the ability to measure reliably the expenditure
attributable to the intangible asset during its development.
The amount initially recognised for intangible assets is the sum of the
expenditure incurred from the date when the intangible asset first meets the
recognition criteria listed above. Where no intangible asset can be
recognised, development expenditure is recognised in the Statement of
Comprehensive Income in the period in which it is incurred.
Subsequent to initial recognition, intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses. The estimated
useful lives are as follows:
Asset Class Amortisation Method and Rate
Capitalised Development Costs eight years straight line
Intangible assets are amortised from the point at which the assets are
available for use.
Impairment of Non-Financial Assets
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 an asset's fair value less cost of
disposal. 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.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and short term highly liquid
deposits with a maturity of less than 3 months.
Trade Receivables
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.
Trade Payables
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.
Provisions
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.
Leases
Initial Recognition and Measurement
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.
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.
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.
Subsequent Measurement
After the commencement date, the Group measures the lease liability by:
a) Increasing the carrying amount to reflect interest on the lease
liability;
b) Reducing the carrying amount to reflect the lease payments made;
and
c) 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.
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.
Short Term and Low Value Leases
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).
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).
Lease payments on short term and low value leases are accounted for on a
straight-line basis 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.
Share Capital
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.
Defined Contribution Pension Obligation
The Group operates a defined contribution plan for its employees, under which
the Group pays fixed contributions into the PensionBee Personal Pension (UK
employees) and PensionBee 401(k) (US employees). Once the contributions have
been paid, the Group has no further payment obligations.
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.
Share-based Payments
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, will 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.
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.
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.
Research and Development
Research and development expenditure is recognised as an expense as incurred,
except that development expenditure incurred on an individual project that 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.
Impairment of Financial Assets
Measurement of Expected Credit Losses
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.
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.
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. Revenue
The analysis of the Group's Revenue for the period from continuing operations
is as follows:
2024 2023
£ 000 £ 000
Recurring Revenue 32,876 23,660
Other Revenue 327 157
33,203 23,817
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.
5. Operating Segments
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 Board of Directors regularly reviews the Group's operating
results from a geographical perspective and has identified two reportable
segments of the business; the United Kingdom (PensionBee Group plc and
PensionBee Limited), and the United States (PensionBee Inc.). PensionBee
Trustees Limited is a non-operational company domiciled in the United Kingdom.
Both segments provide the same service; the provision of direct-to-consumer
online retirement savings consolidation and management.
The Board of Directors uses Operating Profit/(Loss) to assess the performance
of the operating segments. The Board of Directors also reviews the assets and
liabilities of the segments on a quarterly basis.
Operating Profit
For the year ended 31 December 2024:
United Kingdom United States Intersegmental eliminations Total
£ 000 £ 000 £ 000 £ 000
Revenue 34,399 - (1,196) 33,203
Employee Benefits Expense (12,163) (455) - (12,618)
Share-based Payments (3,067) (83) - (3,150)
Depreciation and Amortisation Expense (286) (3) - (289)
Advertising and Marketing (9,113) (767) - (9,880)
Other Expenses (10,766) (1,472) 1,204 (11,034)
Other Income - 767 - 767
Expansion Costs (54) (168) - (222)
Operating Profit/(Loss) (1,050) (2,181) 8 (3,223)
For the year ended 31 December 2023, all the Revenue, Expenses and Operating
Profit/(Loss) is attributable to the United Kingdom segment.
Segment Assets and Liabilities
United Kingdom United States of America Intersegmental eliminations Total
£ 000 £ 000 £ 000 £ 000
Non-current Assets 4,400 144 (3,491) 1,053
Current Assets 34,887 5,332 - 40,219
Non-current Liabilities (178) (1,239) 1,239 (178)
Current Liabilities (2,528) (4,391) 176 (6,743)
Net Assets 36,581 (154) (2,076) 34,351
For the year ended 31 December 2023, all Assets and Liabilities are
attributable to the United Kingdom segment.
Adjusted EBITDA
Adjusted EBITDA excludes the effects of significant items of income and
expenditure which might have an impact on the quality of earnings such as
non-recurring costs (Expansion Costs) and the effects of equity-settled
Share-based Payments. See Note 28 for the reconciliation of the Operating
Profit/(Loss) to Adjusted EBITDA.
6. Employee Benefits Expense
The aggregate payroll costs (including Directors' remuneration) were as
follows:
2024 2023
£ 000 £ 000
Wages and Salaries 11,109 10,801
Social Security Costs 1,215 1,200
Pension Costs, Defined Contribution Scheme 294 300
12,618 12,301
Share-based Payments 3,150 2,182
15,768 14,483
The average number of persons employed by the Group (including Directors)
during the year, analysed by category, was as follows:
2024 2023
No. No.
Executive Management 10 10
Technology and Product 44 47
Marketing 18 17
Customer Service 82 92
Legal, Compliance and Risk 15 12
Administration and Other 24 24
193 202
7. Directors' Remuneration
The Directors' remuneration for the year was as follows:
2024 2023
£ 000 £ 000
Remuneration 1,008 963
Group Contributions paid to Defined Contribution Pension Schemes 11 11
1,019 974
During the year the number of Directors who were receiving benefits and share
incentives was as follows:
2024 2023
No. No.
Members of Defined Contribution Pension Schemes 5 5
In respect of the highest paid Director:
2024 2023
£ 000 £ 000
Remuneration 218 219
Group Contributions to Defined Contribution Pension Schemes 2 2
Exercise of Share Options:
2024 2023
£ 000 £ 000
Amount of Gains made on the Exercise of Share Options 293 164
8. Other Expenses
2024 2023
£ 000 £ 000
Auditor's Remuneration 256 215
Money Manager Costs 4,315 3,245
Other Expenses 6,463 6,557
11,034 10,017
Included in Other Expenses are technology and platform costs, professional
services fees, irrecoverable VAT and general and administrative costs.
9. Other Income
2024 2023
£ 000 £ 000
Other Income 767 -
767 -
During the year the Company (through its subsidiary, PensionBee Inc.) entered
into an agreement with State Street under which State Street will provide
meaningful marketing support to PensionBee Inc. Under the terms of the
agreement, State Street reimburses marketing costs incurred by PensionBee Inc.
The annual amount of the marketing costs reimbursement is based on the
achievement of certain net new asset thresholds. Other Income relates to
marketing costs reimbursements received from State Street. Amounts received in
advance have been accounted for as deferred income and will be released to
Other Income to the extent that a qualifying marketing cost has been incurred
by PensionBee Inc.
10. Finance Income and Costs
Finance Income:
2024 2023
£ 000 £ 000
Interest Income 102 6
102 6
Finance Costs:
2024 2023
£ 000 £ 000
Interest Expense on Lease Liabilities 22 33
Interest Expense on Dilapidations Provision 4 3
26 36
11. Auditors Remuneration
2024 2023
£ 000 £ 000
Audit of the Company's Financial Statements 76 56
Audit of the Company's Subsidiary Financial Statements 140 112
Total Audit Fees 216 168
2024 2023
£ 000 £ 000
Audit Related Assurance Services 40 47
Total Audit Related Assurance Fees 40 47
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 PensionBee Limited. No services were provided
pursuant to contingent fee arrangements.
12. Taxation
Tax charged/(credited) in the Statement of Comprehensive Income:
2024 2023
£ 000 £ 000
Current Taxation
Corporation Tax (11) (150)
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 (11) (150)
The tax on the Group loss for the year was computed at the UK rate of
corporation tax of 25% (2023: 23.5%). 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%.
The differences are reconciled below:
2024 2023
£ 000 £ 000
Profit/(Loss) before Tax (3,147) (10,709
Corporation Tax at Standard Rate (787) (2,521)
Impact of profits/losses earned in territories with different statutory rates (227) -
to the UK
Non-deductible Expenses 13 172
Non-deductible Income (13) -
Capital Allowances - (1)
Share-based Payments 258 318
Unrecognised Tax Losses 984 2,032
Research and Development tax relief (239) (150)
Total Tax Credit (11) (150)
2024 2023
£ 000 £ 000
Fixed Assets Temporary Differences (73) (36)
Total Deferred Tax Liability (73) (36)
Losses available for offsetting against Future Taxable Income 73 36
Total Deferred Tax Asset 73 36
Net Deferred Tax - -
The Group has £84,528,000 of non-expiring carried forward tax losses at 31
December 2024 (2023: £81,394,000) 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.
13. 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.
2024 2023
Number of Potential Ordinary Shares 9,649,849 6,757,781
Profit/(Loss) Attributable to Equity Holders of PensionBee Group plc (£) (3,136,000) (10,569,000)
Weighted Average Number of Ordinary Shares Outstanding during the Year 226,562,419 223,559,764
Basic and Diluted Earnings per Share (pence per Share) (1.38) (4.73)
Basic Earnings per Share was (1.38)p for 2024 (2023: (4.73)p).
14. Property, Plant and Equipment
Fixtures and Fittings Leasehold Improvements Computer Equipment Total
£ 000 £ 000 £ 000 £ 000
Cost
At 1 January 2023 61 377 363 801
Additions 2 41 52 95
Disposals - - - -
At 31 December 2023 63 418 415 896
At 1 January 2024 63 418 415 896
Additions 4 - 114 118
Disposals - - (16) (16)
At 31 December 2024 67 418 513 998
Accumulated Depreciation
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
At 1 January 2024 60 232 299 591
Charge for the year 1 59 85 145
Eliminated on Disposal - - (14) (14)
At 31 December 2024 61 291 370 722
Carrying Amount
At 31 December 2024 6 127 143 276
At 31 December 2023 3 186 116 305
At 1 January 2023 3 201 154 358
15. Intangible Assets
Capitalised Development Costs Total
£ 000 £ 000
Cost
At 1 January 2023 - -
Additions - -
Disposals - -
At 31 December 2023 - -
At 1 January 2024 -
Additions 267 267
Disposals - -
At 31 December 2024 267 267
Accumulated Depreciation
At 1 January 2023 - -
Charge for the year -
Eliminated on Disposal - -
At 31 December 2023 - -
At 1 January 2024 - -
Charge for the year 3 3
Eliminated on Disposal - -
At 31 December 2024 3 3
Carrying Amount
At 31 December 2024 264 264
At 31 December 2023 - -
At 1 January 2023 - -
Capitalised development costs include employee costs and directly attributable
supplier costs incurred in the development of the technology platform and
mobile application.
16. Right of Use Asset
£ 000
Cost
At 1 January 2023 706
Additions -
Disposals -
At 31 December 2023 706
At 1 January 2024 706
Additions -
Disposals -
At 31 December 2024 706
Accumulated Depreciation
At 1 January 2023 153
Charge for the year 141
Eliminated on Disposal -
At 31 December 2023 294
At 1 January 2024 294
Charge for the year 142
Eliminated on Disposal -
At 31 December 2024 436
Carrying Amount
At 31 December 2024 270
At 31 December 2023 412
At 1 January 2023 553
17. Trade and Other Receivables
2024 2023
£ 000 £ 000
Trade Receivables 3,037 2,240
Prepayments 2,105 1,901
Other Receivables 82 206
5,224 4,347
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.
18. Share Capital
Allotted, Called Up and Fully Paid Shares
2024 2023
No. 000 £ 000 No. 000 £ 000
At 1 January 223,963 224 222,862 223
Shares issued 12,159 12 1,101 1
At 31 December 236,122 236 223,963 224
During the year, PensionBee Group plc issued ordinary shares, to satisfy the
exercise of share options totalling 1,348,265 ordinary shares (2023:
1,100,706) of £0.001 each. The exercise price for each exercised share option
was £0.001 (2023: £0.001).
On 28 October 2024, PensionBee Group plc issued 10,810,811 ordinary shares of
£0.001 each to raise capital. Each share was issued at £1.85. Transaction
costs incurred and directly attributable to the issuance of these shares
amounted to £762,000. These costs were recognised as a reduction to the share
premium.
Each ordinary share carries one vote per share and ranks pari passu with
respect to dividends and capital.
19. 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.
20. Leases
In December 2021, the Group entered into a new property lease with a 5-year
lease term ending in December 2026. 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 16. Set out below are the carrying
amounts of lease liabilities and the movements during the year.
2024 2023
£ 000 £ 000
As at 1 January 398 551
Accretion of Interest 22 33
Payments (128) (186)
As at 31 December 292 398
Lease Liabilities included in the Statement of Financial Position:
2024 2023
£ 000 £ 000
Non-current 125 292
Current 167 106
292 398
The following are the amounts recognised in the Statement of Comprehensive
Income:
2024 2023
£ 000 £ 000
Depreciation on Right of Use Asset 142 141
Interest on Lease Liability 22 33
164 174
21. Provisions
2024 2023
Dilapidations £ 000 £ 000
As at 1 January 49 46
Interest 4 3
As at 31 December 53 49
Non-current Liabilities 53 49
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.
22. Trade and Other Payables
2024 2023
£ 000 £ 000
Trade Payables 111 269
Accrued Expenses 2,257 1,496
Other Payables 77 68
Deferred Income 4,131 -
6,576 1,833
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.
Deferred income arises as a result of marketing funding received in advance
from State Street Global Advisors, a US-based global financial institution,
see Note 9.
23. Pensions and Other Schemes
The Group operates a defined contribution pension scheme (UK employees) and
401(k) (US employees). The retirement cost charge for the year represents
contributions payable by the Group to the schemes and amounted to £294,000
(2023: £301,000).
24. Share-based Payments
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 was
£nil (2023: £ 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:
2024 2023
No. No.
Outstanding, start of the year 1,517,770 2,444,403
Exercised during the year (995,726) (910,283)
Expired during the year (7,310) (16,350)
Outstanding, end of the year 514,734 1,517,770
The weighted average share price on the dates the share options were exercised
during the year was £1.51 (2023: £0.74) and the weighted average remaining
contractual life is one month (2023: eight months).
Deferred Share Bonus Awards
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 2024 was £0.97
(2023: £0.98).
The movements in the number of DSB Awards during the year were as follows:
2024 2023
No. No.
Outstanding, start of the year 1,280,762 889,551
Granted during the year 1,582,724 626,223
Exercised during the year (352,539) (190,423)
Lapsed during the year (40,190) (44,589)
Outstanding, end of the year 2,470,757 1,280,762
The weighted average share price on the dates the share options were exercised
during the year was £1.50 (2023: £0.80). The weighted average remaining
contractual life is 11 months (2023: one year).
Long Term Incentives
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 2024 was £0.93
(2023: £0.94).
The movements in the number of RSP Awards during the year were as follows:
2024 2023
No. No.
Outstanding, start of the year 3,959,249 1,285,266
Granted during the year 2,803,728 2,791,756
Exercised during the year - -
Lapsed during the year (98,619) (117,773)
Outstanding, end of the year 6,664,358 3,959,249
There were no exercises during the year (2023: nil) and the weighted average
remaining contractual life is two years and five months. (2023: two years and
five months).
Charge/Credit arising from Share-based Payments
The total charge for the year for the Share-based Payments was £3,150,000
(2023: £2,182,000), all of which related to equity-settled share-based
payment transactions.
25. 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 2024.
Foreign Exchange Risk
Foreign exchange risk arises when the group entities enter into transactions
denominated in a currency other than its functional currency. The Group's
policy is, where possible, to allow group entities to settle liabilities
denominated in its functional currency with the cash generated from their own
operations in that currency.
The Group aims to fund expenses and investments in the respective currency and
to manage foreign exchange risk at a local level by matching the currency in
which Revenue is generated and expenses are incurred.
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 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 (2023: £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 December 2024 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 3,037 - - - - 3,037
Other Receivables 72 - - 5 5 82
Days Past Due
Current < 30 days 30-60 days 61-90 days >91 days Total
31 December 2023 £ 000 £ 000 £ 000 £ 000
Gross Trade Receivables 2,240 - - - - 2,240
Other Receivables 179 - - - 27 206
The Group's Trade Receivables are concentrated in the following money
managers:
2024 2023
BlackRock 75% 75%
State Street 25% 15%
Legal & General 0% 10%
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 67% of the total balance as at year end
(2023: 72%) and HSBC, which holds 31% of the total balance as at year end
(2023: 27%).
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
31 December 2024 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 6,576 - - 6,576
Lease Liabilities 167 125 - 292
Within 1 year Between 1 and 5 years After more than 5 years Total
31 December 2023 £ 000 £ 000 £ 000 £ 000
Trade and Other Payables 1,833 - - 1,833
Lease Liabilities 129 309 - 438
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 2023 and
2024.
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.
26. Related Party Transactions
2024 2023
Key Management Compensation £ 000 £ 000
Salaries and Other Short-term Employee Benefits 2,175 2,034
Other Long-term Benefits 26 25
Share-based Payments 1,971 1,463
4,172 3,522
Some Key Management Personnel use the Group's services on commercial terms
which are consistent with the standard terms and conditions as available on
the website.
Related Party - PensionBee Trustees Limited
The following related party transactions were between the PensionBee Limited
and PensionBee Trustees Limited before the acquisition of PensionBee Trustees
Limited by PensionBee Group plc on 27 November 2024:
(i) Payment of the PensionBee Trustees Limited bank fees on a quarterly
basis. During this period bank fees amounted to £132,000 (2023: £104,000).
There was no outstanding balance at year end (2023: £nil).
(ii) Payment of the PensionBee Trustees Limited's Data Protection fee on
an annual basis. During this period, payments amounted to £35 (2023: £35).
There was no outstanding balance at year end (2023: £nil).
Transactions with Directors
During the year ended 31 December 2024, there were no transactions with
Directors (2023: none). As at the year ended 31 December 2024, there was no
outstanding balance with Directors (2023: £nil).
Some Directors use the Group's services on commercial terms which are
consistent with the standard terms and conditions as available on the website.
27. Events After the Reporting Period
There were no events of material impact to the financial statements that
occurred after the reporting date.
28. 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 Operating
Profit/(Loss) for the year before Taxation, Finance Costs, Depreciation and
Amortisation Expense, Share-based Payments and Expansion 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 APMs used by the Group are defined below and reconciled to the related
IFRS financial measures:
Adjusted EBITDA
Adjusted EBITDA represents the Operating Profit/(Loss) for the year before
Taxation, Finance Costs, Finance Income, Depreciation and Amortisation,
Share-based Payments and Expansion Costs.
The Adjusted EBITDA for the Group:
2024 2023
£ 000 £ 000
Operating Profit/(Loss) (3,223) (10,689)
Depreciation and Amortisation Expense 289 288
Share-based Payments(1) 3,150 2,182
Expansion Costs(2) 222 -
Adjusted EBITDA 438 (8,219)
Notes:
1. Relates to total annual charge in relation to Share-based Payments
as detailed in Note 24.
2. Relates to one-off expenses incurred in relation to expansion into
the United States.
PensionBee Trustees Limited is a non-operational company domiciled in the
United Kingdom.
The Adjusted EBITDA for PensionBee UK (PensionBee Group plc and PensionBee
Limited):
2024 2023
£ 000 £ 000
Operating Profit/(Loss)(1) (1,050) (10,689)
Depreciation and Amortisation Expense 286 288
Share-based Payments(2) 3,067 2,182
Expansion Costs(3) 54 -
UK Adjusted EBITDA 2,357 (8,219)
Notes:
1. Operating Profit/(Loss) includes income generated from the
provision of services from PensionBee Limited to PensionBee Inc. amounting to
£1,196,000 (2023: £nil). All intercompany transactions are on an arm's
length basis.
2. Relates to annual charge in relation to Share-based Payments as
detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into
the United States.
The Adjusted EBITDA for PensionBee US (PensionBee Inc.):
2024 2023
£ 000 £ 000
Operating Profit/(Loss)(1) (2,181) -
Depreciation and Amortisation Expense 3 -
Share-based Payments(2) 83
Expansion Costs(3) 168 -
US Adjusted EBITDA (1,927) -
Notes:
1. Operating Profit/(Loss) includes expenses incurred from the
provision of services from PensionBee Limited to PensionBee Inc. amounting to
£1,204,000 (2023: £nil). All intercompany transactions are on an arm's
length basis.
2. Relates to annual charge in relation to Share-based Payments
expense as detailed in Note 24.
3. Relates to one-off expenses incurred in relation to expansion into
the United States of America.
Directors, Company Secretary and Shareholder Information
PensionBee Executive Directors Romi Savova (Chief Executive Officer)
Jonathan Lister Parsons (Chief Technology Officer)
Christoph J. Martin (Chief Financial Officer)
PensionBee Non-Executive Directors Mark Wood CBE (Non-Executive Chair)
Mary Francis CBE (Senior Independent Director)
Michelle Cracknell CBE (Independent Non-Executive Director)
Lara Oyesanya FRSA (Independent Non-Executive Director)
Company Secretary Michael Tavener
Registered Number 13172844
Registered Office PensionBee Group plc
209 Blackfriars Road
London
SE1 8NL
United Kingdom
Auditor Deloitte LLP
4 Brindley Place
Birmingham
B1 2HZ
United Kingdom
Website pensionbee.com
Copyright 2025. PensionBee Limited.
Company Registration Number: 09354862. FCA Reference Number: 744931.
Information Commissioner's Office Registration:
ZA131262
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