REG - Kingswood Holdings - Final results
28/06/2024 07:00
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RNS Number : 2510U Kingswood Holdings Limited 28 June 2024
28 June 2024
KINGSWOOD HOLDINGS LIMITED
("Kingswood", the "Company" or the "Group")
Final results for the year ended 31 December 2023
Kingswood Holdings Limited (AIM: KWG), the international, fully integrated
wealth and investment management group, announces its audited financial
results for the year ended 31 December 2023.
Continuing Operations
Group Revenue was £86.2m for the year ended 31 December 2023, increasing
£23.6m or 37.7% compared to the prior year
· UK & Ireland (UK&I) revenues increased to £46.6m, a 37.5%
increase year on year, reflecting resilience to market headwinds and the
benefit of acquisitions in the current and prior periods.
· US revenues (the Company has a 50.1% interest in Kingswood US, LLC
which accordingly is fully consolidated into Group reporting) of £39.6m
increased 37.8% year on year.
Group operating profit from continuing operations was £10.8m, an increase of
£3.0m or 37.9% compared to 2022.
· UK&I operating profit of £8.9m, increased by £3.2m or 56%
· US operating profit of £1.9m from continuing operations, a
£0.2m or 11% decrease year on year
In the interim results announcement of 29 September 2023, we referred to our
expected pro-forma Operating Profit for the full year to be c.£13.6m. This
was after adjustments for MMPI and Baseplan Limited. The comparative Operating
Profit for the full year (on the same pro-forma basis) was £12m.
The difference between the £10.8m out-turn and the comparative £12m forecast
at half-year was due to a delay in revenue receipts by Kingswood Investments
in the US, a change to the intended approach to advice pricing harmonisation
in the UK and a slower market recovery than expected.
Whilst below stated management expectations at the interim results, operating
profit was up over 37% on prior year.
Group FY2023 statutory Loss before Tax of £13.3m was £2.0m higher than the
prior year largely due to the following:
· The Group incurred £7.3m of finance costs during the year on debt
facility drawdowns, reflective of our strategy to use leverage as an
accelerant for growth.
· Non-recurring costs, including broker fees on M&A transactions and
costs incurred to reposition the business, totalled £4.7m for the year, a
decrease of £1.6m compared to the prior year.
· Non-cash impacting items of £10.4m were £1.9m higher than FY2022
and included amortisation of intangible assets, finance costs recognised on
the unwinding of deferred consideration and preference share dividends.
£m unless otherwise stated
2023 2022* Change
Revenue 86.2 62.6 38%
Operating Profit 10.8 7.8 38%
Profit/(Loss) from discontinued operations (0.6) 0.3 -300%
*The Group results are restated following completion of the disposal of a US
subsidiary (further detail in discontinued operations below).
At 31 December 2023 UK&I comprised £3.5bn AuM (Assets under Management)
and £5.9bn AuA (Assets under Advice), with growth of £0.3bn and £0.3bn
respectively in 2023, and AuA in Ireland of £0.7bn. UK AuM in our market
leading IBOSS managed portfolio service ended the year at £2.1bn, up £0.4bn
or 25% on the prior year.
US AuA of £2.9bn at 31 December 2023 was £0.5bn, or 22.0%, higher year on
year driven by growth in the number of authorised representatives.
Discontinued Operations:
Sale of Benchmark Investments, LLC
On 11 May 2022, Kingswood US, LLC (in which Kingswood holds 50.1% of the
voting rights) ("KWUS") entered into a member interest purchase agreement with
EF Hutton Holdings LLC to sell the entire share capital of its wholly owned
subsidiary Benchmark Investments, LLC ("BMI") for total consideration of
US$5.0m (approximately £4.1m). This transaction completed on 9 November 2023
(the "Disposal").
About BMI
BMI offers a variety of financial services to both institutional and retail
clients.
The sale of BMI reflects KWUS's strategic decision to optimise its business
portfolio and streamline operations. Following the Disposal, KWUS, LLC will
focus on its core strengths and areas of growth within the financial services
industry. KWUS will retain operations at premises in New York, USA.
In the unaudited management accounts for the year ending 31 December 2020,
revenue generated by BMI was approximately US$20.98m (£16.30m) net profit was
US$0.24m (£0.19m).
Consideration
The consideration of US$5.0m comprised:
- US$2.5m (approximately £2.0m) received in cash at closing;
- US$1.5m (approximately £1.2m) in further cash instalments
received post-closing; and
- US$1.0m (approximately £0.8m) of contingent cash consideration,
which was only payable to KWUS if certain pre-existing contractual obligations
were not upheld for six months post-closing. On 9 May 2024 all conditions were
met and the contingent consideration was forgiven.
KWUS will use the proceeds of the Disposal to support future growth.
Therefore, BMI is classified as a discontinued operation under IFRS 5,
"Non-current Assets Held for Sale and Discontinued Operations." As such, the
results of BMI have been segregated from continuing operations for both the
current and prior periods. The results of BMI up to 9 November 2023 have been
presented separately as discontinued operations. In the period through to its
disposal BMI generated revenue of £38m (2022: £83m) and a net loss of £0.6m
(2022: net profit £0.3m). To provide a consistent and comparable view of the
Group's financial performance, the prior year's financial results have been
restated to reflect BMI as a discontinued operation. This restatement involves
reclassifying BMI's revenues, expenses, assets, and liabilities from
continuing operations to discontinued operations in the prior period.
Strategic Highlights
The acquisition of IBOSS Asset Management in December 2021 has enabled strong
flows into group investment solutions and accelerated growth in IBOSS is a key
objective for the UK business:
o During 2023, we have re-organised our operating model for growth investing
in additional business development managers, investment professionals and
operational capability. In 2023 we on-boarded 17 new firms, up 42% on the
prior year.
o IBOSS AuM managed by IBOSS for Kingswood clients and those of external
IFA's was £2.1bn at 31 December 2023, an increase of £0.4bn on the prior
year.
o In 2023, IBOSS became the only discretionary fund management (DFM)
provider to win FTAdviser's 5 Star Award for four consecutive years, retained
its 5 Star and 5 Diamond Defaqto ratings and gained further recognition from
the adviser community by scooping three accolades at the Citywire Wealth
Manager Awards.
· Kingswood was named as one of the UK's 'Best Workplaces for Women' in
2023, by Great Place to Work. We continue to make progress in addressing
diversity imbalances across the organisation and remain committed to
increasing the female representation of our UK adviser population to at least
25% in the medium term, compared to current levels of 22% (2022: 19%).
· Our US footprint further expanded in the first half of the year
adding 25 new registered representatives and supporting growth in our total
AuA in Kingswood US to £2.9bn.
· On 9 November 2023, Kingswood completed the disposal of BMI. The
disposal of BMI reflects Kingswood US's strategic decision to optimise its
business portfolio and streamline operations, allowing it to focus on core
strengths and areas of growth within the financial services industry.
· Kingswood US has continued to grow its registered investment
advisor/broker dealer (RIA/BD) business organically through the introduction
of Kingswood Investments (KI) in Q2 2023, an in-house investment banking and
capital markets division to support investment banking capabilities. This
addition, combined with the existing teams, positions Kingswood as a
comprehensive provider of investment banking services in the US.
David Lawrence, Kingswood Chief Executive Officer, commented:
"I am delighted to report continued strong financial progress in 2023, with
revenue for both the Group and the core UK and Ireland business up over 37% on
the prior year.
"As a leveraged growth business, we see operating profit as our key
performance indicator. Whilst this is lower than our forecast when the
publishing our June 2023 interim results, it was up a very healthy 56% in UK
and Ireland and 37% for the Group on the prior year.
"Operational highlights from 2023 include the completion of the acquisition of
our Moloney Investments Limited ("MMPI") to which we have subsequently added
our first "bolt-on acquisition, Baseplan Limited. We have seen forward
momentum in our IBOSS business where we added 17 new IFA firms and now have in
excess of £2bn under our management from both IFA and vertically integrated
flows.
"In the US, we have re-focused the business, introducing "Kingswood
Investments" to provide investment banking and capital markets capability as
well as continuing to onboard advisers using the Kingswood US platform."
Post Period End
As announced on 31 May 2024, the Convertible Preference Shares issued to the
Group by HSQ Investment Limited ("HSQ"), a wholly owned indirect subsidiary of
funds managed and/ or advised by Pollen Street Capital Limited, were converted
into 469,263,291 new Ordinary Shares in the Company ("Conversion") at the
agreed conversion price of 16.5 pence per Ordinary Share. The conversion makes
for a clearer capital structure which the Group hopes will be welcomed by
investors.
In March 2024, the Group appointed a new CFO, Vinoy Nursiah. Vinoy joined
Kingswood from CSC Global Financial Markets, having previously been at
Intertrust and SFM Europe.
2024 Outlook
In the UK and Ireland, our strategic focus continues to be on five key areas:
1. Organic growth - most simply described as "more advice to more
clients".
2. Vertical integration through movement of AuA into our internal
investment solutions where suitable for the client to do so.
3. Further selective M&A.
4. Growth in UK IFA firms using IBOSS as a partner and outsourced DFM
provider.
5. Continuing to respond appropriately to Consumer Duty and continuing
to build a highly professional financial advice led business.
In the US, our strategic focus is on:
1. Continuing the growth trajectory through expansion of RIA/ BD
activity including additional activities approved by FINRA. This includes
expanding employment and office operations and engaging in research
activities.
2. Leveraging technology integration to increase market presence and
strengthen capabilities.
3. Increasing opportunities within investment banking operations and
pursuing selective acquisitions.
Our stated near-term target is to build our AUM/A to in excess of £10bn in
UK&I and £12.5bn for the Group. We expect to achieve both of these
targets during 2024.
In the medium term, we are targeting for Group operating profit to increase to
£25m with AuM/A of £20m.
An abridged presentation of Kingswood's results and strategic direction is
available our website https://www.kingswood-group.com/financial-reports/
(https://www.kingswood-group.com/financial-reports/)
The annual report will shortly be available and can be viewed or downloaded
our website: https://www.kingswood-group.com/financial-reports/
(https://www.kingswood-group.com/financial-reports/)
For further details, please contact:
Kingswood Holdings Limited +44 (0)20 7293 0730
David Lawrence www.kingswood-group.com (http://www.kingswood-group.com/)
Cavendish Capital Markets Limited (Nomad & Broker) +44 (0)20 7220 0500
Simon Hicks / Abigail Kelly
GreenTarget (for Kingswood media) +44 (0)20 7324 5498
Jamie Brownlee / Ellie Basle Jamie.Brownlee@greentarget.co.uk (mailto:Jamie.Brownlee@greentarget.co.uk)
About Kingswood
Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG)
international fully integrated wealth management group. It services circa 20k
clients from a growing network of offices across the UK with overseas offices
in US, Ireland and South Africa.
Kingswood offers a range of trusted investment solutions to its clients, which
range from private individuals to some of the UK's largest universities and
institutions, including investment advice and management, personal and company
pensions and wealth planning. Kingswood is focused on building on its position
as a leading player in the wealth and investment management market through
targeted acquisitions, creating a global business through strategic
partnerships.
Registration number: 42316 (Guernsey)
Kingswood Holdings Limited
Annual Report and Consolidated Financial Statements for the Year Ended
31 December 2023
Kingswood Holdings Limited Kingswood at a glance
• Kingswood Holdings Limited and its subsidiaries (the "Group" or
"Kingswood") is an international, fully integrated wealth and investment
management business listed on the AIM market of the London Stock Exchange
under ticker symbol (AIM: KWG).
• Kingswood offers a range of wealth planning and investment
management solutions to its clients, which range from private individuals to
some of the UK's largest universities and institutions. Kingswood is focused
on becoming a leading participant in its sector through targeted acquisitions
in the UK and US, complemented by strong organic growth.
• The Group's core client proposition centres on primary offerings
in wealth planning and investment management to deliver best in class
financial solutions for its clients.
Kingswood Holdings Limited 2023 Highlights
Strategic Highlights
• At 31 December 2023 UK&I comprised £3.5bn AuM (Assets under
Management) and £5.9bn AuA (Assets under Advice). UK AuM in our market
leading IBOSS model portfolio service (MPS) ended the year at £2.1bn, up
£0.4bn and 25% on the prior year.
• The acquisition of IBOSS Asset Management in December 2021 has
enabled strong flows into group investment solutions and accelerated growth in
IBOSS is a key objective for the business:
Ø During 2023, we re-organised our operating model for growth investing in
additional business development managers (BDM), investment professionals and
operational capability. In 2023 we on-boarded 17 new independent financial
advisor (IFA) firms, up 42% on the prior year.
Ø IBOSS AuM model by IBOSS for Kingswood clients and those of external IFA's
was £2.1bn at 31 December 2023, an increase of £0.4bn on the prior year.
Ø In 2023, IBOSS became the only discretionary fund management (DFM) provider
to win FTAdviser's 5 Star Award for four consecutive years, retained its 5
Star and 5 Diamond Defaqto ratings and gained further recognition from the
adviser community by scooping three accolades at the Citywire Wealth Manager
Awards.
• Kingswood places clients at the heart of everything we do and we
are extremely proud to have retained our 4.8 out of 5 star rating on
VouchedFor, home to the UK's most trusted advisers.
• Kingswood was named as one of the UK's 'Best Workplaces for Women'
in 2023, by Great Place to Work. We continue to make progress in addressing
diversity imbalances across the organisation and remain committed to
increasing the female representation of our UK adviser population to at least
25% in the medium term, compared to current levels of 22% (2022: 19%).
• Our US footprint further expanded in the first half of the year
adding 25 new registered representatives and supporting growth in our total
AuA in Kingswood US to £2.9bn.
• On 9 November 2023, Kingswood US sold its broker-dealer, Benchmark
Investments, LLC (BMI). The sale of BMI reflects Kingswood US's strategic
decision to optimise its business portfolio and streamline operations,
allowing it to focus on core strengths and areas of growth.
• Kingswood US has continued to grow its registered investment
advisor/broker dealer (RIA/BD) business organically, and through the
introduction of Kingswood Investments (KI) in Q2 2023, an in-house investment
banking and capital markets division to support investment banking
capabilities. This addition, combined with the existing teams, positions
Kingswood as a comprehensive provider of investment banking services in the
US.
Kingswood Holdings Limited
2023 Highlights
2023 Financial Highlights
Continuing Operations:
Group revenue was £86m; £23.6m or 38% higher than 2022 reflecting resilience
to market headwinds and the benefit of acquisitions in the current and prior
periods:
• UK and Ireland (UK&I) revenues increased to £46.6m, a 37.5%
increase year on year.
• US revenues (the Company has a 50.1% interest in Kingswood US, LLC
and accordingly is fully consolidated into Group reporting) of £39.6m
increased 37.8%.
Group operating profit from continuing operations was £10.8m, an increase of
£3.0m or 37.9% compared to 2022.
• UK&I operating profit of £8.9m was £3.2m or 56% higher than
2022.
• US operating profit of £1.9m from continuing operations decreased
by £0.2m, or 11%.
The statutory loss before tax at 31 December 2023 of £13.3m, was £2.0m
higher than the prior year. The Group incurred £7.3m of finance costs during
the year on debt facility drawdowns, reflective of our strategy to use
leverage as an accelerant for growth. Non-recurring costs, including broker
fees on M&A transactions and costs incurred to reposition the business,
totalled £4.7m for the year, a decrease of £1.6m compared to the prior year.
Non-cash impacting items of £10.4m were £1.9m higher than 2022 and included
amortisation of intangible assets, finance costs recognised on the unwinding
of deferred consideration and preference share dividends.
£000's (unless otherwise stated) 2023 2022* Change %
Total Revenue 86,160 62,562 37.7%
Group Recurring Revenue % 58.7% 71.6% (12.9)%
Operating Profit 10,816 7,842 37.9%
Loss before tax (13,261) (11,221) (18.2)%
Total Equity 60,899 73,979 (17.7)%
AuM (£m) 3,513 3,185 10.3%
AuA (£m) 8,817 7,268 21.3%
Number of Advisers - UK& Ireland 117 100 17.0%
Number of Authorised Representatives - US 232 217 6.9%
*The 2022 Group results are restated following a successful sale of a US
subsidiary which is presented as discontinued operations in 2023.
Discontinued operations
• The Group's US business sold its broker-dealer subsidiary BMI,
renowned for offering a variety of financial services to both institutional
and retail clients, for proceeds of $5m (£4.1m). The sale of the business
completed on 9 November 2023. In the period through to its disposal the
business generated revenue of £38m (2022: £83m) and a net loss of £0.6m
(2022: net profit £0.3m). The Group's prior year results are restated
following sale of the subsidiary which was designated as a discontinued
operation in 2023.
Kingswood Holdings Limited Chairman's Statement
I am pleased to report that 2023 has been another year of solid performance
for the Kingswood Group. Despite challenging market conditions, the Group
achieved growth in AuM/A, revenue and operating profit.
We are delivering our growth strategy set out in 2019 to create a leading
international wealth and investment management business. The UK and US wealth
management sectors continues to exhibit strong, long-term growth
characteristics supported by demographic trends, and opportunities for ongoing
consolidation within what continues to be a fragmented industry.
In the UK we are reporting record levels of revenue and operating profit with
significant growth across Wealth Planning (WP) and Investment Management (IM).
Under the leadership of our CEO David Lawrence, growth is supported by a
strong and unrelenting focus on our client experience, a progressive
investment in technology and an equal investment in our colleagues, all of
which is underpinned by strong integration and operational excellence.
We have established ourselves as an M&A counterparty of choice and have a
proven integration capability with an ability to complete over 10 integrations
per year. Since 2018, the Group has acquired 22 UK wealth management
businesses which are projected to deliver strong, sustainable revenues and
operating profit. In the UK&I we now have 117 financial advisers and
investment managers operating across 19 locations to support our retail and
institutional client base. IBOSS provides Kingswood with an award-winning
investment offering to our clients.
Under the leadership of Mike Nessim, our US CEO, the US business delivered
another year of growth and business expansion, adding 25 new registered
representatives and growing total assets under management by $0.8bn to $3.7bn.
The sale of BMI optimised the US business and streamlined back-office
processes and regulatory oversight while delivering an improved experience to
advisors and clients in the US. Kingswood US has continued to grow its RIA/BD
business organically through the introduction of Kingswood Investments (KI) in
Q2 2023, an in-house investment banking and capital markets division to
support investment banking capabilities. This addition, combined with the
existing teams, positions Kingswood as a comprehensive provider of investment
banking services in the US.
We have benefitted from our partnership with Pollen Street Capital which
continues to invest in the business to enable our acquisition and growth
strategies. As planned during the year we drew down on our debt facility to
provide funding to accelerate strategic growth as well as to fund existing
deferred consideration liabilities.
The Board places great importance on building a business with strong
governance and a culture that supports sustainable long-term success. With
that in mind we focus on where we can make the largest positive impact on the
environment, both in measuring and reducing our carbon footprint and offering
clients a suite of ESG portfolios which take account of environmental, social
and governance issues. We are committed to creating a workplace and culture
that is welcoming and inclusive for everyone and have seen much success in the
employee-led Diversity and Inclusion Forum launched last year. We will
continue to make a significant investment in learning and development for all
colleagues by launching career paths and supporting colleagues with their
professional and career development.
We continue to invest in our client experience through technology and other
means. The client portal we launched in 2022 in the UK, Kingswood Go, is
transforming our client experience by providing a single client sign-on and
view across multiple platforms. We are also improving operational efficiency
and client experience through the creation of a client facing digital fact
find and automated suitability reports. In the US we have invested in
technology infrastructure to provide advisors with a superior integrated
wealth management platform offering products such as Annuities, Equities,
Alternatives, and Mutual Funds.
Kingswood Holdings Limited Chairman's Statement
The Board continues to operate a robust risk management framework so that we
can maintain compliance with our regulatory responsibilities and ensure both
customers and suppliers are always treated fairly. Jonathan Freeman, in his
capacity as an independent Non-Executive Director, continues to assume
responsibility for ensuring that the Group has appropriate corporate
governance standards in place and that these standards are applied within the
Group as a whole.
Turning to 2024, the UK macroeconomic outlook in the short term remains highly
uncertain, and recessionary risks are still at play. Nonetheless, the
fundamental opportunity for Kingswood remains strong, driven by the market
opportunity. We look to the future with confidence.
Finally, on behalf of the Board, I would like to thank our management team and
all our colleagues for their effort, focus and commitment to achieving our
goals in what has continued to be a challenging operating environment.
David Hudd Chairman
Date: 27 June 2024
Kingswood Holdings Limited
Chief Executive Officer 's Statement
Introduction
I am delighted to present our financial results for 2023.
As with previous years, I will limit my comments to that of the UK and Ireland
business and am accordingly grateful to Mike Nessim (US CEO) for his comments
on our US business.
Market Overview
Following on from 2022, macro-economic headwinds continued during 2023, most
notably higher than desirable inflationary pressure and high interest rates.
This and a higher cost of living continues to impact our clients, most of whom
are considered to be "mass affluent" and accordingly by no means immune to
these issues.
The financial markets remained unpredictable for most of 2023, directly
impacting the many Kingswood clients either saving for retirement or in
retirement, although it was pleasing to see some stability and growth return
during Q4 2023.
Our clients want us to provide sound advice on some of the things that matter
most in life. They trust us to do this well and, in most cases, also want us
to manage their investments. On this point, our diversified investment
approach and long track record of high performance matched with low volatility
remains very appropriate to our client's needs.
Despite the macro-economic uncertainty and still unpredictable markets, the UK
wealth management sector continues to exhibit strong, long-term growth
characteristics as supported by the recurring nature of its revenues and
demographic trends.
Complexity in laws and regulations continue to increase, not least in 2023
through the introduction of Consumer Duty, though much of this is welcome and
directly links to the highly professional and client centric business that we
aspire to be.
Business Overview
Our strategic focus is single-mindedly on both Financial Advice / Planning and
Investment Management activity, relying on external expertise for other
aspects of the client value-chain.
We have a broad Financial Advice Proposition that is holistic in its nature.
This is predominantly delivered to clients face to face. Our Financial
Advisers take time to understand our clients, their goals and what is
important to them. From this, we are then able to provide a comprehensive
range of solutions to meet their needs. By building enduring relationships
with clients, we can help realise the best financial outcomes for them. Our
taglines of Advice Every Step of the Way and Protect and Grow are perfect
manifestations of this.
The acquisition of IBOSS Asset Management in December 2021 has allowed us to
deepen our Investment Management offering with an enhanced research
capability, ably led by our CIO Chris Metcalfe and Head of Investment
Management, Paul Surguy.
For Private Clients our proposition now comprises: IBOSS Model Portfolio
Service (MPS), Kingswood Personal
and Kingswood AiM portfolio.
IBOSS Model Portfolio Service - in addition to a core range of actively
managed risk-rated portfolio's, we provide Passive, Decumulation, and
Sustainable variants too. This is our Central Investment Proposition (CIP) and
is available on most of the recognised third-party platforms.
Kingswood Holdings Limited
Chief Executive Officer's Statement
Kingswood Personal - a more tailored investment management service, often
provided in parallel to a financial adviser relationship but led by an
Investment Manager
Kingswood AiM Portfolio - launched in December 2022 to help clients with their
Inheritance Tax and similar needs.
For Institutional Clients, particularly UK universities, we continue to
provide a long-standing Fixed Income and Treasury offering led by Nigel
Davies.
Delivering Business Growth
The UK strategy is focused on building a leading business in the sector. Our
delivery of this is through the optimising of a series of value drivers:
Acquisition
Following a frenetic 2022 which saw Kingswood purchase ten Financial Advice
businesses, during 2023 we took a conscious decision to focus on taking time
to fully integrate and digest these businesses. This coincided with what we
felt were becoming unsustainable purchase multiples and the increased cost of
capital.
During Q1 2023 we did, however, conclude the purchase of Barry Fleming and
Partners Limited, based in Newbury, increasing our presence in the Thames
Valley area and creating a hub. We also closed the purchase of Moloney
Investments Limited (MMPI), based in Dublin. This purchase has created an
exciting entry point for Kingswood into the Irish market. The market displays
similar features to those seen in the UK and some strong growth opportunities.
We have subsequently concluded our first "bolt-on" acquisition in Ireland,
Base-Plan Limited which closed in Q1 2024. The acquisition of Barry Fleming
and MMPI have added a further £0.7bn AuA; 21 advisers and £3.8m Operating
Profit to the Group.
We continue to explore additional acquisition opportunities both in the UK and
in Ireland as we position Kingswood for further growth.
Integration
Effective integration is critical to an acquiring business such as Kingswood.
Capably led by our COO, Harriet Griffin, we have built a highly effective,
collaborative and repeatable process for integration which is both client and
colleague centric and respectful of the business being purchased.
Kingswood Holdings Limited
Chief
Executive Officer's Statement
Organic Growth
Kingswood exhibits a clear point of difference to its most obvious competitors
in that it has three clear routes to market in terms of organic growth.
• Growth in Financial Advice activity - an increase in adviser numbers of
17
We are actively hiring new financial advisers, as well as developing
colleagues within the business in other roles who wish to become financial
advisers. This creates the capacity required for organic growth.
In terms of client demand, Kingswood is typically purchasing businesses where
the principals remain committed and, in many cases, have unfulfilled ambitions
but welcome the freeing up of some of the bureaucracy that has crept in to
allow them to get back to advising clients. By creating the right environment
for this and supporting the business where needed, we can foster an
environment of organic growth. In addition to this, other initiatives to
support organic growth range from strategic alliances with professional firms
to introducing clients to early digital lead creation.
• Growth from vertical integration - £1.1bn at 31 December 2023, compared
to £650m in 2022.
Acquiring IBOSS gave Kingswood a Model Portfolio Service (MPS) solution and
Centralised Investment Proposition (CIP) that has a long-term track record of
high performance and low volatility, supported by an award-winning service
proposition. Advisers and firms are not targeted in any way to move monies to
our CIP, although from the individual client appraisal process we consider it
will be more suitable than their existing investment solution in a large
number of cases. Total vertically integrated assets were £1.1bn at FY23
representing over 20% of platformed AuA, and have aspiration over time to
transfer up to 40%.
Bryan Parkinson, appointed in March 2024 as MD, Head of Wealth Planning will
spearhead both organic and vertically growth in 2024.
• Onboarding of IFA firms into IBOSS - 17 new IFA firms onboarded
IBOSS core activity is the provision of out-sourced discretionary fund
management (DFM) services to IFA firms. 2023 remained challenging here with
existing client IFA firms needing greater reassurance and investment of time
and new IFA targets showing reluctance to change their approach in a turbulent
market.
In H2 2023, as markets improved, we took the opportunity to reorganise the
IBOSS Business Development activity, hiring new BDM's to support our growth
ambition. Since then, over the remainder of 2023 we have on-boarded 12 firms
in 5 months with a very strong forward pipeline as well. This has coincided
with a period of increasingly high performance across the IBOSS portfolios and
the emerging introduction of enabling technology, all of which gives us
confidence for 2024.
• Institutional Growth
Kingswood's excellent reputation with UK universities and similar institutions
enables the onboarding of new clients each year and 2023 was no different.
This part of Kingswood demonstrates c.10% growth p.a.
Kingswood Holdings Limited
Chief Executive Officer's Statement
1 Building a Leading and Progressive Business
a. We appointed Paul Hammick as our Chief Risk Officer in April 2023,
introducing deeper capability to this aspect of our business. With increased
regulation (such as Consumer Duty) and regulatory scrutiny more generally,
enhancing this function should serve us well.
b. Under the leadership of Rachel Bailey (Chief People Officer), we continue
to actively invest in our colleague proposition with a clear aim to become a
magnetic people business. We have continued to invest in deepening our
learning and development for all colleagues, launching our accelerator
programme for advisers of the future, seen further adviser academy graduations
and the completion of ongoing leadership development programmes.
Diversity is a challenge in our sector and where we aspire that at least 25%
of our financial advisers will be female in the medium term, compared to 20.4%
at end of 2023 (c.19% at 2022). We are publishing our gender pay gap report
with these results.
Under the leadership of Lucy Whitehead (Chief Client Officer), we continue to
invest in our client experience through technology and other means. Following
launch of our client portal - Kingswood Go in 2022, we now have over 7,500
clients registered. We have also responded positively to the requirements of
Consumer Duty and are further embedding the principles of this in the
business. We are also proud to have a net promoter score (NPS) of 88 which
demonstrates our commitment to ensuring service is central to our offering. We
continue to measure regularly client sentiment which drives our ambitions for
service excellence in our ambitions for service excellence in the business.
c. In 2024 we look to invest in and transform our finance and data
capabilities and were pleased to announce the appointment of our new Chief
Financial Officer, Vinoy Nursiah earlier this year who will lead this
work.
Dimensions
As at 31 December 2023, the UK&I business employed 367 people, of which
117 are client facing financial advisers / investment managers operating from
19 locations with £3.5bn asset under management and as further £5.9bn asset
under advice / influence.
UK& Ireland
KPIs 2023 2022 2021 2020
Employees 367 335 203 185
Advisers 117 100 70 64
Locations 19 17 14 11
AUM (£bn) 3.5 3.2 1.7 1.4
AUA (£bn) 5.9 4.9 3.2 2.8
Kingswood Holdings Limited
Chief Executive Officer's Statement
Outlook
Building on the 17 acquisitions completed under my leadership to date and
those that came before, we are well placed to maintain momentum in this area
with a healthy pipeline of future opportunities at various stage of study and
negotiation.
Organic growth is a core focus post integration where we can confidently
expect year on year growth in initial and ongoing fees from assets under
advice, in addition to which we expect to see a healthy migration of assets to
our CIP and an increase in IFA firms using IBOSS as their outsourced DFM.
I believe that successful firms will not only truly put the client at the
heart of the relationship, but will also be highly accessible, have clear
propositions and most importantly provide great value for money. Technology
plays a key part in this as do our colleagues hence the focus on these areas
as part of our strategy.
Key Performance Indicators
Vinoy Nursiah, Group CFO goes into more detail on financial performance in his
section but total revenue for the year was £46.5m, a 38% increase on the
prior year reflecting the impact of recent acquisitions. 85% of UK&I
revenue is recurring in nature providing a strong, annuity style fee stream
which is critical to delivering sustainable, long term returns to
shareholders.
£000's (Unless otherwise stated) 2023 2022 2021
Total Revenue 46,545 33,844 21,889
Recurring Revenue % 85% 88% 87%
UK&I Operating Profit 15,677 11,488 6,144
To conclude, growing a sustainable business at the pace at which we are doing
it requires colleagues who are special individuals. I am proud not only of our
leadership team but of what everyone in Kingswood does each and every day for
our clients and each other, without which the exciting story outlined in this
report would not be possible.
David Lawrence
Chief Executive Officer
27 June 2024
Kingswood Holdings Limited
US Chief Executive Officer's Statement
Introduction
Kingswood US is a premier wealth management firm with c$3.7 billion in assets
and offices throughout the United States. With both an SEC-registered
registered investment advisor (RIA) and a financial industry regulatory
authority (FINRA)-licensed broker/dealer in-house alongside an
institutional-quality product offering and a personal approach to service,
Kingswood is an ideal partner for independent financial advisors looking for a
new place to call home. The business also includes Kingwood Capital Markets, a
national investment banking platform that leverages our expanding distribution
channels and drives growth across equity and debt advisory, capital raising
and M&A.
2023 was another year of growth and business expansion for Kingswood US. We
were thrilled to be recognised with important industry accolades: Kingswood
Wealth Advisors, LLC (our RIA) was named to the USA Today and Statista list of
Best Financial Advisory Firms for 2023, and Kingswood Capital Partners, LLC
(our broker-dealer) was named to the IBD Elite 2023 by Financial Planning
magazine.
We added 25 new registered representatives, which further expanded our U.S.
footprint and grew our total assets under management by $0.8bn. Our newest
members cited access to a larger universe of services, solutions and
technology for their clients as a chief reason for their transition. We
continue to grow the team, seek out strategic relationships to help these
advisors expand their infrastructure and technology ecosystem, and work with
innovative investment providers to help meet the needs of our financial
advisors and their clients.
We continued to expand our in-house Investment Banking offering, which focuses
primarily on providing access to capital for mid-market businesses that are
undergoing varying degrees of operational, financial or market-driven change.
We expanded our team of seasoned professionals, all of whom bring relevant
industry relationships and a broad network of internal and external operating
resources that can strengthen client businesses and enhance value. As part of
this expansion, Kingswood also added new offices in New York, NY; Miami, FL;
and Austin, TX.
Lastly, the completion of the BMI sale enabled us to consolidate our two
SEC-registered RIAs, Benchmark Advisory Services, LLC and Kingswood Wealth
Advisors, LLC, under the Kingswood Wealth Advisors (KWA) brand which
streamlines back-office processes and regulatory oversight while delivering an
improved experience to advisors and their clients.
Overview: U.S. Wealth Management Market 2023
Overall, the U.S. wealth management market in 2023 was marked by a need for
adaptation and innovation in response to economic pressures, changing client
expectations, and technological advancements. Wealth managers who successfully
navigated these challenges by embracing non-traditional assets and
technologies were better positioned for growth and competitiveness in the
evolving market landscape. Two carryover trends we are paying particular
attention to include:
Economic & Market Conditions
High inflation, market volatility, and fluctuating interest rates create a
challenging environment for wealth managers. These factors necessitate a
closer look at pricing strategies and cost management to maintain
profitability and competitiveness.
Private Markets and Differentiation
As private markets became more mainstream, wealth managers seek to
differentiate themselves by offering niche products, thematic investments, and
direct co-investment opportunities. This focus on unique offerings helped
firms attract and retain very wealthy clients.
Kingswood Holdings Limited
US Chief Executive Officer Statement
Continuing operations:
Key Performance Indicators
$000's (Unless otherwise stated) 2023 2022** Change
Total Revenue 49,379 35,354 39.7%
Gross Profit 8,389 5,344 57.0%
Operating Profit 2,333 2,600 (10.2)%
AuA ($m)* 3,700 2,857 29.5%
# of Authorised Representatives 232 217 6.9%
* The US AUM/A is based on actuals and proforma assets from registered
representatives as at 31 December 2023.
**The 2022 Group results are restated following a successful sale of a US
subsidiary which is presented as discontinued operations in 2023 and 2022.
Mike Nessim
Kingswood US Chief Executive Officer
27 June 2024
Kingswood Holdings Limited
Group Chief Financial Officer
The Group delivered another strong set of results in 2023. The UK&I
reported a material improvement in financial performance supported by
acquisitions in the current and prior period. The US division also reported an
increase in revenue from continued operations driven by growth in RIA/BD
revenues and AuM.
In 2023, we upheld stringent cost and balance sheet discipline and our balance
sheet remains well capitalised. We continue to maintain a strong discipline in
how we think about the businesses we acquire, ensuring that the multiples we
pay are within our risk appetite and funding profile.
Financial Performance - continuing operations.
The Group's financial performance for the year was resilient against market
headwinds demonstrating the inherent strength of the business model's
diversification across both business lines and geography. Group revenue was
£86.2m, a 37.7% increase compared to 2022. Operating Profit of £10.8m from
continuing operations was 37.9% higher than 2022 reflecting both acquisitions
and organic growth across UK, Ireland and the US. Operating Expenditure of
£39.9m was £12.0m higher than the prior year, reflecting the impact of the
Irish acquisition of £4.2m, the impact of acquisitions in the UK business of
£4.1m, higher operating costs in the US £2.6m and higher Central Costs of
£1.0m.
The statutory loss before tax at 31 December 2023 of £13.3m, was £2.0m
higher than the prior year. The Group incurred £7.3m of finance costs during
the year on debt facility drawdowns, reflective of our strategy to use
leverage as an accelerant for growth. Non-recurring costs, including broker
fees on M&A transactions and costs incurred to reposition the business,
totalled £4.7m for the year, a decrease of £1.6m compared to the prior year.
Non-cash impacting items of £10.4m were £1.9m higher than 2022 and included
amortisation of intangible assets, finance costs recognised on the unwinding
of deferred consideration and preference share dividends.
The Group had £18.7m of cash at December 2023, an increase of £2m since 31
December 2022. This increase was driven by £39.0m debt facility drawdowns
received in the year and operating cash flows of £4.6m offset by payments
relating to acquisitions of £24.8m, deferred consideration of £9.6m, and
interest paid on debt facility of £5m. Net Assets were £60.9m, a decrease of
£13.1m compared to the prior year.
Kingswood Holdings Limited
Group Chief Financial Officer
Segmental Analysis
The table below provides a breakdown of the annual financial performance of
the four Operating Segments within the Kingswood Group: Investment Management,
Wealth Planning, Ireland and Kingswood US. The Group separately reports on
Central Costs incurred to support the running of the operating segments and
the parent company.
Investment Management
AuM increased to £3.5bn, with growth of £0.3bn in the year supported by
positive market movements across Q4 2023 and vertical integration, where an
existing Wealth Planning client chooses a Kingswood investment product or
service (MPS/PPS). Vertically integrated assets totalled £1.1bn at 31
December 2023, compared to £650m in 2022. Revenue was £8.0m, an increase of
10.9% compared to prior year and Operating Profit was £3.0m compared to
£2.1m in 2022. Operating Expenditure was broadly flat on 2022 levels.
Wealth Planning
AuA of £5.2bn increased by 5.8% compared to prior year and included £140m of
acquisition related inflows and 2.9% from organic growth. Revenue was £32.4m,
an increase of 21.5% compared to 2022 and Operating Profit was £10.7m, an
increase of 14.5%.
Kingswood Holdings Limited
Group Chief Financial Officer
US
AuA of £2.9bn increased by 29.5% in 2023 on a reported currency basis and
revenue of £39.6m represented an increase compared to the prior year (2022:
£28.7m). The Kingswood US wealth management business increased its authorised
representatives to 232 by December 2023, with $3.7bn of client assets. Due to
Investment Banking revenues being transactional in nature, recurring revenue
in the US is lower than the UK&I and also decreased year over year.
Central Costs were £6.7m in 2023 (2022: £5.8m). The Group continued to apply
prudence to the management of its cost base in 2023. However, costs increased
year over year as a result of the strengthening of the executive team and
central functions to support a larger business.
Reconciliation between Operating Profits and Statutory Profits
Operating Profit is considered by the Board to be an accurate reflection of
the Group's performance when compared to the statutory results, as this
excludes income and expense categories which are deemed of a non-recurring
nature or a non-cash operating item. A reconciliation between operating and
statutory profit before tax for the year ended 31 December 2023 with
comparatives is shown in the table below:
Group
(Restated*)
2023 2022
£ 000 £ 000
Operating Profit 10,816 7,842
Business Re-positioning Costs (1,894) (1,964)
Transaction Costs (2,828) (4,379)
Finance Costs (12,966) (6,398)
Other Finance Costs (6,046) (4,470)
Remuneration Charge (Deferred Consideration) (474) (1,852)
Other Gains / (Losses) 131 -
-
Loss before Tax (13,261) (11,221)
• 2023 Business Re-positioning Costs mainly comprise restructuring
costs, share based payment expenses, US rep recruitment fees and technology
investment costs.
• Transaction costs are acquisition related (legal fees, due
diligence, broker fees and project costs). In 2023 the gain on sale of
subsidiary of £1m is included in transaction costs.
• Finance costs reflect £2.6m dividends that have accrued on the
Group's preference shares in issue and £7.3m of interest accrued from the
debt facility. The remaining £3.1m of finance costs charged to the P&L in
2023 largely comprise costs related to the unwinding of deferred
consideration.
• Other finance costs represent £4.9m from the amortisation of
intangible assets and £1.1m depreciation of Right of Use Assets, property,
and IT/office equipment.
• £0.4m Remuneration Charges reflect deferred consideration
payments resulting from acquisitions completed in 2019 and 2020. Under the
treatment of deferred consideration per IFRS 3, in circumstances where the
payment of deferred consideration is contingent on the seller remaining within
the employment of the Group during the deferred period, the contingent portion
of deferred consideration is treated as remuneration and accounted for as a
charge against profits.
Kingswood Holdings Limited
Group Chief Financial Officer
Discontinued operations
The Group's US business sold, its broker-dealer subsidiary BMI, renowned for
offering a variety of financial services to both institutional and retail
clients, for proceeds of $5m (£4.1m), a gain on sale of £1m was recognised
in 2023. The sale of the business completed on 9 November 2023. The sale
qualifies BMI as a discontinued operation under IFRS 5, "Non-current Assets
Held for Sale and Discontinued Operations." As such, the results of BMI have
been segregated from continuing operations for both the current and prior
periods. The results of BMI up to the date of sale have been presented
separately as discontinued operations. BMI's financial performance during 2023
deteriorated in the period through to its disposal with revenue generated of
£38m (2022: £83m) and a net loss of £0.6m (2022: net profit £0.3m). At 31
December 2022, £7.4m assets and £5.4m liabilities relates to BMI, which was
classified as a discontinued operation (see Note 2 and Note 6 for details).
Balance Sheet
Net Assets at 31 December 2023 were £60.9m (2022: £73.9m). Non-current
assets were £152.5m for the year-ended 31 December 2023 (2022: £132.3m), an
increase of £20.2m compared to the prior year reflecting increases to
intangible assets and goodwill from acquisitions completed in 2023. Current
assets were £33.1m (2022: £29.0m) reflecting a £2m increase in cash and
increase in trade receivables of £9.5m primarily due to £7.4m of assets in
prior year being reclassified to held for sale. Cash at 31 December 2023 was
£18.7m (2022: £16.7m).
Current liabilities were £39.6m at 31 December 2023 (2022: £38.4m). The
increase of £1.2m reflects a £3.1m increase in deferred consideration
liability partially offset by a reduction in US investment banking commission
accruals. Non-current liabilities were £85.1m as at 31 December 2023 (2022:
£49,0m). The increase of £36.1m year over year reflects a £38.5m net
movement on the debt facility and an increase of £4.9m in deferred tax
liabilities, offset by a £6.9m reduction in non current deferred
consideration and £0.4m lease liabilities and other long term liabilities.
Acquisitions
We are pleased with the progress made in expanding Kingswood, with businesses
acquired in UK and Ireland respectively in 2023. We have strong experience
across the senior management team and have developed a strong internal
capability to complete transactions quickly and efficiently.
Our selection process is rigorous, and we look at many factors including
cultural fit, client focus and dedication, and key personnel retention to
preserve and grow those client relationships. Our model is to free up
advisers' time to focus on their clients, and to provide a centralised,
efficient support infrastructure. We are committed to driving organic growth
within every acquired business and bring a 'whole of wallet' approach where
Kingswood can bring considerable additional products and services to the table
for clients, generating revenue growth from the existing client base.
Financially, we assess businesses on strict performance parameters, with a
focus not just on revenue and profit measures but also on Assets under Advice
and Management (AUA/M) and Return on Investment (ROI). Post-acquisition, we
create monthly performance reports against these metrics and adjust strategy
and implementation accordingly.
Kingswood Holdings Limited
Group Chief Financial Officer
Date Acquisition AUM/A £bn No of Advisers Acquired Operating Profit £m
Jan-23 Barry Fleming Partners 0.10 3 0.7
Mar-23 Moloney Investments Ltd (MMPI) 0.60 14 3.1
Total 0.74 17 3.8
Outlook
I was delighted to join the Kingswood team as Group CFO in March 2024. My
experience in business development, client service, finance transformation and
building best-in-class finance teams marries well with Kingswood's next key
phase of its integration programme, underpinning the delivery of the 5 year
strategic plan.
Kingswood remains well positioned as an international integrated AIM-listed
provider in a highly fragmented market of over 27,000 independent advisors
facing the increased regulatory requirements of the FCA's Consumer Duty.
This represents a twin market opportunity of both a flight to quality for
clients and also increased consolidation as regulatory pressures mount on
smaller providers.
Over the last three months, I have worked closely with the Group's highly
talented business leaders, the experienced, engaged and highly supportive
board, shareholders and advisers. It is highly motivating and rewarding to
work alongside such expertise and I am left very optimistic that this
collective will further build upon the Group's successes to date.
In the medium term, we are targeting for Group operating profit to increase to
£25m with AuM/A of £20bn:
· Of which, UK&I business will make up £21.5m operating profit
and £15.5bn AuM/A
· In the US, we expect to derive increased value from the now
established Kingswood Investment Banking operations. We will continue to grow
our core RIA/BD business by onboarding additional advisers, as opportunity
allows.
Kingswood's financial strategy is to partner closely with the leadership and
deliver decision support via best-in-class people, processes and platforms to
drive growth, profit and cashflow. We will maintain a robust and disciplined
balance sheet via a risk-based control framework.
Vinoy Nursiah
Group Chief Financial Officer
27 June 2024
Kingswood Holdings Limited Principal Risks and Uncertainties
Principal Risks and Uncertainties
The Board is ultimately responsible for the management of risk and regularly
considers the most significant and potential risks likely to impact delivery
of the Group's strategy. The Board also has responsibility for implementing
and maintaining a Group-wide system of internal controls and a robust risk
management framework, and regularly reviewing the efficiency and effectiveness
of those systems and frameworks.
Our risk assessment process considers both the likelihood and impact of risk
events which could prevent the implementation of Group strategy and have a
material impact on the performance of the Group. These risks can arise from
internal or external events. The principal risks identified as having a
potential material impact on the Kingswood Group are summarised below together
with our mitigation strategies. This list is by no means exhaustive and can
and will change over time.
Overview of Risk Management Framework
Kingswood offers a suite of wealth planning and investment management
solutions to its clients, which range
from private individuals to some of the UK's largest universities and
institutions. Kingswood continues to focus on taking advantage of
consolidation opportunities in the UK, Ireland and US wealth management
sectors to build a larger, scaled business.
In the UK, Kingswood is the 100% owner of a number of regulated entities
offering a full financial planning service primarily to UK based private
client individuals as well as a small number of trusts and corporate clients.
This covers advice on investments, pensions, protections, and a range of other
services.
The Group offers investment management for private client individuals via risk
graded Model Portfolio Services, an OEIC, and Personal Portfolio Services.
There is also an institutional business offering a range of fixed income
mandates to institutional clients.
Some legal entities within the Group are regulated firms. This means that they
have to be approved by the FCA and adhere to regulatory requirements.
Scope
This Risk Management Framework applies to the Group's UK businesses.
1. Governance
The following committees provide formal governance and oversight and oversight
of the Risk Management Framework.
Board: The Board is ultimately responsible for the Risk Management Framework
across the Group. In practice, oversight is delegated to the committees set
out below, with escalation of material items to the Board as required.
Audit & Risk Committee: This committee is responsible for assisting the
Board in its oversight of risk management across the Group. This includes:
· Oversight & challenge to maintain a supportive risk culture
in the Group;
· Reviewing key risk metrics;
· Reviewing the key risk register;
· Overseeing and challenging risk appetite;
· Ensure risks are appropriately identified and managed.
· Monitoring the integrity of the group's financial reporting
· Ensuring effective internal controls are in place
· Monitoring the performance of external audit (and any internal
audit)
Nomination & Remuneration Committee: Oversight and challenge of key
appointments and executive remuneration.
Regulated Entity Boards: Oversight and challenge of overall business
performance, risks, controls and consumer outcomes in respect of the regulated
firms.
Executive Committee: Executive responsibility for ensuring the overall
performance of the firm and its strategy.
Risk & Compliance Committee: The main executive level committee
responsible for the reporting. monitoring, review and challenge of all risk
types facing the firm. This committee is attended by the company executives
and subject matter experts as required. The committee reports the regulated
entity Boards as well as the Audit & Risk Committee.
2. Three Lines of Defence
To ensure the effectiveness of Kingswood Group's risk management framework,
the Board and Senior Management rely on adequate line functions.
1st Line of Defence: All businesses within the group have day to day ownership
and responsibility for their risks.
· Identifying and assessing risks;
· Managing & controlling risks;
· Measuring risks and developing key risk indicators;
· Mitigating risk and balancing reward;
· Reporting and escalation.
2nd Line of Defence: Kingswood maintains an independent 2nd line Risk &
Compliance function that provides support and independent challenge to the
first line. Responsibilities include:
· Design & operation of the Risk Framework;
· Risk Assessment;
· Risk Appetite;
· Risk reporting;
· Independent 2nd line assurance testing;
· Challenge and oversee the adequacy of controls & action
plans.
3rd Line of Defence: The Group commissions external consultants in lieu of an
internal audit function in order to challenge the adequacy of our Risk
Management and Compliance Frameworks.
3. Risk Framework
The Risk Framework details the core risk management components and structures
used across the firm, and defines a consistent and measurable approach to
identifying, assessing, measuring, monitoring, controlling, mitigating, and
reporting risk.
The remainder of this section sets out the techniques and organisational
arrangements that ensure all principal risks facing the group are identified
and understood along with the processes in place to protect the group and
prevent detriment to its customers and colleagues.
4. Risk Types
Risk Type Risks identified
Capital · Cash position;
· ICARA;
· Funding
Liquidity · Corporate cash deposited with external banks;
· Failed trades;
· Indirect liquidity risk associated with client portfolios;
· Poor or uncertain streams of income;
· Low current ratio <1 (current asset / current liabilities)
Market · Impact on revenue from market movements (i.e. interest & foreign
exchange rates, equity & commodity prices, margin, credit spreads &
implied volatilities & political/country risk);
· Indirect market risk in client portfolios
CASS · Client cash deposited with external banks (CASS rules)
Climate · Inability to comply with reporting and disclosure requirements
Change / Execution · Acquisitions and adaptations to inorganic growth;
· Technology and regulatory developments
Compliance & Corporate Governance · Governance arrangements, (including Product Governance);
· AIM listed company obligations;
· Risk and Compliance monitoring plan
Conduct file quality - (investment) · Suitability of client files;
· Investment Manager Training & Competence scheme
Conduct file quality - (wealth planning) · Suitability of client files;
· WP T&C scheme
Conduct (other) · Employee behaviours, client centric culture
· Senior Manager & Certification Regime and regulatory conduct
Data · Protection and integrity of client data
· Protection and integrity of firm data (corporate and employee)
Enterprise-Wide Risk Management Framework · Risk management identification, assessment and management
Financial Crime · Identification or prevention of suspicious activity from clients, third
parties and employees
· Inadequate systems & controls to mitigate organisational
vulnerabilities to Market Abuse Regulation, Anti Money Laundering, Anti
Bribery & Corruption
Information Security and Cyber · Data loss
· Data/Cyber Security and unauthorised access
· IT infrastructure
Insurance (Group) · Inadequate cover (Professional Indemnity Insurance, Physical, Employee)
· Poor coverage of perils
Operational Resilience · Business continuity
· Disaster recovery plan and crisis management
Business Process (investment operations) · Systems
· Process
· People
Business Processes (wealth planning) · Systems
· Process
· People
People · Resourcing and key person dependency
· Skills and capacity of future workforce
Regulatory & Legal · Risk of regulatory fine or censure
· Litigation, reputational damage
· Complaints upheld
Third Party · Supply chain risks
· Procurement
· Competition risk
5. Risk Appetite
Risk appetite statement is an expression of how much risk the Group is willing
to take. Some risks must be taken, but these should be managed. Other risks
must be avoided such as harm to customers or lack of compliance with
regulation.
The Board has the ultimate responsibility for the development of appropriate
strategies, systems, and controls for the management of risks within the
business.
The risk appetite statement is reviewed at least annually, or more often as
deemed appropriate. Any high risks are required to have a clear mitigation
plan presented to the Audit & Risk Committee
6. Risk Assessments
The Group identifies its key risks via a Top-Down Risk & Control
Self-Assessment. This is intended to identify the key risks facing the Group
as a whole. The 'risk-map' is regularly reviewed by the Risk Committee and
by the Audit & Risk Committee. Risks are assessed on a likelihood and
impact basis with key controls and further mitigating actions identified.
More detailed process risk assessments make take place on an ad-hoc basis in
relation to particular processes, systems or areas of risk.
7. Risk Events / Breaches
The Risk team maintains a log of Risk events and breaches to ensure that any
affected clients are put back in the position they would have been had there
been no incident.
The team also ensures that the risk event is understood, and that appropriate
corrective actions are taken as well as preventative actions to minimise the
risk of future reoccurrence. Root causes, themes and trends are monitored to
identify any areas for further attention.
8. Key Risk Indicators
A suite of measures are maintained each month to track movements in the key
risks as per the Risk map.
These include:
· File review results;
· Annual reviews;
· Complaints;
· Incidents;
· Breaches;
· Compliance monitoring actions;
· Any actions arising from independent 2nd line and external
assurance reviews.
9. Monitoring and Reporting
The Kingswood Risk team coordinates monthly reporting to the Risk Committee
and quarterly to the Audit & Risk committee.
10. ICARA & IFPR
Under the IFPR rules, the investment entities within the Group are required to
complete an ICARA which may be subject to review by the FCA as part of their
Supervisory and Evaluation process (SREP). The Group has two investment
management subsidiaries subject to this regulation - IBOSS Asset Management
and Kingswood Investment Management - and both are assessed separately.
The ICARA covers:
· Minimum capital calculations
· Base case financial forecast
· Material Harm analysis
· Liquidity Risk analysis
· Stress testing
· Wind down plan
· Disclosures
The ICARA is managed by the Finance & Risk teams and updated regularly
throughout the year and formally on an annual basis.
Kingswood Holdings Limited Corporate social responsibility
Introduction
Our commitment to Corporate Social Responsibility (CSR) reflects our values
and our aspiration to create long-term value for all stakeholders, including
our clients, employees, shareholders, suppliers, communities, and the
environment. By embedding Corporate Responsibility in everything that we do,
we will ensure that every single touch point for our clients adheres to
consistent standards and objectives.
Our Environmental, Social, and Governance (ESG) framework helps us to identify
and manage the material risks and opportunities related to environmental,
social, and governance factors that can impact our long-term financial
performance. This combined approach to CSR and ESG is integral to our strategy
and our mission to be a sustainable and responsible business.
This CSR and ESG statement outlines our approach, our key priorities and our
progress in the past year. As an acquisitive-based organisation, we also use
measurement practices on our new acquisitions to ensure we have a clear
benchmark upon integration into the Group.
Our Approach
Our approach to CSR and ESG is based on our commitment to creating sustainable
value for all our stakeholders. We believe that our business operations should
be conducted in a responsible and ethical manner that promotes economic,
social, and environmental well-being. To achieve this, we have developed an
ESG framework that is integrated into our business strategy, decision-making
processes, and risk management framework. Our approach is guided by our values
of impact, teamwork and integrity, and a respect for human rights and the
environment.
Our Key Priorities
We are consciously focusing on where we can make the largest positive impacts
on the environment and have identified the following ESG priorities as the
most significant for our business and stakeholders: climate change, labour
practices, data privacy, and stakeholder engagement. We recognise the
potential risks and opportunities associated with these issues and have
prioritised our efforts accordingly. We have established targets and KPIs to
measure our performance and progress in these areas, and we regularly review
and update our strategy to reflect changes in the external environment and
stakeholder expectations.
On a continuous basis we are looking at how we can both improve the client
experience as well as reducing our impact on the environment. Our
partnership with Ecologi has enabled us support projects in the world that
support carbon regeneration.
The increasing requirements from clients for flexibility has allowed through
the use of technology for our frontline teams to be able to meeting with
clients virtually when required which not only provides clients with that
visual connection but it also supports our impact on the environment.
"Kingswood Go", our client portal has an increasing number of clients using
the application. Not only does this application provide high levels of
security to our clients for peace of mind, but it also allows for documents to
be shared digitally and portfolio valuations to be available to clients which
eliminates the need for printing and mailing of documents. This digital
solution not only saves costs and reduces paper waste, but also enables our
customers to access information more quickly and conveniently.
We believe that offering flexibility in the way that we work is an important
way to reduce our carbon footprint and promote sustainability, while also
encouraging a greater work-life balance for all our employees. We recognise
the importance of diversity and inclusion, and we are committed to fostering a
culture that values and promotes it at all levels of our organisation.
Research shows that by 2025, 60% of the UK wealth pool will belong to women so
it is crucial that we have appropriate female representation in our
organization. Over 2023, we are proud that 20% of our frontline advisers were
female, and increasing this percentage continue to be an area of focus for
us.
Kingswood Holdings Limited Corporate social responsibility
Our Performance
During 2023, we remained focused on becoming a more responsible corporate
citizen in the communities in which we operate, taking the following actions
across our ESG framework:
The environment
• Our usage of DocuSign has seen us save over 160k sheets of paper
and 13.5 lbs of Co2 over 2023
• Increased the number of client registrations on Kingswood Go to
over 7,500 since launching in March 2022.
• Our partnership with Ecologi, a climate solution has enabled us to
offset our entire carbon footprint through supporting a broad range of carbon
avoidance and reforestation around the globe.
Social
• Actively supported several initiatives, including 'Black History
Month', with diversity and inclusion remaining at the forefront of our agenda.
• Continued to develop our people through the roll-out of our
Leadership Development Programme and extension of our Career Development
Program.
• Heightened the focus on awareness dates that would affect a broad
range of colleagues, such as Mental Health Awareness and introduced our mental
health first aiders as a package of initiatives to colleagues when they need
them.
• Continued to deliver an outstanding service to our clients across
the globe. In the UK we continue to rate
4.8/5 on Vouched For and regularly survey our clients, achieving a Net
Promoter Score of +88 in December 2023 (2022: +46).
• In the UK we committed all fundraising activities to our charity
of Mind, which was chosen by our colleagues. In the US we are passionate
about serving our communities and are proud to support A friend's house, Skull
Games and Camp Cowboy supporting military families with financial
contributions and the gift of our team members' time.
We currently have 400 employees across our global operations:
Kingswood Holdings Limited Corporate social responsibility
Governance
• Demonstrated our commitment to improving our diversity and
inclusion practices through increasing the female representation of our Board
from 14% to 38%. We believe that this has brought us closer to achieving our
goal of having a board that reflects the diversity of our stakeholders.
Our Governance
Our CSR and ESG governance structure is based on best practices and ensures
that we have clear accountability, oversight, and transparency. Jonathan
Freeman, in his capacity as an independent Non-Executive Director, continues
to assume responsibility for ensuring that the Group has appropriate corporate
governance standards in place and that these standards are applied within the
Group as a whole. Our Chief Client Officer, Lucy Whitehead, assumes
responsibility for our ESG initiatives and reporting to the Board.
We engage with our stakeholders regularly to ensure that their views and
concerns are taken into account. We also disclose our ESG performance through
various channels, including in our Annual Report, and company website.
Future commitments
We are committed to continuous improvement in our CSR and ESG performance and
have outlined our commitments for the coming years below. We believe that
these commitments will help us to create long-term value for our stakeholders
and contribute to a more sustainable and responsible future.
· Reduce our carbon emissions intensity year on year.
· Providing further educationally based training for colleagues to learn
more about diversity and behavioural issues in the workplace.
· Continuing our mission to support diversity and have a collegiate
workforce
We welcome feedback and suggestions from our stakeholders on how we can
continue to improve our CSR and ESG practices and outcomes.
Kingswood Holdings Limited Board of directors
Governance
The Directors of Kingswood Holdings Limited recognise the importance of sound
corporate governance and have chosen to apply the Quoted Companies Alliance
Corporate Governance Code (the QCA Code). The QCA Code takes key elements of
good governance and applies them in a manner that is workable for the
different needs of growing companies and was developed by the Quoted Companies
Alliance as an alternative corporate governance code applicable to AIM
companies.
Jonathan Freeman, in his capacity as an independent Non-Executive Director,
has assumed responsibility for ensuring that the Group has appropriate
corporate governance standards in place and that these requirements are
followed and applied within the Group as a whole. The QCA Code corporate
governance arrangements that the Board has adopted are designed to ensure that
the Group delivers long term value to its shareholders and that shareholders
have the opportunity to express their views and expectations for the Group in
a manner that encourages open dialogue with the Kingswood Board.
Kingswood's Board has the responsibility to set strategy for the Group and to
monitor the performance of the operating subsidiaries. The subsidiary boards
have the responsibility to oversee, govern and direct the operations of the
subsidiary entities in line with relevant rules and regulations and overall
Group strategy.
The respective Boards have established various committees, each of which has
written terms of reference. The principal committees of the Group Board are
the Audit and Risk Committee and the Nomination and Remuneration Committee.
The principal methods of communicating the application of the QCA Code are
this Annual Report and the Group's website which sets out the 10 QCA Code
principles and how Kingswood Holdings Limited complies with those principles
and the related disclosures: www.kingswood-group.com/corporate-governance.
(http://www.kingswood-group.com/corporate-governance) The Group applies all
the QCA principles in full.
Corporate governance structure
The role of Non-Executive Chairman is held by David Hudd. The Board considers
that the Non-Executive Directors provide a strong and consistent independence
to the Executive members. During the year, two new independent Non-Executive
Directors, Gemma Godfrey and Jane Millar joined the Group.
None of the Non-Executive Directors are involved in the day-to-day management
of the Group and are free from any business or other relationship which could
materially interfere with their judgement. Biographies of the Non-Executive
Directors are contained on pages 33 to 35.
Kingswood Holdings Limited Board of directors
During the year ended 31 December 2023, the Non-Executive Chairman was
responsible for leadership of the Board, creating conditions for the
effectiveness of the Board and individual Directors and developing the Group's
strategy. The CEO and US CEO were responsible for running the Group's business
day to day and, subject to Board agreement, the implementation of strategy.
The minutes of scheduled meetings of the Board are taken by the Company
Secretary. In addition to constituting records of decisions taken, the minutes
reflect questions raised by Board members in relation to the Group's business
and, in particular, issues arising from the reports included in the Board or
Committee papers circulated prior to the relevant meeting. Unresolved issues
(if any) are recorded in the minutes.
Corporate governance and the management of the Group's resources is achieved
by regular review and discussion, through meetings and video calls, monthly
management accounts, presentations and external consultant reports and
briefings.
Independence of Board of Directors
The Board considers that all Non-Executive Directors bring an independent
judgement. The QCA code recommends that at least two independent Non-Executive
Directors sit on the Board. At year-end, the Board had nine members, with one
Executive and eight Non-Executive Directors. David Hudd, Gemma Godfrey, Jane
Millar and Jonathan Freeman are considered 'independent'. Jonathan Massing,
Gary Wilder, Howard Garland, Duncan Gerard and Lindsey McMurray are not
considered independent due to the size of shareholding they are directly or
indirectly associated with.
During the year under review, the Board comprised:
• Jonathan Freeman (Independent Non-Executive Director)
• Howard Garland (Non-Executive Director) *
• David Hudd (Independent Non-Executive Chairman)
• Jonathan Massing (Non-Executive Director, Deputy Chairman)
• Lindsey McMurray (Non-Executive Director)
• Gary Wilder (Non-Executive Director)
• David Lawrence (Executive Director, Chief Executive Officer)
• Gemma Godfrey (Independent Non-Executive Director)
• Jane Millar (Independent Non-Executive Director)
• Duncan Gerard (Non-Executive Director) **
*Howard Garland resigned from the board on 30 November 2023.
**On 1 December 2023, Duncan Gerard joined the Board as aNon-Executive
Director.
The Board has scheduled meetings at least quarterly with additional meetings
taking place as required. The Board formally met six times throughout the
year. Meetings of the Board are held at the Group's offices in London or via
video call. The number of main Board meetings and committees held in 2023 and
individual attendance was as follows:
Kingswood Holdings Limited Board of directors
Nomination & Remuneration Committee
Director Board Audit Committee
Jonathan Freeman 6/6 4/4 1/1
Howard Garland 1/6
David Hudd 6/6 3/4 1/1
Jonathan Massing 6/6
Lindsey McMurray 6/6
Gary Wilder 5/6
David Lawrence 6/6
Gemma Godfrey 5/6
Jane Millar 1/1 4/4
The Board has approved a formal schedule of matters reserved for consideration
and decision. These are divided into several key areas, including but not
limited to:
· Constitution of the Board, including its various Committees, and
succession planning (as recommended by the Nomination and Remuneration
Committee).
· Group strategy and transactions.
· Financial reporting (including approval of interim and final
financial statements).
· Group finance, banking, and capital structure arrangements.
· Regulatory matters (including the issue of shares, communication,
and announcements to the market).
· Group compliance risk management and control processes and
decisions (as recommended by the Audit and Risk Committee).
· Approval of remuneration policies (as recommended by the
Nomination and Remuneration Committee).
Matters requiring Board and Committee approval are generally the subject of a
written proposal by the Executive Directors to the Board (or Committee) and
circulated prior to the relevant meeting. All Directors receive appropriate
information on the Group comprising a financial report and other relevant
paperwork from each of the responsible executives and other members of senior
management before each scheduled Board meeting. The Executive Directors and
other invited members of senior management present reports to each meeting on
key issues including strategy, risk & compliance, finance, operations,
people, and legal matters.
The Board recognises the importance of on-going professional development and
education, particularly in relation to new laws and regulations potentially
impacting the business of the Group. Such training may be obtained by
Directors individually or through the Group. Directors also maintain knowledge
and skills through their day-to-day roles and may additionally obtain
independent professional advice at the Group's expense. Third party Directors'
and Officers' liability insurance at a level considered appropriate for the
size and nature of the Group's business is maintained.
The terms and conditions of each Director's appointment are available for
inspection at the Group's head office in London during normal business hours.
The letters of appointment of each Non-Executive Director specifies the
anticipated level of time and commitment including, where relevant, additional
responsibilities in respect of the Audit and Risk, and the Nomination and
Remuneration Committees. Details of other material commitments of the
Non-Executive Directors are disclosed to the Board and maintained in a
register by the Company Secretary.
Kingswood Holdings Limited Board of directors
Subsidiary boards
Each of the Group's UK operating subsidiary companies has a separate Board
which meets at least quarterly to discuss key matters pertaining to the
subsidiaries' activities. The Chief Executive Officer, Group Chief Financial
Officer, Group Chief Operating Officer and Group Chief Risk Officer sit on
each of the operating subsidiary boards with Independent NED's attending as
observers. The Group's US interests are ultimately held through its subsidiary
company KW Wealth Group Limited and to date US investments have been reviewed
by the Group Board. In addition, key Group Board members sit on the US
division's advisory board.
Board committees
The Board has established committees including Audit & Risk and Nomination
& Remuneration, each with separate terms of reference. These are available
for viewing at Kingswood's London office.
Audit and Risk committee
The Audit and Risk Committee is chaired by Jonathan Freeman with David Hudd
joining in January 2020 and Jonathan Massing in January 2021. In January 2023,
Jonathan Massing resigned from the committee and Jane Millar joined. The Audit
and Risk Committee is responsible for providing formal, transparent
arrangements to the application of suitable financial reporting and internal
control principles having regard to good corporate governance. The committee
is also responsible for monitoring the external audit function including the
independence, objectivity, and cost-effectiveness of the Group's external
auditor. The meeting is attended by the Group Chief Executive Officer, Group
Chief Financial Officer and Group Chief Risk Officer.
The independence and effectiveness of the external auditor is reviewed
annually. The possibility of undertaking an audit tender process is considered
on a regular basis. The Audit and Risk Committee meets at least twice a year
with the auditors to discuss their appointment, independence and objectivity,
the issuance of the Interim and Annual Reports and any audit issues arising,
internal control processes and any other appropriate matters. Fees in respect
of audit services are set out in note 7 of the Notes to the Financial
Statements. Fees for non-audit services paid to the auditors are not deemed to
be of such significance as to impair independence and therefore the Audit
Committee considers the objectivity and independence of the auditors
safeguarded.
Internal control
The Board is responsible for establishing and maintaining the Group's system
of internal control and for reviewing its effectiveness. The system of
internal control is designed to manage, rather than eliminate, the risk of
failure to achieve business objectives and can only provide reasonable, but
not absolute, assurance against material misstatement or loss.
The Audit and Risk Committee monitors and reviews the effectiveness of the
system of internal control and reports to the Board when appropriate with
recommendations. The annual review of internal control and financial reporting
procedures did not highlight any issues warranting the introduction of an
internal audit function. It was concluded, given the current size and
transparency of the operations of the Group, that an internal audit function
was not required at this time. The main features of the internal control
system are outlined below:
Kingswood Holdings Limited Board of directors
A control environment exists through close management of the business by the
Executive Director. The Group has a defined organisational structure with
delineated approval limits. Controls are implemented and monitored by the
Executive Director.
The Board has a schedule of reserved matters expressly for its consideration
and this includes approval of acquisitions and disposals, major capital
projects, treasury and risk management and approval of business plans and
budgets.
The Group utilises a detailed budgeting and forecasting system. Detailed
budgets are prepared annually by the Executive Directors and senior management
and submitted to the Board for approval. Forecasts are regularly updated to
reflect changes in the business including cash flow projections and are
monitored by the Board. Actual results are monitored against budgets and
variances reviewed by the Board.
Financial risks are identified and evaluated for consideration by the Board
and senior management. Standard financial control procedures are operated
throughout the Group to ensure assets are safeguarded and proper accounting
records maintained.
Nomination and Remuneration committee
The Nomination and Remuneration Committee is responsible for the consideration
of Board appointments, the review of Board structure, its size and composition
and the identification of future Board requirements by reference to the
balance of skills, knowledge and experience present on the Board and the scale
and direction of the Group. It is chaired by David Hudd, and Jonathan Freeman
and Gemma Godfrey are also members.
The Committee is also responsible for establishing a formal and transparent
procedure for executive remuneration policy and for determining the
remuneration packages of individual Directors. This includes agreeing with the
Board the framework for remuneration of the Group Chief Executive Officer, the
Company Secretary, and such other members of the executive management of the
Group as it is designated to consider.
It is also responsible for recommending to the Board the total individual
remuneration packages of each Director including, where appropriate, bonuses,
incentive payments and share options. No Director is involved in a decision
regarding their personal remuneration. The Board considers the current
composition of the Nomination and Remuneration Committee appropriate given the
size of the Group. There was one Nomination and Remuneration Committee meeting
held during the financial year ended 31 December 2023.
Remuneration policy
The Board retains responsibility for overall remuneration policy. Executive
remuneration packages are designed to attract and retain executives with the
necessary skill and experience to hold a senior management role in the Group.
The Committee recommends to the Board the remuneration packages by reference
to individual performance and uses the knowledge and experience of the
Committee members, published surveys relating to AIM companies, the financial
services industry and market changes generally. The Committee has
responsibility for recommending any long-term incentive schemes.
The Board determines if Executive Directors are permitted to serve in roles
with other companies. Such permission would be granted on a strictly limited
basis, where there are no conflicts of interest or competing activities and
providing there is not an adverse impact on the commitments required to the
Group. Earnings from such roles would be required to be disclosed to the
Committee Chairman.
Kingswood Holdings Limited Board of directors
There are four main elements of the remuneration package for Executive
Directors and executive staff:
1. Basic salaries and benefits in kind: Basic salaries are recommended to
the Board by the Committee, based on the performance of the individual and the
compensation for similar positions in comparable companies. Benefits in kind
including death in service cover are available to all staff and Executive
Directors. Benefits in kind are non-pensionable.
2. Share options: The Company operates approved share option schemes for
key personnel to incentivise performance through equity participation.
Exercise of share options under the schemes is subject to defined exercise
periods and compliance with the AIM Rules. The schemes are overseen by the
Nomination and Remuneration Committee which recommends to the Board all grants
of share options based on the Committee's assessment of personal performance
and specifying the terms under which eligible individuals may be invited to
participate. The AIM rules refer to the requirement for performance related
elements of remuneration to form a significant proportion of the total
remuneration package of Executive Directors and should be designed to align
their interests with those of shareholders. The Nomination and Remuneration
Committee currently considers that the best alignment of these interests is
through the continued use of performance incentives through the award of share
options in the Company's existing long term incentive plan (LTIP) awards
scheme.
3. Bonus scheme: The Group has a discretionary bonus scheme for Executive
Directors and staff which is specific to each individual and their role within
the Group.
4. Pension contributions: The Group pays a defined contribution to the
pension schemes of Executive Directors and staff. The individual pension
schemes are private, and assets are held separately from those of the Group.
Policy on non-executive remuneration
All Non-Executive Directors, except Pollen Street Capital's representatives to
the Board, receive a fee for their services as a Director which is approved by
the Board, mindful of their time commitment and responsibilities and current
market rates for comparable organisations and roles. Non-Executive Directors
are also reimbursed for travelling and other incidental expenses incurred on
Group business.
The Board encourages the ownership of shares in the Company by Executive and
Non-Executive Directors and in normal circumstances does not allow Directors
to undertake dealings of a short-term nature.
Ownership of the Company's shares by Non-Executive Directors is considered a
positive alignment of interest with shareholders. The Board periodically
reviews the shareholdings of Non-Executive Directors and seeks guidance from
its advisors if, at any time, it is concerned that the shareholding of any
Non-Executive Director may, or could appear to, conflict with their duties as
an independent Non-Executive Director of the Company.
Directors' remuneration, including Directors' interests in share options over
the Company's share capital, are set out in the Directors' Report (page 36)
and the Directors' Remuneration Report (page 40).
Re-election
Under the Company's articles of association, all Directors are subject to
election by shareholders at the AGM immediately following appointment. All
Directors formally retire by rotation at intervals of no more than three
years, requiring re-election by shareholders.
Kingswood Holdings Limited Board of directors
Performance evaluation
The composition of the Board is regularly reviewed to ensure it maintains the
necessary depth and breadth of skills to sustain the delivery of the Group's
long-term strategy. The Board is committed to ensuring it maintains the
necessary combination of skill, experience, and gender balance.
Evaluations of the Board, the Committees and individual Directors are
undertaken on an annual basis in the form of peer appraisal, questionnaires,
and discussions to determine effectiveness and performance. This includes a
review of success in achieving annual objectives set by the Board. The Board
may utilise the results of the annual evaluation process to identify training
and development needs and succession planning.
Relationship with shareholders and dialogue with institutional shareholders
The Chairman, Group Chief Executive Officer and the Group Chief Financial
Officer maintain dialogue with key shareholders in relation to strategy and
corporate governance issues.
All shareholders receive the Annual Report incorporating audited financial
statements and are welcome to attend the Company's AGM. The Directors attend
the meeting and are available to answer questions both formally during the
meeting and informally afterwards.
The collection and analysis of shareholder proxy votes is handled
independently by the Group's registrars. The Chairman announces the results of
the proxy votes lodged after shareholders have voted on a show of hands. All
Committee chairmen are, where possible, available at the AGM. The
Non-Executive Directors are available to shareholders and may be contacted
through the Chief Executive Officer's office.
The Group's website at www.kingswood-group.com
(http://www.kingswood-group.com/) is an important source of information for
investors, including information required in compliance with AIM Rule 26, and
is updated regularly.
Corporate culture and social responsibility
The Board seeks to maintain the highest standards of integrity in the conduct
of the Group's operations. An open culture is encouraged within the Group with
regular communications and meetings with staff where open dialogue and
feedback is sought.
The Group is committed to conducting its business in a socially responsible
manner and to respect the needs of employees, investors, customers, suppliers,
regulators, and other stakeholders. The Group is also committed to being a
responsible employer and to promoting values, standards and policies designed
to assist our employees in their conduct, working and business relationships.
The most significant impact on the environment from the Group's activities is
the emission of greenhouse gases as a result of running the Group's offices,
associated travel, and the recycling of waste. The Group is committed to
minimising the amount of travel employees undertake and to recycling as much
of the Group's waste as possible. The Group will continue to look at ways to
act in a socially responsible manner.
Kingswood Holdings Limited Board of directors
DAVID HUDD - Non-Executive Chairman
David trained as a solicitor with Linklaters and, after a successful career as
an investment banker in structured finance, joined Hogan Lovells, the
international law firm, as a partner in 1994. He was consistently ranked as a
market-leading lawyer for over 25 years. From 2005 David led the firm's global
finance practice before assuming the role of Global Deputy CEO in 2014. He
retired from this position and as a partner in June 2020 but continues to
serve as Senior Counsel at Hogan Lovells. David earned his MA Jurisprudence
(Oxon) in 1980 and qualified as a solicitor in 1983.
David joined the Board in June 2018 as a Non-Executive Director and
subsequently became Non-Executive Chairman in July 2021.
JONATHAN MASSING - Non-Executive Deputy Chairman
Jonathan is Non-Executive Deputy Chairman. He brings wide ranging experience
to the Board, in particular in corporate finance and acquisitions. He has a
strong background in commercial and corporate finance advisory, buyouts,
venture capital, shareholder dispute advisory, and private businesses
valuation. Jonathan is a Chartered Accountant and has extensive experience in
the sale and acquisition of private companies and provides advice on debt
structures and working capital facilities. In 1998 he set up Kingswood
Investment Partners Limited as a private equity investor. He is also a founder
of Kingswood Property Finance Limited Partnership and founded a City-based
advisory firm Kingswood in 1993.
Jonathan joined the Board in October 2017.
GARY WILDER - Non-Executive Director
Gary is a Chartered Accountant and a graduate of the Bayes Business School,
University of London. He has over 30 years' experience in pan-European private
equity and real estate, particularly in investment, capital raising,
structuring, debt financing and asset management. He is the co-founder of
Kingswood Property Finance Limited Partnership where he made a series of
long-term strategic investments in financial services. Gary's key
responsibilities include building strategic relationships with new and
existing investors, bankers, financial advisers and directing capital raising
efforts to the growth and expansion of the platform.
Gary joined the Board in October 2017 as Group CEO. In April 2022, Gary
stepped back into a Non-Executive Director role.
JONATHAN FREEMAN - Non-Executive Director
Jonathan is a Non-Executive Director and chairs the Audit and Risk Committee
and is a member of the Nomination and Remuneration Committee. He is a seasoned
corporate financier and company director with extensive experience of listed
companies, financial services and FCA regulated entities. This experience is
important to the Group as it is quoted on AIM and subsidiary entities are
regulated by the Financial Conduct Authority in the UK.
Jonathan joined the Board in June 2018.
Kingswood Holdings Limited Board of directors
HOWARD GARLAND - Non-Executive Director
Howard holds a First-Class Honours degree in Mathematics from University
College London. Howard is a partner at Pollen Street Capital and a member of
its private equity and credit investment committees. Howard re-joined Pollen
Street Capital in 2015 having been a Principal at RBS until 2012. Prior to
re-joining Pollen Street Capital as Partner in 2015, Howard assisted the
Swedish credit institution Hoist Finance in entering the UK debt collecting
and NPL debt purchasing sector, supporting the acquisition of a number of UK
companies and debt portfolios in both structuring and operational roles.
Howard is also on the Board of Punkta.
Howard joined the Board in December 2019 and resigned from the Board in
November 2023.
LINDSEY McMURRAY - Non-Executive Director
Lindsey holds a First-Class Honours degree in Accounting and Finance and holds
an MPhil in Finance from Strathclyde University. Lindsey has been a private
equity and credit investor for more than 26 years with a focus on the
financial and business services sector. Alongside Kingswood, Lindsey sits on
the Boards of Shawbrook Bank, CashFlows, 1st Stop Group and BidX1. Lindsey
co-founded Pollen Street Capital in 2013 and serves as Managing Partner.
Lindsey is the Chairman of the Pollen Street Capital's private equity and
credit investment committees. Prior to Pollen Street Capital, Lindsey worked
at RBS and spent six years at Cabot Square Capital, where she was a Partner
focused on investments in the financial services sector.
Lindsey joined the Board in December 2019.
DAVID LAWRENCE - Group Chief Executive Officer
David was appointed as UK CEO of Kingswood in December 2020 and has over 30
years' experience in financial services, predominantly with Lloyds Banking
Group where he held numerous executive leadership roles in distribution and
functional areas across its Retail, Commercial and Insurance divisions. In
2014, David became the Commercial Director and then Chief Operating Officer
for Lloyds' Private Banking and Wealth businesses with additional
responsibility for its Mass Affluent proposition and strategy. He played a
lead role in the establishment of Schroders Personal Wealth, a joint venture
wealth management business between Lloyds Banking Group and Schroders,
becoming Chief Commercial Officer for this business in March 2019.
David joined the Board in April 2022 as Chief Executive Officer.
GEMMA GODFREY - Non-Executive Director
Gemma is a Non-Executive Director and advisor, having founded two digital
businesses. She specialises in helping businesses digitise and de-risk the
delivery of new services. She is on the boards of publicly listed and private
equity backed companies; for which she is a member of remuneration, risk and
audit committees focused on ESG. Gemma was the Head of Investment Strategy for
Brooks Macdonald Plc and, prior to this, chaired the investment committee for
Credo Capital.
Gemma joined the board in October 2022.
JANE MILLAR - Non-Executive Director
Jane has over 30 years financial services experience as Non-Executive
Director, Board and Chief Executive Officer roles across the wealth management
industry. Jane is passionate about how the power of digital enablement brings
large benefits to clients and organisations. Jane led the integrations of two
major investment management businesses at Investec Wealth and Investment where
she was also a Board director.
Jane joined the board in October 2022.
Kingswood Holdings Limited Board of directors
DUNCAN GERARD - Non-Executive Director
Duncan is a partner at Pollen Street Capital having joined in 2017. Prior to
joining Pollen Street, he spent seven years focused on financial services
mergers and acquisitions, principally advising private equity firms on the
disposal and acquisition of mid-market portfolio companies. He is qualified as
a Chartered Financial Analyst and accountant which he gained whilst at EY.
Duncan has an honours degree in Economics and Finance from Loughborough
University.
Duncan joined the board in December 2023
Kingswood Holdings Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the consolidated financial statements
for the year ended 31 December 2023. The Corporate Governance Statement is set
out from page 23 onwards. All financial information given in this Directors'
Report is taken solely from the statutory results prepared in accordance with
UK adopted international accounting standards.
Principal activity
The principal activity of the Group is the operation of a wealth planning and
investment management business
Financial risk management objectives and policies
Information about the Group's risk management is included in the Strategy
section under Risks & Uncertainties on page 18 to 22.
Results and dividends
The Group's performance during the year is discussed in the Strategy section
on pages 2 to 17. The results for the year are set out in the audited
Consolidated Statement of Comprehensive Income on page 49. The Directors do
not recommend the payment of a dividend for the year ended 31 December 2023
(31 December 2022: £nil).
Capital structure
Details of KHL's issued share capital, together with details of the movements
in the number of shares during the year, are shown in notes 37 and 38.
Capital management
The primary objective of the Company's capital management strategy is to
maintain a strong capital structure in order to support the development of its
business, to maximise shareholder value and to provide benefits for its other
stakeholders. Details of the management of this risk can be found in the
Strategy section under Risks & Uncertainties.
All of the regulated entities within the Group must also comply with the FCA
capital adequacy rules.
Kingswood US has majority ownership interests in three US regulated entities -
one is subject to regulatory oversight by FINRA and two come under the SEC's
regulatory regime for Registered Investment Advisers (RIAs) - and must comply
with certain capital adequacy requirements.
Directors of the group
The names and a short biography of the Directors of the Company are set out on
pages 33 to 35.
The appointment and replacement of Directors is governed by the Company's
Articles of Association, The Companies (Guernsey) Law, 2008 and related
legislation. The Company's Articles of Association themselves may be amended
by special resolution of the Company's shareholders. The Group also applies
the Quoted Companies Alliance Corporate Governance Code.
The Company's Articles of Association provide that generally one third
(rounded down to the nearest whole number) of the Board of Directors are
required to retire by rotation, save for Directors who are appointed during
the year, who must stand down and offer themselves for re-election at the next
occurring Annual General Meeting (AGM) of the Group. The Directors who offer
themselves for re-election will be announced in conjunction with the AGM
announcement, which is expected to be held in the latter part of the year.
Kingswood Holdings Limited
Directors' Report for the Year Ended 31 December 2023
Directors' interests
Directors who held office during 2023 had the following beneficial interests
in the ordinary shares of the Company as of 31 December 2023:
No. Ordinary shares held
Description 2023 2022
Jonathan Freeman 87,750 87,750
Jonathan Massing 350,000 -
David Hudd 650,000 650,000
Gary Wilder 1,115,051 1,115,051
Gary Wilder and Jonathan Massing 144,125,262 144,125,262
146,328,063 145,978,063
** Gary Wilder and Jonathan Massing's shares relate to KPI (Nominees)
Limited's holding as both have a beneficial interest in that entity.
Employees
It is the Company's policy to involve employees in the day-to-day operation of
the Group's business and ensure that matters which could concern them,
including the Group's strategic objectives and performance are communicated in
an open and timely fashion. The Directors seek to achieve this through
executive committee meetings, subsidiary Board meetings, e-mail communication
and informal staff communication.
The Group is committed to an equal opportunity policy for all prospective and
existing employees such that selection takes place based on ability,
qualifications and suitability for the job, irrespective of background, age,
race, gender or sexual orientation. The Group's executives, senior management
and employees are required to support and implement all such policies in their
daily work ethic to maximise the potential of its entire workforce. A
Diversity and Inclusion Forum comprising employees from across team has
recently been formed to further encourage diversity and inclusion across the
Group and make it a central tenet of Kingswood's culture.
Employees who become disabled during their employment with the Group will be
retained and re-trained where possible.
Future developments and events after the statement of financial position date
A review of the Group's business and an indication of likely future
developments are contained in the Strategy section of this report.
Substantial shareholdings
The Group had been notified, in accordance with Chapter 5 of the Disclosure
and Transparency Rules, of the following voting rights of shareholders holding
3% or more of the issued share capital of the Company as of 31 December 2023:
Name of Shareholder Percentage of voting rights andNo. of ordinary shares issues share capital
KPI (Nominees) Limited 66.44% 144,125,262
OvalX 4.83% 10,476,969
All Shareholdings stated are beneficial. KPI (Nominees) Limited is owned and
controlled by Gary Wilder and Jonathan Massing.
Kingswood Holdings Limited
Directors' Report for the Year Ended 31 December 2023
Substantial shareholdings (continued)
The Company had issued 77,428,443 irredeemable, convertible preference shares
at £1 per share to HSQ INVESTMENT LIMITED, a wholly owned indirect subsidiary
of funds managed and/or advised by Pollen Street Capital at 31 December 2023.
The preference shares are convertible into Kingswood Holdings Limited ordinary
shares at 16.5p per share on or before 31 December 2023.
At 31 December 2023 the conversion is conditional upon regulatory approvals in
a number of jurisdictions which were in the process of being obtained. Upon
satisfaction of all conditions outstanding relating to Conversion, application
will be made to the London Stock Exchange for the required new Ordinary Shares
to be admitted to trading ("Admission"). The new Ordinary Shares will rank
pari passu with the existing Ordinary Shares.
On the 31 May 2024 the Company announced that, following the grant of the
anticipated approvals by the applicable regulatory authorities in the
US, UK and the Republic of Ireland, the Convertible Preference Shares are
converting, at the agreed conversion price of 16.5 pence per Ordinary Share,
into a total of 469,263,291 new Ordinary Shares in the Company ("Conversion").
Refer to Note 37 Events after the balance sheet note for more details.
Directors' liabilities
During the year the Group made qualifying third-party indemnity provisions for
the benefit of its Directors and these remain in force at the date of this
report.
Going concern
In accordance with Financial Reporting Council guidance all companies are
required to provide fuller disclosures regarding the Directors' assessment of
going concern. The Group's business activities, together with the factors
likely to affect its future development and liquidity and capital position,
are reviewed under the key risks affecting the business section as set out in
the Strategy section on pages 2 to 17.
The Directors have reviewed the cash flow forecast for the next 12 months,
from the date of issuance of these financial statements and are satisfied that
the Group can continue to prepare its financial statements on the going
concern basis. As part of the Directors' consideration of the appropriateness
of adopting the going concern basis in preparing the Annual Report, a range of
scenarios have been considered, including a central scenario and a downside
scenario, based on a number of macroeconomic assumptions. The Company and
Group continue to operate with sufficient levels of liquidity and capital for
the going concern period in all modelled scenarios. The Group operates
centralised treasury arrangements and shares banking arrangements between the
parent and its subsidiaries.
Further, the Directors, have received a letter of support from Pollen Street
Capital Limited ("PSCL"), a wholly owned indirect subsidiary of the ultimate
controlling party of the Group, HSQ Investment Limited. In this capacity,
PSCL has confirmed that the Company and its subsidiary companies are an
important part of their investment portfolio, and, through the Funds, it is
their current intention to continue to support financially the Group in the 12
months following the approval of the Group's financial statements for the year
ended 31 December 2023. PSCL has also confirmed the Funds have sufficient
undrawn investor commitment to support the intention.
The Directors, having made appropriate enquiries, have no reason to believe
that a material uncertainty exists that may cast significant doubt regarding
the ability of Group to continue as a going concern or its ability to continue
with the current banking arrangements.
Kingswood Holdings Limited
Directors' Report for the Year Ended 31 December 2023
On the basis of their assessment of the Group's financial position and of the
enquiries made of the Directors the Company, the Directors have a reasonable
expectation that the Group will be able to continue in operational existence
for the foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the annual financial statements.
Auditor
Each of the persons who are Directors of Kingswood Holdings Limited at the
date of approval of this annual report confirms that:
• So far as the Director is aware, there is no relevant audit information
of which the Group's auditor is unaware; and
• The Director has taken all the steps that he/she ought to have taken
as a Director in order to make himself/herself aware of any relevant audit
information and to establish that the Group's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of Section 249 of The Companies (Guernsey) Law, 2008.
Approved by the board and signed on its behalf by:
David Hudd Chairman
Date: 27 June 2024
Kingswood Holdings Limited Directors' remuneration report
Option
Pension value of
Base salary and LTIP 2023 2022
inc. NIC benefits shares Total Total
£ 000 £ 000 £ 000 £ 000 £ 000
Executive
David Lawrence 400 50 172 622 412
Non-Executive
Gary Wilder 50 - - 50 63
Jonathan Freeman 54 - - 54 54
David Hudd 75 - - 75 75
Jonathan Massing 50 - - 50 50
Jane Millar 46 - - 46 11
Gemma Godfrey 46 - - 46 11
Aggregate emoluments 721 50 675
172 943
Approved by the board and signed on its behalf by:
David Hudd Chairman
27 June 2024
Kingswood Holdings Limited Directors' responsibility statement
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
The Companies (Guernsey) Law, 2008 requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have prepared
the Group financial statements in accordance with UK adopted international
accounting standards. The Directors must not approve the annual financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and of the Consolidated Statement of
Comprehensive Income for the year. In preparing these financial statements,
International Accounting Standard 1 requires that Directors:
• Properly select and apply accounting policies
• Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable, and understandable information
• Provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
• Make an assessment of the Group's ability to continue as a going
concern
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements comply with The Companies
(Guernsey) Law, 2008. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group's website
www.kingswood-group.com. (http://www.kingswood-group.com/) Legislation in the
United Kingdom and Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• The annual financial statements, prepared in accordance with UK adopted
international accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole
• The Strategy includes a fair review of the development and performance
of the business and the position of the Company and the undertakings included
in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
• The Annual Report and financial statements, taken as a whole, are fair,
balanced, and understandable and provide the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.
Approved by the board and signed on its behalf by:
.........................................
David Hudd Chairman
27 June 2024
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF KINGSWOOD HOLDINGS LIMITED
Opinion
We have audited the financial statements of Kingswood Holdings Limited ("the
company") and its subsidiaries (together 'the Group") for the year ended 31
December 2023 which comprise the Consolidated Income Statement,, the
Consolidated Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Statement of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation of the Group
financial statement is applicable law and UK-adopted international accounting
standards.
In our opinion, the Group financial statements:
· give a true and fair view of the state of the Group's affairs as
at 31 December 2023 and of the Group's loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards and
· have been properly prepared in accordance with the requirements
of the Companies (Guernsey) Law 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included:
§ Confirmation of our understanding of management's going concern assessment
process. We also engaged with management to ensure all key factors were
considered in their assessment.
§ We obtained management's going concern assessment, including the cash
forecast for a period exceeding twelve months from the date the financial
statements were approved by the directors. The group has modelled various
scenarios in their cash forecasts to incorporate unexpected changes to the
forecast liquidity of the group.
§ We reviewed the factors and assumptions included in the cash forecast. We
considered the appropriateness of the assumptions and methods used to
calculate the cash flow forecasts and determined that the assumptions and
methods utilised were appropriate to be able to make an assessment for the
group.
§ We obtained a letter of support from Pollen Street Capital Limited
confirming its intention in providing financial support to the Group in the
twelve months following the approval of the Group's financial statements for
the year ended 31 December 2023, if required.
§ We reviewed the Group's going concern disclosures included in the annual
report in order to assess that the disclosures were appropriate and in
conformity with the reporting standards.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
determined materiality for the financial statements as a whole to be
£1,245,000 (2022: £1,460,000) for the consolidated financial statements
using 1% of Group revenue, including revenue from discontinued operations,
based on the 31 December 2023 financial statements. We consider Group revenue
to be the most stable benchmark and the most relevant determinant of the
Group's performance used by shareholders.
We used a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is based on the overall materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
This was set at 70% of overall materiality at £872,000 (2022: £1,022,000).
We agreed with the Audit Committee that we would report to the Committee all
audit differences in excess of 5% of overall materiality at £62,000 (2022:
£73,000) as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We reassessed materiality at the
end of the audit and did not find it necessary to revise our planning
materiality.
Whilst materiality for the Group's financial statements as a whole was set at
£1,245,000, each significant component of the group was audited to an overall
materiality ranging between £97,000 and £820,000 (2022: £97,700 and
£900,650) with performance materiality set at 70% of overall materiality. We
applied the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatement.
We reassessed materiality at the end of the audit and did not find it
necessary to revise our planning materiality.
Our approach to the audit
Our audit approach was developed by obtaining an understanding of the Group's
activities, the key subjective judgements made by the directors, for example
in respect of significant accounting estimates that involved making
assumptions, and considering future events that are inherently uncertain, and
the overall control environment, such as impairment of goodwill, impairment of
intangible assets and provision for deferred consideration payments.
Based on this understanding we assessed those aspects of the Group's
transactions and balances which were most likely to give rise to a material
misstatement and were most susceptible to irregularities including fraud or
error. Specifically, we identified what we considered to be key audit matters
and planned our audit approach accordingly.
All the subsidiaries of the Group (components) are based in the United Kingdom
("UK"), the United States of America ("US") and Ireland. The Group audit team
have responsibility for the audit of all components included in the
consolidated financial statements. We performed an assessment to determine
which components were significant to the Group.
All components which contributed greater than 15% of the Group's net assets or
Group's revenue were identified as financially significant and subject to a
full scope audit of their complete financial information. Five components were
financially significant to the Group, with three located in the UK and two
located in the US. All work was performed by the Group audit team.
All components which included account balances that have the same significant
risk profile as the Group were identified as risk significant. There were
seven components which were subject to the audit of the relevant account
balances, classes of transactions and disclosures.
For components that we considered to be non-significant, these components were
principally subject to analytical review procedures performed by the Group
audit team, together with additional testing over audit risk areas.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these key audit matters.
Area Reason How our scope addressed this matter
Revenue recognition Revenue is the most relevant determinant of the Group's performance used by UK and Irish Businesses
shareholders. Inaccurate or incomplete revenue could have a material impact on
group performance.
Refer to note 3 (accounting policy) and 4 (financial disclosures) of the Group Our approach for the wealth planning and investment management segments in the
financial statements.
UK and Ireland included:
The Group's revenue from continuing operations amounting to £86,160,000. The
Group's revenue including discontinued operations amounting to £124,471,000.
Revenue was derived from the wealth planning business, investment management
business and US operations from the following activities: - Performing a walkthrough to understand the internal control
environment in operation for the significant income streams.
- Testing key manual controls in the KW Wealth Planning Limited and KW
- Investment management; Investment Management Limited revenue business cycle to ensure they were
operating effectively.
- Substantive testing of revenue transactions via sampling basis for
- Wealth planning; the Irish entities.
· Initial fees; To address the accuracy assertion for investment management fee revenue, we
used data analytics to check the accounting entries for all income postings.
· Ongoing Fees; Any entries that did not follow the expectation were investigated and subject
to substantive testing to confirm why this was the case. We verified whether
· Commissions; revenue was accounted for in accordance with UK adopted international
accounting standards.
· Advisory Fees
For wealth planning revenue, we selected a sample of revenue transactions
For investment management fees, there is a risk that the fees have not been throughout the year and traced to supporting documentation where possible, as
calculated accurately and have not been calculated in accordance with the well as vouching to cash receipts/ deductions in the respective client
signed investment management agreements. accounts and verified whether revenue was accounted for in accordance with UK
adopted international accounting standards.
For wealth planning income (inc. initial fees, ongoing fees and commissions),
there is a risk that such fees have not been calculated accurately. To address the completeness assertion, we reconciled the revenue report to
data extracted from the systems to the general ledger in the accounting system
to ensure completeness of the balances.
For advisory fees, there is a risk over the accuracy and completeness of these
fees.
For a sample of fees, we obtained invoices and rate confirmation
letters/signed client agreements to agree the fees charged to the clients.
US Business
Our approach for the broker dealers and investment banking revenue in the US
included:
Performing walkthroughs of the different revenue streams to understand and
corroborate the controls in place.
Performing procedures to ensure revenue balances have been collectively
converted from US GAAP to UK adopted international accounting standards.
Reviewing supporting evidence to ensure that the US entities had met their
obligations under the contracts and that there was a reasonable basis to
believe that the obligation was in fact satisfied and the revenue
appropriately recognised.
Reviewing respective bank movements as well as the postings to the general
ledgers.
Reviewing the accounting policies and related procedures relative to IFRS 15
and reviewing the adequacy and completeness of the corresponding financial
statement note disclosures.
Key observations:
Based on the procedures performed, we are satisfied that revenue is
appropriately recognised and classified.
Impairment of goodwill and other intangible assets Goodwill amounting to £62,889,000 (2022: £55,538,000) arose from the We obtained an understanding and tested the design and implementation of the
acquisitions in a business combination. group's controls over the impairment assessment process.
Refer to notes 3 (accounting policy) and 16 (financial disclosures) of the
Group financial statements. Other intangible assets arise in respect of acquired client lists amounting to For the impairment of goodwill we performed the following:
£83,516,000 (£67,931,000).
We evaluated the appropriateness of management's identification of the Group's
Impairment of goodwill and other intangible assets is considered a significant Cash Generating Units.
risk as significant judgements and estimates are required to be exercised by
management
in assessing whether any impairment provision is required. We challenged management on the appropriateness of the impairment models and
reasonableness of the assumptions used through performing the following:
Significant judgements and estimates are involved in the computation of the
recoverable amount of goodwill such as fair value less cost to sell and value • Benchmarking the Group's key market-related assumptions in the
in use. models, including discount rates and long-term growth rates.
• Assessing the reliability of any forecasts through a review of
actual and past performance and comparing to previous forecasts;
In respect of the other intangible assets, significant judgement is involved
to determine whether the initial recognition criteria have been met and the • Testing the mathematical accuracy and performing sensitivity
estimated useful life is appropriate and supportable. analyses of the models;
• Understanding the commercial prospects of the assets, and where
possible comparing the assumptions with external data sources;
• Assessing management's sensitivity analysis showing the impact of
a reasonably possible change in the underlying assumptions; and
• Assessing the adequacy of the disclosures within the financial
statements.
For other intangible assets (client lists), we performed the following:
• Verifying the amounts capitalised in the year against supporting
agreements;
• Challenging management's assessment that any additions met the
required capitalisation criteria;
• Performing an assessment of the appropriateness of the useful life
applied to each new client list acquisition and considered the continued
appropriateness of the existing useful lives for previously completed
acquisitions;
• Reviewing management's assessment of any impairment indicators,
considering both internal and external sources of information; and
• Assessing the sufficiency of the sensitivity analyses performed by
management, focusing on what we considered to be reasonably possible changes
in key assumptions.
Key observations:
Based on the procedures performed, we consider management's assessment of no
impairment on goodwill and other intangible assets to be appropriate and the
carrying value of goodwill and other intangible assets are appropriately
stated.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Other Companies (Guernsey) Law, 2008 reporting
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 reporting requires us to report to
you if, in our opinion:
· adequate accounting records have not been kept by the company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the Group financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Group financial statements, the directors are responsible for
assessing the Group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the Group and the sector in which
they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of cumulative audit knowledge and experience of the
investment management and wealth management sectors.
· We determined the principal laws and regulations relevant to the
Group in this regard to be those arising from the Companies (Guernsey) Law,
2008, AIM Rules for Companies, those resulting from being authorised by the
Financial Conduct Authority to undertake regulated activities, UK adopted
international accounting standards and rules from the Financial Industry
Regulatory Authority (FINRA) and Central Bank of Ireland (CBI) in respect of
certain US and Irish businesses.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included
but were not limited to making enquiries of management and those responsible
for legal and compliance matters, review of minutes of the Board and papers
provided to the audit committee to identify any indications of non-compliance,
and review of legal / regulatory correspondence with the FCA, FINRA and CBI.
· We also identified the possible risks of material misstatement of
the financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there was a potential for management bias in relation to the
recognition of revenue, the assessment of any impairment of goodwill and other
intangible assets and the assessment of the provision for deferred
consideration. We addressed this by challenging the assumptions and judgements
made by management when auditing those significant accounting estimates.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the parent company's members those
matters we are required to state to them in an auditor's report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone, other than the parent company and the parent
company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
PKF Littlejohn
LLP
Chartered
Accountants
15 Westferry Circus
Canary Wharf
London
E14 4HD
27 June 2024
Kingswood Holdings Limited
Consolidated Statement of Total Comprehensive Income for the Year Ended 31
December 2023
(Restated)
2023 2022
Note £ 000 £ 000
Revenue 4 86,160 62,562
Cost of sales (35,487) (26,829)
Gross profit 50,673 35,733
Administrative expenses (39,857) (27,891)
Operating profit 10,816 7,842
Non-operating costs:
Business re-positioning costs 4 (1,894) (1,964)
Finance costs 9 (12,966) (6,398)
Other finance costs 4 (6,046) (4,470)
Acquisition-related items:
Transaction costs 4 (2,828) (4,379)
Remuneration charge (deferred consideration) 23 (474) (1,852)
Other gains or losses 10 131 -
Loss before tax (13,261) (11,221)
Income tax receipt/(expense) 11 (2,705) 4,456
Loss for the year from continuing operations (15,966) (6,765)
Profit/(Loss) from discontinued operations net of tax (636) 273
Loss for the year (16,602) (6,492)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation gains - -
Total comprehensive income for the year (16,602) (6,492)
Loss after tax is attributable to:
Owners of the company (18,233) (7,797)
Non-controlling interests 1,631 1,305
Total comprehensive income attributable to:
Owners of the parent company (18,233) (7,797)
Non-controlling interests 1,631 1,305
- Basic loss per share - continuing operations 13 (0.08) (0.04)
- Diluted loss per share - continuing operations 13 (0.02) (0.01)
The Basic and diluted loss per share from discontinued operations was £0.00
(2022: profit per share £0.00)
*2022 results are restated due to a business classified as discontinued
operations - see Note 2 and Note 6
Kingswood Holdings Limited
Consolidated Statement of Financial Position as at 31 December 2023
(Restated)
2023 2022
Note £ 000 £
0
0
0
Assets
Non-current assets
Property, plant and equipment 14 770 787
Right of use assets 15 3,236 3,553
Intangible assets 16 146,405 123,469
Deferred tax assets 17 2,058 4,492
152,469 132,301
Current assets
Trade and other receivables 18 14,295 4,812
Short term investments 72 52
Assets held for sale 6 - 7,405
Cash and cash equivalents 18,704 16,726
33,071 28,995
Total assets 185,540 161,296
Equity and liabilities
Equity
Share capital 25 (10,846) (10,846)
Share premium 25 (8,224) (8,224)
Preference share capital 26 (70,150) (70,150)
Foreign currency reserve 778 422
Other reserves (17,423) (14,373)
Retained earnings 49,162 31,595
Equity attributable to owners of the company (56,703) (71,576)
Non-controlling interests (4,196) (2,391)
Total equity (60,899) (73,967)
Non-current liabilities
Other non-current liabilities 24 (2,358) (2,806)
Loans and borrowings 24 (62,879) (24,343)
Deferred tax liabilities 17 (17,476) (12,584)
Deferred consideration 23 (2,369) (9,228)
(85,082) (48,961)
Current liabilities
Trade and other payables 21 (15,654) (12,201)
Liabilities associated with assets held for sale 8 - (5,396)
Deferred consideration 23 (23,905) (20,771)
(39,559) (38,368)
Total liabilities (124,641) (87,329)
Total equity and liabilities (185,540) (161,296)
Kingswood Holdings Limited
Consolidated Statement of Financial Position as at 31 December 2023
*2022 results are restated due to a business classified as discontinued
operations - see Note 2 and Note 6.
Approved by the board and signed on its behalf by
.........................................
David Hudd
Chairman
27 June 2024
Kingswood Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2023
Equity attributable to the
owners of
Share capital Foreign Non-
and share Preference currency Other Retained the parent controlling
premium share capital reserve reserves earnings Company interests Total equity
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £ 000
At 1 January 2022 19,070 70,150 (488) 11,041 (23,800) 75,973 925 76,898
(Loss)/profit for the year - - - - (7,797) (7,797) 1,305 (6,492)
Dividends due to non-controlling interests
- - - - - - 21 21
Issue of preference share capital - - - - - - - -
Other adjustment - - - 852 - 852 - 852
Share based remuneration - - - - - - - -
Preference share capital reserve - - - 2,480 - 2,480 - 2,480
Foreign exchange gain - - 66 - 2 68 140 208
At 31 December 2022 19,070 70,150 (422) 14,373 (31,595) 71,576 2,391 73,967
(Loss)/profit for the year - - - - (18,233) (18,233) 1,631 (16,602)
Other adjustment - - - - 666 666 174 840
Share based remuneration - - - 456 - 456 - 456
Preference share capital reserve - - - 2,594 - 2,594 - 2,594
Foreign exchange gain/(loss) - - (356) - - (356) - (356)
At 31 December 2023 19,070 70,150 (778) 17,423 (49,162) 56,703 4,196 60,899
Kingswood Holdings Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2023
Note 25 provides further details of, and the split between, Share Capital and
Share Premium.
Additional reserves consist of foreign exchange translation, other reserves
including share-based remuneration and expenses charged against reserves.
The notes on pages 55 to 104 form an integral part of the financial statements
Kingswood Holdings Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2023
(*Restated)
2023 2022
Note £ 000 £ 000
Net cash from/(used in) operating activities 27 4,593 (2,704)
Investing activities
Property, plant and equipment purchased (136) (113)
Business Combinations (24,776) (32,272)
Proceeds from the disposal of a subsidiary, net of cash disposed 946 -
Deferred consideration (9,638) (10,774)
Net cash outflow from investing activities (33,604) (43,159)
Financing activities
Interest paid (5,910) (21)
Lease payments (940) (852)
Dividends paid to non-controlling interests (491) (811)
New loans received / loans repaid 39,025 23,784
Net cash generated from financing activities 31,684 22,100
Net increase/(decrease) in cash and cash equivalents 2,673 (23,763)
Cash and cash equivalents at 1 January 16,726 42,933
Effect of exchange rate fluctuations on cash held (695) 454
Cash transferred to asset held for sale - (2,898)
Cash and cash equivalents at 31 December 19 18,704 16,726
*2022 results are restated due to a business classified as discontinued
operations - see Note 2 and Note 6
The notes on pages 55 to 104 form an integral part of the financial statements
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
1 General information
Kingswood Holdings Limited (the Company) is a company incorporated in Guernsey
under The Companies (Guernsey) Law, 2008. The shares of the Company are traded
on the AIM market of the London Stock Exchange (ticker symbol: KWG). The
consolidated financial statements comprise the financial statements of the
Company and its subsidiary undertakings (together the Group), for the year
ended 31 December 2023. The nature of the Group's operations and its principal
activities are set out in the Directors Report. Certain subsidiaries in the
Group are subject to the FCA's regulatory capital requirements and therefore
required to monitor their compliance with credit, market and operational risk
requirements, in addition to performing their own assessment of capital
requirements as part of the ICARA. The US subsidiaries are required to be
compliant under FINRA guidance.
These financial statements were authorised for issue by the board on 25 June
2024.
2 Restatement of Prior Year Results
The sale of subsidiary BMI in the year qualifies as a discontinued operation under IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations". To provide a consistent and comparable view of the Group's financial performance, the prior year's financial results have been restated to reflect BMI as a discontinued operation. As such, the results of BMI have been segregated from continuing operations for both the current and prior periods. This restatement involves reclassifying BMI's revenues, expenses, assets, and liabilities from continuing operations to discontinued operations in the prior period financial statements. The financial statements for the prior period have been restated to reflect this reclassification. The effect of the reclassification on the Group's statement of financial position and statement of comprehensive income in respect of the comparative amount for the year ended 31 December 2022 is set out below:
31 Dec 2022 Adjustment for 31 Dec 2022
Discontinued Operations
As reported Restated
£ 000 £ 000 £ 000
Revenue 145,998 (83,436) 62,562
Cost of sales (103,878) 77,049 (26,829)
Gross Profit 42,120 (6,387) 35,733
Administrative expenses (33,424) 5,533 (27,891)
- Staff costs (23,720) 1,750 (21,970)
- Other (9,704) 3,783 (5,921)
Operating profit 8,696 (854) 7,842
Business re-positioning costs (1,964) - (1,964)
Finance costs (6,398) - (6,398)
Other Finance costs (4,507) 37 (4,470)
Transaction costs (4,924) 545 (4,379)
Remuneration charge (deferred consideration) (1,852) - (1,852)
Other gains or losses (23) 23 -
Loss before tax (10,972) (249) (11,221)
Income tax receipt/(expense) 4,480 (24) 4,456
Loss for the year net of tax reclassified to discontinued operations (273) 273
Loss for the year from continuing operations (6,492) - (6,492)
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
31 Dec 2022 Adjustment for 31 Dec 2022
Discontinued Operations
As reported Restated
£ 000 £ 000 £ 000
Property, plant and equipment 832 (45) 787
Total non-current assets 132,346 (45) 132,301
Trade and other receivables 9,274 (4,462) 4,812
- Trade receivables 7,440 (2,886) 4,554
- Prepayments and other receivables 1,834 (1,576) 258
Cash and cash equivalents 19,624 (2,898) 16,726
Assets held for sale - 7,405 7,405
Short term investments 52 - 52
Current Assets 28,950 45 28,995
Total Assets 161,296 - 161,296
5,396
Trade and other payables (17,597) (12,201)
- Trade payables (2,976) 493 (2,483)
- Accrued expenses (11,812) 4,903 (6,909)
Liabilities associated with assets held for sale
- (5,396) (5,396)
Current liabilities (38,368) - (38,368)
Total Liabilities (87,329) - (87,329)
Total equity and liabilities (161,296) - (161,296)
3 Accounting policies Basis of accounting
The financial statements of the Group have been prepared in accordance with UK
adopted international accounting standards and in line with the Guernsey
Company Law.
The financial statements have been prepared on the historical cost basis;
except for the revaluation of financial instruments (please refer to note 28
for details). Historical cost is generally based on the fair value of the
consideration given in exchange for the assets. The principal accounting
policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Group made up to 31 December each year.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Basis of consolidation (continued)
The subsidiaries of the Group are detailed in note 19. All businesses are
consolidated from the date of acquisition.
For the purpose of the consolidated financial statements, the results and
financial position of each subsidiary are expressed in pounds sterling, which
is the functional and presentation currency for the consolidated financial
statements.
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 results of subsidiaries acquired or disposed of during the year are
included in the income statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by the group.
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which: (a) represents a separate major line of business or
geographical area of operations; (b) is part of a single co-ordinated plan to
dispose of a separate major line of business or geographic area of operations;
or (c) is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held for sale.
When an operation is classified as a discontinued operation, the comparative
statement of profit and loss and OCI is re-presented as if the operation had
been discontinued from the start of the comparative year.
The purchase method of accounting is used to account for business combinations
that result in the acquisition of subsidiaries by the group. The cost of a
business combination is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the business combination.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Any excess of the cost of the business combination
over the acquirer's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions
between the company and its subsidiaries, which are related parties, are
eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that
requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the group. Non-controlling
interests in the net assets of consolidated subsidiaries are identified
separately from the group's equity therein. Non-controlling interests consist
of the amount of those interests at the date of the original business
combination and the non-controlling shareholder's share of changes in equity
since the date of the combination. Total comprehensive income is attributed to
non-controlling interests even if this results in the non-controlling
interests having a deficit balance.
Going concern
The Directors review the going concern position of the Group on a regular
basis as part of the monthly reporting process which includes consolidated
management accounts and cash flow projections and have, at the time of
approving the financial statements, a reasonable expectation that the Group
has adequate resources to continue in operational existence for the
foreseeable future. Further, as detailed in the Directors' report, a letter of
support from PSCL, who intends to to continue to support the Group financially
in the 12 months following the approval of the Group's financial statements
for the year ended 31 December 2023 has been obtained. Accordingly, the
Directors continue to adopt the going concern basis of accounting in preparing
the financial statements.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Foreign currency
Transactions in foreign currencies are translated to the Group's functional
currency at the foreign exchange rate ruling at the date of the transaction
and recognized in the consolidated income statement. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are re
translated to the functional currency at the foreign exchange rate ruling at
that date. Non-monetary assets and liabilities that are measured in terms of
historical cost in a foreign currency are translated using the exchange rate
at the date of the transaction. Foreign exchange differences arising on
translation of a foreign entity are recognized in equity. Foreign entity
income statements are translated to the Group's functional currency at the
twelve month average for the relevant fiscal year.
Revenue recognition
Performance obligations and timing of revenue recognition
The majority of the Group's UK revenue, being investment management fees and
ongoing wealth advisory, is derived from the value of funds under management /
advice, with revenue recognised over the period in which the related service
is rendered. This method reflects the ongoing portfolio servicing required to
ensure the Group's contractual obligations to its clients are met. This also
applies to the Group's US Registered Investment Advisor ("RIA") business.
For certain commission, fee-based and initial wealth advisory income, revenue
is recognised at the point the service is completed. This applies in
particular to the Group's US Independent Broker Dealer ("IBD") services, and
its execution-only UK investment management. There is limited judgement needed
in identifying the point such a service has been provided, owing to the
necessity of evidencing, typically via third-party support, a discharge of
pre-agreed duties.
The US division also has significant Investment Banking operations, where
commission is recognised on successful completion of the underlying
transaction.
Determining the transaction price
Most of the Group's UK revenue is charged as a percentage of the total value
of assets under management or advice. For revenue earned on a commission
basis, such as the US broker dealing business, a set percentage of the trade
value will be charged. In the case of one-off or ad hoc engagements, a fixed
fee may be agreed.
Allocating amounts to performance obligations
Owing to the way in which the Group earns its revenue, which is largely either
percentage-based or fixed for discrete services rendered, there is no
judgement required in determining the allocation of amounts received. Where
clients benefit from the provision of both investment management and wealth
advisory services, the Group is able to separately determine the quantum of
fees payable for each business stream.
Further details on revenue, including disaggregation by operating segment and
the timing of transfer of service(s), are provided in note 3 below.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Borrowings
All borrowing costs are measured at the present value of the contractual
payments due to the lender over the loan term, with the discount rate
determined by reference to the interest rate inherent in the loan.
Retirement benefit costs
The Group contributes to defined contribution pension schemes, held in
separately administered funds. Contributions to the schemes are charged as per
employee contracts through the profit or loss as they fall due.
Taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in profit or loss, except that a change attributable to an item of
income or expense recognised as other comprehensive income is also recognised
directly in other comprehensive income.
Current tax
The tax payable is based on taxable profit for the year. Taxable profit
differs from net profit as reported in the Statement of Comprehensive Income
as it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable or
deductible. Tax is recognised in the Statement of Comprehensive Income, except
where a charge attributable to an item of income and expense is recognised as
other comprehensive income, or where an item recognised directly in equity is
also recognised in other comprehensive income or directly in equity
respectively. The current income tax charge is calculated on the basis of tax
rates and laws that have been enacted or substantively enacted by the
reporting date in the countries where the Group operates and generates income.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the Statement of Financial Position
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each Statement of
Financial Position date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or
part of the asset to be recovered. Detailed financial forecasts are in place
to support the carrying value of the deferred asset.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
recognised in the Statement of Comprehensive Income, except where a charge
attributable to an item of income and expense is recognised as other
comprehensive income, or where an item recognised directly in equity is also
recognised in other comprehensive income or directly in equity respectively
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any recognised impairment loss.
Depreciation
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives, using the straight-line
method, on the following basis:
Asset class
Office equipment, fixtures and
fittings:
over 60 months on a straight-line basis
IT equipment and
software:
over 36 months on a straight-line basis
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in income.
Depreciation periods for newly-acquired businesses may vary, however the Group
aims to harmonise such accounting estimates within 12 months.
Business combinations
All business combinations are accounted for by applying the acquisition
method. The acquisition method involves recognition, at fair value, of all
identifiable assets and liabilities, including contingent liabilities, of the
subsidiary at the acquisition date, regardless of whether or not they were
recorded in the financial statements of the subsidiary prior to acquisition.
Where a full assessment of fair values is not practicable at the signing of
these financial statements, provisional accounting has been adopted. The cost
of business combinations is measured based on the fair value of the equity or
debt instruments issued and cash or other consideration paid, plus any
directly attributable costs. The consideration liability is contingent on
performance requirements during the deferred consideration period. The value
of the contingent consideration is determined by EBITDA and/or revenue targets
agreed on the acquisition of each asset, as defined under the respective
Purchase Agreements. As at the reporting date, the Group is expecting to pay
the full value of its deferred consideration as all acquisitions are on target
to meet the requirements.
Where the payment of deferred consideration is contingent on the continued
employment of the seller(s) of a business post-acquisition during the deferred
payment period, such contingent consideration is treated as remuneration in
accordance with IFRS 3, and accounted for as a charge against profits as
incurred. No deferred liability is created for this portion of consideration
at the time of acquisition.
Goodwill arising on a business combination represents the excess of cost over
the fair value of the Group's share of the identifiable net assets acquired
and is stated at cost less any accumulated impairment losses. Goodwill is
tested annually for impairment. Any impairment is recognised immediately
through the profit and loss. Negative goodwill arising on an acquisition is
recognised immediately through the profit and loss.
Impairment
Goodwill and other intangible assets with an indefinite life are tested
annually for impairment. For the purposes of impairment testing, goodwill
acquired in a business combination is allocated to each of the Group's CGUs
that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquisition are assigned to those units.
The carrying amount of each CGU is compared to its recoverable amount. For
more detail refer to note 14.
Where goodwill forms part of a CGU and part of the operation within that unit
is disposed of, the goodwill associated with the operation disposed of is
included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance
is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31
December 2023
Intangible assets
Client relationships
Client relationships acquired in a business combination are recognised at fair
value at the acquisition date. Relationships acquired outside of a business
combination are initially recognised at cost. In assessing the fair value of
these relationships, the Group has estimated their finite life based on
information about the typical length of existing client relationships.
Amortisation is calculated using the straight line method over their useful
lives, ranging from 10 to 20 years.
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair value
of the Group's share of the net identifiable assets of the acquired subsidiary
at the date of acquisition. Goodwill on acquisitions of subsidiaries is
included in 'intangible assets'. Goodwill is tested annually for impairment
and carried at cost less accumulated impairment losses. Impairment losses on
goodwill are not reversed.
Financial assets and liabilities
Financial assets and liabilities are recognised in the Group's Statement of
Financial Position when the Group becomes a party to the contractual
provisions of the instrument and are initially measured at fair value.
Classification and initial measurement of financial assets
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
As required under IFRS 9, financial assets are classified into the following
categories:
• amortised cost;
• fair value through profit or loss (FVTPL); and
• fair value through other comprehensive income (FVOCI).
In the periods presented the Group did not have any financial assets
categorised as FVOCI.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows; and
• the contractual terms of the financial assets give rise to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where the effect of
discounting is immaterial.
Classification and measurement of financial liabilities
Financial liabilities are initially measured at amortised cost or at fair
value, and, where applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Impairment of financial assets
Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process the probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being
recognised within cost of sales in the consolidated statement of comprehensive
income. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated
provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset, twelve month expected credit losses along
with gross interest income are recognised. The assessment of whether there has
been a significant increase in credit risk is based on an increase in the
probability of a default occurring since initial recognition. For those for
which credit risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
The Group considers a broad range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this approach, IFRS 9 makes a distinction between:
• financial instruments that have not deteriorated significantly in credit
quality since initial recognition or that have low credit risk (Stage 1); and
• financial instruments that have deteriorated significantly in credit
quality since initial recognition and whose credit risk is not low (Stage 2);
and
• financial assets that have objective evidence of impairment at the
reporting date (Stage 3).
12-month expected credit losses' are recognised for the first category while
'lifetime expected credit losses' are recognised for the second category.
Under the ECL model, a dual measurement approach applies whereby a financial
asset will attract an ECL allowance equal to either:
• 12 month expected credit losses (losses resulting from possible defaults
within the next 12 months); or
• lifetime expected credit losses (losses resulting from possible defaults
over the remaining life of the financial asset).
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial instrument.
Equity
Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued are recognised at the proceeds received, net of direct issue costs.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Impairment of financial assets (continued)
Effective interest rates
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial
liability, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Reclassification of equity
Under the Guernsey Company law, Kingswood Holdings Limited reserves the right
to set movement from share premium into another reserve.
Trade payables
These amounts represent liabilities for goods and services provided to the
Group prior to the end of financial year which are unpaid. The amounts are
unsecured and are usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective
interest method.
Client money
The Group holds money on behalf of clients in accordance with the client money
rules of the Financial Conduct Authority and other regulatory bodies. Such
money and the corresponding liabilities to clients are not shown on the face
of the Statement of Financial Position, as the Group is not beneficially
entitled thereto. The amounts held on behalf of clients at the Statement of
Financial Position date are stated in note 20.
Deferred consideration
Deferred consideration, which is included within liabilities or equity
depending on the form it takes, relates to the Directors' best estimate of
amounts payable in the future in respect of certain client relationships and
subsidiary undertakings that were acquired by the Group. Deferred
consideration is measured at its fair value based on the discounted expected
future cash flows.
The amount recognised as deferred consideration is dependent on the
acquisition structure, specifically the employment terms of the seller(s) post
acquisition. If payment of deferred consideration is contingent on the
continued employment of the seller(s) during the deferred payment period, such
contingent payment is treated as remuneration, not deferred consideration, and
accounted for as a charge against profits as incurred over the deferred
period.
Remuneration payable on business combinations
Payments due in relation to share or business purchase agreements, but which
remain linked to the continued employment of the acquiree's employees, are
recognised as a remuneration expense through the Consolidated Statement of
Comprehensive Income. These costs are excluded from Operating Profit on the
basis these costs relate to acquisitions and do not reflect the ongoing
underlying business performance, and will cease when the earnout period on a
given deal concludes.
Non-operating costs and other acquisition-related items
In addition to the above, certain other costs have been excluded from
Operating Profit, on the basis these costs primarily relate to acquisitions or
other non-recurring expenditure. The retained Operating Profit figure
represents the Directors' assessment of the ongoing underlying performance of
the core business.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share based remuneration
Equity-settled share-based remuneration to employees and others providing
similar services are measured at the fair value of the equity instruments at
the grant date. The fair value excludes the effect of non-market-based vesting
conditions. Details regarding the determination of the fair value of
equity-settled share-based transactions are set out in note 28.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of equity instruments that will eventually vest. At
each Statement of Financial Position date, the Group revises its estimate of
the number of equity instruments expected to vest as a result of the effect of
non-market based vesting conditions. The impact of the revision of the
original estimates, if any, is recognised in the Statement of Comprehensive
Income such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to the equity-settled share based payments reserve.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents include
cash in hand, deposits held at call with banks, and other short-term highly
liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of change in value. Such
investments are normally those with original maturities of three months or
less. Cash and cash equivalents are stated net of bank overdrafts, if any.
Leases
Under IFRS 16, a contract is, or contains, a lease if the contract conveys a
right to control the use of an identified asset for a period of time in
exchange for consideration.
The Group leases a number of assets, including properties and office
equipment.
The Group initially records a lease liability reflecting the present value of
the future contractual cash flows to be made over the lease term, discounted
using the Group's incremental borrowing rate. This is the rate payable by the
Group on a loan of a similar term, and with similar security to obtain an
asset of similar value. A right-of-use asset is also recorded at the value of
the lease liability plus any directly related costs and estimated dilapidation
expenses.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted
using a revised discount rate. An equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised carrying amount
being amortised over the remaining (revised) lease term. If the carrying
amount of the right-of-use asset is adjusted to zero, any further reduction is
recognised in profit or loss.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for leases of low value assets and leases with a duration of
12 months or less. The Group recognises the lease payments associated with
such leases as an expense on a straight-line basis over the lease term.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Critical judgements in applying the Group's accounting policies
The following are the critical judgements that the Directors have made in the
process of applying the Group's accounting policies that had the most
significant effect on the amounts recognised in the financial statements.
Assessment of control
Control is considered to exist where an investor has power over an investee,
or else is exposed, and has rights, to variable returns. The Group determines
control to exist where its own direct and implicit voting rights relative to
other investors afford KHL - via its board and senior management - the
practical ability to direct, or as the case may be veto, the actions of its
investees. KHL holds 50.1% of voting rights in Kingswood US, LLC and its
subsidiaries, as well as having representation on the US division's advisory
board by key KHL Board members. The Group has thus determined that the Company
has the practical ability to direct the relevant activities of Kingswood US,
LLC and its subsidiaries and has consolidated the sub-group as subsidiaries
with a 49.9% non-controlling interest.
Estimates and Assumptions
Intangible assets:
Expected duration of client relationships
The Group makes estimates as to the expected duration of client relationships
to determine the period over which related intangible assets are amortised.
The amortisation period is estimated with reference to historical data on
account closure rates and expectations for the future. During the year, client
relationships were amortised over a 10-20 year period as detailed in note 16.
Goodwill
The amount of goodwill initially recognised as a result of a business
combination is dependent on the allocation of the purchase price to the fair
value of the identifiable assets acquired and the liabilities assumed. The
determination of the fair value of the assets and liabilities is based, to a
considerable extent, on management's judgement. Goodwill is reviewed annually
for impairment by comparing the carrying amount of the CGUs to their expected
recoverable amount, estimated on a value-in-use basis.
Share-based remuneration
Share-based remuneration
The calculation of the fair value of share-based payments requires assumptions
to be made regarding market conditions and future events. These assumptions
are based on historic knowledge and industry standards. Changes to the
assumptions used would materially impact the charge to the Statement of
Comprehensive Income. Details of the assumptions are set out in note 28.
Deferred Tax
Recoverability of deferred tax assets
The amount of deferred tax assets recognised requires assumptions to be made
to the financial forecasts that probable sufficient taxable profits will be
available to allow all or part of the asset to be recovered. More information
is disclosed in note 16 to the financial statements.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Estimates and Assumptions (continued)
Leases:
Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in leases where
it is the lessee, therefore, it uses its incremental borrowing rate to measure
lease liabilities. This is the rate of interest that the Group would have to
pay to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a
similar economic environment.
The incremental borrowing rate therefore reflects what the Group 'would have
to pay', which requires estimation when no observable rates are available or
when they need to be adjusted to reflect the terms and conditions of the lease
(for example, when leases are not in the subsidiary's functional currency).
The Group estimates the incremental borrowing rate using observable inputs
(such as market interest rates) when available and is required to make certain
entity-specific estimates (such as the subsidiary's stand-alone credit
rating).
Deferred consideration:
Deferred payments
The Group structures acquisitions such that consideration is split between
initial cash or equity settlements and deferred payments. The initial value of
the contingent consideration is determined by EBITDA and/or revenue targets
agreed on the acquisition of each asset. It is subsequently remeasured at its
fair value through the Statement of Comprehensive Income, based on the
Directors' best estimate of amounts payable at a future point in time, as
determined with reference to expected future performance. Forecasts are used
to assist in the assumed settlement amount.
Discontinued operations and assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are
classified as held-for-sale if it is highly probable that they will be
recovered through a sale transaction rather than through continuing use. The
assets or disposal group are measured at the lower of carrying amount and fair
value less cost to sell. A discontinued operation is a component of the
Group's business, the operations and cash flows of which can be clearly
distinguished from the rest of the Group and which:
(a) represents a separate major line of business or geographical area of
operations;
(b) is part of a single co-ordinated plan to dispose of a separate major line
of business or geographic area of operations; or
(c) is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held for sale.
When an operation is classified as a discontinued operation, the comparative
statement of profit and loss and OCI is re-presented as if the operation had
been discontinued from the start of the comparative year.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
4 Business and geographical segments
Information reported to the Group's Non-Executive Chairman for the purposes of
resource allocation and assessment of segment performance is focused on the
category of customer for each type of activity.
The Group's reportable segments under IFRS 8 are as follows: investment
management, wealth planning and US operations.
The Group has disaggregated revenue into various categories in the following
table which is intended to depict how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic data and enable
users to understand the relationship with revenue segment information provided
below.
The following is an analysis of the Group's revenue and results by reportable
segment for the year to 31 December 2023. During the year, the sale of
subsidiary Benchmark Investments, LLC (BMI), which is part of US operations
has been classified as held for sale and is shown as discontinued operations.
The prior year comparative has been restated.
The table below details a full year's worth of revenue and results for the
principal business and geographical divisions, which has then reconciled to
the results included in the Statement of Comprehensive Income:
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
4 Business and geographical segments (continued)
Investment Wealth US Ireland Group Continuing Discontinued Total
management planning operations operations Total Total
2023 2023 2023 2023 2023 2023 2023 2023
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £ 000
Revenue (disaggregated by timing):
Point in time 974 4,420 28,633 1.550 - 35,577 36,484 72,061
Over time 6,995 27,970 10,941 4,636 41 50,583 1,827 52,410
External sales 7,969 32,390 39,574 6,186 41 86,160 38,311 124,471
Direct expenses (1,154) (1,482) (32,851) - - (35,487) (36,322) (71,809))
Gross profit 6,815 30,908 6,723 6,186 41 50,673 1,989 52,662
Operating profit / (loss) 3,020 10,709 1,870 1, 948 (6,731) 10,816 (103) 10,713
Business re-positioning costs (265) (425) - - (1,204) (1,894) - (1,894)
Finance costs (13) (156) (13) (3) (12,781) (12,966) (6) (12,972)
Amortisation and depreciation (9) (1,656) (145) (51) (4,185) (6,046) (37) (6,083)
Other gains / (losses) - (5) 46 - 90 131 - 131
Remuneration charge (deferred
consideration) - - - - (474) (474) - (474)
Transaction costs 6 (586) 1,117 (72) (3,293) (2,828) (490) (3,318)
Profit / (loss) before tax 2,739 7,881 2,875 1,822 (28,578) (13,261) (636) (13,897)
Tax - (39) (37) (290) (2,339) (2,705) - (2,705)
Profit / (loss) after tax
2,739 7,842 2,838 1,532 (30,917) (15,966) (636) (16,602)
4 Business and geographical segments (continued)
Investment Wealth US Ireland
management planning Operations operations Group Continuing Discontinued Total
(Restated) Total Total
(Restated) (Restated)
2022 2022 2022 2022 2022 2022 2022 2022
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 £'000
Revenue (disaggregated by timing):
Point in time 931 3,018 13,807 - - 17,756 81,235 98,991
Over time 6,252 23,644 14,910 - - 44,806 2,201 47,007
External sales 26,662 28,717 - - 62,562 83,436 145,998
7,183
Direct expenses (1,277) (1,183) (24,376) - 7 (26,829) (77,049) (103,878)
Gross profit 25,479 4,341 - 7 35,733 6,387 42,120
5,906
Operating profit / (loss) 2,135 9,353 2,112 - (5,758) 7,842 854 8,696
Business re-positioning costs (282) (378) - - (1,304) (1,964) - (1,964)
Finance costs - (130) - - (6,268) (6,398) - (6,398)
Amortisation and depreciation (3) (1,092) - - (3,375) (4,470) (37) (4,507)
Other gains / (losses) - - - - - - (23) (23)
Deferred payments - - - - (1,852) (1,852) - (1,852)
Transaction costs 191 (1,389) (48) - (3,133) (4,379) (545) (4,924)
Profit / (loss) before tax
6,364 2,064 - (21,690) (11,221) 249 (10,972)
2,041
Tax - - (46) - 4,502 4,456 24 4,480
Profit / (loss) after tax 2,041 6,364 2,018 - (17,188) (6,765) 273 (6,492)
2022 results are restated due to a business classified as discontinued
operations - see Note 2 and Note 6.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
4 Business and geographical segments (continued)
Investment Wealth US Ireland
management planning operations operations Group Total
2023 2023 2023 2023 2023 2023
£ 000 £ 000 £ 000 £ 000 £ 000
£ 000
Additions to non-current
assets (978) (1,964) 3,976 21,521 22,602
47
Reportable segment
assets 22,359 22,749 10,524 123,041 183,482
4,809
Tax assets 2,058
Total Group assets 185,540
Reportable segment
liabilities 3,859 5,152 811 113,913 124,641
906
Total Group liabilities 124,641
Investment management Wealth planning US Ireland
operations operations Group Total
2022 2022 2022 2022 2022 2022
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000
Additions to non-current
assets 3,011 1,130 - 39,951 43,939
(153)
Reportable segment
assets 24,533 24,492 - 102,403 156,803
5,375
Tax assets 4,492
Total Group assets 161,295
Reportable segment
liabilities 5,530 8,132 - 73,105 87,329
562
Total Group liabilities 87,329
5 Loss after tax
Loss after tax for the year is stated after charging
2023 2022
(Restated)
£ 000 £ 000
Depreciation of property, plant and equipment (incl right of use asset) 1,125 1,069
Gain on sale of subsidiary (Note 31) 1,039 -
Amortisation of intangible assets 4,921 2,944
Staff costs 30,460 21,970
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
5 Loss after tax (continued)
See Directors' Remuneration Report on page 40 for details of Directors'
remuneration during the year.
Included in the loss after tax are business re-positioning and transaction
costs. Business re-positioning costs include restructuring costs in relation
to staff and third-party suppliers. Transaction costs are primarily
deal-related and driven by the acquisitions entered into by the Group.
6 Discontinued operations
On November 9th, Kingswood US sold the entire share capital of wholly owned subsidiary Benchmark Investments, LLC (BMI) for a consideration of US$5million. The sale of BMI reflects Kingswood US's strategic decisions to optimise its business portfolio and streamline operations, allowing the Company to focus on core strengths and areas of growth within the financial services industry. At 31 December 2022, the business has been classified as held for sale and is classified as a discontinued operation.
Results of discontinued operations: 2023 2022
£ 000 £ 000
Revenue 38,311 83,436
Cost of sales ( 36,322) (77,049)
Gross Profit 1,989 6,387
Administrative expenses (2,092) (5,533)
- Staff costs (516) (1,750)
- Other (1,576) (3,783)
Operating profit (103) 854
Business re-positioning costs (101)
Finance costs (6) (4)
Other Finance costs (37) (37)
Transaction costs (490) (440)
Other gains or losss (23)
(Loss)/Profit before tax (636) 249
Income tax receipt/(expense) - 24
Loss for the year from discontinued operations (636) 273
Attributable to:
Owners of the Company (319) 137
Non-controlling interests (317) 136
(636) 273
2023 2022
Cash flows used in discontinued operations £ 000 £ 000
Net cash from operating activities - 2,898
Net cash from investing activities - -
Net cash from financing activities - -
Net cash flows for the year - 2,898
6 Discontinued operations (continued)
At 31 December 2022, the disposal group was stated at its carrying value and
comprised the following assets and liabilities:
2022
£ 000
Property, plant and equipment 45
Trade and other receivables 4,462
Cash and cash equivalents 2,898
Assets held for sale 7,405
Trade and other payables 5,396
Liabilities associated with assets held for sale 5,396
7 Auditors' remuneration
The analysis of fees payable to the Group's auditor is as follows:
2023 2022
£ 000 £ 000
Audit of Company 378 320
Audit of Subsidiaries 130 135
CASS audit 28 31
Total auditor's remuneration 536 486
8 Staff costs
The average monthly number of persons (including Executive Directors) is as follows:
2023 2022
(Restated)
No. No.
Management 3 4
Client advisers 118 93
Operations 269 168
Finance 14 17
Risk and Compliance 7 8
Human resources 6 10
Average number of employees 417 300
Aggregate staff remuneration comprised:
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
8 Staff costs (continued)
2023 2022
(Restated)
£ 000 £ 000
Wages and salaries 25,318 17,116
Social security costs 2,191 2,046
Pension costs, defined contribution scheme 1,599 1,364
Other short-term employee benefits 474 479
Redundancy costs 422 113
Share-based remuneration 456 852
Total staff costs 30,460 21,970
2023 2022
£ 000 £ 000
Operating staff costs 29,614 21,186
Business re-positioning costs 324 250
Acquisition team costs 522 534
Total staff costs 30,460 21,970
2023
2022
(Restated)
£ 000
£ 000
Wages and salaries
25,318
17,116
Social security costs
2,191
2,046
Pension costs, defined contribution scheme
1,599
1,364
Other short-term employee benefits
474
479
Redundancy costs
422
113
Share-based remuneration
456
852
Total staff costs
30,460
21,970
2023
2022
£ 000
£ 000
Operating staff costs
29,614
21,186
Business re-positioning costs
324
250
Acquisition team costs
522
534
Total staff costs
30,460
21,970
2022 staff costs are restated due to a business classified as discontinued
operations - see Note 2 and Note 6.
9 Finance costs
2023 2022
£ 000 £ 000
Interest cost on external borrowings 7,292 456
Finance cost in relation to lease liability (note 21) 150 147
Finance cost in relation to deferred consideration 2,870 3,109
Preference share dividends 2,594 2,481
Other finance costs 60 205
Total finance costs 12,966 6,398
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
( )
10 Other gains and losses
2023 2022
(Restated)
£ 000 £ 000
Other gains and losses (93) -
Unrealised gain/(loss) on fixed income securities 224 -
131 -
2022 other gains and losses are restated due to a business classified as
discontinued operations - see Note 2 and Note 6.
11 Taxation
Tax charged/(credited) in the income statement
2023 2022
(Restated)
£ 000 £ 000
Current taxation
Current year tax expense - -
Reclassification of discontinued operation income tax - 24
Foreign tax adjustment to prior periods 228 22
Total current income tax 228 46
Deferred taxation
Movement in deferred tax (note 16) 2,477 (4,502)
Tax (receipt)/expense in the income statement 2,705 (4,456)
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Factors affecting tax charge for the year
The tax on profit before tax for the year has increased from 19% to 25% as of
1(st) April 2023.
The differences are reconciled below:
2023 2022
(Restated)
£ 000 £ 000
Loss before tax from continuing operatuons (13,261) (10,972)
Corporation tax at standard rate (3,120) (2,085)
Expenses not deductible for tax purposes 2,290 2,823
Adjustments for Statement of Financial Position items 438 210
Benefit of superdeduction - (6)
(Over)/under provision in prior years 1,268 22
Adjustment for revenue ineligible for tax purposes (3) (48)
Unrelieved tax losses carried forward (152) (417)
Foreign tax adjustments (310) -
Movement in deferred tax 1,326 (4,502)
Reclassification of discontinued operation income tax - 24
Different tax rates applied in overseas jurisdictions 968 (477)
Total tax (credit)/charge 2,705 (4,456)
Factors that may affect future tax changes
In the Spring Budget 2021, the UK Government announced that from 1 April 2023
the corporation tax rate would increase to 25% (rather than remaining at 19%,
as previously enacted). This new law was substantively enacted 24 May 2021.
Deferred taxes at the Statement of Financial Position date have been measured
using these enacted tax rates and reflected in these financial statements.
The tax expense excludes a tax charge from discontinued operations of £nil
(2022: credit £23,555).
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
12 Dividends
The Directors are not proposing to pay a dividend to ordinary shareholders in
respect of the year ended 31 December 2023 (year ended 31 December 2022:
£nil).
13 Earnings per share
2023 2022
(Restated)
£ 000 £ 000
Loss from continuing operations for the purposes of basic loss per share,
being net loss attributable to owners of the Group
(17,597) (8,070)
Loss from discontinued operations for the purposes of basic loss per share,
being net loss attributable to owners of the Group
(636) 273
Total loss for the purposes of basic loss per share, being net loss (18,233) (7,797)
attributable to owners of the Group
Number of shares
Weighted average number of ordinary shares 216,920,724 216,920,724
Convertible preference shares in issue 538,027,380 512,407,029
Share options 5,956,773 5,897,018
Weighted average number of ordinary shares assuming conversion 760,904,877 735,224,771
Owing to the Group being in a loss-making position for the years ending 31
December 2023 and 2022, the effect of any conversion events would be
antidilutive to the loss per share. Therefore the diluted loss per share has
not been restated from the basic loss per share from continuing operation of
£0.08 (2022: loss per share £0.04).
The basic loss per share from discontinued operations was £nil (2022:
profit per share £0.00).
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
14 Property, plant and equipment
Furniture, fittings and
equipment
Total
£ 000 £ 000
Cost or valuation
At 1 January 2022 1,655 1,655
Additions 113 113
Reclassifications 1,438 1,438
Acquisitions NBV 80 80
Foreign exchange movements 17 17
Transfer to Asset held for sale (132) (132)
At 31 December 2022 3,171 3,171
At 1 January 2023 3,171 3,171
Additions 136 136
Acquisitions NBV 1,056 1,056
Foreign exchange movements 18 18
At 31 December 2023 4,381 4,381
Depreciation
At 1 January 2022 714 714
Charge for year 310 310
Reclassifications 1,438 1,438
Transfer to Asset held for sale (87) (87)
Foreign exchange movements 9 9
At 31 December 2022 2,384 2,384
At 1 January 2023 2,384 2,384
Charge for the year 362 362
Acquisitions NBV 865 865
At 31 December 2023 3,611 3,611
Carrying amount
At 31 December 2023 770 770
At 31 December 2022 787 787
Prior year reclassification of £44,982 at NBV in 2022 includes assets
reclassified to assets held for sale. (see Note 2 and Note 6).
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
15 Right of use assets
Property Total
£ 000 £ 000
Cost or valuation
At 1 January 2022 4,089 4,089
Other Adjustment (137) (137)
Additions 1,705 1,705
At 31 December 2022 5,657 5,657
At 1 January 2023 5,657 5,657
Additions 446 446
At 31 December 2023 6,103 6,103
Depreciation
At 1 January 2022 1,370 1,370
Adjustment (25) (25)
Charge for year 759 759
At 31 December 2022 2,104 2,104
At 1 January 2023 2,104 2,104
Charge for the year 763 763
At 31 December 2023 2,867 2,867
Carrying amount
At 31 December 2023 3,236 3.236
At 31 December 2022 3,553 3,553
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
16 Goodwill and other intangible assets
Other intangible
assets
Goodwill Total
£ 000 £ 000 £ 000
Cost or valuation
At 1 January 2022 45,150 42,615 87,765
Additions 18,402 33,491 51,893
Revaluation of acquisition (6,364) - (6,364)
Exchange adjustments 629 - 629
At 31 December 2022 57,817 76,106 133,923
At 1 January 2023 57,817 76,106 133,923
Additions 7,433 20,288 27,721
Revaluation of acquisition 247 - 247
Exchange adjustments (329) (1) (330)
At 31 December 2023 65,168 96,393 161,561
Amortisation
At 1 January 2022 2,279 5,231 7,510
Charge for year - 2,944 2,944
At 31 December 2022 2,279 8,175 10,454
At 1 January 2023 2,279 8,175 10,454
Charge for year - 4,702 4,702
At 31 December 2023 2,279 12,877 15,156
Carrying amount
At 31 December 2023 62,889 83,516 146,405
At 31 December 2022 55,538 67,931 123,469
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Goodwill
Goodwill acquired in a business combination is allocated at acquisition to the
CGUs that are expected to benefit from that business combination.
The Group has identified five CGUs at 31 December 2023 analysed between
Investment Management, Wealth Planning, Ireland operations and its US
operations split between RIA and IBD operations and the Investment Banking
business. A CGU is defined as the smallest identifiable group of assets that
generates cash inflows that are largely independent of the cash inflows from
other assets or groups of asset. Key management information is prepared and
reviewed across the Group's operating segments, and proposed acquisitions are
analysed in one of those segments.
This is the tenth year in which the investment management and wealth planning
CGUs have been analysed in this format. As the goodwill recognised on US
acquisitions is not considered to be allocable on a non-arbitrary basis to
individual CGUs, the carrying value of goodwill recognised on US acquisitions
in 2020 is attributed to the combined US operating segment, made up of the
RIA/IBD and Investment Banking CGUs. KHL's directly owned subsidiaries KW US
Holdings Limited, and KW UK Financial Holdings Limited respectively hold and
reflect the distinction between the US and UK businesses. KW UK BidCo Limited
("BidCo") was incorporated as 100% owned subsidiary of KW UK Financial
Holdings Limited. BidCo in turn is 100% owner of KW UK Wealth Planning HoldCo
Limited and KW UK Investment Management Limited. These holdings companies own
the Group's UK regulated Wealth Planning and Investment Management firms and
reflect the split between the investment management and wealth planning CGUs
depending on which CGU the relevant assets are allocated to. KHL acquired
Moloney Investments Limited during the 2023 financial year, with the goodwill
recognised on acquisition wholly being allocated to the Ireland CGU.
The carrying value of goodwill at 31 December 2023 is allocated as follows:
Investment Wealth
Management Planning US Operations IRE Operations Total
£ 000 £ 000 £ 000 £ 000 £ 000
16,338 36,117 5,580 4,854 62,889
Goodwill
The Group tests each CGU, or groups of CGUs, at least annually for goodwill
impairment. The recoverable amount of a CGU is determined as the higher of
fair value less costs to sell and the value in use. Valuations are based on
the discounted cash flow method. Projected cash flows are based on the most
recent business plan, with a terminal growth rate of 2%, which is considered
prudent in the context of the long-term average growth rate for the investment
management and financial planning industries in which the CGUs operate. The
discount rates used were 12.3% for the investment management and wealth
planning CGUs and 15.0% for the US CGUs, reflecting the risk-free rate of
interest and specific risks relating to each of the CGUs. The value of the CGU
related to Level 3 fair value measurements. Ireland CGU has not been tested
for impairment on the basis the acquisition completed within less than 12
months of the Group's financial year-end.
The US group of CGUs exceeded its carrying amount by £12.7m. The value of
the investment management and the wealth planning CGUs exceeded their carrying
value by £37.7m and £14.9m respectively.
The projected cashflows prepared by management are considered to be prudent
with natural sensitivities already built into the model. Further sensitivity
analysis has been performed with clear headroom in the recoverable amount over
the goodwill balance.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets
Intangible assets are valued based on underlying assets under management
(i.e., the client lists). The assets are assessed for their useful life on a
client by client basis in order to determine amortisation rates. There are
currently £67.6m of intangible assets being amortised over 20 years and
£0.6m over 15 years.
The addition in 2023 and 2022 to intangible assets represents the value of
assets under management and associated client lists acquired from business
combinations in each of the two years.
17 Deferred tax Group
The following are the major deferred tax assets and liabilities recognised by
the Group and movements thereon during the current and prior year:
Intangibles - customer relationships and brand recognised
upon At
At 1 January Movement in acquisition of 31 December
2023 year subsidiaries 2023
£ 000 £ 000 £ 000 £ 000
Assets 4,492 (2,434) - 2,058
Liabilities (12,584) (40) (4,852) (17,476)
(8,092) (2,474) (4,852) (15,418)
Intangibles - customer relationships and brands recognised
upon
At
At 1 January Movement in acquisition of 31 December
2022 year subsidiaries 2022
£ 000 £ 000 £ 000 £ 000
Assets - 4,492 - 4,492
Liabilities (4,577) 10 (8,018) (12,584)
(4,577) 4,502 (8,018) (8,092)
Deferred tax assets and liabilities may only be offset where the Group has a
legally enforceable right to do so. At the Statement of Financial Position
date, the Group has unused tax losses of £11.4m in the UK (2022: £17.9m)
available for offset against future profits.
A deferred tax asset has been recognised in respect of tax losses for the year
ended 31 December 2023 of £8.6m arising after 1 April 2017. No deferred tax
asset has been recognised in respect of the remaining tax losses of £2.8m
which arose prior to 1 April 2017, due to the utilisation of these losses
being more restrictive.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
18 Trade and other receivables
2023 2022
(Restated)
Current £ 000 £ 000
Trade receivables 7,837 4,554
Prepayments 6,267 258
Other receivables 191 -
14,295 4,812
The Directors consider that the carrying amount of trade and other receivables
is approximately equal to their fair value. All trade and other receivables
represent current receivables which are due within 12 months.
19 Subsidiaries
Details of the subsidiaries as at 31 December 2023 are as follows:
Name of subsidiary Activity Ownership 2023
KW US Holdings Limited (Guernsey) * Holding Company 100%
KW Wealth Group Ltd (England) * Management Services 100%
KW UK Financial Holdings Limited (Guernsey) * Holding Company 100%
KW UK Bidco Limited (Guernsey) Holding Company 100%
KW UK Wealth Planning HoldCo Limited (Guernsey) Holding Company 100%
KW UK Investment Management HoldCo Limited (Guernsey) Holding Company 100%
KW Wealth Planning Limited (England) Wealth Planning 100%
Admiral Wealth Management Limited (England) Wealth Planning 100%
Regency Investment Services Limited (England) Wealth Planning 100%
Money Matters (North East) Limited (England) Wealth Planning 100%
Allotts Financial Services Limited (England) Wealth Planning 100%
Vincent & Co Financial Ltd (England) Wealth Planning 100%
Eurosure Limited (England) Wealth Planning 100%
AIM Wealth Holdings (England) Holding Company 100%
AIM Independent Limited (England) Wealth Planning 100%
Casson Beckman Wealth Management (England) Wealth Planning 100%
Sterling Trust Financial Consulting Limited (England) Holding Company 100%
STP Wealth Management Limited (England) Wealth Planning 100%
Sterling Trust Professional Limited (England) Wealth Planning 100%
Sterling Trust Professional (North East) Limited (England) Wealth Planning 100%
Sterling Trust Professional (Sheffield) Limited (England) Wealth Planning 100%
NHA Financial Services Limited (England) Holding Company 100%
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Name of subsidiary Activity Ownership 2023
Sterling Trust Professional (York) Limited (England) Wealth Planning 100%
Strategic Asset Managers Limited (England) Wealth Planning 100%
Employee Benefit Solutions Limited (England) Wealth Planning 100%
JCH Investment Management Limited (England) Wealth Planning 100%
JFP Holdings Limited (England) Holding Company 100%
JFP Financial Services Limited (England) Wealth Planning 100%
KW Investment Management Limited (England) Investment Management 100%
EIM Nominees Limited (England) Nominee Company 100%
XCAP Nominees Limited (England) Nominee Company 100%
Joseph R Lamb Independent Financial Advisers (England) Limited Investment Management 100%
Metnor Holdings Limited (England) Holding Company 100%
IPN Partners Limited (England) Management Services 100%
Novus Financial Services Limited (England) Wealth Planning 100%
IBOSS Limited (England) Investment Management 100%
IBOSS Asset Management Limited (England) Investment Management 100%
Kingswood US Holdings Inc (USA) Holding Company 50.1%
Kingswood Investments LLC (USA) Holding Company 50.1%
Kingswood Capital Partners LLC (USA) Independent Broker Dealer 50.1%
Kingswood Investments LLC (USA) Independent Broker Dealer 50.1%
Moloney Investments Limited (Ireland) Wealth Planning 70%
Barry Fleming and Partners (Tax, Trusts and Investments Planning Ltd) Wealth Planning 100%
* Direct investment
Profits attributable to non-controlling interests in KW US (formerly MHC) and
its subsidiaries as at 31 December 2023 were £1,171,093 (US$1,461,250) (2022:
£1,304,652 (US$1,606,157)). Dividends paid to non-controlling interest in the
year were £491,000 (US$623,750). The accumulated non-controlling interest of
KW US and its subsidiaries as at 31 December 2023 were £3,737,014
(US$2,931,680). (as at 31 December 2022: £2,390,686 (US$2,878,386)).
Profits attributable and accumulated non-controlling interests in Moloney
Investments Limited and its subsidiaries as at 31 December 2023 was £459,695
(€400,012), (2022: £nil (€nil)). No dividends were paid to
non-controlling interest in the year.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Summarised financial information (material subsidiaries with non-controlling interests) before intra-group adjustments:
2023 2023 2022 2022
$ 000 £ 000 $ 000 £ 000
US
As at 31 December:
Current assets 16,646 13,059 15,400 12,792
Non-current assets 3,241 2,543 158 132
Current liabilities (6,507) (5,105) (9,731) (8,083)
Non-current liabilities (59) (47) (59) (49)
2023 2023 2022 2022
$ 000 £ 000 $ 000 £ 000
(Restated) (Restated)
12 months ended 31 December:
Revenue 49,379 39,574 54,638 28,717
Profit after tax 2,706 2,169 3,104 2,018
Other comprehensive income - - - -
Total comprehensive income 2,706 2,169 3,104 2,521
2023 2023 2022 2022
€ 000 £ 000 € 000 £ 000
Ireland
As at 31 December:
Current assets 7,551 6,548 - -
Non-current assets 4,585 3,976 - -
Current liabilities (935) (811) - -
Non-current liabilities - - - -
2023 2023 2022 2022
€ 000 £ 000 $ 000 £ 000
12 months ended 31 December:
Revenue 7,109 6,186 - -
Profit after tax 1,761 1,532 - -
Other comprehensive income - - - -
Total comprehensive income 1,761 1,532 - -
20 Cash and cash equivalents
2023 2022
(Restated)
£ 000 £ 000
Cash at bank and in hand 18,704 16,726
Client money
In November 2020, the Group's subsidiary KWIM moved to a Model B structure and
transferred its CASS obligations to a third party service provider.
Consequently, no client money was held in segregated bank accounts at 31
December 2023 (31 December 2022: £nil).
21 Trade and other payables
2023 2022
(Restated)
£ 000 £ 000
Trade payables 2,792 2,483
Accrued expenses 8,847 6,909
Social security and other taxes 849 1,283
Lease liability and dilapidations provision 1,590 1,467
Other borrowings 1,576 59
15,654 12,201
The Directors consider that the carrying amount of trade payables approximates
their fair value.
The group's exposure to market and liquidity risks, including maturity
analysis, relating to trade and other payables is disclosed in note "Financial
risk review".
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
22 Leases liabilities
The lease liabilities are included in trade and other payables and other
non-current liabilities in the statement of financial position.
Land and Land and
buildings Buildings
2023 2022
£ 000 £ 000
At 1 Jan 4,274 3,274
Additions 446 1,705
Other adjustments 17 -
Interest expense 150 147
Lease payments (940) (852)
3,947 4,274
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, and
subsequently at cost less any accumulated depreciation and impairment losses
and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
Group's incremental borrowing rate.
The lease liability is subsequently increased by the interest cost on the
lease liability and decreased by lease payment made.
The Group has applied judgement to determine the lease term for some lease
contracts in which it is a lessee that includes renewal options. The
assessment of whether the Group is reasonably certain to exercise such options
impacts the lease term, which significantly affects the amount of lease
liabilities and right-of-use assets recognised.
A maturity analysis of lease liabilities based on undiscounted gross cash flow
is reported in the table below:
2023 2022
£ 000 £ 000
Due within one year 1,590 1,467
Due after more than one year 2,357 2,806
At 31 December 3,947 4,273
2023 2022
£ 000 £ 000
Dilapidations provisions relating to lease liabilities
Due within one year 7 7
Due after more than one year 559 559
At 31 December 566 566
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Total cash outflows related to leases
Total cash outflows related to leases are presented in the table below:
2023 2022
£ 000 £ 000
Low value lease expense 105 99
Short term lease expense 4 14
23 Deferred consideration payable
2023 2022
£ 000 £ 000
- falling due within one year 23,905 20,771
- due after more than one year 2,369 9,228
Deferred consideration payable on acquisitions: 26,274 29,999
The deferred consideration payable on acquisitions is due to be paid in cash.
The deferred consideration liability is contingent on performance requirements
during the deferred consideration period. The value of the contingent
consideration is determined by EBITDA and/or revenue targets agreed on the
acquisition of each asset, as defined under the respective Share or Business
Purchase Agreement. As at the reporting date, the Group is expecting to pay
the full value of its deferred consideration as all acquisitions are on target
to meet the requirements, and there were additional payments for Sterling and
Regency due to the Sellers achieving these contractual requirements.
In circumstances where the payment of deferred consideration is contingent on
the seller remaining within the employment of the Group during the deferred
period, the contingent portion of deferred consideration is not included in
the fair value of consideration paid, rather is treated as remuneration and
accounted for as a charge against profits over the deferred period.
During the year, deferred consideration expensed as remuneration through
profit or loss was £474,312 (2022:
£1,852,225).
24 Loans and borrowings
2023 2022
£ 000 £ 000
Lease liability and dilapidations provision 2,358 2,806
Other borrowings 62,879 24,343
65,237 27,149
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
25 Share capital
Allotted, called up and fully paid shares
2023 2022
No. 000 £ 000 No. 000 £ 000
Fully paid of £0.05 each 216,921,720 10,846 216,921,720 10,846
Number of
ordinary Share
shares Par value premium Total
Share capital and share premium '000 £ 000 £ 000 £ 000
At 1 January 2022 216,921 10,846 8,224 19,070
At 31 December 2022 216,921 10,846 8,224 19,070
At 1 January 2023 216,921 10,846 8,224 19,070
At 31 December 2023 216,921 10,846 8,224 19,070
Ordinary shares have a par value of £0.05 per share. They entitle the holder
to participate in dividends, and to share in the proceeds of winding up the
company in proportion to the number of, and amounts paid on, shares held. On a
show of hands, every holder of ordinary shares present at a meeting in person
or by proxy, is entitled to one vote and upon a poll each share is entitled to
one vote.
Kingswood Holdings Limited does not have a limit on the amount of authorised
capital.
As at 31 December 2023, KPI (Nominees) Limited held 144,125,262 Ordinary
Shares, representing 66.44 per cent of ordinary shares in issue at year end.
26 Preference share capital
Irredeemable convertible preference 2023 2022 2023 2022
shares Shares Shares £ 000 £ 000
Fully paid 77,428,443 77,428,443 70,150 70,150
77,428,443 77,428,443 70,150 70,150
Preference share capital movements are as follows:
Number of shares Par value
£ 000
At 1 January 2022 77 77
Issued during year - -
At 31 December 2022 77 77
Issued during year - -
At 31 December 2023 77 77
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
2023 2022
£ 000 £ 000
Equity component 70,150 70,150
Liability component - -
70,150 70,150
All irredeemable convertible preference shares convert into new ordinary
shares at Pollen Street Capital's option at any time from the earlier of an
early conversion trigger or a fundraising, or automatically on 31 December
2023. Preferential dividends on the irredeemable convertible preference shares
accrue daily at a fixed rate of 5% pa from the date of issue. They do not hold
any voting rights. Effective 17 December 2021 onwards, these will be settled
via the issue of additional ordinary shares, thereby extinguishing the
liability component.
At 31 December 2023 the conversion was conditional upon regulatory approvals
in a number of jurisdictions which were in the process of being obtained. Upon
satisfaction of all conditions outstanding relating to Conversion, application
will be made to the London Stock Exchange for the required new Ordinary Shares
to be admitted to trading ("Admission"). The new Ordinary Shares will rank
pari passu with the existing Ordinary Shares.
On the 31 May 2024 the Company announced that, following the grant of the
anticipated approvals by the applicable regulatory authorities in the
US, UK and the Republic of Ireland, the Convertible Preference Shares are
converting, at the agreed conversion price of 16.5 pence per Ordinary Share,
into a total of 469,263,291 new Ordinary Shares in the Company ("Conversion").
Please refer to Note 37 Events after the balance sheet note for more details.
27 Notes to the cash flow statement
Cash and cash equivalents comprise cash and cash equivalents with an original
maturity of three months or less. The carrying amount of these assets is
approximately equal to their fair value. Cash and cash equivalents are
detailed in note 20.
2023 2022
£ 000 £ 000
Loss before tax (13,897) (10,972)
Adjustments for:
Depreciation and amortisation 6,046 4,507
Finance costs 12,966 6,398
Remuneration charge (deferred consideration) 474 1,852
Acquisition of investments - 586
Share-based payment expense 456 878
Other losses / (gains) (224) 23
Gain on disposal of businesses, net of disposal costs (1,039) -
Other non cash items 846 -
Taxation - (22)
Operating cash flows before movements in working capital 5,268 3,250
(Increase)/decrease in receivables (9,804) 1,821
Increase/(decrease) in payables 8,769 (7,775)
Net cash inflow / (outflow) from operating activities 4,593 (2,704)
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
28 Share-based remuneration Employee Option Plan
Scheme details and movements
The Group has the following share option schemes established for employees and
Directors:
• The European Wealth Group Limited EMI Scheme 2014, an HMRC approved
scheme under Schedule 4 of the Income Tax (Earnings and Pensions) Act 2003
pursuant to which options over ordinary shares of the Group may be granted to
individuals (as selected by and in amounts determined by the Group's
Remuneration Committee) who are employees of the Group.
• The 2019 Kingswood Group LTIP scheme under which options are granted
over ordinary shares of the Group to employees and Directors. 39,750,000
options were issued with an exercise price of 5p. The vesting date of these
share options is 31 December 2021. Vesting conditions include a mixture of
performance and market-based conditions, tailored to the employee or director.
• The 2021 Kingswood Group LTIP scheme under which options are granted
over ordinary shares of the Group to employees and Directors. 15,708,333
options were issued with an exercise price of 16.5p. The vesting date of these
share options is 31 December 2023. Vesting conditions include a mixture of
performance and market-based conditions, tailored to the employee or director.
• The 2022 Kingswood Group LTIP scheme under which options are granted
over ordinary shares of the Group to employees and Directors. 6,700,000
options were issued with an exercise price of 16.5p. The vesting date of these
share options is 31 December 2024. Vesting conditions include a mixture of
performance and market-based conditions, tailored to the employee or director.
• The 2023 Kingswood Group LTIP scheme under which options are granted
over ordinary shares of the Group to employees and Directors. 5,230,000
options were issued with an exercise price of 16.5p. The vesting date of these
share options is 31 December 2024. Vesting conditions include a mixture of
performance and market-based conditions, tailored to the employee or director.
If options granted under any of the schemes remain unexercised for a period of
10 years from the date of grant then the options expire. In certain
circumstances, options may be exercised earlier than the vesting date if the
option holder ceases to be an employee of the relevant Group company. In
particular, options may be exercised for a period of six months after the
option holder ceases to be employed within the Group by reason of injury, ill
health or disability (evidenced to the satisfaction of the Remuneration
Committee), redundancy or retirement on or after reaching the age of 55 or
upon the sale or transfer out of the Group of the relevant Group member or
undertaking employing or contracting with him/her.
In the event of cessation of employment or engagement of the option holder by
reason of his/her death, his/her personal representatives will be entitled to
exercise the option within twelve months following the date of his/her death.
Where an option holder ceases to be employed within the Group for any other
reason, options may also become exercisable for a limited period at the
discretion of the Remuneration Committee. .
The movements in the number of share options during the year were as follows:
2023 2022
Number Number
Outstanding, start of period 18,156,389 16,799,167
Granted during the period 5,230,000 6,700,000
Forfeited during the period ( 5,047,001) (5,342,778)
Outstanding, end of period 18,339,388 18,156,389
Exercisable, end of period 1,090,833 1,090,833
No share options were exercised during the year.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
28 Share-based remuneration (continued)
2023 2022
pence pence
Outstanding, start of period 16.78 16.78
Granted during the period 16.50 16.50
Forfeited during the period 16.50 16.50
Outstanding, end of period 16.76 16.76
Exercisable, end of period 20.85 20.85
Share options outstanding at the end of the year have the following expiry
date and exercise prices:
Share options Share options
2023 2022
105,000 105,000
152,500 152,500
833,334 833,334
2,682,443 3,076,667
3,333,333 3,333,333
2,386,111 3,288,889
166,667 666,667
733,333 1,500,000
- 75,000
666,667 1,000,000
- 1,050,000
2,000,000 3,000,000
50,000 75,000
600,000
2,950,000
50,000
750,000
880,000
18,339,388 18,156,389
7.91 years 8.59 years
Grant date Expiry date Exercise
price Pence
04 August 2014 03 August 2024 100.00
01 August 2016 31 July 2026 53.00
15 February 2019 14 February 2029 5.00
12 April 2021 11 April 2031 16.50
25 June 2021 24 June 2031 16.50
05 July 2021 04 July 2031 16.50
06 September 2021 05 September 2031 16.50
16 March 2022 15 March 2032 16.50
12 April 2022 11 April 2032 16.50
03 May 2022 02 May 2032 16.50
06 May 2022 05 May 2032 16.50
28 June 2022 27 June 2032 16.50
11 July 2022 12 July 2032 16.50
09 January 2023 08 January 2033 16.50
10 February 2023 09 February 2033 16.50
20 February 2023 19 February 2033 16.50
24 April 2023 23 April 2023 16.50
12 June 2023 11 June 2033
TOTAL
Weighted average contractual life of options outstanding at end of period
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
28 Share-based remuneration (continued)
The following information is relevant to the determination of the fair value
of options granted during the year under equity settled share based
remuneration schemes operated by the Group.
2023
Option pricing model
used
Monte Carlo
Weighted average share price at grant date
(p)
23.88
Exercise price
(p)
16.50
Weighted average contractual life (in
days)
2,892
Expected volatility (12 April 2021
tranche)
-
Expected volatility (25 June 2021
tranche)
-
Expected volatility (5 July 2021
tranche)
-
Expected volatility (6 September 2021
tranche)
-
Expected volatility (16 Mar 2022
tranche)
60%
Expected volatility (12 Apr 2022
tranche)
60%
Expected volatility (3 May 2022
tranche)
60%
Expected volatility (6 May 2022
tranche)
60%
Expected volatility (28 Jun 2022
tranche)
60%
Expected volatility (1 Jul 2022
tranche)
60%
Expected volatility (11 Jul 2022
tranche)
60%
Expected dividend growth
rate
N/A
Risk-free interest
rate
3.72% - 4.14%
The volatility assumption, measured at the standard deviation of expected
share price returns, is based on a statistical analysis of daily share prices
over the last three years.
The dividend growth rate has been assumed to be 0% as no dividends have been
paid.
Total (expense) / gain arising from share-based transactions recognised during
the period as part of employee benefit expense is as follows:
2023 2022
£ 000 £ 000
Options issued under employee option plan 456 852
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
29 Financial instruments
The following table states the classification of financial instruments and is
reconciled to the Statement of Financial Position:
2023 2022
Carrying amount (Restated)
£ 000 Carrying amount
£ 000
Financial assets measured at amortised cost
Trade and other receivables 14,295 4,812
Cash and cash equivalents 18,704 16,726
Financial liabilities measured at amortised cost
Trade and other payables (15,654) (12,201)
Other non-current liabilities (62,879) (2,806)
Lease liability (2,357) (1,467)
Financial liabilities measured at fair value through profit and loss
Deferred consideration payable (23,274) (29,999)
(71,165) (24,935)
Financial instruments not measured at fair value includes cash and cash
equivalents, trade and other receivables, trade and other payables, and other
non-current liabilities.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables, and trade and other payables
approximates fair value.
Item Fair value Valuation technique Fair value hierarchy level
£'000
Deferred consideration payable 23,274
Fair value of deferred consideration payable is estimated by discounting the
future cash flows using the IRR inherent in the company's acquisition price.
Level 3
There have been no transfers between levels during the period.
The potential profit or loss impact in relation to deferred consideration
payable of a reasonably possible change to the discount rate is as follows:
Assumption Reasonably possible Profit or (loss) impact
Increase Decrease
£'000 £'000
Discount rate change (+ / - 5%) (17) 16
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Credit risk
Credit risk represents the potential that a counterparty to a financial
instrument will fail to discharge an obligation or commitment that it has
entered into with the Group. Credit risk is monitored on a regular basis by
the finance team along with support from back office functions with the
respective business divisions.
The carrying amounts of financial assets best represent the maximum credit
risk exposure at the Statement of Financial Position date.
At the reporting date, the Group's financial assets exposed to credit risk
were as follows:
2023 2022
(Restated)
£ 000 £ 000
Cash 18,704 16,726
Trade and other receivables 14,295 4,812
32,999 21,538
The Group's exposure to credit risk on cash and cash equivalents is considered
by the Directors to be low as the Group holds accounts at banks with strong
credit ratings. The majority of funds are held with A rated (S&P)
institutions, with a minimum rating of BBB+. See Note 20 for further detail on
cash and cash equivalents.
Liquidity risk
Liquidity risk represents the potential that the Group will be unable to meet
its financial obligations as they fall due. The controls and limits
surrounding the Group's credit risk together with cash monitoring processes
ensure that liquidity risk is minimised. The table below illustrates the
maturity profile of all financial liabilities outstanding at 31 December 2023.
Repayable between 0-12 Repayable after more than 12
months months
2023 £ 000 £ 000
Non-derivative liabilities
Trade payables 2,792 -
Other payables 11,272 -
Deferred consideration payable 23,905 2,369
Lease liabilities 1,590 2,357
39,559 4,726
3 months - 1
2022 (Restated) year 1-5 years
Non-derivative liabilities £ 000 £ 000
Trade payables 2,483 -
Other payables 8,251 24,343
Deferred consideration payable 20,771 9,228
Lease liabilities 1,467 2,806
32,972 36,377
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Market risk
Market risk arises from the Group's use of interest bearing, tradable and
foreign currency financial instruments. It is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes
in interest rates (interest rate risk), foreign exchange rates (currency risk)
or other market factors (other price risk).
Price risk
As with other firms in our sector, the Group is vulnerable to adverse
movements in the value of financial instruments. The Group's business will be
partially dependent on market conditions and adverse movements may have a
significant negative effect on the Group's operations through reducing
off-Balance Sheet assets under management, given its fees are largely
calculated at a percentage of these client assets.
It is not practicable to quantify the price risk to our business, owing to
variability in how fees are charged.
Interest rate risk
Interest rate risk is the risk of financial loss as a result of an increase in
interest rates on borrowings.
Sensitivity analysis has been performed on the Group's variable
interest-bearing instrument. The Group's interest-bearing instrument includes
a variable rate component based on the Sterling Overnight Index Average
(SONIA). Consequently, a 10% movement in interest rates would result in an
impact of approximately £357,000 on the financial statements.
Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of
financial instruments will fluctuate because of changes in foreign exchange
rates. The Group has minimal exposure to foreign exchange risk, operating as
it does in stable currencies - namely Sterling, US dollar, and the Euro
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.
The effect of a 5% strengthening of the US dollar against Sterling, based on
2023 figures, would have increased the US division's overall profit as
recognised in the Statement of Comprehensive Income by £115,858. A 5%
weakening of the US dollar, conversely, would have decreased the profit
contribution by £104,824.
Assessment of exposure to foreign exchange risk
Individual Group companies infrequently enter into transactions denominated in
a currency other than their functional currencies, and these are typically
immaterial in value. The primary risk is foreign currency rates will move
adversely, reducing on consolidation the carrying value of financial assets or
increasing the financial liabilities recognised by the US division. The Group
does not consider this risk to be material.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
30 Business combinations
a. Acquisition of Barry Fleming & Partners
On the 15th December 2022, Kingswood Holdings Ltd agreed to acquire, the
business assets of Barry Fleming & Partners. The acquisition completed on
the 6th January 2023.
Barry Fleming & Partners advises individuals, companies, trustees and
charities. This capability allows Barry Fleming & Partners to use its
strength in tax advice to take a 360-degree-view of a financial situation to
give much broader, more comprehensive advice. The team have three advisers and
a total of six employees.
Founded in 1975, Barry Fleming & Partners looks after over 415 clients
with over c.£140m AUA. The business will be acquired for total cash
consideration of up to £5.9m, payable over a two-year period, £3.4m paid on
completion and the balance paid on a deferred basis which is subject to the
achievement of pre-agreed performance targets.
Book value Adjustment Fair value
£ 000 £ 000 £ 000
Property, plant and equipment 8 - 8
Goodwill & Intangibles 3,786 3,786
Investments in subsidiaries 1 - 1
Receivables 147 - 147
Cash 614 (4) 610
Payables (64) (187) (251)
Deferred tax liability - (947) (947)
Total identifiable net assets 706 2,648 3,354
The trade and other receivables were recognised at fair value, being the gross
contractual amounts.
Fair value of consideration paid
The acquisition has been accounted for using the acquisition method and
details of the purchase consideration are as follows:
2023
£ 000
Initial cash paid 3,368
Deferred consideration 2,565
Total purchase consideration 5,933
Goodwill recognised on acquisition 2,579
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
The main factors leading to the recognition of goodwill are:
· the strategic foothold the Barry Fleming & Partners team and business
gives the Group in the Hampshire market.
· the ability to leverage the Barry Fleming & Partners and achieve
economies of scale.
Consideration
Net cash outflow arising on acquisition:
Total purchase
consideration
3,368
Less: Deferred consideration (2,565)
Cash paid to acquire Barry Fleming &
Partners
803
Less: cash held by Barry Fleming & Partners (610)
Net cash
outflow
193
b. Acquisition of Moloney Investments Ltd
On 3 March 2023, the Company completed the acquisition of Moloney Investments
Ltd (MMPI), a leading financial advice firm based in Dublin, Ireland. A 70%
shareholding of MMPI was acquired for a total cash consideration of £21.6m
(EUR 25.8m), with the existing shareholders retaining the remaining 30% and
benefiting from the growth in the business as both management teams work
together to grow MMPI and the wider Kingswood group both organically and
through further acquisitions.
Established in 1993, MMPI is a leading financial advisory group based
in Dublin, Ireland providing financial planning, general and protection
insurance, as well as investments, pensions, and mortgage advice to
principally mass affluent and high net worth individuals. MMPI currently
employs 45 people, including 18 advisors. MMPI continues to operate from its
existing premises and be led by the same experienced team that have served its
clients since inception in 1993.
The Acquisition of MMPI presents a highly strategic acquisition for Kingswood
for the following key reasons:
· Entry into Ireland - Ireland is a EUR 40bn wealth management
market that shares many similar market and cultural similarities to the UK
with the mass affluent segment of the market in particular experiencing
persistent growth;
· High quality platform - MMPI offers an opportunity to acquire a
high quality, full service, and scaled financial advisory group with a long
term track record of growth. The business is run by an experienced and high
calibre management team that have strong cultural alignment to the rest of
Kingswood;
· Further consolidation opportunity - with the Irish wealth
management market experiencing many similar trends to the UK, MMPI offers an
attractive platform for further consolidation in addition to Kingswood's
existing strategy in the UK;
· Product cross-sell - opportunity for MMPI's clients to benefit
from Kingswood's leading in-house investment proposition and Kingswood's
clients to conversely benefit from MMPI's insurance and other product
distribution capabilities.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Details of the fair value of identifiable assets and liabilities acquired the
purchase consideration and goodwill are as follows:
Book value Adjustment Fair value
£ 000 £ 000 £ 000
Property, plant and equipment 153 - 153
Goodwill and intangibles 221 16,502 16,723
Receivables 2,778 - 2,778
Cash 2,286 - 2,286
Payables (1,023) - (1,023)
Investments in subsidiaries 3,834 (3,834) -
Deferred tax liability - (4,126 ) (4,126)
Total identifiable net assets 8,249 8,542 16,791
The trade and other receivables were recognised at fair value, being the gross
contractual amounts.
Fair value of consideration paid
The acquisition has been accounted for using the acquisition method and
details of the purchase consideration are as follows:
2023
£ 000
Initial cash paid 21,645
Deferred cash consideration -
Total purchase consideration 21,645
Goodwill recognised on acquisition 3,843
Acquisition costs have been recognised as transaction costs under
acquisition-related adjustments in the Consolidated Statement of
Comprehensive Income.
The main factors leading to the recognition of goodwill are:
• the strategic foothold the MMPI team and business gives the Group in
Ireland, Dublin; and
• the ability to leverage MMPI platform and achieve economies of scale.
Consideration
2023
£ 000
Net cash outflow arising on acquisition:
Total purchase consideration 21,645
Less: Deferred consideration -
Initial cash paid to acquire MMPI 21,645
Less: cash held by MMPI (2,286)
Net cash outflow 19,359
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
31 Sale of subsidiary
On November 9th, Kingswood US sold the entire share capital of wholly owned
subsidiary Benchmark Investments, LLC (BMI) for a consideration of $5m to EF
Hutton Holdings. The consideration comprised of $2.5m received in cash, cash
installments totaling $1.5m, and a contingent consideration of $1m. The
contingent consideration is conditional on post-closing monthly affiliate
broker/dealer monthly payment equal to 5% of BMI revenues for six consecutive
months following sale. The full and timely payment of each of the mandatory
payments post close is a condition for the forgiveness an of $1m principal in
the note (i.e. contingent consideration). Post year-end, all of mandatory
post-closing payments have been received, making it virtually certain that the
$1 million note would be forgiven. Therefore, the deferred gain on the
contingent consideration has been written off at the year end.
2023
£ 000
Initial cash received 2,035
Note receivable 1,221
Contingent consideration
814
Total consideration 4,071
Less: Net assets disposed:
Cash and cash equivalents (656)
Trade and other receivables (1,547)
Prepayments and other debtors (43)
Property, plant and equipment (8)
Accrued expenses 1,743
Investment in subsidiaries (1,213)
(1,724)
Less: Costs in relation to business sold (494)
Less: Contingent consideration write off (814)
Gain on disposal 1,039
Cash flow from the disposal of the business sold 2023
£ 000
Initial cash received and cash installments received on note receivable 2,096
Cash and cash equivalents disposed (656)
Costs in relation to business sold (494)
Costs in relation to business sold 946
The gain on disposal of £1,039,000 forms part of transaction costs on the
statement of comprehensive income.
BMI was classified as a discontinued operation and details of the results of
this discontinued operation can be found in Note 2 and Note 6 in the financial
statements.
32 Assets and Liabilities held for sale
At 31 December 2022, £7.4m assets and £5.4m liabilities relates to the BMI
subsidiary sold in the year, which was classified as a discontinued operation,
see Note 6 for details.
33 Related party transactions
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the
Group, is set out below in
aggregate for each of the categories specified in IAS 24 Related Party
Disclosures.
2023 2022
£ 000 £ 000
Salaries and other short term employee benefits 943 678
Other related parties
KHL incurred fees of £104,000 (2022: £116,555) from KPI (Nominees) Limited
in relation to Non-Executive Director remuneration. At 31 December 2023, £nil
of these fees remained unpaid (2022: £nil).
Fees received from Moor Park Capital Partners LLP, in which Gary Wilder and
Jonathan Massing hold a beneficial interest through one of the members, KPI
(Nominees) Limited, relating to property related services provided by KHL
totaled £nil for the year ended 31 December 2023 (2022: £23,708), of which
£nil (2022:
£nil) was outstanding at 31 December 2023.
Fees paid for financial and due diligence services to Kingswood LLP and
Kingswood Corporate Finance Limited, in which Jonathan Massing holds a
beneficial interest as LLP members, totaled £171,353 for the year to 31
December 2023 (2022: £479,955), of which £nil (2022: £nil) was outstanding
at 31 December 2023.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
34 Capital management
The Group considers all of its equity to be capital, and sets the amount of
capital it requires in proportion to risk. The Group manages its capital
structure and makes adjustments in light of changes in economic conditions and
the risk characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares, or
sell assets to reduce debt, if any exists.
The primary objective of the Group's capital management plan is to ensure that
it maintains a strong capital structure in order to protect clients'
interests, meet regulatory requirements, protect creditors' interests, support
the development of its business and maximise shareholder value. Each
subsidiary manages its own capital, to maintain regulatory solvency. Details
of the management of this risk can be found in the Strategic Report.
The Group's capital management policy is, for each subsidiary, to hold the
higher of:
• the capital required by any relevant supervisory body; or
• the capital required based on each subsidiary's internal assessment.
The following entities are subject to regulatory supervision and must comply
with capital adequacy rules and regulations:
Entity Regulatory body and jurisdiction
KW Investment Management
Limited FCA
Investment Management Firm
Joseph R. Lamb Financial Advisers
Limited FCA Investment Management Firm
KW Investment Management
Limited FSCA South
Africa: Financial Services Provider KW Wealth Planning
Limited
FCA Personal Investment Firm
Sterling Trust Professional
Limited
FCA Personal Investment Firm
Regency Investment Services
Limited FCA
Personal Investment Firm
Admiral Wealth Management
Limited FCA
Personal Investment Firm
Money Matters (North East)
Limited FCA
Personal Investment Firm
IBOSS Asset Management
Limited
FCA Investment Management Firm
Strategic Asset Managers
Limited
FCA Personal Investment Firm
Employee Benefit
Solutions
FCA Personal Investment Firm
JCH Investment Management
Limited FCA
Personal Investment Firm
Allots Financial Services
Limited
FCA Personal Investment Firm
Vincent & Co Financial
Ltd
FCA Personal Investment Firm
Eurosure
Limited
FCA Personal Investment Firm
AIM Independent
Limited
FCA Personal Investment Firm
JFP Financial Services
Limited
FCA Personal Investment Firm
Barry Fleming and Partners (Tax, Trusts and
Investments Planning
Ltd)
FCA Investment Management Firm
Kingswood Capital Partners,
LLC
FINRA-regulated brokerage firm (USA)
Benchmark Investments, LLC
FINRA-regulated brokerage firm (USA) *
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
34 Capital management (continued)
Benchmark Advisory Services,
LLC
SEC-regulated advisory firm (USA)
Kingswood Wealth Advisors,
LLC
SEC-regulated advisory firm (USA)
*Benchmark Investments, LLC was sold on 9 November 2023
The regulatory capital requirements of companies within the Group, and the
associated solvency of the Group, are assessed and monitored by the Board of
Directors. Ultimate responsibility for an individual company's regulatory
capital lies with the relevant subsidiary Board. There has been no material
change in the level of capital requirements of individual companies during the
year, nor in the Group's management of capital. All regulated entities
exceeded the minimum solvency requirements at the reporting date and during
the year.
The debt-to-equity ratios at 31 December 2023 and 31 December 2022 were as
follows:
Loans and borrowings Lease liabilities
Less: cash and cash equivalents Net debt
Total equity
Debt to equity ratio (%)
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
35 Financial commitments
No financial commitments were in place at 31st December 2023 (2022: nil).
2023 2022
£ 000 £ 000
- -
Commitments
36 Ultimate controlling party
As at the date of approving the financial statements, the ultimate controlling
party of the Group was HSQ Investment Limited, a wholly owned indirect
subsidiary of funds managed and/or advised by Pollen Street Capital Limited.
HSQ Investment Limited, which holds 68.40% of the voting rights and issued
share capital of the Group.
37 Events after the reporting date
a) Acquisition of BasePlan Ltd
On the 16th February 2024, Kingswood Holdings Ltd's Irish subsidiary, Moloney
Investments Ltd ("MMPI"), has completed the acquisition of BasePlan Limited
("BasePlan"), a retirement planning advice firm based in Dublin, Ireland,
following regulatory approval.
Based in Dublin, Ireland, BasePlan is a long established and leading financial
advisory firm which has been providing client led financial and retirement
planning and wealth management services for over 30 years. The BasePlan
principals Rhona Burke QFA & Gordon Mellon FCA have successfully grown the
business since inception, they manage client assets of €130m, and have
successfully maintained excellent long term client relationships. Upon
completion there will be a managed handover and some of the team will remain,
allowing for a seamless transition for clients.
b) New Debt Facility
On the 16(th) February and 7(th) May 2024 Kingswood Holdings Limited, entered
into a new unsecured debt with funds managed by Pollen Street of £8m and
£3m respectively. The Facility Agreements will be used to support the
Company's capital requirements and growth agenda. The headline terms of the
Facility Agreements were:
i. £8.0m debt facility;
- Expiry date of the earlier of 17 October 2030; and
- Interest rate or 12% rolled up and paid on maturity.
ii. £3.0m debt facility:
- £3.0m facility;
- Repayment date of earlier of 29 October 2030 or date of an
exit or partial exit; and
- Interest rate of 12%, paid at maturity.
Kingswood Holdings Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
c) Conversion of Convertible Preference Shares
On the 31 May 2024 the Company announced that, following the grant of the
anticipated approvals by the applicable regulatory authorities in the
US, UK and the Republic of Ireland, the Convertible Preference Shares are
converting, at the agreed conversion price of 16.5 pence per Ordinary Share,
into a total of 469,263,291 new Ordinary Shares in the Company ("Conversion").
On completion of Conversion:
· the Company's enlarged issued share capital was 686,184,011 Ordinary
Shares, all of which will be admitted to trading on AIM; and
· HSQ Investment Limited, a wholly owned indirect subsidiary of funds managed
and/or advised by Pollen Street Capital Limited, was beneficially interested
in a total of 469,263,291 Ordinary Shares representing approximately 68.4
per cent of the enlarged issued share capital of the Company.
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