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REG - Kingswood Holdings - Kingswood 2023 Half-year Report

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RNS Number : 0878O  Kingswood Holdings Limited  29 September 2023

Kingswood 2023 Half-year Report

 

Kingswood Holdings Limited (AIM: KWG), the international, fully integrated
wealth and investment management group, is pleased to announce its unaudited
interim financial results for the half year ended 30 June 2023.

 

H1 2023 Group Operating Profit was £5.0m, £0.5m or 10% higher than H1 2022.

 

UK & Ireland revenue increased by 41% compared to the same period last
year, of which 86% is recurring in nature. UK & I Operating Profit was
£7.7m and in line with expectations.

 

US revenue decreased by 38% compared to the same period last year, impacted by
a slowdown in capital market activity. Operating Profits were £0.6m, falling
short of expectation, though with recovery expected in H2 2023.

 

Group Assets under Management and Advice (AuM/A) at June 2023 were £12.0bn,
having increased by £1.5bn compared to December 2022, supported by UK&I
acquisitions of Barry Fleming & Partners (BFP) and Moloney Investments Ltd
(MMPI) and in the US by the on-boarding of an additional 9 registered
representatives.

 

In the UK, migration of AuA into its Discretionary Central Investment
Propositions, notably the IBOSS AM MPS solution has gathered pace with AuM
reaching £1.05bn in June 2023, up from £0.65bn on December 2022 - an
increase of 62%.

 

David Lawrence, Kingswood Chief Executive Officer, commented:

 

“I am delighted to share our interim financial results for 2023. Despite
continued economic and market uncertainties, the group has delivered strong
growth year over year, and we continue to build the business into a leading
participant in the sector. Our business fundamentals remain strong, with
positive net asset growth, high levels of recurring revenue and very low
adviser and consequently client attrition.

 

“We continue to have a clear growth focus across the business with
complementary investment in our People, Technology and Client Experience to
enable and support this. Whilst our focus remains on inorganic opportunities
with which we have a proven integration model, organic growth has seen an
increased focus across our three drivers of more advice for more clients,
migration of AuA into our investment propositions and growing our IBOSS IFA
distribution channel.

 

“In the US, whilst market conditions have impacted performance, the
fundamentals across both the investment banking and alternatives divisions
give us confidence that as markets recover an accelerated growth trajectory
will re-appear.”

H1’23 - Strategic Highlights:

 * UK & Ireland successfully completed the purchase of Moloney Investments
Ltd (MMPI) and Barry Fleming & Partners (Tax, Trusts and Investment
Planning) Limited (BFP):-

 * 1. 70% acquisition of MMPI, a leading financial advisory group based in Dublin
with €0.8bn AuM/A and EBITDA of c.€4.0m

2. BFP, an IFA business based in Berkshire with £150m AuA and Operating
Profit
of c.£0.2m.

 * BFP, an IFA business based in Berkshire with £150m AuA and Operating Profit
of c.£0.2m.

 

 * UK & Ireland AuM/A increased by £1.4bn to £9.5bn in H1’23, driven by
acquisitions and encouraging levels of organic growth:

 * 1. Inorganic growth: £0.85bn client assets onboarded following the
acquisitions
of MMPI and BFP

2. Strong levels of growth from vertical integration: £1.05bn client assets
under our own management, an increase of £0.4bn compared to FY’22

3. Institutional growth: £80m AuM net inflows in H1’23, with client assets
17%
higher year on year.

 * Strong levels of growth from vertical integration: £1.05bn client assets
under our own management, an increase of £0.4bn compared to FY’22

 * Institutional growth: £80m AuM net inflows in H1’23, with client assets 17%
higher year on year.

 

 * IBOSS has been ranked by Next Wealth as the sixth fastest growing
discretionary fund manager by assets and percentage of assets over the past 12
months. We have retained our 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. In 2023, IBOSS hopes to become the only
DFM provider to win FTAdviser’s 5 Star Award for four consecutive years.

 * 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 20% (2022: 19%).

 * Kingswood Go, our UK focused digital finance app and portal, is a great
success with 3,525 clients registered and readily using the app. The app also
enables us to serve smaller clients in an efficient and cost-effective manner.
Accordingly, we can target clients at an earlier stage of their wealth
journey.

 * We strive to maintain the highest level of service for our clients as
reflected in our ‘Vouchedfor’ rating of 4.8 / 5.0.

 * Kingswood exhibits a strong Consumer Duty culture and pays particular
attention to the needs of clients with characteristics of vulnerability. We
successfully delivered in our Consumer Duty requirements by the 31(st) July
2023 deadline.

 * Inorganic growth continues to see focus with two transactions currently in
exclusive discussions. We continue undertake a highly effective process of
integration where the clients sit at the heart of this process.

 * Kingswood US unveiled Kingswood Investments, a comprehensive in-house
investment banking and capital markets division - which is set to contribute
to future revenue generation, with its inaugural deal scheduled to close in
September. This addition, along with the business' existing investment banking
team in Florida and SPAC Advisory team, positions Kingswood US as a provider
of one of the industry's most extensive investment banking services.

 * Kingswood US has invested in cutting-edge technology within the wealth
management sector, ensuring that its advisors have access to a top-tier
technology platform. The integration of Altigo, an industry-leading automated
alternative investment platform, surpassed 1,200 subscriptions, representing
$129 million in investments in just three years.

 * Kingswood US achieved recognition in the USA Today list of Best Financial
Advisory Firms, a ranking compiled by Statista for USA Today. This accolade
resulted from assessing over 31,000 RIAs, narrowing it down to the top 500
firms based on their asset under management growth, client and peer
recommendations, both in the short and long term.

 * Our US footprint further expanded in the first half of the year adding nine
new registered representatives and supporting growth in our total AuM/A in
Kingswood US.

 * Kingswood US has obtained approval from FINRA (Financial Industry Regulatory
Authority) to broaden its authorized business activities. This development
positions the company to continue its natural growth trajectory. The revised
membership agreement grants the opportunity for the potential employment of
325 individuals, the operation of up to one hundred offices; and engagement in
research activities. These approvals mark a significant milestone for
Kingswood US, allowing the company to strengthen its capabilities, extend its
reach, and solidify its standing in the market. This expanded scope of
operations aligns seamlessly with Kingswood's strategy for organic growth and
enlarging its market presence.

 

H1’23 - Financial Highlights

 * Group revenue of £62.7m decreased by £17.6m, or 22%, compared to H1’22.
This was due to a decrease of £24.4m in US revenues is reflected in US
Investment Banking as macro-economic headwinds and market volatility led to a
slowdown in capital market activity. The increase of £6.8m across UK &
Ireland revenues has been achieved through a combination of acquisitions and
organic growth.

 * 86% of UK revenue is recurring in nature, providing a strong, annuity-style
fee stream. Investment Banking fees are a larger portion of Kingswood US
revenues, and transactional in nature, which means that recurring revenue for
the Group was 33% compared to 28% in 2022.

 * Operating Profit of £5.0m was £0.5m, or 10%, higher than H1’22 reflecting
acquisitions in the UK & Ireland partly offset by the reduction in profits
from lower US Investment Banking revenues in the US business.

 * Within Kingswood US, Investment Banking experienced a 48% decline in revenue
compared to the previous year, delivering  $33.5 million, down from $65
million in 2022. This decrease was primarily attributed to lower deal volumes
due to challenging macroeconomic conditions. Despite this decline, the
business maintains a strong recruitment pipeline for new advisers, with a
particular focus on developing consistent and recurring revenue streams
through client asset management. During the first half of 2023, Kingswood US
expanded its presence in the U.S. by adding 9 new registered representatives
and increasing  AUM/A by $0.4 billion, contributing to a 32% increase in
fee-based revenue.

 

The Kingswood Board believes Operating Profit is the most appropriate
indicator to explain the underlying performance of the Group.  The definition
of Operating Profit is profit before finance costs, amortisation and
depreciation, gains and losses, and exceptional costs (business re-positioning
and transaction costs)

 

 

 

 £’000 (unless otherwise stated)     H1'23    H1'22    Change %  Change £
 Wealth Planning                     16,715   12,864   30%       3,851
 Investment Management               3,917    3,588    9%        329
 Kingswood Ireland                   2,533    -        n/a       2,533
 Kingswood US                        39,565   63,937   (38)%     -24,372
 Total Revenue                       62,730   80,389   (22)%     -17,659
 Recurring Revenue                   33%      28%

 Kingswood UK&I                      7,729    5,810    33%       1,919
 Kingswood US                        591      1,529    (61)%     -938
 Division Operating Profit           8,320    7,339    13%       981
 Central Costs                       (3,355)  (2,834)  (18)%     (521)
 Operating Profit                    4,965    4,505    10%       460

 £’000 (unless otherwise stated)     H1'23    FY'22    Change %  Change £
 Total Equity                        64,806   73,967   12%       (9,161)
 Total Cash                          24,126   19,642   23%       4,484
 Key Metrics                                                     0
    AUM/A (£m)                       11,954   10,453   14%       1,501
    # of UK&I Advisers               116      100      16%       16
    # of US RIA/IBD reps             241      232      4%        9

 

Outlook

 

In our 2022 Annual Report we stated that our “near term” target for the
group was to get to £12.5bn of AuA. We are delighted that, despite difficult
conditions, we have made strong progress against this objective and at June
2023 our AuA/M now stands at £12bn (£10.5bn at December 2022).

 

In the first half of the year, we have increased the amount of assets under
our own management in our market leading discretionary propositions by £0.4bn
to £1.05bn.  A strong suite of initiatives are in place to encourage
vertical integration. We believe there remains a significant further
opportunity within our existing wealth advisory AuA to increase from our
current levels of 20.5% to 40%, over a three-year term, subject to client
suitability.

 

We stated an expectation for a total group proforma operating profit of
£14.7m for 2023 in our 2022 annual results. Whilst our UK and Ireland
business is tracking broadly in line with expectations, difficult conditions
in the US lead to us revising this expectation to £13.6m due to lower than
expected Investment Banking / Capital Markets activity and a more cautious
approach in the US to users of our Alternatives division, as investors sought
better returns across a broader range of opportunities.

 

We remain confident in the success of our ambitious long-term growth strategy,
grounded in supporting our clients to protect and grow their wealth.

 

Our new advisory clients, which are historically derived from professional
introducer base and referrals, continue to see strong inflows into the
business, despite volatile market conditions. We also continue to invest in a
range of lead generation and digital tools to widen reach to new and younger
demographics.

 

In the second half of the year, we expect further organic growth and positive
net inflows, and the business remains well positioned as financial markets
begin to recover.

 

 

 

 
 
 

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 Ltd (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)

 
 
 

 

The Group's Nominated Adviser and Broker, finnCap Ltd, has now changed its
name to Cavendish Capital Markets Limited following completion of its own
corporate merger.

 

 

 Company Registration No. 42316 (Guernsey)

 KINGSWOOD HOLDINGS LIMITED

 CONSOLIDATED INTERIM UNAUDITED FINANCIAL STATEMENTS

 FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2023

 

 

 

 

 

                                                         Page

 KINGSWOOD HOLDINGS LIMITED

 CONTENTS

 Financial and Operational Review                        1 - 2

 Interim Consolidated Statement of Comprehensive Income  3 - 4

 Interim Consolidated Statement of Financial Position    5 - 6

 Interim Consolidated Statement of Changes in Equity     7 - 8

 Interim Consolidated Statement of Cash Flows            9

 Notes to the Interim Consolidated Financial Statements  10 - 26

 

 

 

 

Group Review:

 

The Group has continued to build momentum in 2023 and revenue and operating
profit have grown despite unfavourable market conditions.  Our business
continues to grow organically in both the UK and US and our acquisition
activity is slowing down, as planned.   We have a strong leadership team that
is driving tangible results and realising our ambition to become a leading
fully integrated International wealth & investment management business.

 

 

Finance Review:

 

We have maintained both cost and balance sheet discipline in the first half of
2023. Our focus is to maximise shareholder returns through Operating Profit
growth combined with minimising our weighted average cost of capital. We also
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.

 

Kingswood’s financial performance remained resilient in H1’23 against a
continued backdrop of market volatility. Group Assets under Management and
Advice (AuM/A) of £12.0bn at FY’23 represents a £1.5bn, or 14%, increase
compared to FY’22.

 

Group revenue was £62.7m, a 22% decrease year on year. US Investment Banking
revenues are lower as macro-economic headwinds and market volatility led to a
slowdown in capital market activity. In the UK and Ireland a 41% revenue
increase was achieved through a combination of acquisitions and organic
growth.

 

Operating Profit of £5.0m is 10% higher than 2022, driven by a £1m reduction
in US profits and continued acquisition and organic growth. Central costs have
increased by reflecting an increase in the central resources required to
support a larger business.

 

The overall result for H1’23 was a loss before tax of £8.6m reflecting
£0.3m of acquisition-related deferred consideration expenses, £3.0m
amortisation and depreciation, £5.8m finance costs and £5.0m business
re-positioning and transaction costs.

 

The Group had £24.1m of cash as at H1’23, an increase of £4.5m since 31
December 2022 with a positive cashflow from operating activities.

 

 

Highlights – UK & Ireland:

We have continued to build momentum on our strategic growth plans over the
first half of the year, following the acquisition of Moloney Investments Ltd
(MMPI) and Barry Fleming & Partners (BFP). The 70% acquisition of MMPI, a
leading advisory group based in Dublin with €0.8bn AuM/A and annual
Operating Profit of c.€4.0m, is a highly strategic acquisition for the Group
providing access to the attractive Irish wealth management market whilst also
offering diverse new avenues for growth. The purchase of BFP, an IFA business
based in Berkshire has added £150m AuA contributing c.£0.2m annual Operating
Profit.

The hard work and dedication of our staff enables us to continually deliver
against our buy, build and grow strategy at pace whilst maintaining the
highest levels of service and experience for our clients, as reflected in our
‘Vouchedfor’ rating of 4.8 / 5.0. We expect organic growth in both initial
and ongoing fees post integration through accretive assets under influence
and, despite continued economic uncertainty, the UK business generated healthy
net client asset inflows over the first half of the year.

The business delivered double-digit revenue and operating profit growth in
H1’23.  Revenue of £23.2m was £6.7m (41%) higher and over 80% of revenues
are recurring in nature, providing the strong, annuity style revenue stream
required to deliver sustainable, long term returns to our shareholders.

AuM/A increased by £1.4bn to £9.5bn over H1’23, driven by acquisitions and
encouraging levels of organic growth. There were strong levels of vertical
integration over the period, with client retail Assets under our own
Management (AuM) in IBOSS AM MPS and Personal DFM now totalling £1.05bn, an
increase from £0.65bn at FY’22. Institutional net asset inflows were £80m
in the first six months of the year, with total AuM 17% higher year on year.

 

US Highlights:

 

The US business continues to place a strong emphasis on maintaining a robust
recruitment pipeline for new advisers, with a specific focus on cultivating
reliable and recurring revenue streams through the management of client
assets. In the first half of 2023, we extended our presence in the US by
adding 9 new registered representatives and increasing our assets under
management and advisement (AUM/A) by $0.2bn.

 

 In the first half of the year (H1), operating profit saw a decrease of 69%
on a YoY basis, delivering $0.7m (2022: $2.3m). The decrease in operating
profit was primarily driven within revenue, which saw a decline of 41%
resulting in Group revenues of $48.4 million (2022: $82.2m). The escalating
geopolitical tensions, the conflict in Ukraine, rising inflation rates, and
the looming spectre of a global recession are collectively exerting additional
stress on wealth management firms. These factors are especially challenging
because they are contributing to lower growth in assets under management
(AuM), which, in turn, is putting a strain on profitability.

 

Investment Banking: Revenue in our Investment Banking division declined by 48%
compared to the previous year, amounting to $33.5 million (compared to $65
million in 2022). This decrease was primarily due to subdued deal volumes
resulting from unfavourable macroeconomic conditions. The situation was
exacerbated by challenges in the banking and financial services sectors,
compounded by the collapse of Silicon Valley Bank. However, we anticipate a
rebound in deal volumes towards historical levels in the second half of the
year as market conditions improve. Additionally, H1 marked the establishment
of Kingswood Investments (KWUS' internal investment banking team), which is
set to contribute to revenue generation in H2, with its inaugural deal
scheduled to close in September.

 

Our Alternatives division experienced a revenue decline of 47% resulting in
$2.3 million in revenue (compared to $4.4 million in 2022) This decline was
attributed to shifting investment dynamics, as investors sought better returns
across a broader range of opportunities, reducing reliance on riskier
investments. Although there were concerns about asset value markdowns in
private markets, the demand remains robust and is anticipated to align with
historical performance in H2.

 

On a positive note, Advisor Fees category recorded a 32% revenue increase,
delivering $5.3 million in revenue (compared to $3.9 million in 2022). This
growth was fuelled by a 20 year-on-year increase in the number of advisors,
contributing an additional $450 million in AuM.

 

These results reflect our ability to adapt to changing market conditions,
seize growth opportunities, and maintain a strong footing in our core
revenue-generating sectors. While challenges persist, we are optimistic about
the prospects for the remainder of the fiscal year.

 

 

 

 

 

 

 

KINGSWOOD HOLDINGS LIMITED

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD ENDED 30 JUNE 2023

 
                                                                         Six months to                              Six months to                 Year ended
                                                                         30 June 2023                               30 June 2022                  31 Dec 2022
                                                                         (unaudited)                                (unaudited)                   (audited)
                                                            Notes        £'000                                      £'000                         £'000

 Revenue                                                    3            62,730                                                80,389             145,998
 Direct expenses                                                                       (37,314)                                        (60,330)             (103,878)

 Gross profit                                                            25,416                                     20,059                        42,120

 Operating staff costs                                                                (14,034)                                (10,283)                      (23,720)
 Other operating costs                                                                (6,417)                                           (5,271)             (9,704)

 Total operating costs                                                                (20,451)                                         (15,554)             (33,424)

 Operating profit                                                        4,965                                                4,505               8,696

 Non-operating costs:
 Business re-positioning costs                                                        (369)                                           (1,202)               (1,964)
 Finance costs                                                                        (7,138)                                         (1,455)               (6,398)
 Amortisation and depreciation                                                        (2,957)                                          (1,863)              (4,507)

 Acquisition-related items:
 Other (losses) / gains                                     4            -                                          -                                              (23)
 Remuneration charge (deferred consideration)               10           (259)                                                         6,309                (1,852)
 Goodwill adjustment                                        8                         -                                     (6,364)                                -
 Restructuring and integration costs                                     (4,161)                                                       (1,621)                            (4,924)

 Loss before tax                                                                      (9,919)                                         (1,691)                             (10,972)

 Tax                                                                                  (175)                                  (139)                                                 (4,480)

 Loss after tax                                                                       (10,094)                                        (1,830)                             (6,492)

 Other comprehensive income / (loss)
 Items that may not be reclassified to profit or loss
 Exchange differences on translation of foreign operations                            -                                      (417)                                             -

 Total comprehensive loss                                                             (10,094)                                         (2,247)                            (6,492)

 
                                                          Six months to                           Six months to       Year ended
                                                          30 June 2023                            30 June 2022        31 Dec 2022
                                                          (unaudited)                             (unaudited)         (audited)
                                                          £'000                                   £'000               £'000

 - Owners of the parent company                                     (10,537)                                (2,545)                             (7,797)
 - Non-controlling interests                              443                                     715                 1,305

 Total comprehensive loss is attributable to:
 - Owners of the parent company                                     (10,537)                                (2,962)             (7,797)
 - Non-controlling interests                              443                                     715                 1,305

 Loss per share:
 - Basic loss per share          5                        £ (0.05)                                £ (0.01)            £ (0.04)
 - Diluted loss per share        5                        £ (0.01)                                £ (0.00)            £ (0.01)

 The notes on pages 10 - 26 form an integral part of the financial statements.

 
                                                                                 30 Jun 2023       30 Jun 2022               31 Dec 2022
                                                                                 (unaudited)       (unaudited)               (audited)

                                       Notes                                     £'000             £'000                     £'000
 Non-current assets
 Property, plant and equipment         6                                         916               916                       832
 Right-of-use assets                   7                                         3,298             3,071                     3,553
 Goodwill and other intangible assets  8                                         148,658           97,231                    123,469
 Deferred tax asset                                                              4,492             -                         4,492

                                                                                 157,364           101,218                   132,346
 Current assets
 Short term investments                                                          49                72                        52
 Trade and other receivables                                                     10,380            7,207                     9,274
 Cash and cash equivalents                                                       24,126            20,693                    19,624

                                                                                 34,555            27,972                    28,950

 Total assets                                                                    191,919           129,190                   161,296

 Current liabilities

 Trade and other payables                                                        13,892            18,515                    17,597
 Deferred consideration payable        10                                        15,513            14,286                    20,771

                                                                                 29,405            32,801                    38,368
 Non-current liabilities
 Deferred consideration payable        10                                        12,559            10,304                    9,228
 Other non-current liabilities                                                   2,519             2,956                     2,806
 Loans and borrowings                                                            64,984            -                         24,343
 Deferred tax liability                                                          17,646            7,521                     12,584

 Total liabilities                                                               97,708            53,582                    87,329

 Net assets                                                                      64,806            75,608                    73,967

 Equity
 Share capital                         11                                        10,846            10,846                    10,846
 Share premium                         11                                        8,224             8,224                     8,224
 Preference share capital              12                                        70,150            70,150                    70,150
 Other reserves                                                                  16,168                  11,597                        14,373
 Foreign exchange reserve                                                        (1,087)                 417                           (422)
 Retained (loss)                                                                       (42,132)                    (27,638)            (31,595)

 Equity attributable to the owners of the Parent Company                         62,169            73,596                    71,576

 Non-controlling interests (NCI)                                                 2,637             2,012                     2,391

 Total equity                                                                    64,806            75,608                    73,967

 
 The notes on pages 10 - 26 form an integral part of the financial statements.

 The financial statements of Kingswood Holdings Limited (registered number
 42316) were approved and authorised for issue by the Board of Directors, and
 signed on its behalf by:

 David Hudd

 Chairman

 Date: 29(th) September 2023

 

 

              KINGSWOOD HOLDINGS LIMITED

 

                INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(CONTINUED)

 

                FOR THE PERIOD ENDED 30 JUNE 2023

                          Share capital and share premium                Preference share capital         Other reserves                              Foreign exchange reserve              Retained earnings             Equity attributable to the owners of the parent Company               NCI                  Total
                          £'000                                          £'000                            £'000                                       £'000                                 £'000                         £'000                                                                 £'000                £'000
     Balance at 1 January 2022                 19,070                               70,150                                      11,041                                    (488)                               (23,800)                                              75,973                           925                       76,898
     Loss for the period                       -                                    -                                -                                           -                                (2,545)                               (2,545)                                                      715                 (1,830)
     Movement on NCI                           -                                    -                                -                                           -                                -                                     -                                                            372                          372
     Consolidation adjustment                  -                                    -                                -                                           -                                (1,293)                               (1,293)                                                      -                            (1,293)
     Foreign exchange gain                     -                                    -                                -                                           905                              -                                     905                                                          -                   905
     Share based remuneration                  -                                    -                                556                                         -                                -                                     556                                                          -                   556

     Balance at 30 June 2022 (unaudited)       19,070                               70,150                                      11,597                                    417                           (27,638)                                      73,596                                    2,012                    75,608

     (Loss) / profit for the period            -                                    -                                -                                           -                                      (5,252)                                       (5,252)                                            590                                       (4,662)
     Movement on NCI                           -                                    -                                -                                           -                                -                                     -                                                                (351)                                 (351)
     Other adjustment                          -                                    -                                -                                           -                                1,293                                 1,293                                                        -                   1,293
     Share based remuneration                  -                                    -                                296                                         -                                -                                     296                                                          -                   296
     Preference share capital reserve          -                                                           -           2,480                                     -                                -                                     2,480                                                                        -                               2,480
     Foreign exchange loss                     -                                    -                                -                                                    (839)                               2                                                     (837)                            140                     (697)

     Balance at 31 December 2022 (audited)     19,070                               70,150                           14,373                                               (422)                               (31,595)                                              71,576                           2,391                   73,967

 

 
 (Loss) / profit for the period          -           -           -           -                (10,537)       (10,537)         443       (10,094)
 Movement on NCI                         -           -           -           -           -                        -           (197)     (197)
 Consolidation adjustment                -           -           -           -           -                        -           -         -
 Foreign exchange movement               -           -           -           (665)       -                        (665)       -         (665)
 Share based remuneration                -           -           498         -           -                        498         -         498
 Preference share capital                -           -           1,297       -           -                        1,297       -         1,297
 Foreign exchange gain                   -           -           -           -           -                        -           -         -

 Balance at 30 June 2023 (unaudited)     19,070      70,150      16,168      (1,087)     (40,835)                 62,169      2,637      66,806

 
                                                                                     Period                             Period                             Year ended
                                                                                     30 Jun 2023                        30 Jun 2022                        31 Dec 2022
                                                                                     (unaudited)                        (unaudited)                        (audited)
                                                                  Notes              £'000                              £'000                              £'000

 Net cash generated from / (used in) operating activities         13                        3,852                       (8,989)                            (2,704)

 Investing activities
 Property, plant and equipment purchased                                                    (99)                               (50)                                   (113)
 Acquisition of investments                                                                 (28,458)                    (13,180)                                      (32,272)
 Remuneration charge (deferred consideration)                                               (6,953)                     (173)                                         (10,774)

 Net cash used in investing activities                                                      (35,510)                           (13,403)                               (43,159)

 Financing activities
 Interest paid                                                                              (3,565)                            (11)                                   (21)
 Lease payments                                                                             (430)                              (454)                                  (852)
 Dividends paid to non-controlling interests                                         -                                  -                                             (811)
 New loans (repaid) / loans received                                                        40,607                      (156)                              23,784

 Net cash (used in)/generated from financing activities                                     36,612                      (621)                              22,100

 Net (decrease)/increase in cash and cash equivalents                                       4,954                       (23,013)                                      (23,763)

 Cash and cash equivalents at beginning of Period                                    19,624                             42,933                             42,933
 Effect of foreign exchange rates                                                    (452)                              771                                454

 Cash and cash equivalents at end of Period                                          24,126                             20,691                             19,624

 The notes on pages 10 - 26 form an integral part of the financial statements.

 

 
 1    Accounting policies

      General information
      Kingswood Holdings Limited 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 nature of
      the Group’s operations and its principal activities are set out in the
      Strategic 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
      ICAAP.

 1.1  Basis of accounting
      The Group’s interim condensed consolidated financial statements are prepared
      and presented in accordance with IAS 34 ‘Interim Financial Reporting’. The
      accounting policies adopted by the Group in the preparation of its 2022
      interim report are consistent with those disclosed in the annual financial
      statements for the year ended 31 December 2021.

      The information relating to the six months ended 30 June 2022 and the six
      months ended 30 June 2021 do not constitute statutory financial statements and
      has not been audited. The interim condensed consolidated financial statements
      do not include all the information and disclosures required in the annual
      financial statements and should be read in conjunction with the Group’s most
      recent annual financial statements for the year ended 31 December 2021.

 1.2  Changes in significant accounting policies
      The Group has applied the same accounting policies and methods of computation
      in its interim consolidated financial statements as in its 2022 annual
      financial statements.

 1.3  Significant accounting policies

      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. Accordingly, the Directors continue to adopt the going
      concern basis of accounting in preparing the financial statements.

      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.

 
 1   Accounting policies

     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.

 2   Critical accounting judgements and key sources of estimation uncertainty

     In the application of the Group’s accounting policies, which are described
     in note 1, the Directors are required to make judgements, estimates and
     assumptions about the carrying amounts of assets and liabilities that are not
     readily apparent from other sources. The estimates and associated assumptions
     are based on historical experience and other factors that are considered to be
     relevant. Actual results may differ from these estimates.

     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 the Group – via its board and senior management –
     the practical ability to direct, or as the case may be veto, the actions of
     its investees.

     The company holds 50.1% of voting rights in Kingswood US, LLC, parent company
     of the US and its subsidiaries, as well as a majority stake in the US
     division’s advisory board when grouped with affiliated entities. The Group
     has thus determined that the Company has rights, to variable returns from
     involvement with Kingswood US, LLC and its subsidiaries; and the ability to
     use power over the US Group to affect the amount of those returns, as such the
     Company has consolidated the sub-group as subsidiaries with a 49.9%
     non-controlling interest.

     The company holds 70% of voting rights in Moloney Investments Limited, parent
     company of Ireland and its subsidiaries, as well as a majority stake in the
     Ireland division’s advisory board when grouped with affiliated entities. The
     Group has thus determined that the Company has the practical ability to direct
     the relevant activities of Moloney Investments Limited and its subsidiaries
     and has consolidated the sub-group as subsidiaries with a 30% non-controlling
     interest.

 
 2   Critical accounting judgements and key sources of estimation uncertainty

                                               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 period,
                                               client relationships were amortised over a 10-20 year period.

                                               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 Cash
                                               Generating Units (CGU) to their expected recoverable amount, estimated on a
                                               value-in-use basis. The CGUs are based on the business segments as outlined in
                                               note 3.
     Share-based remuneration:
     Share based payments
     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.

     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.

     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:

     Payment of deferred consideration
     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.

 
 3                       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 date 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 2021. 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:

                                                                 Investment management         Wealth planning         US                                IRE                                     Group                         Total

                                                                                                                       operations                        operations
     Perioded Ended 30 June 2023

     Continuing operations:                                      £'000                         £'000                   £'000                             £’000                                   £'000                         £'000

     Revenue (disaggregate

     by timing):
     Non-recurring                                               452                           2,053                   37,514                            1,743                                   -                             41,762
     Recurring                                                   3,465                         14,662                  2,051                             790                                     -                             20,968

     External sales                                              3,917                         16,715                  39,565                            2,533                                   -                             62,730

     Direct expenses                                                       (569)                           (793)                   (35,952)                                  -                   -                                         (37,314)

     Gross profit                                                3,348                         15,922                  3,613                             2,533                                   -                             25,416

     Operating profit / (loss)                                   1,379                         5,589                   591                                             761                             (3,355)                       4,965

     Business re-positioning costs                                         (76)                            (104)                                                             -                   (64)                                (368)

                                                                                                                                                (124)
     Finance costs                                                         (7)                             (87)                    (8)                                       (1)                 (7,035)                             (7,138)
     Amortisation and depreciation                                    (9)                                  (823)                   -                                                                   (2,107)                       (2,957)

                                                                                                                                                         (18)
     Remuneration charge (deferred consideration)                -                                         -                       -                                                             (259)                         (259)
     Transaction costs                                           (61)                          (272)                   -                                                                                           (3,828)     (4,161)
     Goodwill adjustment                                         -                             -                       -                                                                                           -           -

     Profit / (loss) before tax from continuing operations       1,226                         4,303                   459                                                                             (16,649)                      (9,919)

                                                                                                                                                         742

     Tax                                                         -                                         (157)                   (14)                  (4)                                           -                             (175)

     Profit / (loss) after tax from continuing operations        1,226                         4,146                   445                                                                             (16,649)                      (10,094)

                                                                                                                                                         738

 
 3   Business and geographical segments

     Perioded Ended 30 June 2022                            Investment management            Wealth planning         US                  Group          Total

                                                                                                                     operations

     Continuing operations:                                 £'000                            £'000                   £'000               £'000          £'000

     Revenue (disaggregated by timing):
     Non-recurring                                          465                              1,776                   55,944              -              58,185
     Recurring                                              3,123                            11,088                  7,993               -              22,204

     External sales                                         3,588                            12,864                  63,937              -              80,389

     Direct expenses                                                   (717)                         (519)                 (59,094)      -                   (60,330)

     Gross profit                                           2,871                            12,345                  4,843               -              20,059

     Operating (loss) / profit                              685                              5,125                   1,529                    (2,834)        4,505

     Business re-positioning costs                                     (140)                         (336)                 (397)         (329)               (1,202)
     Finance costs                                          (1)                                      (70)                  (3)                (1,381)        (1,455)
     Amortisation and depreciation                          -                                        (687)                 42            (1,218)             (1,863)
     Remuneration charge (deferred consideration)           -                                        (42)                  -                  6,351          6,309
     Transaction costs                                      -                                        -                     -                  (1,621)        (1,621)
     Goodwill adjustment                                    -                                        -                     -                  (6,364)        (6,364)

     Profit / (loss) before tax from continuing operations             544                           3,990                 1,171              (7,396)        (1,691)

     Tax                                                    -                                (129)                         11            (21)           (139)

     Profit / (loss) after tax from continuing operations              544                           3,861           1,182                    (7,417)        (1,830)

 
 3   Business and geographical segments

     Year Ended 31 December 2022                               Investment management         Wealth planning         US                   Group                Total

                                                                                                                     operations
     (audited)

     Continuing operations:                                    £'000                         £'000                   £'000                £'000                £'000

     Revenue (disaggregated by timing):
     Non-recurring                                             931                           2,045                   118,396              -                    121,322
     Recurring                                                 6,252                         15,169                  9,431                23                   28,394

     External sales                                            7,183                         17,214                  127,827              23                   149,716

     Direct expenses                                                     (1,476)                     (913)                  (118,108)            -                    (120,497)

     Gross profit                                              3,176                         16,301                  9,719                23                   29,219

     Operating (loss) / profit                                 365                           5,779                   5,123                       (4,940)              6,327

     Business re-positioning costs                                       (177)                       (239)                  (263)                (885)                (1,564)
     Finance costs                                             -                                     (72)                   2                    (4,857)              (4,927)
     Amortisation and depreciation                             -                                     (1,197)                (212)                (990)                (2,399)
     Other gains                                               -                             -                       -                           (3,056)              (3,056)
     Remuneration charge (deferred consideration)              -                                     (3,691)                -                    (3,318)              (7,009)
     Transaction costs                                         -                                     (4)                    -                    (1,832)              (1,836)

     (Loss) / profit before tax from continuing operations     188                           576                     4,650                       (19,878)             (14,464)

     Tax                                                       -                                     (16)                   (317)                (428)                (761)

     (Loss) / profit after tax from continuing operations      188                           560                     4,333                       (20,306)             (15,225)

 4   Other (losses) / gains
                                                                                                                     Six months to        Six months to        Year Ended
                                                                                                                     30 June 2023         30 June 2022         31 December 2022
                                                                                                                     (unaudited)          (unaudited)          (audited)
                                                                                                                     £'000                £'000                £'000

     Additional payments due on acquired businesses                                                                  -                    -                           -
     Unrealised gain/(loss) on investment                                                                            -                    -                           (23)

                                                                                                                     -                    -                           (23)

 
 5   Earnings per share

                                                                                    Six months to                    Six months to                 Year ended
                                                                                    30 Jun 2023                      30 Jun 2022                   31 Dec 2022
                                                                                    (unaudited)                      (unaudited)                   (audited)

                                                                                    £'000                            £'000                         £'000

     Loss from continuing operations for the purposes of basic loss per share,             (10,537)                         (2,545)                     (7,797)
     being net loss attributable to owners of the Group

     Number of shares

     Weighted average number of ordinary shares for the purposes of basic loss per  216,920,719                      216,920,719                   216,920,724
     share

     Effect of dilutive potential ordinary shares:

     Share options                                                                  6,624,664                        8,580,094                     5,897,018
     Convertible preference shares in issue                                         525,217,205                      469,263,291                   512,407,029

     Weighted average number of ordinary shares for the purposes of diluted loss    748,762,592                      694,764,104                   735,224,771
     per share

     Continuous operations:
     Basic loss per share                                                           £(0.05)                          £(0.01)                       £(0.04)
     Diluted loss per share                                                         £(0.01)                          £(0.00)                       £(0.01)

     Total loss:
     Basic loss per share                                                           £(0.05)                          £(0.01)                       £(0.04)
     Diluted loss per share                                                         £(0.01)                          £(0.00)                       £(0.01)

 
 6   Tangible Assets

                                         Fixtures and equipment
                                         £'000
     Cost
     At 1 January 2022                   1,655
     Additions                           86
     Acquisitions NBV                    61

     At 30 June 2022                     1,802
     Additions                           27
     Acquisitions NBV                    19
     Reclassifications                   1,438
     FX on opening                       17

     At 31 December 2022                 3,303
     Additions                           99
     Acquisitions NBV                    160
     Reclassifications                   39
     FX on opening                       (7)

     At 30 June 2023                     3,594

     Accumulated depreciation
     At 1 January 2022                   714
     Depreciation charged in the Period  172

     At 30 June 2022                     886
     Depreciation charged in the Period  138
     Reclassifications                   1,438
     FX on opening                       9

     At 31 December 2022                 2,471
     Depreciation charged in the Period  153
     Reclassifications                   39
     FX on opening                       15

     At 30 June 2023                     2678

     Net book value
     At 30 June 2023                     916

     At 31 December 2022                 832

     At 30 June 2022                     916

 
 7   Right-of-use assets

                                         Land and buildings
                                         £'000
     Cost
     At 1 January 2022                   4,089
     Movement due to FX                         8
     Additions                           742

     At 30 June 2022                     4,839
     Current year adjustment             (137)
     Movement due to FX                  (8)
     Additions                           963

     At 31 December 2022                 5,657
     Current year adjustment             137
     Additions                           66

     At 30 June 2023                     5,860

     Accumulated depreciation
     At 1 January 2022                   1,370
     Depreciation charged in the Period  398

     At 30 June 2022                     1,768
     Current year adjustment             (25)
     Depreciation charged in the Period  361

     At 31 December 2022                 2,104
     Current year adjustment             25
     Depreciation charged in the Period  433

     At 30 June 2023                     2,562

     Net book value
     At 30 June 2023                     3,298

     At 31 December 2022                 3,553

     At 30 June 2022                     3,071

 
 8   Goodwill and other intangible assets
                                 Goodwill        Other intangible assets     Total
                                 £'000           £'000                       £'000
     Cost
     At 1 January 2022           45,150          42,615                      87,765
     Additions                   11,226          13,449                      24,675
     Revaluation of acquisition   (6,364)        -                           (6,364)

     At 30 June 2022             50,012          56,064                      106,076
     Additions                   7,176           20,042                      27,218
     Exchange adjustments        629             -                           629

     At 30 December 2022         57,817          76,106                      133,923

     Additions                   7,306           20,554                      27,860
     Movement due to FX          (315)           14                          (301)
     Disposals                   -               -                           -

     At 30 June 2023             64,808          96,674                      161,482

     Accumulated amortisation
     At 1 January 2022           2,279           5,231                       7,510
     Charge for period           -               1,335                       1,335

     At 30 June 2022             2,279           6,566                       8,845

     Disposals
     Charge for period           -               1,609                       1,609

     At 31 December 2022         2,279           8,175                       10,454

     Disposals
     Charge for period           -               2,370                       2,370

     At 30 June 2023             2,279           10,545                      12,824

 
 8   Goodwill and other intangible assets (continued)

     Net book value

     As at 30 June 2023                 62,529              86,129                                  148,658

     As at 31 December 2022             55,538              67,931                                  123,469

     As at 30 June 2022                 47,733              49,498                                  97,231

 9   Lease liabilities

     The lease liabilities are included in trade and other payables and other
     non-current liabilities in the statement of financial position.

                                                                                Land and buildings
                                                                                £'000

     At 1 January 2022                                                          3,274

     Additions                                                                  735
     Interest expense                                                           95
     Lease payments                                                                       (451)

     At 30 June 2022                                                            3,653

     Additions                                                                  920
     Interest expense                                                           52
     Lease payments                                                                       (401)

     At 31 December 2022                                                        4,274

     Additions                                                                  66
     Interest expense                                                           71
     Lease payments                                                                       (430)

     At 30 June 2023                                                            3,981

     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.

 
 9   Lease liabilities (continued)

     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.

 10  Deferred consideration payable
                                                      Six Months to               Six Months to               Year Ended
                                                      30 June 2023                30 June 2022                31 December 2022
                                                      £'000                       £'000                       £'000

     Deferred consideration payable on acquisitions:  28,072                      24,590                      29,999

     - falling due within one year                    15,513                      14,286                      20,771
     - due after more than one year                   12,559                      10,304                      9,228

     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.

     Previously all deferred consideration payable on acquisitions was recorded as
     a deferred liability and included in the fair value of assets. However, 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.

 
 11  Share capital
                              Six months to     Six months to     Year ended                                      Six months to           Six months to           Year ended
                              30 June 2023      30 June 2022      31 Dec 2022                                     30 June 2023            30 June 2022            31 Dec 2022
                              (unaudited)       (unaudited)       (audited)                                       (unaudited)             (unaudited)             (audited)
                              Shares            Shares            Shares                                          £'000                   £'000                   £'000

     Ordinary shares issued:

     Fully paid               216,920,719       216,920,719       216,920,719                                     10,846                  10,846                  10,846

                              216,920,719       216,920,719       216,920,719                                     10,846                  10,846                  10,846

     Share capital and share premium

                                                                        Number of ordinary shares           Par value               Share premium           Total
                                                                        '000                                £'000                   £'000                   £'000

     At 1 January 2022                                                  216,921                             10,846                  8,224                   19,070
     Issued during year                                                 -                                   -                       -                       -
     As at 30 June 2022                                                 216,921                             10,846                  8,224                   19,070

     At 31 December 2022                                                216,921                             10,846                  8,224                   19,070
     Issued during year                                                 -                                   -                       -                       -

     At 30 June 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 2022 KPI (Nominees) Limited held 144,125,262 Ordinary
     Shares, representing 66.4 per cent of ordinary shares in issue at year end.

 
 12  Preference share capital

                 Six Months to       Six Months to       Year Ended      Six Months to     Six Months to     Year Ended
                 30 June 2023        30 June 2022        31 Dec 2022     30 June 2023      30 June 2022      31 Dec 2022
                 (unaudited)         (unaudited)         (audited)       (unaudited)       (unaudited)       (audited)
                 Shares              Shares              Shares          £'000             £'000             £'000

     Convertible preference shares issued:

     Fully paid  77,428,443          77,428,443          77,428,443      77,428            77,428            77,428

                 77,428,443          77,428,443          77,428,443      77,428            77,428            77,428

                                                                         Six Months to     Six Months to     Year Ended
                                                                         30 June 2023      30 June 2022      31 Dec 2022
                                                                         (unaudited)       (unaudited)       (audited)

     Equity component                                                    70,150            70,150            70,150
     Liability component                                                 -                 -                 -

                                                                         70,150            70,150            70,150

 

 

 

On 12 September 2019, Kingswood Holdings Limited entered into a subscription
agreement with HSQ Investment Limited, a wholly owned indirect subsidiary of
funds managed and/or advised by Pollen Street Capital, to subscribe for up to
80 million irredeemable convertible preference shares, at a subscription price
of £1 each (the Subscription). Pollen Street Capital is a global, independent
alternative asset investment management company, established in 2013 with
currently £3.2 billion gross AUM across private equity and credit strategies,
focused on the financial and business services sectors, with significant
experience in speciality finance.

 

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 five per cent per annum from the date of
issue. Effective 17 December 2021 onwards, these will be settled via the issue
of additional ordinary shares, thereby extinguishing the liability component.

 

 

 
 13  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.
                                                               Six Months to                    Six Months to                 Year Ended
                                                               30 June 2023                     30 June 2022                  31 Dec 2022

                                                               (unaudited)                      (unaudited)                   (audited)
                                                               £'000                            £'000                         £'000

     Loss before tax                                                      (9,919)               (1,691)                       (10,972)

     Depreciation and amortisation                             2,957                            1,863                         4,507
     Goodwill adjustment                                       -                                6,364                         -
     Finance costs                                             6,639                            1,455                         6,398
     Remuneration charge (deferred consideration)                         259                   (7,399)                       1,852
     Acquisition of investments                                           -                     -                             586
     Share-based payment expense                               499                              556                           878
     Other losses / (gains)                                    -                                -                             23
     Foreign exchange gain                                     -                                12                                      -
     Tax paid                                                             (175)                 (139)                         (22)

     Operating cash flows before movements in working capital  260                                        1,021               (3,250)

     (Increase)/decrease in receivables                        6,318                                      786                 1,821
     Increase/(decrease) in payables                                      (2,726)               (10,796)                      (7,775)

     Net cash inflow / (outflow) from operating activities                3,852                 (8,989)                       (2,704)

 
 14  Financial instruments

     The following table states the classification of financial instruments and is
     reconciled to the Statement of Financial Position:

                                                                                                                                             30 Jun 2023                30 Jun 2022                                31 Dec 2022
                                                                                                                                             Carrying amount            Carrying amount                            Carrying amount
                                                                                                                                             (unaudited)                (unaudited)                                (audited)
                                                                                                                                             £'000                      £'000                                      £'000

     Financial assets measured at amortised cost
     Trade and other receivables                                                                                                             10,181                     5,846                                      9,273
     Cash and cash equivalents                                                                                                               24,126                     20,693                                     19,624

     Financial liabilities measured at amortised cost
     Trade and other payables                                                                                                                         (11,316)                   (16,530)                          (16,130)
     Other non-current liabilities                                                                                                                    (2,519)                                   (222)                       (2,806)
     Lease liability                                                                                                                                  (1,462)                    (3,653)                           (1,467)

     Financial liabilities measured at fair value through profit and loss
     Deferred consideration payable                                                                                                                   (28,072)                   (24,590)                          (29,999)

                                                                                                                                                      (9,060)                    (18,456)                          (21,505)

     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  28,072                   Fair value of deferred consideration payable is estimated by discounting the                              Level 3
                                                              future cash flows using the IRR inherent in the company's acquisition price.

 
 15   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.

                                                            Six months to           Six months to           Year ended

                                                            30 June 2023            30 June 2022            31 Dec 2022
                                                            (unaudited)             (unaudited)             (audited)
                                                            2023                    2022                    2022
                                                            £'000                   £'000                   £'000

      Salaries and other short-term employee benefits       665                     103                     678

      Other related parties

      During the period, KHL incurred fees of £50,000 (30 June 2022: £58,333; 31
      December 2022: £116,000) from KPI (Nominees) Limited in relation to
      Non-Executive Director remuneration. At 30 June 2023, £nil of these fees
      remained unpaid (30 June 2022: £nil; 31 December 2022: £nil).

      Fees received from Moor Park Capital Partners LLP, in which Gary Wilder holds
      a beneficial interest, relating to property related services provided by KHL
      totalled £nil for the period ended 30 June 2023 (30 June 2022: £23,708; 31
      December 2022: £23,708), of which £nil (30 June 2022: £nil; 31 December
      2022: £nil) was outstanding at 30 June 2023.

      Fees paid for financial and due diligence services to Kingswood LLP, in which
      Gary Wilder and Jonathan Massing hold a beneficial interest, totalled £69,469
      for the period to 30 June 2023 (30 June 2022: £420,807; 31 December 2022:
      £479,955), of which £nil (30 June 2022: £nil; 31 December 2022: £nil) was
      outstanding at 30 June 2023.

 16   Ultimate controlling party

      As at the date of approving the financial statements, the ultimate controlling
      party of the Group was KPI (Nominees) Limited.

 17   Events after the reporting date

      There were no significant events after the reporting period.

 

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