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REG - Kingswood Holdings - Kingswood half-year Report

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RNS Number : 5145Z  Kingswood Holdings Limited  15 September 2022

Half-year Report

 

Kingswood Holdings Limited ("Kingswood") continues to make strong progress
against strategic objectives and is well positioned to accelerate the delivery
of medium-term targets

 

·      Following record results in 2021, revenue has further grown by
31% in H1'22 (vs H1'21) and operating profit by 47% increasing by £1.5m to
£4.5m confirming the resilience of the business with a highly scalable
platform

 

·      UK trading in line with expectations and has completed 6
acquisitions so far in 2022, adding £2.8m annual operating profit and
c.£0.9bn Assets under Management and Advice (AUM/A) to the Group.  Kingswood
has also signed Heads of Terms or is in exclusive discussions with a further 8
UK & Ireland businesses, most of which it expects to conclude in this
financial and calendar year

 

·      Kingswood US increased the number of registered representatives
in its Registered Investment Adviser (RIA) and Independent Broker Dealer (IBD)
business by 6% in the first six months of the year, supporting growth in AUM/A
by $0.2bn to c.$2.7bn

 

·      A complementary focus on organic growth is now delivering a
positive trajectory across all operating segments in H1'22

 

·      Kingswood now manages £9.3bn of client assets, an increase of
37% compared to December 2021

 

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 2022.

 

David Lawrence, Kingswood Chief Executive Officer, commented: "We delivered
record levels of revenue and operating profit in all 3 of our Divisions in
2021 and I am delighted to report further growth in the first half of 2022.
Whilst the business continues to build momentum through 2022, revenue and
operating profit have been impacted by unfavourable market conditions, mainly
from lower than expected capital market activity in the US.  Despite this,
our business continues to grow organically in both the UK and US and our
acquisition strategy continues to progress as planned.

 

We have continued to implement our buy, build and grow strategy in the UK,
successfully completing the acquisition of 6 UK IFA businesses and have a
strong pipeline for future UK acquisitions. I would like to welcome our 6
recently acquired businesses to the Kingswood Group and wish them every
success with us moving forwards.  Under the leadership of Mike Nessim, we
have also continued to expand our US footprint adding 12 new registered
representatives and growing our AUM by $0.2bn.

 

Whilst the external environment is less certain in the short-term, the
strategy and trajectory of the business continues 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 and I would like to thank all colleagues and
stakeholders for their effort, focus and commitment."

 

Strategic Highlights

 

·     UK AUM/A increased by £2.2bn to £7.1bn in H1'22 largely driven by
inorganic growth and positive net flows of assets under our management and
advice (AUM/A)

 

·      We completed the acquisition of 6 UK IFA businesses in the first
half of the year which have been successfully integrated into the Group's
operations within 4 months

 

·     8 UK acquisitions are currently in exclusive due diligence,
comprising a total of £8.7m annual operating profit and £1.9bn AUM/A. These
are expected to conclude in the fourth quarter of 2022

 

·     Kingswood places the client at the heart of everything we do and we
are extremely proud to have 4.8 stars out of 5 on VouchedFor, home to the UK's
most trusted advisers

 

·      Technology has been successfully deployed in the business to
improve the client experience and productivity.  Following the launch of our
market leading 'Kingswood Go' app in March 2022, over 1,300 clients have now
registered providing them with easier access to their investment portfolio.
Further investments in technology will deliver an enhanced experience for the
client including digital fact finds and new propositions that will provide
both a face to face and a digitally delivered service

 

·     As we build a business more representative of our society, good
progress has been made to address diversity imbalances across the organisation
- 60% of UK adviser hires in 2022 were female compared to an adviser community
where c.15% of our advisers are female

 

·    Kingswood US has continued to grow organically through the
accelerated recruitment of registered representatives, which supported an 8%
increase in AUM/A to $2.7bn

 

·     The US business continues to build on the exceptional growth
experienced in its Investment Banking operating segment during 2021,
recruiting two new high quality IB groups in H1'22 focussed on mid-market
equity capital markets

 

Financial Highlights

 

·      Group revenue of £80.4m increased by £18.8m, or 31%, compared
to H1'21 reflecting the impact of acquisitions and healthy organic growth
across both the UK and US

 

·    Wealth Planning revenue of £12.9m increased by 55% compared to H1'21
reflecting the impact of our recent acquisitions and organic revenue growth
from higher new volumes of new business. Investment Management revenue of
£3.6m also increased by 55% compared to the prior year due to the acquisition
of IBOSS Asset Management, with positive net inflows also seen in our Fixed
Income business

 

·      US revenue of £63.9m increased by 26% compared to H1'21.
Recurring revenues increased from 7% in 2021 to 13% in H1 2022.  The
Registered Investment Adviser (RIA) and Independent Broker Dealer (IBD)
business reported revenue was £8.0m, 189% higher than H1'21, as an increase
in the number of registered representatives by 12 to 223 supported growth in
AUM by $0.2bn to $2.7bn.  Investment Banking (IB) revenue of £55.9m
increased by 16% compared to H1'21 reflecting a strong performance in the
first quarter. IB revenue in the second quarter fell by 20% year-over-year as
macro-economic headwinds and market volatility led to a slowdown in capital
market activity, as demonstrated by a fall in the number of IPOs in the
Americas region by 73% compared to H1'21. On a like for like currency basis,
US revenue increased by 17% to $82.7m compared to H1'21

 

·      Operating Expenditure of £15.6m increased by 46% compared to
H1'21 largely reflecting the impact of acquisitions in the UK (£2.9m) and
higher costs in Kingswood US (£1.5m) due to higher legal, compliance and
regulatory costs. Central costs increased by (£0.5m) to £2.8m reflecting
investment to support a growing business and higher professional fees

 

·     Operating Profit of £4.5m was £1.5m higher than H1'21 reflecting
the additional contributions from the recently acquired businesses. 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)

 

·      Profit before Tax for the period was a Loss of £1.7m reflecting
a net £6.3m acquisition related deferred consideration release offset by
£1.9m amortisation and depreciation, £1.5m finance (interest related) costs,
£2.8m business re-positioning and transaction costs and a goodwill adjustment
of £6.4m

 

·     The Group had £20.7m of cash as at June 2022, a decrease of
£22.2m since December 2021, largely driven by acquisition related payments in
the UK and timing of the settlement of Investment Banking commission payments
in the US

 

 

 

 

 

 

 

 £'000 (unless otherwise stated)   H1'22    H1'21    Change %
 Wealth Management                 12,864   8,307    55%
 Investment Management             3,588    2,312    55%
 Kingswood US                      63,937   50,922   26%
 Total Revenue                     80,389   61,541   31%
 Recurring Revenue                 28%      19%      n/a
 Kingswood UK (WM + IM)            5,810    2,830    105%
 Kingswood US                      1,529    2,519    (39)%
 Division Operating Profit         7,339    5,349    37%
 Central Costs                     (2,834)  (2,294)  24%
 Operating Profit                  4,505    3,055    47%

 £'000 (unless otherwise stated)   H1'22    FY'21    Change %
 Total Equity                      75,608   76,898   (2)%
 Total Cash                        20,693   42,933   (52)%
 Key Metrics
    AUM/A (£m)                     9,288    6,772    37%
    # of UK Advisers               87       70       24%
    # of US RIA/IBD reps           223      211      6%

 

 

Change of Auditor

During H1 2022 Kingswood Holdings Limited embarked on a tender process to
undertake future audit activity. Our existing auditor BDO LLP ("BDO") did not
participate in this process. BDO LLP ("BDO") have subsequently resigned as the
Group's auditor and the Board has approved the appointment of PKF Littlejohn
("PKF") as the Group's new external auditor.  PKF will conduct the audit of
the Group's financial statements for the financial period to 31 December
2022.  BDO has submitted to the Company, in accordance with Companies
(Guernsey) Law, 2008, a letter stating its reason for resigning. A copy of
BDO's letter has, in accordance with section 274 of the Companies (Guernsey)
Law, 2008, today been shared with all shareholders on the Company's website,
along with an explanatory letter from Kingswood Holdings Limited.

 

Outlook

Our near-term target remains to build our UK AUM/A to in excess of £10bn and
£12.5bn globally, and we are building a pipeline to deliver a proforma £20m
Operating Profit through a combination of acquisitions and organic growth.

 

Whilst external factors continue to impact the business, Kingswood's
resilience has been demonstrated through a solid performance in the first half
of the year. We have made good progress against our UK inorganic growth
strategy and have generated pleasing organic revenue growth across the
Group.  The UK business has proven to have sticky, long-term recurring
revenues that are not directly correlated to market performance.  In the
second half of the year, we expect further organic growth and positive net
inflows and it remains well positioned as financial markets recover.  The
transactional nature of US Investment Banking revenues means that its revenue
and profit will be dependent on the levels of capital market activity.

 

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

 

 Company Registration No. 42316 (Guernsey)

 KINGSWOOD HOLDINGS LIMITED

 CONSOLIDATED INTERIM UNAUDITED FINANCIAL STATEMENTS

 FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2022

KINGSWOOD HOLDINGS LIMITED

 

CONTENTS

                                                         Page

 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

 

 

 

 

 

 

 

KINGSWOOD HOLDINGS LIMITED

 

FINANCIAL AND OPERATIONAL REVIEW

 

FOR THE PERIOD ENDED 30 JUNE 2022

 

 

 

 

 

 

 

 

 

Group Review:

 

The business has continued to build momentum in 2022 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
strategy continues to progress 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:

 

Despite the continued macro-economic uncertainty and volatility, Kingswood has
delivered double-digit revenue and operating profit growth in the first half
of the year.  AUM/A is now £9.3bn and we are reporting organic revenue
growth in the business.

 

We continue to see the benefits of our buy, build and grow strategy,
completing a further 6 acquisitions in 2022 that will continue the growth
trajectory into 2023 and beyond. The Kingswood Board continues to focus on
ensuring that they maintain and deliver a robust Balance Sheet with a view to
ensuring no deferred liability remains uncovered from a funding perspective.
Our focus is to maximise shareholder returns through Operating Profit growth
combined with minimising our weighted average cost of capital.

 

Group revenue of £80.4m increased by 31% compared to H1'21, with double digit
growth across all operating segments. Wealth Planning revenue increased by 55%
to £12.9m and Investment Management revenue increased by 55% to £3.6m,
driven by £4.5m and £1.1m growth through acquisitions respectively. Organic
revenue growth across the UK segments demonstrates the synergies generated
through our vertically integrated growth strategy.

 

US revenues of £63.9m increased by 26% compared to H1'21. Recurring revenues
increased from 7% in 2021 to 13% in H1 2022. The Registered Investment Adviser
(RIA) and Independent Broker Dealer (IBD) business reported revenue was
£8.0m, 189% higher than H1'21, as an increase in the number of registered
representatives by 12 to 223 supported growth in AUM by $0.2bn to $2.7bn.
 Investment Banking (IB) revenue of £55.9m increased by 16% compared to
H1'21 reflecting a strong performance in the first quarter.  IB revenue in
the second quarter fell by 20% year-over-year as macro-economic headwinds and
market volatility led to a slowdown in capital market activity, as
demonstrated by a fall in the number of IPOs in the Americas region by 73%
compared to H1'21.

 

Operating Profit for the period was £4.5m, an increase of £1.5m compared to
the prior year, reflecting the impact of acquisitions the underlying business
dynamics. An increase in central costs of £0.5m to £2.8m largely reflects an
increase in the central resources required to support a larger business and
one-off professional fees.

 

Profit before Tax for the period was a Loss of £1.7m reflecting a net £6.3m
acquisition related deferred consideration release offset by £1.9m
amortisation and depreciation, £1.5m finance (interest related) costs, £2.8m
business re-positioning and transaction costs and a goodwill adjustment of
£6.4m.

 

The Group had £20.7m of cash as at June 2022, a decrease of £22.2m compared
to December 2021. This is largely driven by acquisition related payments and a
timing impact of the settlement of Investment Banking commission payments in
the US. Net Assets as at 30 June 2022 were £75.6m, a decrease of £1.3m
compared to December 2021.

 

Our near-term target remains to build our UK AUM/A in excess of £10bn and
£12.5bn globally, and we are building a pipeline to deliver a proforma £20m
Operating Profit through a combination of acquisitions and organic growth.
Although we continue to operate within an uncertain macroeconomic environment
looking ahead, we remain confident in the success of our ambitious long-term
growth strategy grounded in supporting our clients to protect and grow their
wealth.

 

 

UK Highlights:

 

Kingswood UK has delivered a solid financial performance in H1'22, with
revenue and operating profit increasing by 55% and 105% year-over year
respectively.

 

We successfully completed the acquisition of 6 UK IFA businesses, with all
2022 acquisitions now fully integrated into the Group's operations and there
is a healthy pipeline of future acquisition opportunities at various stages of
study and negotiation, including 8 currently in exclusive due diligence
comprising a total of £8.7m annual operating profit and £1.9bn AUM/A. These
transactions are expected to conclude in the fourth quarter of 2022.

 

Total UK revenue of £16.5m in H1'22, was £5.8m higher compared to the same
period last year and with 86% of revenues being recurring in nature this
provides the strong, annuity style fee stream required to deliver sustainable,
long term returns to our shareholders.

 

We expect organic growth in both initial and ongoing fees post integration
through accretive assets under influence and, despite the first half of 2022
bringing with it both a decline in global markets and inflationary pressures,
the UK business generated positive organic revenue growth in H1'22.  Organic
growth is delivered through agreements with professional introducers who
recommend Kingswood to their clients, digital channels including SEO and
Google ads, a greater share of wallet through adviser-client meetings and
vertical integration.

 

The Advisory model demonstrated resilience during COVID and remains resilient
in the current period.  Clients tend to seek advice in periods of market
volatility and the adviser-client relationship is the stickiest part of the
value chain.  Despite a decline in global markets our clients are typically
invested for the long term, with assets tied up in diversified portfolios.

 

The hard work and dedication of all our staff has enabled 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 most recent 'Vouchedfor' rating of 4.8 / 5.0.

 

 

US Highlights:

 

We maintain a robust recruitment pipeline of new advisers, with a particular
focus on developing predictable and recurring revenue streams from the advice
and management of our client assets and the first half of 2022 we further
expanded our US footprint by adding 12 new registered representatives and
growing our AUM/A by $0.2bn. Our brand recognition continues to develop within
the market, and we are seeing increasing levels of referrals from within our
current adviser base. This has enabled us to continually build a strong
pipeline of new advisers and we expect to onboard a further 10 reps managing
c.$300m AUM/A in 2022.

 

Kingswood US revenue of $82.7m in the first half of the year increased by
$12.0m or 17% compared to the same period last year. Operating profit
decreased by $1.5m to $2.0m compared to H1'21. The decrease in operating
profit has largely been driven by an increase in operating expenses related to
non-recurring professional fees and higher staff commission payments for the
recruitment of reps, which we will begin to see revenue generation from over
H2'22.

 

In the second half of the year, we expect our financial performance to
continue to be impacted by market movements and capital market activity in the
US. The transactional nature of US Investment Banking revenues means that they
will be dependent on the levels of capital market activity. Through investment
in the business we remain well positioned as financial markets begin to
recover.

 

We remain confident in the success of our long term growth strategy of
acquiring small to medium size IBD/RIA firms and recruiting independent
financial advisers through a superior wealth management platform, supporting
practice offering and by removing the management and regulatory burden to
enable advisers to focus on growing their client base.  In turn this will
continue to increase our levels of recurring revenues and drive improved
margins.

 

                                                                         Six months to                             Six months to        Year ended
                                                                         30 June 2022                              30 June 2021         31 Dec 2021
                                                                         (unaudited)                               (unaudited)          (audited)
                                                            Notes        £'000                                     £'000                £'000

 Revenue                                                    3            80,389                                    61,541               149,716
 Direct expenses                                                                      (60,330)                            (47,824)            (120,497)

 Gross profit                                                            20,059                                    13,717               29,219

 Operating staff costs                                                                (10,283)                            (7,631)             (15,157)
 Other operating costs                                                                (5,271)                             (3,031)             (7,735)

 Total operating costs                                                                (15,554)                            (10,662)            (22,892)

 Operating profit                                                        4,505                                     3,055                6,327

 Non-operating costs:
 Business re-positioning costs                                                        (1,202)                             (407)               (1,564)
 Finance costs                                                                        (1,455)                             (840)               (4,927)
 Amortisation and depreciation                                                        (1,863)                             (1,117)             (2,399)

 Acquisition-related items:
 Other (losses) / gains                                     4            -                                         -                          (3,056)
 Remuneration charge (deferred consideration)               10           6,309                                            (4,145)             (7,009)
 Goodwill adjustment                                        8                         (6,364)                      -                    -
 Transaction costs                                                       (1,621)                                          (274)               (1,836)

 Loss before tax                                                                      (1,691)                             (3,728)             (14,464)

 Tax                                                                                  (139)                        3                          (761)

 Loss after tax                                                                       (1,830)                             (3,725)             (15,225)

 Other comprehensive income / (loss)
 Items that may not be reclassified to profit or loss
 Exchange differences on translation of foreign operations                            (417)                        368                  367

 Total comprehensive loss                                                             (2,247)                             (3,357)             (14,858)

                                                          Six months to                           Six months to       Year ended
                                                          30 June 2022                            30 June 2021        31 Dec 2021
                                                          (unaudited)                             (unaudited)         (audited)
                                                          £'000                                   £'000               £'000

 - Owners of the parent company                                     (2,545)                                 (4,857)             (17,432)
 - Non-controlling interests                              715                                     1,132               2,207

 Total comprehensive loss is attributable to:
 - Owners of the parent company                                     (2,962)                                 (4,489)             (17,065)
 - Non-controlling interests                              715                                     1,132               2,207

 Loss per share:
 - Basic loss per share          5                        £ (0.01)                                £ (0.02)            £ (0.08)
 - Diluted loss per share        5                        £ (0.00)                                £ (0.02)            £ (0.08)

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

                                                                                 30 Jun 2022       30 Jun 2021       31 Dec 2021
                                                                                 (unaudited)       (unaudited)       (audited)

                                       Notes                                     £'000             £'000             £'000
 Non-current assets
 Property, plant and equipment         6                                         916               915               941
 Right-of-use assets                   7                                         3,071             2,583             2,719
 Goodwill and other intangible assets  8                                         97,231            46,943            80,255
 Investments                                                                     -                 20                -
 Deferred tax asset                                                              -                 392               -

                                                                                 101,218           50,853            83,915
 Current assets
 Short term investments                                                          72                -                 65
 Trade and other receivables                                                     7,207             5,067             5,749
 Cash and cash equivalents                                                       20,693            24,733            42,933

                                                                                 27,972            29,800            48,747

 Total assets                                                                    129,190           80,653            132,662

 Current liabilities

 Trade and other payables                                                        18,515            20,077            26,084
 Deferred consideration payable        10                                        14,286            900               7,706

                                                                                 32,801            20,977            33,790
 Non-current liabilities
 Deferred consideration payable        10                                        10,304            3,810             14,482
 Other non-current liabilities                                                   2,956             9,834             2,915
 Deferred tax liability                                                          7,521             1,889             4,577

 Total liabilities                                                               53,582            36,510            55,764

 Net assets                                                                      75,608            44,143            76,898

 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            37,550            70,150
 Other reserves                                                                  11,597                  (487)             11,041
 Foreign exchange reserve                                                        417                     (459)             (488)
 Retained (loss)                                                                       (27,638)          (12,359)          (23,800)

 Equity attributable to the owners of the Parent Company                         73,596            43,315            75,973

 Non-controlling interests                                                       2,012             828               925

 Total equity                                                                    75,608            44,143            76,898

 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:

 Chairman
 Date:

 

KINGSWOOD HOLDINGS LIMITED

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE PERIOD ENDED 30 JUNE 2022

                                                 Share capital and share premium     Deferred share capital      Preference share capital      Other reserves       Foreign exchange reserve         Retained earnings       Equity attributable to the owners of the parent Company        Non-controlling interests        Total
                                                 £'000                               £'000                       £'000                         £'000                £'000                            £'000                   £'000                                                          £'000                            £'000

 Balance at 1 January 2021                       19,070                              -                           37,550                               (519)                    (855)                         (6,159)                              49,087                                    1,065                            50,152

 Loss for the period                             -                                   -                           -                             -                    -                                4,857                   4,857                                                          (1,132)                          3,725
 Amounts attributable to NCI                     -                                   -                           -                             -                    -                                -                       -                                                              32                                    (32)
 Elimination of local goodwill on consolidation  -                                   -                           -                             -                    -                                (1,343)                 1,343                                                          (1,337)                               (2,680)
 Foreign exchange gain                           -                                   -                           -                             -                    368                              -                       368                                                            -                                368
 Share based remuneration                        -                                   -                           -                             60                   -                                -                       60                                                             -                                60

 Balance at 30 June 2021 (unaudited)             19,070                              -                           37,550                               (459)                    487                           (12,359)                             43,315                                    828                              44,143

 (Loss) / profit for the period                  -                                   -                           -                             -                    -                                        (12,575)                             (12,575)                                             1,075                      (11,500)
 Dividends due to NCI                            -                                   -                           -                             -                    -                                -                       -                                                                         (1,033)                    (1,033)
 Other adjustment                                -                                   -                           -                             -                    -                                1,134                   1,134                                                          -                                1,134
 Issue of preference share capital               -                                   -                           32,600                                             -                                -                       32,600                                                         -                                32,600
 Share based remuneration                        -                                   -                           -                             34                   -                                -                       34                                                             -                                34
 Preference share capital reserve                                                                                                              11,466                                                                        11,466                                                         -                                11,466
 Foreign exchange loss                           -                                   -                           -                             -                               (1)                           -                                    (1)                                                  55                    54

 Balance at 31 December 2021 (audited)           19,070                              -                           70,150                        11,041                          (488)                         (23,800)                             75,973                                    925                              76,898

                                      Share capital and share premium     Deferred share capital      Preference share capital      Other reserves      Foreign exchange reserve             Retained earnings       Equity attributable to the owners of the parent Company     Non-controlling interests     Total
                                      £'000                               £'000                       £'000                         £'000               £'000                                £'000                   £'000                                                       £'000                         £'000

 (Loss) / profit 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 movement            -                                   -                           -                             -                   905                           -                      905                                                                 -                             905
 Share based remuneration             -                                   -                           -                             556                 -                             -                      556                                                                 -                             556
 Foreign exchange gain                -                                   -                           -                             -                   -                             -                      -                                                                   -                             -

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

 Note 11 provides further details of, and the split between, Share Capital and
 Share Premium.

 Additional reserves consist of foreign exchange translation, other reserves
 including share-based remuneration and expenses charged against reserves.

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

 

KINGSWOOD HOLDINGS LIMITED

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE PERIOD ENDED 30 JUNE 2022

                                                                                     Period                             Period                             Year ended
                                                                                     30 Jun 2022                        30 Jun 2021                        31 Dec 2021
                                                                                     (unaudited)                        (unaudited)                        (audited)
                                                                  Notes              £'000                              £'000                              £'000

 Net cash generated from / (used in) operating activities         13                        (8,989)                     1,679                              1,741

 Investing activities
 Property, plant and equipment purchased                                                    (50)                               (529)                              (127)
 Acquisition of investments                                                                 (13,180)                    -                                         (12,720)
 Remuneration charge (deferred consideration)                                               (173)                       -                                         (738)

 Net cash used in investing activities                                                      (13,403)                           (529)                              (13,585)

 Financing activities
 Proceeds from issue of shares                                                       -                                  20,000                             52,600
 Interest paid                                                                              (11)                               (12)                               (58)
 Lease payments                                                                             (454)                              (304)                              (650)
 Dividends paid to non-controlling interests                                         -                                  -                                         (1,272)
 New loans (repaid) / loans received                                                        (156)                       -                                  18

 Net cash (used in)/generated from financing activities                                     (621)                       19,684                             50,638

 Net (decrease)/increase in cash and cash equivalents                                       (23,013)                    20,834                             38,794

 Cash and cash equivalents at beginning of Period                                    42,933                             3,899                              3,899
 Effect of foreign exchange rates                                                    771                                -                                  240

 Cash and cash equivalents at end of Period                                          20,691                             24,733                             42,933

 Prior period financials have been restated to correctly recognise contingent
 deferred consideration payments, linked to the continued employment of the
 acquiree's employees, as an operating cash outflow in the Consolidated
 Statement of Cash Flows. Previously all deferred consideration payments
 related to acquisitions were included in the deferred consideration line
 within net cash used in investing activities.

 In 30 June 2021, the cash outflow reclassified from investing activities to
 operating activities was £3,974,702.

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

 

KINGSWOOD HOLDINGS LIMITED

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED 30 JUNE 2022

 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 2021 annual
      financial statements.

      There are a number of standards and interpretations which have been issued by
      the International Accounting Standards Board that are effective for periods
      beginning subsequent to 31 December 2022 (the date on which the company's next
      annual financial statements will be prepared up to) that the Group has decided
      not to adopt early. The Group does not believe these standards and
      interpretations will have a material impact on the financial statements once
      adopted.

 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 KHL - via its board and senior management - the
    practical ability to direct, or as the case may be veto, the actions of its
    investees. KHL holds 50.1% of voting rights in MHC 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 the
    practical ability to direct the relevant activities of MHC and its
    subsidiaries, and has consolidated the sub-group as subsidiaries with a 49.9%
    non-controlling interest.

    Estimates and Assumptions

    Intangible assets:

    Expected duration of client relationships
    The Group makes estimates as to the expected duration of client relationships
    to determine the period over which related intangible assets are amortised.
    The amortisation period is estimated with reference to historical data on
    account closure rates and expectations for the future. During the period,
    client relationships were amortised over a 10-20 year period.

 2  Critical accounting judgements and key sources of estimation uncertainty

    Goodwill
    The amount of goodwill initially recognised as a result of a business
    combination is dependent on the allocation of the purchase price to the fair
    value of the identifiable assets acquired and the liabilities assumed. The
    determination of the fair value of the assets and liabilities is based, to a
    considerable extent, on management's judgement. Goodwill is reviewed annually
    for impairment by comparing the carrying amount of the CGUs to their expected
    recoverable amount, estimated on a value-in-use basis.

    Share-based remuneration:

    Share based 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 operations        Group                Total
    Perioded Ended 30 June 2022

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

    Revenue (disaggregated by timing):
    Point in time                                          465                              1,776                   55,944               -                    58,185
    Over time                                              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 profit / (loss)                              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

    Perioded Ended 30 June 2021                            Investment management            Wealth planning         US operations        Group          Total

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

    Revenue (disaggregated by timing):
    Point in time                                          513                              953                     48,162               -              49,628
    Over time                                              1,799                            7,354                   2,760                -              11,913

    External sales                                         2,312                            8,307                   50,922               -              61,541

    Direct expenses                                                   (790)                         (460)                  (46,574)           -              (47,824)

    Gross profit                                           1,522                            7,847                   4,348                -              13,717

    Operating (loss) / profit                              56                               2,774                   2,519                     (2,294)        3,055

    Business re-positioning costs                                     (76)                          (112)                  (184)              (35)           (407)
    Finance costs                                          -                                        (50)                   5                  (795)          (840)
    Amortisation and depreciation                          -                                        (522)                  (15)               (580)          (1,117)
    Remuneration charge (deferred consideration)           -                                        (2,128)                -                  (2,017)        (4,145)
    Transaction costs                                      -                                        (8)                    -                  (266)          (274)

    Profit / (loss) before tax from continuing operations             (20)                          (46)                   2,325              (5,987)        (3,728)

    Tax                                                    -                                -                              (40)               43        3

    Profit / (loss) after tax from continuing operations              (20)                          46              2,285                     (5,944)        (3,725)

 3  Business and geographical segments

    Year Ended 31 December 2021                               Investment management         Wealth planning         US operations        Group                Total
    (audited)                                                 2021                          2021                    2021                 2021                 2021

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

    Revenue (disaggregated by timing):
    Point in time                                             881                           2,045                   118,396              -                    121,322
    Over time                                                 3,771                         15,169                  9,431                23                   28,394

    External sales                                            4,652                         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 2022         30 June 2021         31 December 2021
                                                                                                                    (unaudited)          (unaudited)          (audited)
                                                                                                                    £'000                £'000                £'000

    Additional payments due on acquired businesses                                                                  -                    -                           (2,983)
    Unrealised gain/(loss) on stock                                                                                 -                    -                           (73)

                                                                                                                    -                    -                           (3,056)

 5  Earnings per share

                                                                                   Six months to                    Six months to                 Year ended
                                                                                   30 Jun 2022                      30 Jun 2021                   31 Dec 2021
                                                                                   (unaudited)                      (unaudited)                   (audited)

                                                                                   £'000                            £'000                         £'000

    Loss from continuing operations for the purposes of basic loss per share,             (2,545)                          (4,857)                     (17,432)
    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                                                                  8,580,094                        14,979,244                    5,702,567
    Convertible preference shares in issue                                         469,263,291                      271,687,533                   271,986,413

    Weighted average number of ordinary shares for the purposes of diluted loss    694,764,104                      503,587,496                   494,609,704
    per share

    Continous operations:
    Basic loss per share                                                           £(0.02)                          £(0.02)                       £(0.08)
    Diluted loss per share                                                         £(0.01)                          £(0.02)                       £(0.04)

    Total loss:
    Basic loss per share                                                           £(0.02)                          £(0.02)                       £(0.08)
    Diluted loss per share                                                         £(0.01)                          £(0.02)                       £(0.04)

 6  Tangible Assets

                                        Fixtures and equipment
                                        £'000
    Cost
    At 1 January 2021                   1,380
    Additions                           79

    At 30 June 2021                     1,459
    Additions                           196

    At 31 December 2021                 1,655
    Additions                           147

    At 30 June 2022                     1,802

    Accumulated depreciation
    At 1 January 2021                   453
    Depreciation charged in the Period  91

    At 30 June 2021                     544
    Depreciation charged in the Period  170

    At 31 December 2021                 714
    Acquisitions during the year        42
    Depreciation charged in the Period  130

    At 30 June 2022                     886

    Net book value
    At 30 June 2022                     916

    At 31 December 2021                 941

    At 30 June 2021                     915

 7  Right-of-use assets

                                        Land and buildings
                                        £'000
    Cost
    At 1 January 2021                   3,569
    Prior year reclassification                (35)
    Additions                           65

    At 30 June 2021                     3,599
    Additions                           490

    At 31 December 2021                 4,089
    Movement due to FX                  8
    Additions                           742

    At 30 June 2022                     4,831

    Accumulated depreciation
    At 1 January 2021                   741
    Prior year reclassification         35
    Depreciation charged in the Period  310

    At 30 June 2021                     1,016
    Depreciation charged in the Period  354

    At 31 December 2021                 1,370
    Depreciation charged in the Period  398

    At 30 June 2022                     1,768

    Net book value
    At 30 June 2022                     3,071

    At 31 December 2021                 2,719

    At 30 June 2021                     2,583

 8  Goodwill and other intangible assets
                                         Goodwill          Other intangible assets       Total
                                         £'000             £'000                         £'000
    Cost
    At 1 January 2021                    25,684            27,968                        53,652
    Additions                            35                -                             35

    At 30 June 2021                      -                 -                             53,687
    Additions                            -                 -                             -

    At 30 June 2021                      25,719            27,968                        53,687

    Additions                            19,404            14,647                        34,051
    Movement due to FX                   67                -                             67
    Disposals                                  (40)                  -                         (40)
    Impairment

    At 31 December 2021                  45,150            42,615                        87,765

    Additions                            11,226            13,449                        24,675
    Movement due to FX                   -                 -                             -
    Disposals                            -                 -                             -
    Impairment                                 (6,364)                                         (6,364)

    At 30 June 2022                      50,012            56,064                        106,076

    Accumulated amortisation
    At 1 January 2021                    2,279             3,757                         6,036
    Amortisation charged for the Period  -                 -                             -

    Disposals
    Charge for period                    -                 708                           708

    At 30 June 2021                      2,279             4,465                         6,744

    Disposals
    Charge for period                    -                 767                           767

    At 31 December 2021                  2,279             5,232                         7,511

    Disposals
    Charge for period                                      1,335                         1,335

    At 30 June 2022                      2,279             6,567                         8,846

 8  Goodwill and other intangible assets (continued)

    Net book value

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

    As at 31 December 2021             42,871              37,384                                  80,255

    As at 30 June 2021                 23,440              23,503                                  46,943

    For the half year ended 30 June 2022, the Group recorded a goodwill adjustment
    charge of £6.4m in respect of the acquisition of iBoss in 2021 linked to the
    reduction of the growth earn-out liability (see note 10).

 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 2021                                                          3,234

    Additions                                                                  65
    Interest expense                                                           92
    Lease payments                                                                       (315)

    At 30 June 2021                                                            3,076

    Additions                                                                  517
    Interest expense                                                           16
    Lease payments                                                                       (335)

    At 31 December 2021                                                        3,274

    Additions                                                                  735
    Interest expense                                                           95
    Lease payments                                                                       (451)

    At 30 June 2022                                                            3,653

    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 2022                30 June 2021                31 December 2021
                                                      £'000                       £'000                       £'000

     Deferred consideration payable on acquisitions:  24,590                      4,710                       22,188

     - falling due within one year                    14,286                      900                         7,706
     - due after more than one year                   10,304                      3,810                       14,482

     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.

     During the year, deferred consideration as remuneration was a credit through
     profit or loss of £6,309,121, mainly due to a reduction in growth earn-out
     liabilities for the iBoss business (2021: £7,008,600 expense).

 11  Share capital
                              Six months to     Six months to     Year ended                                      Six months to           Six months to           Year ended
                              30 June 2022      30 June 2021      31 Dec 2021                                     30 June 2022            30 June 2021            31 Dec 2021
                              (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 2020                                                  216,921                             10,846                  8,224                   19,070
     Issued during year                                                 -                                   -                       -                       -
     As at 30 June 2021                                                 216,921                             10,846                  8,224                   19,070

     At 31 December 2021                                                216,921                             10,846                  8,224                   19,070
     Issued during year                                                 -                                   -                       -                       -

     At 30 June 2022                                                    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 2021, KPI (Nominees) Limited held 143,720,906 Ordinary
     Shares, representing 66.3 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 2022        30 June 2021        31 Dec 2021         30 June 2022      30 June 2021          31 Dec 2021
                 (unaudited)         (unaudited)         (audited)           (unaudited)       (unaudited)           (audited)
                 Shares              Shares              Shares              £'000             £'000                 £'000

     Convertible preference shares issued:

     Fully paid  77,428,443          44,828,443          77,428,443          77,428            44,828                77,428

                 77,428,443          44,828,443          77,428,443          77,428            44,828                77,428

     Preference share capital movements are as follows:

                                                                                               Number of shares      Par value
                                                                                               '000                  £'000

     At 1 January 2021                                                                         5,728                 5,728
     Issued during year                                                                        39,100                39,100

     At 30 June 2021                                                                           44,828                44,828
     Issued during year                                                                        32,600                32,600

     At 31 December 2021                                                                       77,428                77,428
     Issued during year                                                                        -                     -

     At 30 June 2022                                                                           77,428                77,428

                                                                             Six Months to     Six Months to         Year Ended
                                                                             30 June 2022      30 June 2021          31 Dec 2021
                                                                             (unaudited)       (unaudited)           (audited)

     Equity component                                                        70,150            37,550                70,150
     Liability component                                                     -                 7,469                 -

                                                                             70,150            45,019                70,150

 12  Preference share capital (continued)

     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, to subscribe for up to 80
     million irredeemable convertible preference shares, at a subscription price of
     £1 each (the Subscription). Pollen Street 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 2022                     30 June 2021                  31 Dec 2021

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

     Loss before tax                                                      (1,691)                         (3,728)                       (14,464)

     Depreciation and amortisation                             1,863                            1,117                         2,399
     Goodwill adjustment                                       6,364                            -                             -
     Finance costs                                             1,455                            840                           4,927
     Remuneration charge (deferred consideration)                         (7,399)                         170                 234
     Share-based payment expense                               556                              60                            94
     Other losses / (gains)                                    -                                -                             1,281
     Foreign exchange gain                                     12                               4                                       (6)
     Tax paid                                                             (139)                           (40)                          (318)

     Operating cash flows before movements in working capital  1,021                                      (1,577)                       (5,853)

     (Increase)/decrease in receivables                        786                                        (863)                         (449)
     Increase/(decrease) in payables                                      (10,796)                        4,119               8,043

     Net cash inflow / (outflow) from operating activities                (8,989)                         1,679               1,741

 14  Financial instruments

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

                                                                                                                                             30 Jun 2022                30 Jun 2021                31 Dec 2021
                                                                                                                                             Carrying amount            Carrying amount            Carrying amount
                                                                                                                                             (unaudited)                (unaudited)                (audited)
                                                                                                                                             £'000                      £'000                      £'000

     Financial assets measured at amortised cost
     Trade and other receivables                                                                                                             5,846                      3,790                      4,308
     Cash and cash equivalents                                                                                                               20,693                     24,733                     42,933

     Financial liabilities measured at amortised cost
     Trade and other payables                                                                                                                         (16,530)                   (17,495)                   (23,826)
     Other non-current liabilities                                                                                                                    (222)                      -                          (318)
     Lease liability                                                                                                                                  (3,653)                    (3,076)                    (3,274)
     Preference share liability                                                                                                              -                                   (7,469)                    -

     Financial liabilities measured at fair value through profit and loss
     Deferred consideration payable                                                                                                                   (24,590)                   (4,710)                    (22,188)

                                                                                                                                                      (18,456)                   (4,227)                    (2,365)

     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  24,590                   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 2022            30 June 2021            31 Dec 2021
                                                   (unaudited)             (unaudited)             (audited)
                                                   2022                    2021                    2021
                                                   £'000                   £'000                   £'000

      Short-term employee benefits                 103                     371                     340
      Termination benefits                         -                       -                       -
      Share based payments                         -                       34                      -

                                                   103                     405                     340

      Other related parties

      During the period, KHL incurred fees of £58,333 (30 June 2021: £62,500; 31
      December 2021: £137,500) from KPI (Nominees) Limited in relation to
      Non-Executive Director remuneration. At 30 June 2022, £nil of these fees
      remained unpaid (30 June 2021: £37.500; 31 December 2021: £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 £23,708 for the period ended 30 June 2022 (30 June 2021: £23,708;
      31 December 2021: £23,090), of which £nil (30 June 2021: £nil; 31 December
      2021: £nil) was outstanding at 30 June 2021.

      Fees paid for financial and due diligence services to Kingswood LLP and
      Kingswood Corporate Finance Limited, in which Gary Wilder and Jonathan Massing
      hold a beneficial interest, totalled £420,807 for the period to 30 June 2022
      (30 June 2021: £201,829; 31 December 2021: £384,750), of which £nil (30
      June 2021: £5,430; 31 December 2021: £nil) was outstanding at 30 June 2022.

 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

      Acquisition of Smith Pearman & Associates

      On 29th July 2022, Kingswood completed the acquisition of Smith Pearman &
      Associates, an independent financial advice company based in Hampshire.
      Established for over 35 years, Smith Pearman & Associates look after over
      240 clients with over £70m AUA in the Hampshire region.  They offer tailored
      services to high net-worth individuals with an existing portfolio, or new
      investment requirements, based on personal goals and aspirations.

 

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