ADVFN Logo

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for charts Register for streaming realtime charts, analysis tools, and prices.

KWG Kingswood Holdings Limited

11.25
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Kingswood Holdings Limited LSE:KWG London Ordinary Share GG00BKY4K072 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 11.25 10.50 12.00 11.25 11.25 11.25 2,020 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investment Advice 146M -7.8M -0.0359 -3.13 24.4M

Kingswood Holdings Limited Half-year Report (8316M)

24/09/2021 7:00am

UK Regulatory


Kingswood (LSE:KWG)
Historical Stock Chart


From Mar 2021 to Mar 2024

Click Here for more Kingswood Charts.

TIDMKWG

RNS Number : 8316M

Kingswood Holdings Limited

24 September 2021

Half-year Report

Kingswood Holdings Limited ("Kingswood") remains in a strong position and has delivered significant growth in the first half of 2021, with a robust foundation to deliver further growth

o A period of consolidation and growth for the business, with the Group reporting GBP61.5m revenues, GBP3.1m Operating Profit and assets under advice/management of GBP6.2bn. UK and US Divisional Operating Profit for the period is GBP5.3m

o Kingswood continues to build a leading international integrated wealth and investment management business and was delighted to recently complete the acquisition of Admiral Wealth Management in the UK in August 2021. Inorganic growth remains a key focus and Kingswood has signed Heads of Terms, and is in exclusive discussions, with a further 9 UK businesses and 3 businesses outside the UK

o The UK Wealth Management and Investment Management Division delivered GBP10.6m revenue and GBP2.8m Operating Profit in the first six months of 2021, with Operating Profit growing 173% year over year

o The US Wealth and Investment Management Division delivered GBP50.9m revenues and GBP2.5m Operating Profit in the first six months of 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 2021.

David Hudd, Kingswood Group Chairman said: "We are pleased with the performance of the business in the first half of 2021. It has been a period of consolidation which has seen both the UK and US Divisions report material improvements to Operating Profit. Since I have been acting Chairman, I have been impressed with the dedication and commitment of our employees and leadership team. Not only have we minimised the effect of COVID-19 on the Group, but we are also making tremendous progress on our strategic priorities. I would like to place on record my thanks to Kenneth "Buzz" West, our former chairman, for his contribution to the business and also to welcome Mike Biggin and the Admiral team to Kingswood."

Market Update

Strategic Highlights

   -- Kingswood has 16 UK regional network offices across the country with 64 client facing advisory colleagues and 
      assets under advice/management of GBP4.5bn from c.8,000 active clients. 
 
   -- Positioning for growth is a key focus following the successful integration of Regency Investment Services 
      completed at the end of August. 
 
   -- Flows into the Kingswood Discretionary Investment Management proposition continue to grow.  MPS reported 
      GBP186.5m assets under management as at June 2021 (June 2020: GBP41.9m) across our Core, Passive, ESG and Income 
      portfolios, all of which exhibit a track record of performance above benchmark. 
 
   -- Kingswood's institutional business continues to deliver solid revenue growth supporting university and other 
      clients with cash management and treasury needs in a period of extreme volatility. 
 
   -- An extensive pipeline of potential UK M&A opportunities is under evaluation with nine transactions currently 
      under exclusive due diligence including opportunities in key preferred markets across the UK. 
 
   -- Since completing the acquisition of 50.1% of the US business in mid-November 2020, which represents a controlling 
      interest, we now consolidate the financial performance of Kingswood US into our Group results. 
 
   -- Significant progress has been made in the US which has reported revenue of GBP50.9m and Operating Profit of 
      GBP2.5m (H1 2020 GBP(0.03)m). The Independent Broker Dealer (IBD) and Registered Investment Adviser (RIA) 
      businesses h as delivered significant organic growth through the recruitment of Independent Advisors. EF Hutton 
      Investment Banking services was a particular driver of revenue growth which benefitted from strong capital market 
      activity completing over 41 transactions raising $1.8bn for its clients. 
 
   -- The US team now comprises of 207 Authorised Representatives, represented in 11 States across the country, with 3 
      key hubs in New York, Atlanta and San Diego and will continue to recruit new Reps throughout H2.  We have an 
      extensive pipeline of potential M&A opportunities that can deliver significant inorganic growth to the business 
      and are in exclusive negotiations with 2 wealth management businesses 

Gary Wilder, Group CEO commented : "Kingswood continues to make major forward steps in achieving its strategy to build a best-in-class international wealth management business for the mass affluent market. We are now benefiting from our acquisition strategy and successful entry and consolidation of our position in the attractive high growth US market. The financial results for the first half of 2021 are very pleasing - we have been able to deliver growth across all our divisions in Wealth Planning, Investment Management, and the US, under the superb leadership of David Lawrence in the UK and Mike Nessim in the US, supported by all of our wonderful and committed staff on both sides of the Atlantic. Kingswood remains focussed on building its long-term value strategy, centred around vertical complementary growth business lines in the international independent retail wealth and investment management sectors. With the acquisition of Admiral Wealth Management in the UK in August and a strong pipeline of UK and international acquisition opportunities, the second half of 2021 promises to be another busy and exciting period for the Group. With the financial and strategic support of Pollen Street Capital and KPI, Kingswood will continue to capitalise on the consolidation, acquisition and integration opportunities across international wealth and investment management markets."

Financial Highlights

   -- Total Group revenue for the period was GBP61.5m, a 646% increase on prior year reflecting the impact of 
      acquisitions and growth in the US. 
 
   -- Wealth Planning revenues of GBP8.3m grew 78% year over year reflecting the successful acquisitions of Sterling 
      Trust and Regency Investments.  Investment Management revenues of GBP2.3m grew 8% year over year through 
      Kingswood's institutional business and new Managed Portfolio Service. 
 
   -- US revenues of GBP50.9m performed exceptionally well.  EF Hutton Investment Banking revenues were GBP41.8m in the 
      period and benefitted from strong capital market activity.  The Broker Dealer and Advisor business delivered 
      revenues of GBP9.1m, reporting healthy double digit growth year over on a like for like basis. 
 
   -- 86% of the UK's revenue is recurring in nature providing a strong, annuity-style fee stream.  Investment Banking 
      Fees are a larger portion of Kingswood US revenues, and transactional in nature, which mean that recurring 
      revenue in the US is 5% (29% excluding Investment Banking).  Combined, group recurring revenue is 19%. 
 
   -- Operating Expenditure was GBP58.5m (H1 2020: GBP9.5m).  The increase in expenditure was mainly due to an increase 
      in US Investment Banking cost of sales.   In addition, operating costs increased in UK Wealth Management as a 
      result of the 2 acquisitions in 2020.  Central costs of GBP2.3m remained flat year over year (2020: GBP2.3m) 
      through careful cost management. 
 
   -- Operating Profit for the period to 30 June 2021 was GBP3.1m, an improvement of GBP4.3m over the six months to 30 
      June 2020 (H1 2020: Operating Loss GBP(1.3)m). The results reflect solid underlying business dynamics and the 
      impact of acquisitions. 
 
   -- 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 to 30 June 2021 was a Loss of GBP(3.7)m reflecting GBP4.1m of acquisition 
      related deferred consideration expense, GBP1.1m amortisation and depreciation, GBP0.8m finance costs and GBP0.7m 
      business re-positioning and transaction costs. 
 
   -- The Group had GBP24.7m of cash as at June 2021, an increase of GBP20.8m since 31 December 2020.  This is largely 
      driven by further investment from our private equity partners at Pollen Street Capital and GBP5.7m cashflow 
      generated from operating activities, partly offset by investment activities and lease payments. 
 
   -- Net Equity as at 30 June 2021 was GBP43.3m and the company has no debt. Equity includes GBP37.6m of irredeemable, 
      convertible preference shares issued under the Pollen Street Capital subscription agreement. 
 
   -- Kingswood's financial strategy is to maintain a robust and disciplined balance sheet, ensuring no deferred 
      liabilities relating to acquisition activities remain uncovered from a funding perspective. 
 
 GBP'000 (unless otherwise 
  stated)                     2021       2020      Change % 
---------------------------  ---------  --------  --------- 
   Wealth Management          8,307      4,678     78% 
   Investment Management      2,312      2,135     8% 
   Kingswood US               50,922 *   1,438     3441% 
 Total Revenue                61,541     8,251     646% 
 Recurring Revenue            19% **     84% 
   Kingswood UK (WM + IM)     2,830      1,035     173% 
   Kingswood US               2,519      (28) 
 Division Operating Profit    5,349      1,007     431% 
   Central Costs              (2,294)    (2,274)   1% 
 Operating Profit             3,055      (1,267)   n/a 
 Total Equity                 43,315     32,886    32% 
 AUA/AUM (GBP millions)       6,172      4,718     31% 
 # of UK Advisers             64         30        34 
 

* GBP41.8m Investment Banking Fees and GBP9.1m Wealth Management Revenues. ** 60% excl. Inv. Bank Fees

The interim report will be available to be viewed or downloaded from the Company's website.

For further details, please contact:

Kingswood Holdings Limited

Gary Wilder / David Lawrence

+44 (0)20 7293 0730

www.kingswood-group.com

Peel Hunt LLP (Nomad and Broker)

James Britton / Rishi Shah

+44 (0)20 7418 8900

Greentarget (for Kingswood media)

Jamie Brownlee / Alice Gasson / Ellie Basle

+44 (0)20 7324 5498

Jamie.Brownlee@greentarget.co.uk

About Kingswood

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) international fully integrated wealth management group, with around 8,000 active clients and GBP6.2bn of Assets under Advice and Management. It has a growing network of offices in the UK including Abingdon, Beverley, Darlington, Derby, Grimsby, Hull, Lincoln, London, Maidstone, Newcastle, Sheffield (2), Worcester and York with offices in Johannesburg, South Africa and Atlanta, New York and San Diego in the US.

Kingswood offers a range of trusted investment solutions to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions and wealth planning. Kingswood is focused on becoming a leading player in the wealth and investment management market through targeted acquisitions in the UK and US, creating a global business through strategic partnerships.

 
  Company Registration No. 42316 (Guernsey) 
 
        KINGSWOOD HOLDINGS LIMITED 
 
 CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 
FOR THE SIX MONTH PERIODED 30 JUNE 2021 
 

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 - 30 
 

KINGSWOOD HOLDINGS LIMITED

FINANCIAL AND OPERATIONAL REVIEW

FOR THE SIX MONTH PERIODED 30 JUNE 2021

 
Group Review: Gary Wilder Kingswood Group CEO 
 
After such disruption to personal and professional lives throughout 
 2020 and the beginning of 2021 it is pleasing to see that the re-opening 
 of the global economy remains on track as COVID-19 vaccination rates 
 climb. I, like all of us, hope that current vaccines continue to 
 prevent the spread of more contagious COVID-19 variants. At a macro-economic 
 level, the global economy in 2021 is set to expand at its strongest 
 post-recession pace in 80 years with sharp re-bounds in both the 
 UK and US economies. Equities in the US, UK, and Europe have returned 
 double digit growth year to date in 2021. 
 
With this backdrop, Kingswood has delivered an exceptional first 
 half performance. In David Lawrence and Mike Nessim and their teams, 
 we have leadership that is driving tangible results and executing 
 our long-term strategy to be a leading participant in wealth & investment 
 management in the UK, US and Internationally. The UK advice market 
 remains ripe for ongoing consolidation, and we have built a health 
 pipeline of acquisition opportunities in the UK, the US and further 
 afield. 
 
Financial Performance 
 
During the period, total Group revenue was GBP61.5m, a 646% increase 
 on prior year. Wealth Planning revenues of GBP8.3m grew 78% year 
 over year and Investment Management revenues of GBP2.3m grew 8% 
 year over year. US revenues of GBP50.9m performed well mainly from 
 EF Hutton Investment Banking services which benefitted from strong 
 capital market activity. 
 
Operating Profit for the period to 30 June 2021 was GBP3.1m, an 
 improvement of GBP4.3m over the six months to 30 June 2020 (H1 2020: 
 Operating Loss GBP(1.3)m). The results reflect solid underlying 
 business dynamics and the impact of acquisitions. 
 
Net Equity as at 30 June 2021 was GBP43.3m and the company has no 
 debt. Equity includes GBP37.6m of irredeemable, convertible preference 
 shares issued under the Pollen Street Capital subscription agreement. 
 Backed by the growth equity commitment from Pollen Street Capital, 
 we are fully conscious of the need to drive enhanced, organic financial 
 performance from the up-scaled business. 
 
Kingswood's financial strategy is to maintain a robust and disciplined 
 balance sheet, ensuring no deferred liabilities relating to acquisition 
 activities remain uncovered from a funding perspective, and a disciplined 
 approach to expense management. Our focus is to maximise shareholder 
 returns through Operating Profit growth combined with minimising 
 our weighted average cost of capital. 
 
UK Key Highlights: David Lawrence Kingswood UK Chief Executive Officer 
 
My first nine months as the UK CEO for Kingswood have been spent 
 consolidating progress built in 2020 whilst also charting a course 
 in 2021 and beyond to become a leading UK wealth management business. 
 
We have made key investments in our colleague proposition as we 
 strive to make Kingswood a great place to work. I am also delighted 
 to have appointed Lucy Whitehead to a new role as Chief Client Officer, 
 to ensure we have a single-minded client focus across our core propositions 
 and to improve the overall customer experience. I am similarly delighted 
 to welcome Jon Millam as our new CFO, who joined Kingswood in early 
 August. 
 
      By further strengthening my leadership team, and through a number 
    of other key hires, we are now developing strategies and a technology 
      roadmap to build a truly client and colleague centric business and 
          proposition that can actively respond to emerging trends. 
 
 
Acquisition, integration, and growth are stated imperatives for 
 us. We have built some great momentum in developing a pipeline of 
 acquisitions which we hope to convert during the remainder of 2021 
 and into 2022. The acquisition selection process is rigorous; targets 
 must be singularly dedicated to servicing their clients with the 
 Kingswood model designed to free up adviser time to focus more on 
 clients, and provide a centralised, efficient support infrastructure 
 to manage the routine but time-consuming tasks required across compliance, 
 finance, human resources, risk, and technology. 
 
Similarly, we have become well-practised at integrating acquired 
 businesses, with specialist teams leading this activity, that will 
 then create a platform for future growth. 
 
I am confident that a combination of investment and proactive management 
 of our business will serve us well as we go forward. My ambition 
 is to make Kingswood a magnet business for all, not least for firms 
 wanting to take their next step in joining a progressive and capable 
 wealth management business. 
 
US Key Highlights: Mike Nessim Kingswood US Chief Executive Officer 
 
Significant progress has been made in the US and I am pleased to 
 report revenues of GBP50.9m and an Operating Profit of GBP2.5m. 
 The Independent Broker Dealer (IBD) and Registered Investment Adviser 
 (RIA) businesses has delivered significant growth through the first 
 half of 2021, largely due to the successful execution of several 
 strategic initiatives, with a particular focus on driving organic 
 growth through the recruitment of Independent Advisors. The team 
 now comprises 207 Authorised Representatives managing $2.3bn of 
 client monies across the US. 
 
Additionally, investment in a robust technology infrastructure has 
 provided advisors with a superior integrated wealth management platform 
 enabling the IBD & RIA to offer a much wider range and more diverse 
 selection of products. Kingswood US has also delivered significant 
 organic growth in recurring revenue streams through the build out 
 of the full-service RIA which currently has 21 advisors managing 
 over $800m. 
 
We have an extensive pipeline of potential M&A opportunities that 
 can deliver significant inorganic growth to the business. I am particularly 
 focused on acquiring small to mid-sized RIAs and IBDs where Kingswood 
 can create margin accretion through synergies. Currently, two transactions 
 are under exclusive due diligence, representing +$10bn in Assets 
 Under Management. 
 
The EF Hutton Investment Banking services was a particular driver 
 of revenue growth which benefitted from strong capital market activity. 
 EF Hutton, a global full-service middle market investment bank, 
 now has 30 bankers and 10 support staff and is headquartered in 
 NYC. In the first half of 2021, EF Hutton completed over 41 transactions 
 and raised $1.8bn. 
 
24 September 2021 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIODED 30 JUNE 2021

 
                                            Six months    Six months    Year ended 
                                                    to            to 
                                           30 Jun 2021   30 Jun 2020   31 Dec 2020 
                                           (unaudited)   (unaudited)     (audited) 
                                                            restated 
                                   Notes       GBP'000       GBP'000       GBP'000 
 
Revenue                              4          61,541         8,251        25,477 
Direct expenses                               (47,824)       (1,938)         (8,471) 
 
 
 
Gross profit                                    13,717         6,313        17,006 
 
Operating staff costs                          (7,631)       (5,426)        (11,148) 
Other operating costs                          (3,031)       (2,154)         (5,052) 
 
 
 
Total operating costs                         (10,662)       (7,580)        (16,200) 
 
 
 
Share of post-tax profits 
 of equity accounted associates                      -             -            56 
 
Operating profit / (loss)                        3,055       (1,267)           862 
 
 
 
Non-operating costs: 
Business re-positioning 
 costs                                           (407)         (661)         (1,801) 
Finance costs                                    (840)          (81)           (554) 
 
Acquisition-related adjustments: 
Amortisation and depreciation                  (1,117)         (785)         (1,822) 
Other (losses) / gains               5               -          (10)         1,744 
Remuneration charge (deferred 
 consideration)                     12         (4,145)       (3,059)         (7,254) 
Transaction costs                                (274)         (203)         (1,855) 
 
 
 
Loss before tax                                (3,728)       (6,066)        (10,680) 
 
 
 
Tax                                                  3             -            (60) 
 
Loss after tax                                 (3,725)       (6,066)        (10,740) 
 
 
 
Other comprehensive gain 
 / (loss)                                          368             -           (855) 
 
 
 
Total comprehensive loss                       (3,357)       (6,066)        (11,595) 
 
 
 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE SIX MONTH PERIODED 30 JUNE 2021

 
Loss after tax is attributable 
 to: 
- Owners of the parent 
 company                                                             (4,857)       (6,066)        (11,000) 
- Non-controlling interests                                            1,132             -           260 
 
Total comprehensive loss is 
 attributable to: 
- Owners of the parent 
 company                                                             (4,489)       (6,066)        (11,855) 
- Non-controlling interests                                            1,132             -           260 
 
Loss per share: 
- Basic loss per share                                       6    GBP (0.02)    GBP (0.03)    GBP (0.05) 
- Diluted loss per share                                     6    GBP (0.02)    GBP (0.03)    GBP (0.05) 
 
The notes on pages 10 - 30 form an integral part of the financial 
 statements 
 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

 
                                              30 Jun 2021   30 Jun 2020   31 Dec 2020 
                                              (unaudited)   (unaudited)     (audited) 
                                                               restated 
 
                                     Notes        GBP'000       GBP'000       GBP'000 
Non-current assets 
Property, plant and equipment          7              915           576           927 
Right-of-use assets                    8            2,583         2,586         2,828 
Goodwill and other intangible 
 assets                              9 / 19        46,943        41,702        47,616 
Investments                            10              20           416             - 
Deferred tax asset                                    392           387           392 
 
 
 
                                                   50,853        45,667        51,763 
Current assets 
Trade and other receivables                         5,067         2,764        24,204 
Cash and cash equivalents                          24,733         1,945         3,899 
 
 
 
                                                   29,800         4,709        28,103 
 
 
 
Total assets                                       80,653        50,376        79,866 
 
 
 
Current liabilities 
 
Trade and other payables               19          20,077         6,920        12,955 
                                      12 / 
Deferred consideration payable         19             900         2,197           836 
 
 
 
                                                   20,977         9,117        13,791 
Non-current liabilities 
                                      12 / 
Deferred consideration payable         19           3,810         2,685         3,232 
Other non-current liabilities          19           9,834         5,688        10,802 
Deferred tax liability                              1,889             -         1,889 
 
 
 
Total liabilities                                  36,510        17,490        29,714 
 
 
 
Net assets                                         44,143        32,886        50,152 
 
 
 
Equity 
Share capital                          13          10,846        10,846        10,846 
Share premium                          13           8,224         8,224         8,224 
                                      14 / 
Preference share capital               19          37,550        14,985        37,550 
Deferred share capital                                  -             -             - 
Other reserves                                      (459)            56           (519) 
Foreign exchange reserve                            (487)             -           (855) 
Retained (loss) / earnings             19        (12,359)       (1,225)         (6,159) 
 
 
 
Equity attributable to the owners of the 
 Parent Company                                    43,315        32,886        49,087 
 
Non-controlling interests                             828             -         1,065 
 
 
 
Total equity                                       44,143        32,886        50,152 
 
 
 
 
 
The notes on pages 10 - 30 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 PERIODED 30 JUNE 2021

 
                    Share  Deferred  Preference      Other    Foreign   Retained         Equity   Non-controlling     Total 
                  capital     share       share   reserves   exchange   earnings   attributable         interests 
                      and   capital     capital               reserve                    to the 
                    share                                                                owners 
                  premium                                                                of the 
                                                                                         parent 
                                                                                        Company 
                  GBP'000   GBP'000     GBP'000    GBP'000    GBP'000    GBP'000        GBP'000           GBP'000   GBP'000 
 
Balance at 1 
 January 2020 
 (audited)         19,070         -       4,586      (296)          -      4,841         28,201                 -    28,201 
 
Loss for the 
 period                 -         -           -          -          -    (6,066)        (6,066)                 -     (6,066) 
Issue of share 
 capital                -         -           -          -          -          -         10,399                 -    10,399 
Issue of 
 preference 
 share capital          -         -      10,399          -          -          -              -                 -         - 
Foreign exchange 
 reserve                -         -           -          2          -          -              2                 -         2 
Share based 
 remuneration           -         -           -        350          -          -            350                 -       350 
 
 
 
Restated balance 
 at 30 June 
 2020 
 (unaudited)       19,070         -      14,985         56          -    (1,225)         32,886                 -    32,886 
 
(Loss) / profit 
 for the period         -         -           -          -          -    (4,934)        (4,934)               260     (4,674) 
Amounts 
 attributable to 
 non-controlling 
 interests              -         -           -          -          -          -              -               805       805 
Issue of 
 preference 
 share capital          -         -      22,565          -          -          -         22,565                 -    22,565 
Share based 
 remuneration           -         -           -      (573)          -          -          (573)                 -       (573) 
Foreign exchange 
 loss                   -         -           -        (2)      (855)          -          (857)                 -       (857) 
 
 
 
Balance at 31 
 December 2020 
 (audited)         19,070         -      37,550      (519)      (855)    (6,159)         49,087             1,065    50,152 
 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE PERIODED 30 JUNE 2021

 
(Loss) / profit for 
 the period                  -  -     -       -       -    (4,857)   (4,857)    1,132  (3,725) 
Amounts attributable 
 to non-controlling 
 interests                   -  -     -       -       -          -         -     (32)     (32) 
Elimination of local 
 goodwill 
 on consolidation            -  -     -       -       -    (1,343)   (1,343)  (1,337)  (2,680) 
Share based 
 remuneration                -  -     -      60       -          -        60        -       60 
Foreign exchange gain        -  -     -       -     368          -       368        -      368 
 
 
 
Balance at 30 June 
 2021 (unaudited)       19,070  -37,550   (459)   (487)   (12,359)    43,315      828   44,143 
 
 
 
Note 13 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 - 30 form an integral part of the financial statements 
 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODED 30 JUNE 2021

 
                                                          Six months    Six months    Year ended 
                                                                  to            to 
                                                         30 Jun 2021   30 Jun 2020   31 Dec 2020 
                                                         (unaudited)   (unaudited)     (audited) 
                                                                          restated 
                                                Notes        GBP'000       GBP'000       GBP'000 
 
Net cash generated from 
 / (used in) operating activities                 15           5,654         3,909         (1,575) 
 
Investing activities 
Property, plant and equipment 
 purchased                                                     (529)         (394)           (796) 
Acquisition of investments                                         -      (12,068)        (10,579) 
Remuneration charge (deferred 
 consideration)                                              (3,975)       (3,953)         (5,153) 
 
 
 
Net cash used in investing 
 activities                                                  (4,504)      (16,415)        (16,528) 
 
Financing activities 
Proceeds from issue of 
 shares                                                       20,000        12,622        20,243 
Interest paid                                                   (12)           (3)            (17) 
Lease payments                                                 (304)         (174)           (421) 
New loans received / loans 
 repaid                                                            -             -           255 
 
 
 
Net cash generated from 
 financing activities                                         19,684        12,445        20,060 
 
 
 
Net increase/(decrease) 
 in cash and cash equivalents                                 20,834          (61)         1,957 
 
Cash and cash equivalents at beginning 
 of Period                                                     3,899         2,006         2,006 
Effect of foreign 
 exchange rates                                                    -             -            (64) 
 
 
 
Cash and cash equivalents 
 at end of Period                                             24,733         1,945         3,899 
 
 
 
The notes on pages 10 - 30 form an integral part of the financial 
 statements 
 
 

KINGSWOOD HOLDINGS LIMITED

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIODED 30 JUNE 2021

 
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 2021 interim report are consistent 
      with those disclosed in the annual financial statements for the 
      year ended 31 December 2020 except for those that relate to new 
      standards and interpretations effective for the first time for 
      periods beginning on (or after) 1 January 2021, and will be adopted 
      in the 2021 annual financial statements. 
      The information relating to the six months ended 30 June 2021 
      and the six months ended 30 June 2020 do not constitute statutory 
      financial statements and have 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 2020. 
 
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 2020 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 
      2021 (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. 
 
 
1  Accounting policies 
 
   For certain commission, fee-based and initial wealth advisory 
    income, revenue is recognised at the point the service is completed. 
    This applies in particular to the Group's US Independent Broker 
    Dealer ("IBD") services, and its execution-only UK investment 
    management. There is limited judgement needed in identifying 
    the point such a service has been provided, owing to the necessity 
    of evidencing, typically via third-party support, a discharge 
    of pre-agreed duties. 
 
   The US division also has significant Investment Banking operations, 
    where commission is recognised on successful completion of the 
    underlying transaction. 
 
   Determining the transaction price 
   Most of the Group's UK revenue is charged as a percentage of 
    the total value of assets under management or advice. For revenue 
    earned on a commission basis, such as the US broker dealing business, 
    a set percentage of the trade value will be charged. In the case 
    of one-off or ad hoc engagements, a fixed fee may be agreed. 
 
   Allocating amounts to performance obligations 
   Owing to the way in which the Group earns its revenue, which 
    is largely either percentage-based or fixed for discrete services 
    rendered, there is no judgement required in determining the allocation 
    of amounts received. Where clients benefit from the provision 
    of both investment management and wealth advisory services, the 
    Group is able to separately determine the quantum of fees payable 
    for each business stream. 
 
   Further details on revenue, including disaggregation by operating 
    segment and the timing of transfer of service(s), are provided 
    in note 4 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. 
 
 
2  Critical accounting judgements and key sources of estimation 
    uncertainty 
 
   Estimates and Assumptions 
 
   Intangible assets: 
 
   Expected duration of client relationships 
   The Group makes estimates as to the expected duration of client 
    relationships to determine the period over which related intangible 
    assets are amortised. The amortisation period is estimated with 
    reference to historical data on account closure rates and expectations 
    for the future. During the period, client relationships were 
    amortised over a 10-20 year period. 
 
   Goodwill 
   The amount of goodwill initially recognised as a result of a 
    business combination is dependent on the allocation of the purchase 
    price to the fair value of the identifiable assets acquired and 
    the liabilities assumed. The determination of the fair value 
    of the assets and liabilities is based, to a considerable extent, 
    on management's judgement. Goodwill is reviewed annually for 
    impairment by comparing the carrying amount of the 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). 
 
 
2  Critical accounting judgements and key sources of estimation 
    uncertainty 
 
   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  Significant events and transactions 
 
   On 16 June 2021, Kingswood signed definitive agreements to acquire 
    100% of the shares in Admiral Wealth Management, an independent 
    financial advisory firm with a client base primarily in Lincolnshire 
    and Yorkshire. Following regulatory approval, the business will 
    be acquired for cash consideration of GBP4.0 million, payable 
    over a 2-year period. GBP2.0 million will be paid at closing 
    and the balance paid on a deferred basis, some of which is subject 
    to the achievement of pre-agreed performance targets. 
    Regulatory approval was received, and this deal formally completed, 
    on 17 August 2021. 
 
 
4   Business and geographical segments 
 
    Information reported to the Group's Non-Executive Chairman for 
     the purposes of resource allocation and assessment of segment 
     performance is focused on the category of customer for each type 
     of activity. 
     The Group's reportable segments under IFRS 8 are as follows: 
     investment management, wealth planning and US operations. 
     The Group has disaggregated revenue into various categories in 
     the following table which is intended to depict how the nature, 
     amount, timing and uncertainty of revenue and cash flows are 
     affected by economic 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 six month period to 30 June 2021. 
     The table below details six months 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        Wealth            US         Group         Total 
                                management      planning    operations 
 
                                Six months    Six months    Six months    Six months    Six months 
                                        to            to            to            to            to 
                               30 Jun 2021   30 Jun 2021   30 Jun 2021   30 Jun 2021   30 Jun 2021 
                               (unaudited)   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
    Continuing operations:         GBP'000       GBP'000       GBP'000       GBP'000       GBP'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 profit 
  / (loss)                              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) 
 
 
 
 (Loss) / profit before 
  tax from continuing 
  operations                          (20)          (46)         2,325       (5,987)         (3,728) 
 
 Tax                                     -             -          (40)            43             3 
 
 
 
 (Loss) / profit after 
  tax from continuing 
  operations                          (20)            46         2,285       (5,944)         (3,725) 
 
 
 
 
 
4   Business and geographical segments 
 
                                Investment        Wealth            US         Group         Total 
                                management      planning    operations 
 
                                Six months    Six months    Six months    Six months    Six months 
                                        to            to            to            to            to 
                               30 Jun 2020   30 Jun 2020   30 Jun 2020   30 Jun 2020   30 Jun 2020 
                               (unaudited)   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
                                  restated      restated      restated      restated      restated 
    Continuing operations:         GBP'000       GBP'000       GBP'000       GBP'000       GBP'000 
 
    Revenue (disaggregated by 
     timing): 
 Point in time                         586           558         1,207             -         2,351 
 Over time                           1,549         4,120           231             -         5,900 
 
 
 
 External sales                      2,135         4,678         1,438             -         8,251 
 
 Direct expenses                     (461)         (228)       (1,249)             -         (1,938) 
 
 
 
 Gross profit                        1,674         4,450           189             -         6,313 
 
 Operating (loss) 
  / profit                           (329)         1,364          (28)       (2,274)         (1,267) 
 
 Business re-positioning 
  costs                                  -             -             -         (661)           (661) 
 Finance costs                         (1)           (8)             -          (72)            (81) 
 Amortisation and 
  depreciation                           -          (81)             -         (704)           (785) 
 Other losses                            -             -             -          (10)            (10) 
 Remuneration charge 
  (deferred consideration)               -       (2,413)             -         (646)         (3,059) 
 Transaction costs                       -             -             -         (203)           (203) 
 
 
 
 (Loss) / profit before 
  tax from continuing 
  operations                         (330)       (1,138)          (28)       (4,570)         (6,066) 
 
    Tax                                  -             -             -             -             - 
 
 
 
 (Loss) / profit after 
  tax from continuing 
  operations                         (330)         1,138          (28)       (4,570)         (6,066) 
 
 
 
 
 
4   Business and geographical segments 
 
                                Investment        Wealth            US         Group         Total 
                                management      planning    operations 
 
                                Year ended    Year ended    Year ended    Year ended    Year ended 
                               31 Dec 2020   31 Dec 2020   31 Dec 2020   31 Dec 2020   31 Dec 2020 
                                 (audited)     (audited)     (audited)     (audited)     (audited) 
    Continuing operations:         GBP'000       GBP'000       GBP'000       GBP'000       GBP'000 
 
    Revenue (disaggregated by 
     timing): 
 Point in time                       1,071         1,595         7,299             -         9,965 
 Over time                           3,169        11,320         1,023                      15,512 
 
 
 
 External sales                      4,240        12,915         8,322             -        25,477 
 
 Direct expenses                   (1,158)         (643)       (6,670)             -         (8,471) 
 
 
 
 Gross profit                        3,082        12,272         1,652             -        17,006 
 
 Operating (loss) 
  / profit                           (107)         4,380           543       (3,954)           862 
 
 Business re-positioning 
  costs                                  -             -             -       (1,801)         (1,801) 
 Finance costs                         (3)          (48)           (3)         (500)           (554) 
 Amortisation and 
  depreciation                        (10)         (835)           (3)         (974)         (1,822) 
 Other gains                             -             -             -         1,744         1,744 
 Remuneration charge 
  (deferred consideration)               -             -             -       (7,254)         (7,254) 
 Transaction costs                       -             -             -       (1,855)         (1,855) 
    Share of profit from 
     associates                          -             -             -             -             - 
 
 
 
 (Loss) / profit before 
  tax from continuing 
  operations                         (120)         3,497           537      (14,594)        (10,680) 
 
 Tax                                     -           (2)         (101)            43            (60) 
 
 
 
 (Loss) / profit after 
  tax from continuing 
  operations                         (120)         3,495           436      (14,551)        (10,740) 
 
 
 
 
 
5   Other (losses) / gains 
 
                                             Six months     Six months    Year ended 
                                                     to             to 
                                            30 Jun 2021    30 Jun 2020   31 Dec 2020 
                                            (unaudited)    (unaudited)     (audited) 
                                                GBP'000        GBP'000       GBP'000 
 
 Net unrealised (loss) / gain on 
  investments                                         -           (10)         1,744 
 
 
 
                                                      -           (10)         1,744 
 
 
 
    Unrealised losses and gains on investments relate to the US 
    acquisitions. 
 
6   Earnings per share 
 
                                            Six months     Six months     Year ended 
                                                    to             to 
                                           30 Jun 2021    30 Jun 2020    31 Dec 2020 
                                           (unaudited)    (unaudited)      (audited) 
                                                             restated 
                                               GBP'000        GBP'000        GBP'000 
 
 Loss from continuing operations 
  for the purposes of basic loss 
  per share, being net loss attributable 
  to owners of the Group                       (4,857)        (6,066)         (11,000) 
 
 
 
    Number of shares 
 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  loss per share                           216,920,719    216,920,719    216,920,719 
 
    Effect of dilutive potential ordinary 
     shares: 
 
    Share options                                    -              -              - 
    Convertible preference shares 
     in issue                                        -              -              - 
 
 
 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  loss per share                           216,920,719    216,920,719    216,920,719 
 
 Basic loss per share                        GBP(0.02)      GBP(0.03)      GBP(0.05) 
 Diluted loss per share                      GBP(0.02)      GBP(0.03)      GBP(0.05) 
 
 
 
7   Property, plant and equipment 
 
                                               Fixtures 
                                          and equipment 
                                                GBP'000 
    Cost 
 At 1 January 2020                                  564 
 Additions                                          393 
 
 
 
 At 30 June 2020                                    957 
 Additions                                          423 
 
 
 
 At 31 December 2020                              1,380 
 Additions                                           79 
 
 
 
 At 30 June 2021                                  1,459 
 
 
 
    Depreciation and impairment 
 At 1 January 2020                                  343 
 Depreciation charged in the Period                  38 
 
 
 
 At 30 June 2020                                    381 
 Depreciation charged in the Period                  72 
 
 
 
 At 31 December 2020                                453 
 Depreciation charged in the Period                  91 
 
 
 
 At 30 June 2021                                    544 
 
 
 
    Net book value 
 At 30 June 2021                                    915 
 
 
 
 At 31 December 2020                                927 
 
 
 
 At 30 June 2020                                    576 
 
 
 
 
 
8   Right-of-use assets 
 
                                           Land and 
                                          buildings 
                                            GBP'000 
    Cost 
 At 1 January 2020                            1,335 
 Additions                                    1,705 
 
 
 
 At 30 June 2020                              3,040 
 Additions                                      529 
 
 
 
 At 31 December 2020                          3,569 
 Additions                                       65 
 
 
 
 At 30 June 2021                              3,634 
 
 
 
    Accumulated depreciation 
 At 1 January 2020                              234 
 Depreciation charged in the Period             220 
 
 
 
 At 30 June 2020                                454 
 Depreciation charged in the Period             287 
 
 
 
 At 31 December 2020                            741 
 Depreciation charged in the Period             310 
 
 
 
 At 30 June 2021                              1,051 
 
 
 
    Net book value 
 At 30 June 2021                              2,583 
 
 
 
 At 31 December 2020                          2,828 
 
 
 
 At 30 June 2020                              2,586 
 
 
 
 
 
9   Goodwill and other intangible assets 
                                           Goodwill  Other intangible    Total 
                                                               assets 
                                            GBP'000           GBP'000  GBP'000 
    Cost 
 At 1 January 2020                           16,384            17,655   34,039 
 Additions                                    4,735             8,287   13,022 
 
 
 
 At 30 June 2020 (restated)                  21,119            25,942   47,061 
 Additions                                    4,565             2,026    6,591 
 
 
 
 At 31 December 2020                         25,684            27,968   53,652 
 Additions                                       35                 -       35 
 
 
 
 At 30 June 2021                             25,719            27,968   53,687 
 
 
 
    Accumulated amortisation 
 At 1 January 2020                            2,202             2,629    4,831 
 Amortisation charged for the Period             77               451      528 
 
 
 
 At 30 June 2020 (restated)                   2,279             3,080    5,359 
 Amortisation charged for the Period              -               677      677 
 
 
 
 At 31 December 2020                          2,279             3,757    6,036 
 Amortisation charged for the Period              -               708      708 
 
 
 
 At 30 June 2021                              2,279             4,465    6,744 
 
 
 
    Net book value 
 At 30 June 2021                             23,440            23,503   46,943 
 
 
 
 At 31 December 2020                         23,405            24,211   47,616 
 
 
 
 At 30 June 2020 (restated)                  18,840            22,862   41,702 
 
 
 
 
 
10   Investments 
 
                                                                                GBP'000 
     Cost 
 
 At 1 January 2020                                                                  416 
     Additions                                                                        - 
 
 
 
 At 30 June 2020                                                                    416 
 
 Additions                                                                        1,101 
 Net movement on equity accounting of associate                                      (16) 
 Investment de-recognised on gain of control                                      (1,501) 
 
 
 
     At 31 December 2020                                                              - 
 
 Additions                                                                           20 
 
 
 
 At 30 June 2021                                                                     20 
 
 
 
 On 25 May 2019, Kingswood acquired a 7% interest in US-based 
  Manhattan Harbor Capital, LLC ("MHC") for an initial consideration 
  of GBP416,435 (US$525,000), comprising a cash payment of GBP263,742 
  (US$332,500) and a share component of GBP152,693 (US$192,500) 
  which was satisfied through the issuance of 1,654,787 new ordinary 
  shares in the Company. 
  On 12 August 2020, Kingswood acquired an additional 17% interest 
  in MHC for total cash consideration of GBP1,101,362 (US$1,438,158). 
  In the period during which Kingswood held 24% interest in MHC, 
  equity accounting was applied and Kingswood's unrealised gain 
  on investment during this period equalled GBP57,349 (US$75,563). 
  On 23 November 2020, Kingswood acquired a controlling 50.1% share 
  in MHC and its subsidiaries for consideration of GBP3,841,268 
  (US$5,106,582), comprising a cash payment of GBP832,392 (US$1,106,582), 
  a deferred cash payment of GBP752,219 (US$1,000,000) and the 
  contribution of a 49.9% non-controlling interest in Kingswood 
  Capital Partners, LLC and Kingswood Wealth Advisors, LLC, together 
  valued at GBP99,210 (US$131,890). 
  The carrying value of Kingswood's 24% share of MHC immediately 
  prior to acquiring control, from which was MHC and its subsidiaries 
  was consolidated, was GBP2,334,365 (US$3,103,304). This investment 
  is no longer recognised in the consolidated financial statements 
  at 30 June 2021, with Kingswood instead fully consolidating MHC 
  and its subsidiaries. 
 
 
 
11   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 
                                                                                            GBP'000 
 
 At 1 January 2020                                                                            1,151 
 
 Additions                                                                                    1,693 
 Interest expense                                                                                28 
 Lease payments                                                                                 (173) 
 
 
 
 At 30 June 2020                                                                              2,699 
 
 Additions                                                                                      701 
 Interest expense                                                                                82 
 Lease payments                                                                                 (248) 
 
 
 
 At 31 December 2020                                                                          3,234 
 
 Additions                                                                                       65 
 Interest expense                                                                                92 
 Lease payments                                                                                 315 
 
 
 
 At 30 June 2021                                                                              3,076 
 
 
 
 The Group recognises a right-of-use asset and a lease liability 
  at the lease commencement date. The right-of-use asset is initially 
  measured at cost, and subsequently at cost less any accumulated 
  depreciation and impairment losses and adjusted for certain 
  re-measurements of the lease liability. 
 
 The lease liability is initially measured at the present value 
  of the lease payments that are not paid at the commencement 
  date, discounted using the Group's incremental borrowing rate. 
 
 The lease liability is subsequently increased by the interest 
  cost on the lease liability and decreased by lease payment made. 
 
 The Group has applied judgement to determine the lease term 
  for some lease contracts in which it is a lessee that includes 
  renewal options. The assessment of whether the Group is reasonably 
  certain to exercise such options impacts the lease term, which 
  significantly affects the amount of lease liabilities and right-of-use 
  assets recognised. 
 
 
 
12   Deferred consideration payable 
 
                                                                         30 Jun 2021  30 Jun 2020  31 Dec 2020 
                                                                         (unaudited)  (unaudited)    (audited) 
 
                                                                                         restated 
                                                                             GBP'000      GBP'000      GBP'000 
 
 Deferred consideration payable on acquisitions:                               4,710        4,882        4,068 
 
 
 
 - falling due within one year                                                   900        2,197          836 
 - due after more than one year                                                3,810        2,685        3,232 
 
 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 Business Purchase Agreement. As at the reporting 
  date, the Group is expecting to pay the full value of its deferred 
  consideration as all acquisitions are on target to meet the requirements, 
  and therefore no gains or losses have arisen from this during 
  the year. 
  During the period, deferred consideration expensed as remuneration 
  through profit or loss was GBP4,145,000 (year ended 31 Dec 2020: 
  GBP7,253,510; six month period ended 30 Jun 2020: GBP3,059,173). 
 
 
 
13   Share capital 
 
                           Six months   Six months   Year ended   Six months     Six months   Year ended 
                                   to           to                        to             to 
                          30 Jun 2021  30 Jun 2020  31 Dec 2020  30 Jun 2021    30 Jun 2020  31 Dec 2020 
                               Shares       Shares       Shares      GBP'000        GBP'000      GBP'000 
                          (unaudited)  (unaudited)    (audited)  (unaudited)    (unaudited)    (audited) 
 
     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    Par value  Share premium        Total 
                                                       ordinary 
                                                         shares 
                                                           '000      GBP'000        GBP'000      GBP'000 
 
 At 1 January 2020                                      216,921       10,846          8,224       19,070 
     Issued during year                                       -            -              -            - 
 
 
 
 At 30 June 2020                                        216,921       10,846          8,224       19,070 
     Issued during year                                       -            -              -            - 
 
 
 
 At 31 December 2020                                    216,921       10,846          8,224       19,070 
     Issued during year                                       -            -              -            - 
 
 
 
 At 30 June 2021                                        216,921       10,846          8,224       19,070 
 
 
 
 Ordinary shares have a par value of GBP0.05 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. 
 
 
 
14   Preference share capital 
 
                             Six months   Six months   Year ended   Six months   Six months   Year ended 
                                     to           to                        to           to 
                            30 Jun 2021  30 Jun 2020  31 Dec 2020  30 Jun 2021  30 Jun 2020  31 Dec 2020 
                                 Shares       Shares       Shares      GBP'000      GBP'000      GBP'000 
                            (unaudited)  (unaudited)    (audited)  (unaudited)  (unaudited)    (audited) 
 
     Convertible preference shares 
      issued: 
 
 Fully paid                  44,828,443   18,350,043   44,828,443       37,550       18,350       37,550 
 
 
 
                             44,828,443   18,350,043   44,828,443       37,550       18,350       37,550 
 
 
 
     Preference share capital movements 
      are as follows: 
 
                                                                                  Number of    Par value 
                                                                                     shares 
                                                                                       '000      GBP'000 
 
 At 1 January 2020                                                                    5,728        5,728 
 Issued during year                                                                  12,622       12,622 
 
 
 
 At 30 June 2020                                                                     18,350       18,350 
 Issued during year                                                                  26,478       26,478 
 
 
 
 At 31 December 2020                                                                 44,828       44,828 
     Issued during year                                                                   -            - 
 
 
 
 At 30 June 2021                                                                     44,828       44,828 
 
 
 
                                                                    Six months   Six months   Year ended 
                                                                            to           to 
                                                                   30 Jun 2021  30 Jun 2020  31 Dec 2020 
                                                                       GBP'000      GBP'000      GBP'000 
                                                                   (unaudited)  (unaudited)    (audited) 
                                                                                   restated 
 
 Equity component                                                       37,550       14,985       37,550 
 Liability component                                                     7,469        3,395        7,365 
 
 
 
                                                                        45,019       18,380       44,915 
 
 
 
 
 
14   Preference share capital 
 
     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 GBP1 
      each (the Subscription). Pollen Street is a global, independent 
      alternative asset investment management company, established 
      in 2013 with currently over GBP2.6 billion gross AUM across private 
      equity and credit strategies, focused on the financial and business 
      services sectors, with significant experience in specialty 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. 
 
15   Notes to the cash flow statement 
 
     Cash and cash equivalents comprise cash and cash equivalents 
      with an original maturity of three months or less. The carrying 
      amount of these assets is approximately equal to their fair value. 
      Cash and cash equivalents are detailed in note . 
 
                                                                  Six months    Six months    Year ended 
                                                                          to            to 
                                                                 30 Jun 2021   30 Jun 2020   31 Dec 2020 
                                                                     GBP'000       GBP'000       GBP'000 
                                                                 (unaudited)   (unaudited)     (audited) 
                                                                                  restated 
                                                                     GBP'000       GBP'000       GBP'000 
 
 Loss before tax                                                     (3,728)       (6,066)        (10,680) 
 
     Adjustments for: 
 Depreciation and amortisation                                         1,117           785         1,822 
 Finance costs                                                           840           218           554 
 Remuneration charge (deferred consideration)                          4,145         3,059         7,254 
 Share-based payment expense                                              60           350           (223) 
 Other (losses) / gains                                                    -            10         (1,744) 
 Foreign exchange gain                                                     4          (47)            (22) 
 Tax paid                                                               (40)             -           (103) 
 Share of post-tax profits of equity 
  accounted associates                                                     -             -            (56) 
 
 
 
 Operating cash flows before movements 
  in working capital                                                   2,398       (1,691)         (3,198) 
 
 (Increase)/decrease in receivables                                    (863)         (449)         (1,893) 
 Increase/(decrease) in payables                                       4,119         6,049         3,516 
 
 
 
 Net cash inflow / (outflow) from operating 
  activities                                                           5,654         3,909         (1,575) 
 
 
 
 
 
16   Financial instruments 
 
     The following table states the classification of financial instruments 
      and is reconciled to the Statement of Financial Position: 
 
                                                            30 Jun 2021        30 Jun 2020   31 Dec 2020 
                                                               Carrying           Carrying      Carrying 
                                                                 amount             amount        amount 
                                                            (unaudited)        (unaudited)     (audited) 
                                                                GBP'000            GBP'000       GBP'000 
 
     Financial assets measured at amortised 
      cost 
 Trade and other receivables                                      3,790                889        23,048 
 Cash and cash equivalents                                       24,733              1,945         3,899 
 
     Financial liabilities measured at amortised 
      cost 
 Trade and other payables                                      (17,495)            (4,512)        (10,483) 
 Other non-current liabilities                                        -                  -           (794) 
 Lease liability                                                (3,076)            (2,699)         (3,234) 
 Preference share liability                                     (7,469)            (3,395)         (7,365) 
 
     Financial liabilities measured at fair 
      value through profit and loss 
 Deferred consideration payable                                 (4,710)            (4,882)         (4,068) 
 
 
 
                                                                (4,227)           (12,654)         1,003 
 
 
 
     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 
                        GBP'000 
 
     Deferred           4,710             Fair value of                  Level 3 
      consideration                       deferred 
      payable                             consideration 
                                          payable 
                                          is estimated by 
                                          discounting the 
                                          future cash 
                                          flows 
                                          using the IRR 
                                          inherent 
                                          in the company's 
                                          acquisition 
                                          price. 
 
     The potential profit or loss impact in relation to deferred 
      consideration payable of a reasonably possible change to the 
      discount rate is as follows: 
 
                                                                          Profit or (loss) 
                                                                               impact 
     Assumption                                             Reasonably       Increase         Decrease 
                                                             possible 
                                                                                   GBP'000       GBP'000 
 Discount rate change                                       (+ / - 5%)                (64)            66 
 
 
 
17   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   Six months   Year ended 
                                                                                  to           to 
                                                                         30 Jun 2021  30 Jun 2020  31 Dec 2020 
                                                                         (unaudited)  (unaudited)    (audited) 
                                                                             GBP'000      GBP'000      GBP'000 
 
 Short-term employee benefits                                                    371          338          898 
 Share based payments                                                             34          260           68 
 
 
 
                                                                                 405          598          966 
 
 
 
 Other related parties 
 
 During the period, KHL incurred fees of GBP62,500 (30 June 2020: 
  GBP62,500; 31 December 2020: GBP125,000) from KPI (Nominees) 
  Limited in relation to Non-Executive Director remuneration. At 
  30 June 2021, GBP37,500 of these fees remained unpaid (30 June 
  2020: GBPnil; 31 December 2020: GBP112,500). 
 
 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 GBP23,708 for the period ended 
  30 June 2021 (30 June 2020: GBP20,000; 31 December 2020: GBP20,000), 
  of which GBPnil (30 June 2020: GBPnil; 31 December 2020: GBPnil) 
  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 GBP201,829 
  for the period to 30 June 2021 (30 June 2020: GBP38,900; 31 December 
  2020: GBP184,426), of which GBP5,430 (30 June 2020: GBP12,132; 
  31 December 2020: GBP29,280) was outstanding at 30 June 2021. 
 
18   Ultimate controlling party 
 
 As at the date of approving the financial statements, the ultimate 
  controlling party of the Group was KPI (Nominees) Limited. 
 
 
 
19   Restatement of prior periods 
 
     Deferred consideration 
 
     In 2020, the Group restated its accounting treatment regarding 
      business combinations and deferred consideration to conform with 
      the required treatment of deferred consideration under IFRS 3. 
      Previously all deferred consideration payable on acquisitions 
      was recorded as a deferred liability and included in the fair 
      value of the consideration of the business acquired. 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 should not have been 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. 
 
     This has therefore required the restatement of prior years and 
      the reclassification of certain deferred payments as remuneration. 
      The following restatement covers the share purchase acquisition 
      of Marchant McKechnie in 2018 and the asset purchases of WFI 
      and Thomas & Co in 2019. 
 
     (a) Statement of Comprehensive Income (extract) 
 
                                                                 Six months        Increase   Six months 
                                                                  to 30 Jun    / (decrease)    to 30 Jun 
                                                                       2020                         2020 
                                                                                              (restated) 
                                                                    GBP'000         GBP'000      GBP'000 
 Finance charge                                                         218           (137)           81 
 Amortisation charge                                                    807           (279)          528 
 Remuneration charge (previously deferred 
  consideration)                                                          -           3,059        3,059 
 
 
 
 Total comprehensive loss                                           (3,424)         (2,642)        (6,066) 
 
 
 
 Earnings per share - basic and diluted                           GBP(0.02)       GBP(0.01)    GBP(0.03) 
 
 
 
19   Restatement of prior periods 
 
     (b) Statement of Financial Position (extract) 
 
                                                                   30 Jun 2020        Increase  30 Jun 2020 
                                                                                  / (decrease) 
                                                                                                 (restated) 
                                                                       GBP'000         GBP'000      GBP'000 
 Intangible assets and goodwill                                         58,664        (16,962)       41,702 
 Total non-current assets                                               62,619        (16,952)       45,667 
 Trade and other payables                                                4,801           2,119        6,920 
 Deferred consideration payable in 
  less than 1 year                                                      10,006         (7,809)        2,197 
 Total current liabilities                                              15,212         (6,095)        9,117 
 Deferred consideration payable in 
  more than 1 year                                                       9,890         (7,205)        2,685 
 Other non-current liabilities                                           2,294           3,394        5,688 
 Total liabilities                                                      27,396         (9,906)       17,490 
 
 
 
 Net assets                                                             39,932         (7,046)       32,886 
 
 
 
 Retained earnings                                                       2,456         (3,681)        (1,225) 
 Preference share capital                                               18,350         (3,365)       14,985 
 
 
 
 Total equity                                                           39,932         (7,046)       32,886 
 
 
 
20   Events after the reporting date 
 
 Regulatory approval for the acquisition of 100% of the shares 
  in Admiral Wealth Management was received on 17 August 2021. 
  Full details can be found in note 3. 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IR FLFIAADIVFIL

(END) Dow Jones Newswires

September 24, 2021 02:00 ET (06:00 GMT)

1 Year Kingswood Chart

1 Year Kingswood Chart

1 Month Kingswood Chart

1 Month Kingswood Chart

Your Recent History

Delayed Upgrade Clock