TIDMKWG

RNS Number : 0878O

Kingswood Holdings Limited

29 September 2023

Kingswood 2023 Half-year Report

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

H1 2023 Group Operating Profit was GBP5.0m, GBP0.5m or 10% higher than H1 2022.

UK & Ireland revenue increased by 41% compared to the same period last year, of which 86% is recurring in nature. UK & I Operating Profit was GBP7.7m and in line with expectations.

US revenue decreased by 38% compared to the same period last year, impacted by a slowdown in capital market activity. Operating Profits were GBP0.6m, falling short of expectation, though with recovery expected in H2 2023.

Group Assets under Management and Advice (AuM/A) at June 2023 were GBP12.0bn, having increased by GBP1.5bn compared to December 2022, supported by UK&I acquisitions of Barry Fleming & Partners (BFP) and Moloney Investments Ltd (MMPI) and in the US by the on-boarding of an additional 9 registered representatives.

In the UK, migration of AuA into its Discretionary Central Investment Propositions, notably the IBOSS AM MPS solution has gathered pace with AuM reaching GBP1.05bn in June 2023, up from GBP0.65bn on December 2022 - an increase of 62%.

David Lawrence, Kingswood Chief Executive Officer, commented:

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

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

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

H1'23 - Strategic Highlights:

   -- UK & Ireland successfully completed the purchase of Moloney Investments Ltd (MMPI) and Barry Fleming & Partners 
      (Tax, Trusts and Investment Planning) Limited (BFP):- 
 
   -- 
 
          1. 70% acquisition of MMPI, a leading financial advisory group based in Dublin with EUR0.8bn AuM/A and EBITDA 
             of c.EUR4.0m 
 
          2. BFP, an IFA business based in Berkshire with GBP150m AuA and Operating Profit of c.GBP0.2m. 
   -- UK & Ireland AuM/A increased by GBP1.4bn to GBP9.5bn in H1'23, driven by acquisitions and encouraging levels of 
      organic growth: 
 
   -- 
 
          1. Inorganic growth : GBP0.85bn client assets onboarded following the acquisitions of MMPI and BFP 
 
          2. Strong levels of growth from vertical integration : GBP1.05bn client assets under our own management, an 
             increase of GBP0.4bn compared to FY'22 
 
          3. Institutional growth : GBP80m AuM net inflows in H1'23, with client assets 17% higher year on year. 
   -- IBOSS has been ranked by Next Wealth as the sixth fastest growing discretionary fund manager by assets and 
      percentage of assets over the past 12 months. We have retained our 5 Star and 5 Diamond Defaqto ratings and 
      gained further recognition from the adviser community by scooping three accolades at the Citywire Wealth Manager 
      Awards. In 2023, IBOSS hopes to become the only DFM provider to win FTAdviser's 5 Star Award for four consecutive 
      years. 
   -- Kingswood was named as one of the UK's 'Best Workplaces for Women' in 2023, by Great Place to Work. We continue 
      to make progress in addressing diversity imbalances across the organisation and remain committed to increasing 
      the female representation of our UK adviser population to at least 25% in the medium term, compared to current 
      levels of 20% (2022: 19%). 
   -- Kingswood Go, our UK focused digital finance app and portal, is a great success with 3,525 clients registered and 
      readily using the app. The app also enables us to serve smaller clients in an efficient and cost-effective 
      manner. Accordingly, we can target clients at an earlier stage of their wealth journey. 
   -- We strive to maintain the highest level of service for our clients as reflected in our 'Vouchedfor' rating of 4.8 
      / 5.0. 
   -- Kingswood exhibits a strong Consumer Duty culture and pays particular attention to the needs of clients with 
      characteristics of vulnerability. We successfully delivered in our Consumer Duty requirements by the 31st July 
      2023 deadline. 
   -- Inorganic growth continues to see focus with two transactions currently in exclusive discussions. We continue 
      undertake a highly effective process of integration where the clients sit at the heart of this process. 
   -- Kingswood US unveiled Kingswood Investments, a comprehensive in-house investment banking and capital markets 
      division - which is set to contribute to future revenue generation, with its inaugural deal scheduled to close in 
      September. This addition, along with the business' existing investment banking team in Florida and SPAC Advisory 
      team, positions Kingswood US as a provider of one of the industry's most extensive investment banking services. 
   -- Kingswood US has invested in cutting-edge technology within the wealth management sector, ensuring that its 
      advisors have access to a top-tier technology platform. The integration of Altigo, an industry-leading automated 
      alternative investment platform, surpassed 1,200 subscriptions, representing $129 million in investments in just 
      three years. 
   -- Kingswood US achieved recognition in the USA Today list of Best Financial Advisory Firms, a ranking compiled by 
      Statista for USA Today. This accolade resulted from assessing over 31,000 RIAs, narrowing it down to the top 500 
      firms based on their asset under management growth, client and peer recommendations, both in the short and long 
      term. 
   -- Our US footprint further expanded in the first half of the year adding nine new registered representatives and 
      supporting growth in our total AuM/A in Kingswood US. 
   -- Kingswood US has obtained approval from FINRA (Financial Industry Regulatory Authority) to broaden its authorized 
      business activities. This development positions the company to continue its natural growth trajectory. The 
      revised membership agreement grants the opportunity for the potential employment of 325 individuals, the 
      operation of up to one hundred offices; and engagement in research activities. These approvals mark a significant 
      milestone for Kingswood US, allowing the company to strengthen its capabilities, extend its reach, and solidify 
      its standing in the market. This expanded scope of operations aligns seamlessly with Kingswood's strategy for 
      organic growth and enlarging its market presence. 

H1'23 - Financial Highlights

   -- Group revenue of GBP62.7m decreased by GBP17.6m, or 22%, compared to H1'22. This was due to a decrease of 
      GBP24.4m in US revenues is reflected in US Investment Banking as macro-economic headwinds and market volatility 
      led to a slowdown in capital market activity. The increase of GBP6.8m across UK & Ireland revenues has been 
      achieved through a combination of acquisitions and organic growth. 
   -- 86% of UK revenue is recurring in nature, providing a strong, annuity-style fee stream. Investment Banking fees 
      are a larger portion of Kingswood US revenues, and transactional in nature, which means that recurring revenue 
      for the Group was 33% compared to 28% in 2022. 
   -- Operating Profit of GBP5.0m was GBP0.5m, or 10%, higher than H1'22 reflecting acquisitions in the UK & Ireland 
      partly offset by the reduction in profits from lower US Investment Banking revenues in the US business. 
   -- Within Kingswood US, Investment Banking experienced a 48% decline in revenue compared to the previous year, 
      delivering  $33.5 million, down from $65 million in 2022. This decrease was primarily attributed to lower deal 
      volumes due to challenging macroeconomic conditions. Despite this decline, the business maintains a strong 
      recruitment pipeline for new advisers, with a particular focus on developing consistent and recurring revenue 
      streams through client asset management. During the first half of 2023, Kingswood US expanded its presence in the 
      U.S. by adding 9 new registered representatives and increasing  AUM/A by $0.4 billion, contributing to a 32% 
      increase in fee-based revenue. 

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

 
 GBP'000 (unless otherwise stated)    H1'23     H1'22     Change %   Change GBP 
-----------------------------------  --------  --------  ---------  ----------- 
 Wealth Planning                      16,715    12,864    30%        3,851 
 Investment Management                3,917     3,588     9%         329 
 Kingswood Ireland                    2,533     -         n/a        2,533 
 Kingswood US                         39,565    63,937    (38)%      -24,372 
 Total Revenue                        62,730    80,389    (22)%      -17,659 
 Recurring Revenue                    33%       28% 
 
 Kingswood UK&I                       7,729     5,810     33%        1,919 
 Kingswood US                         591       1,529     (61)%      -938 
 Division Operating Profit            8,320     7,339     13%        981 
 Central Costs                        (3,355)   (2,834)   (18)%      (521) 
 Operating Profit                     4,965     4,505     10%        460 
 
 GBP'000 (unless otherwise stated)    H1'23     FY'22     Change %   Change GBP 
-----------------------------------  --------  --------  ---------  ----------- 
 Total Equity                         64,806    73,967    12%        (9,161) 
 Total Cash                           24,126    19,642    23%        4,484 
 Key Metrics                                                         0 
  AUM/A (GBPm)                        11,954    10,453    14%        1,501 
  # of UK&I Advisers                  116       100       16%        16 
  # of US RIA/IBD reps                241       232       4%         9 
 

Outlook

In our 2022 Annual Report we stated that our "near term" target for the group was to get to GBP12.5bn of AuA. We are delighted that, despite difficult conditions, we have made strong progress against this objective and at June 2023 our AuA/M now stands at GBP12bn (GBP10.5bn at December 2022).

In the first half of the year, we have increased the amount of assets under our own management in our market leading discretionary propositions by GBP0.4bn to GBP1.05bn. A strong suite of initiatives are in place to encourage vertical integration. We believe there remains a significant further opportunity within our existing wealth advisory AuA to increase from our current levels of 20.5% to 40%, over a three-year term, subject to client suitability.

We stated an expectation for a total group proforma operating profit of GBP14.7m for 2023 in our 2022 annual results. Whilst our UK and Ireland business is tracking broadly in line with expectations, difficult conditions in the US lead to us revising this expectation to GBP13.6m due to lower than expected Investment Banking / Capital Markets activity and a more cautious approach in the US to users of our Alternatives division, as investors sought better returns across a broader range of opportunities .

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

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

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

For further details, please contact:

 
  Kingswood Holdings Limited                                +44 (0)20 7293 0730 
  David Lawrence                                            www.kingswood-group.com 
  Cavendish Capital Markets Limited Ltd (Nomad & Broker) 
   Simon Hicks / Abigail Kelly                             +44 (0)20 7220 0500 
  GreenTarget (for Kingswood media)                        +44 (0)20 7324 5498 
   Jamie Brownlee / Ellie Basle                             Jamie.Brownlee@greentarget.co.uk 
 

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

 
          Company Registration No. 42316 (Guernsey) 
 
            KINGSWOOD HOLDINGS LIMITED 
 
CONSOLIDATED INTERIM UNAUDITED FINANCIAL STATEMENTS 
 
    FOR THE SIX MONTH PERIODED 30 JUNE 2023 
 
 
                                                         Page 
 
 
 
 
  KINGSWOOD HOLDINGS LIMITED 
 
  CONTENTS 
 
Financial and Operational Review                         1 - 2 
 
Interim Consolidated Statement of Comprehensive Income   3 - 4 
 
Interim Consolidated Statement of Financial Position     5 - 6 
 
Interim Consolidated Statement of Changes in Equity      7 - 8 
 
Interim Consolidated Statement of Cash Flows             9 
 
Notes to the Interim Consolidated Financial Statements   10 - 26 
 

Group Review:

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

Finance Review:

We have maintained both cost and balance sheet discipline in the first half of 2023. Our focus is to maximise shareholder returns through Operating Profit growth combined with minimising our weighted average cost of capital. We also continue to maintain a strong discipline in how we think about the businesses we acquire, ensuring that the multiples we pay are within our risk appetite and funding profile.

Kingswood's financial performance remained resilient in H1'23 against a continued backdrop of market volatility. Group Assets under Management and Advice (AuM/A) of GBP12.0bn at FY'23 represents a GBP1.5bn, or 14%, increase compared to FY'22.

Group revenue was GBP62.7m, a 22% decrease year on year. US Investment Banking revenues are lower as macro-economic headwinds and market volatility led to a slowdown in capital market activity. In the UK and Ireland a 41% revenue increase was achieved through a combination of acquisitions and organic growth.

Operating Profit of GBP5.0m is 10% higher than 2022, driven by a GBP1m reduction in US profits and continued acquisition and organic growth. C entral costs have increased by reflecting an increase in the central resources required to support a larger business.

The overall result for H1'23 was a loss before tax of GBP8.6m reflecting GBP0.3m of acquisition-related deferred consideration expenses, GBP3.0m amortisation and depreciation, GBP5.8m finance costs and GBP5.0m business re-positioning and transaction costs.

The Group had GBP24.1m of cash as at H1'23, an increase of GBP4.5m since 31 December 2022 with a positive cashflow from operating activities.

Highlights -- UK & Ireland:

We have continued to build momentum on our strategic growth plans over the first half of the year, following the acquisition of Moloney Investments Ltd (MMPI) and Barry Fleming & Partners (BFP). The 70% acquisition of MMPI, a leading advisory group based in Dublin with EUR0.8bn AuM/A and annual Operating Profit of c.EUR4.0m, is a highly strategic acquisition for the Group providing access to the attractive Irish wealth management market whilst also offering diverse new avenues for growth. The purchase of BFP, an IFA business based in Berkshire has added GBP150m AuA contributing c.GBP0.2m annual Operating Profit.

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

The business delivered double-digit revenue and operating profit growth in H1'23. Revenue of GBP23.2m was GBP6.7m (41%) higher and over 80% of revenues are recurring in nature, providing the strong, annuity style revenue stream required to deliver sustainable, long term returns to our shareholders.

AuM/A increased by GBP1.4bn to GBP9.5bn over H1'23, driven by acquisitions and encouraging levels of organic growth. There were strong levels of vertical integration over the period, with client retail Assets under our own Management (AuM) in IBOSS AM MPS and Personal DFM now totalling GBP1.05bn, an increase from GBP0.65bn at FY'22. Institutional net asset inflows were GBP80m in the first six months of the year, with total AuM 17% higher year on year.

US Highlights:

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

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

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

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

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

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

KINGSWOOD HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIODED 30 JUNE 2023

 
                                  Six months   Six months to  Year ended 
                                  to 
                                  30 June      30 June 2022   31 Dec 2022 
                                  2023 
                                  (unaudited)  (unaudited)    (audited) 
                           Notes  GBP'000      GBP'000        GBP'000 
 
Revenue                    3      62,730        80,389        145,998 
Direct expenses                    (37,314)      (60,330)     (103,878) 
 
 
 
Gross profit                      25,416       20,059         42,120 
 
Operating staff costs             (14,034)      (10,283)      (23,720) 
Other operating costs             (6,417)        (5,271)      (9,704) 
 
 
 
Total operating costs             (20,451)       (15,554)     (33,424) 
 
 
 
 
Operating profit                  4,965         4,505         8,696 
 
 
 
Non-operating costs: 
Business re-positioning 
 costs                            (369)          (1,202)      (1,964) 
Finance costs                     (7,138)        (1,455)      (6,398) 
Amortisation and 
 depreciation                     (2,957)        (1,863)      (4,507) 
 
Acquisition-related 
items: 
Other (losses) / gains     4      -            -               (23) 
Remuneration charge 
 (deferred consideration)  10     (259)          6,309        (1,852) 
Goodwill adjustment        8      -             (6,364)        - 
Restructuring and 
 integration costs                (4,161)        (1,621)       (4,924) 
 
 
 
Loss before tax                   (9,919)        (1,691)       (10,972) 
 
 
 
Tax                               (175)         (139)          (4,480) 
 
Loss after tax                    (10,094)       (1,830)       (6,492) 
 
 
 
Other comprehensive 
income / (loss) 
Items that may not be reclassified to profit 
or loss 
Exchange differences on 
 translation of foreign 
 operations                       -             (417)          - 
 
 
 
Total comprehensive loss          (10,094)       (2,247)       (6,492) 
 
 
 
 
 
                                                                 Six months to   Six months to  Year ended 
                                                                 30 June 2023    30 June 2022   31 Dec 2022 
                                                                 (unaudited)     (unaudited)    (audited) 
                                                                 GBP'000         GBP'000        GBP'000 
 
- Owners of the parent company                                   (10,537)        (2,545)         (7,797) 
- Non-controlling interests                                      443             715            1,305 
 
Total comprehensive loss is attributable to: 
- Owners of the parent company                                   (10,537)        (2,962)        (7,797) 
- Non-controlling interests                                      443             715            1,305 
 
Loss per share: 
- Basic loss per share                                       5   GBP (0.05)      GBP (0.01)     GBP (0.04) 
- Diluted loss per share                                     5   GBP (0.01)      GBP (0.00)     GBP (0.01) 
 
The notes on pages 10 - 26 form an integral part of the financial statements. 
 
 
 
                                                            30 Jun 2023   30 Jun 2022   31 Dec 2022 
                                                            (unaudited)   (unaudited)   (audited) 
 
                                                    Notes   GBP'000       GBP'000       GBP'000 
Non-current assets 
Property, plant and equipment                       6       916           916           832 
Right-of-use assets                                 7       3,298         3,071         3,553 
Goodwill and other intangible assets                8       148,658       97,231        123,469 
Deferred tax asset                                          4,492         -             4,492 
 
 
 
                                                            157,364       101,218       132,346 
Current assets 
Short term investments                                      49            72            52 
Trade and other receivables                                 10,380        7,207         9,274 
Cash and cash equivalents                                   24,126        20,693        19,624 
 
 
 
                                                            34,555        27,972        28,950 
 
 
 
Total assets                                                191,919       129,190       161,296 
 
 
 
Current liabilities 
 
Trade and other payables                                    13,892        18,515        17,597 
Deferred consideration payable                      10      15,513        14,286        20,771 
 
 
 
                                                            29,405        32,801        38,368 
Non-current liabilities 
Deferred consideration payable                      10      12,559        10,304        9,228 
Other non-current liabilities                               2,519         2,956         2,806 
Loans and borrowings                                        64,984        -             24,343 
Deferred tax liability                                      17,646        7,521         12,584 
 
 
 
Total liabilities                                           97,708        53,582        87,329 
 
 
 
Net assets                                                  64,806        75,608        73,967 
 
 
 
Equity 
Share capital                                       11      10,846        10,846        10,846 
Share premium                                       11      8,224         8,224         8,224 
Preference share capital                            12      70,150        70,150        70,150 
Other reserves                                              16,168        11,597        14,373 
Foreign exchange reserve                                    (1,087)       417           (422) 
Retained (loss)                                              (42,132)      (27,638)     (31,595) 
 
 
 
Equity attributable to the owners of the Parent Company     62,169        73,596        71,576 
 
Non-controlling interests (NCI)                             2,637         2,012         2,391 
 
 
 
Total equity                                                64,806        75,608        73,967 
 
 
 
 
 
The notes on pages 10 - 26 form an integral part of the financial statements. 
 
The financial statements of Kingswood Holdings Limited (registered number 42316) were approved 
 and authorised for issue by the Board of Directors, and signed on its behalf by: 
 David Hudd 
Chairman 
 
Date: 29(th) September 2023 
 

KINGSWOOD HOLDINGS LIMITED

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE PERIODED 30 JUNE 2023

 
      Share         Preference  Other      Foreign    Retained   Equity attributable  NCI        Total 
      capital and   share       reserves   exchange   earnings   to the owners of 
      share         capital                reserve               the parent Company 
      premium 
      GBP'000       GBP'000     GBP'000    GBP'000    GBP'000    GBP'000              GBP'000    GBP'000 
 Balance at 1 
  January 2022      19,070      70,150    11,041     (488)      (23,800)    75,973             925         76,898 
 Loss for the 
  period            -           -         -          -          (2,545)    (2,545)             715        (1,830) 
 Movement on NCI    -           -         -          -          -          -                   372          372 
 Consolidation 
  adjustment        -           -         -          -          (1,293)    (1,293)             -            (1,293) 
 Foreign exchange 
  gain              -           -         -          905        -          905                 -          905 
 Share based 
  remuneration      -           -         556        -          -          556                 -          556 
 
 Balance at 30 
  June 2022 
  (unaudited)       19,070      70,150    11,597     417        (27,638)   73,596     2,012               75,608 
 
 (Loss) / profit 
  for the period    -           -         -          -          (5,252)    (5,252)     590                  (4,662) 
 Movement on NCI    -           -         -          -          -          -                   (351)        (351) 
 Other adjustment   -           -         -          -          1,293      1,293               -          1,293 
 Share based 
  remuneration      -           -         296        -          -          296                 -          296 
 Preference share 
  capital reserve   -            - 2,480             -          -          2,480                 -          2,480 
 Foreign exchange 
  loss              -           -         -          (839)      2           (837)              140        (697) 
 
 Balance at 31 
  December 2022 
  (audited)         19,070      70,150    14,373     (422)      (31,595)    71,576             2,391      73,967 
 
 
 
(Loss) / profit for 
 the period          -       -       -       -        (10,537)    (10,537)          443    (10,094) 
Movement on NCI      -       -       -       -        -                     -       (197)  (197) 
Consolidation 
 adjustment          -       -       -       -        -                     -       -      - 
Foreign exchange 
 movement            -       -       -       (665)    -                     (665)   -      (665) 
Share based 
 remuneration        -       -       498     -        -                     498     -      498 
Preference share 
 capital             -       -       1,297   -        -                     1,297   -      1,297 
Foreign exchange 
 gain                -       -       -       -        -                     -       -      - 
 
Balance at 30 June 
 2023 (unaudited)    19,070  70,150  16,168  (1,087)  (40,835)              62,169  2,637   66,806 
 
 
 
 
 
 
                                                         Period        Period        Year ended 
                                                         30 Jun 2023   30 Jun 2022   31 Dec 2022 
                                                         (unaudited)   (unaudited)   (audited) 
                                                 Notes   GBP'000       GBP'000       GBP'000 
 
Net cash generated from / (used in) operating 
 activities                                      13      3,852         (8,989)       (2,704) 
 
Investing activities 
Property, plant and equipment purchased                  (99)          (50)          (113) 
Acquisition of investments                               (28,458)      (13,180)      (32,272) 
Remuneration charge (deferred consideration)             (6,953)       (173)         (10,774) 
 
 
 
Net cash used in investing activities                    (35,510)      (13,403)      (43,159) 
 
Financing activities 
Interest paid                                            (3,565)       (11)          (21) 
Lease payments                                           (430)         (454)         (852) 
Dividends paid to non-controlling interests              -             -             (811) 
New loans (repaid) / loans received                      40,607        (156)         23,784 
 
 
 
Net cash (used in)/generated from financing 
 activities                                              36,612        (621)         22,100 
 
 
 
Net (decrease)/increase in cash and cash 
 equivalents                                             4,954         (23,013)       (23,763) 
 
Cash and cash equivalents at beginning of Period         19,624        42,933        42,933 
Effect of foreign exchange rates                         (452)         771           454 
 
 
 
Cash and cash equivalents at end of Period               24,126        20,691        19,624 
 
 
 
 
The notes on pages 10 - 26 form an integral part of the financial statements. 
 
 
 
1    Accounting policies 
 
     General information 
     Kingswood Holdings Limited is a company incorporated in Guernsey under The Companies (Guernsey) 
      Law, 2008. The shares of the Company are traded on the AIM market of the London Stock Exchange 
      (ticker symbol: KWG). The nature of the Group's operations and its principal activities are 
      set out in the Strategic Report. Certain subsidiaries in the Group are subject to the FCA's 
      regulatory capital requirements and therefore required to monitor their compliance with credit, 
      market and operational risk requirements, in addition to performing their own assessment of 
      capital requirements as part of the ICAAP. 
 
1.1  Basis of accounting 
     The Group's interim condensed consolidated financial statements are prepared and presented 
      in accordance with IAS 34 'Interim Financial Reporting'. The accounting policies adopted by 
      the Group in the preparation of its 2022 interim report are consistent with those disclosed 
      in the annual financial statements for the year ended 31 December 2021. 
      The information relating to the six months ended 30 June 2022 and the six months ended 30 
      June 2021 do not constitute statutory financial statements and has not been audited. The interim 
      condensed consolidated financial statements do not include all the information and disclosures 
      required in the annual financial statements and should be read in conjunction with the Group's 
      most recent annual financial statements for the year ended 31 December 2021. 
 
1.2  Changes in significant accounting policies 
     The Group has applied the same accounting policies and methods of computation in its interim 
      consolidated financial statements as in its 2022 annual financial statements. 
 
1.3  Significant accounting policies 
 
     Going concern 
     The Directors review the going concern position of the Group on a regular basis as part of 
      the monthly reporting process which includes consolidated management accounts and cash flow 
      projections and have, at the time of approving the financial statements, a reasonable expectation 
      that the Group has adequate resources to continue in operational existence for the foreseeable 
      future. Accordingly, the Directors continue to adopt the going concern basis of accounting 
      in preparing the financial statements. 
 
     Revenue recognition 
 
     Performance obligations and timing of revenue recognition 
     The majority of the Group's UK revenue, being investment management fees and ongoing wealth 
      advisory, is derived from the value of funds under management / advice, with revenue recognised 
      over the period in which the related service is rendered. This method reflects the ongoing 
      portfolio servicing required to ensure the Group's contractual obligations to its clients 
      are met. This also applies to the Group's US Registered Investment Advisor ("RIA") business. 
 
     For certain commission, fee-based and initial wealth advisory income, revenue is recognised 
      at the point the service is completed. This applies in particular to the Group's US Independent 
      Broker Dealer ("IBD") services, and its execution-only UK investment management. There is 
      limited judgement needed in identifying the point such a service has been provided, owing 
      to the necessity of evidencing, typically via third-party support, a discharge of pre-agreed 
      duties. 
 
 
1  Accounting policies 
 
   The US division also has significant Investment Banking operations, where commission is recognised 
    on successful completion of the underlying transaction. 
 
   Determining the transaction price 
   Most of the Group's UK revenue is charged as a percentage of the total value of assets under 
    management or advice. For revenue earned on a commission basis, such as the US broker dealing 
    business, a set percentage of the trade value will be charged. In the case of one-off or ad 
    hoc engagements, a fixed fee may be agreed. 
 
   Allocating amounts to performance obligations 
   Owing to the way in which the Group earns its revenue, which is largely either percentage-based 
    or fixed for discrete services rendered, there is no judgement required in determining the 
    allocation of amounts received. Where clients benefit from the provision of both investment 
    management and wealth advisory services, the Group is able to separately determine the quantum 
    of fees payable for each business stream. 
 
   Further details on revenue, including disaggregation by operating segment and the timing of 
    transfer of service(s), are provided in note 3 below. 
 
2  Critical accounting judgements and key sources of estimation uncertainty 
 
   In the application of the Group's accounting policies, which are described in note 1, the 
    Directors are required to make judgements, estimates and assumptions about the carrying amounts 
    of assets and liabilities that are not readily apparent from other sources. The estimates 
    and associated assumptions are based on historical experience and other factors that are considered 
    to be relevant. Actual results may differ from these estimates. 
 
   Critical judgements in applying the Group's accounting policies 
   The following are the critical judgements that the Directors have made in the process of applying 
    the Group's accounting policies that had the most significant effect on the amounts recognised 
    in the financial statements. 
 
   Assessment of control 
   Control is considered to exist where an investor has power over an investee, or else is exposed, 
    and has rights, to variable returns. The Group determines control to exist where its own direct 
    and implicit voting rights relative to other investors afford the Group -- via its board and 
    senior management -- the practical ability to direct, or as the case may be veto, the actions 
    of its investees. 
 
    The company holds 50.1% of voting rights in Kingswood US, LLC, parent company of the US and 
    its subsidiaries, as well as a majority stake in the US division's advisory board when grouped 
    with affiliated entities. The Group has thus determined that the Company has rights, to variable 
    returns from involvement with Kingswood US, LLC and its subsidiaries; and the ability to use 
    power over the US Group to affect the amount of those returns, as such the Company has consolidated 
    the sub-group as subsidiaries with a 49.9% non-controlling interest. 
    The company holds 70% of voting rights in Moloney Investments Limited, parent company of Ireland 
    and its subsidiaries, as well as a majority stake in the Ireland division's advisory board 
    when grouped with affiliated entities. The Group has thus determined that the Company has 
    the practical ability to direct the relevant activities of Moloney Investments Limited and 
    its subsidiaries and has consolidated the sub-group as subsidiaries with a 30% non-controlling 
    interest. 
 
 
 
2  Critical accounting judgements and key sources of estimation uncertainty 
 
     Estimates and Assumptions 
 
     Intangible assets: 
     Expected duration of client relationships 
     The Group makes estimates as to the expected duration of client relationships to determine 
      the period over which related intangible assets are amortised. The amortisation period is 
      estimated with reference to historical data on account closure rates and expectations for 
      the future. During the period, client relationships were amortised over a 10-20 year period. 
 
     Goodwill 
     The amount of goodwill initially recognised as a result of a business combination is dependent 
      on the allocation of the purchase price to the fair value of the identifiable assets acquired 
      and the liabilities assumed. The determination of the fair value of the assets and liabilities 
      is based, to a considerable extent, on management's judgement. Goodwill is reviewed annually 
      for impairment by comparing the carrying amount of the Cash Generating Units (CGU) to their 
      expected recoverable amount, estimated on a value-in-use basis. The CGUs are based on the 
      business segments as outlined in note 3. 
   Share-based remuneration: 
   Share based payments 
   The calculation of the fair value of share-based payments requires assumptions to be made 
    regarding market conditions and future events. These assumptions are based on historic knowledge 
    and industry standards. Changes to the assumptions used would materially impact the charge 
    to the Statement of Comprehensive Income. 
 
   Deferred tax: 
 
   Recoverability of deferred tax assets 
   The amount of deferred tax assets recognised requires assumptions to be made to the financial 
    forecasts that probable sufficient taxable profits will be available to allow all or part 
    of the asset to be recovered. 
 
   Leases: 
 
   Estimating the incremental borrowing rate 
   The Group cannot readily determine the interest rate implicit in leases where it is the lessee, 
    therefore, it uses its incremental borrowing rate to measure lease liabilities. This is the 
    rate of interest that the Group would have to pay to borrow over a similar term, and with 
    a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use 
    asset in a similar economic environment. 
 
   The incremental borrowing rate therefore reflects what the Group 'would have to pay', which 
    requires estimation when no observable rates are available or when they need to be adjusted 
    to reflect the terms and conditions of the lease (for example, when leases are not in the 
    subsidiary's functional currency). The Group estimates the incremental borrowing rate using 
    observable inputs (such as market interest rates) when available and is required to make certain 
    entity-specific estimates (such as the subsidiary's stand-alone credit rating). 
 
   Deferred consideration: 
 
   Payment of deferred consideration 
   The Group structures acquisitions such that consideration is split between initial cash or 
    equity settlements and deferred payments. The initial value of the contingent consideration 
    is determined by EBITDA and/or revenue targets agreed on the acquisition of each asset. It 
    is subsequently remeasured at its fair value through the Statement of Comprehensive Income, 
    based on the Directors' best estimate of amounts payable at a future point in time, as determined 
    with reference to expected future performance. Forecasts are used to assist in the assumed 
    settlement amount. 
 
 
 
3    Business and geographical segments 
 
     Information reported to the Group's Non-Executive Chairman for the purposes of resource 
     allocation 
     and assessment of segment performance is focused on the category of customer for each type 
     of activity. 
     The Group's reportable segments under IFRS 8 are as follows: investment management, wealth 
     planning and US operations. 
     The Group has disaggregated revenue into various categories in the following table which is 
     intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows 
     are affected by economic date and enable users to understand the relationship with revenue 
     segment information provided below. 
     The following is an analysis of the Group's revenue and results by reportable segment for 
     the year to 31 December 2021. The table below details a full year's worth of revenue and results 
     for the principal business and geographical divisions, which has then reconciled to the results 
     included in the Statement of Comprehensive Income: 
 
                                 Investment  Wealth      US           IRE         Group     Total 
                                 management  planning    operations   operations 
    Perioded Ended 30 June 2023 
 
    Continuing operations:       GBP'000     GBP'000     GBP'000      GBP'000     GBP'000   GBP'000 
 
    Revenue (disaggregate 
     by timing): 
 Non-recurring                   452         2,053       37,514       1,743       -         41,762 
 Recurring                       3,465       14,662      2,051        790         -         20,968 
 
 
 
 External sales                  3,917       16,715      39,565       2,533       -         62,730 
 
 Direct expenses                 (569)        (793)      (35,952)     -           -          (37,314) 
 
 
 
 Gross profit                    3,348       15,922      3,613        2,533       -         25,416 
 
 Operating profit / (loss)       1,379       5,589       591           761        (3,355)   4,965 
 
 Business re-positioning 
  costs                          (76)         (104)        (124)      -           (64)      (368) 
 Finance costs                   (7)          (87)       (8)          (1)         (7,035)   (7,138) 
 Amortisation and 
  depreciation                    (9)         (823)      -             (18)       (2,107)   (2,957) 
 Remuneration charge 
  (deferred consideration)       -            -          -                        (259)     (259) 
 Transaction costs               (61)        (272)       -                        (3,828)   (4,161) 
    Goodwill adjustment          -           -           -                        -         - 
 
 
 
 Profit / (loss) before tax 
  from continuing operations     1,226       4,303       459           742        (16,649)  (9,919) 
 
 Tax                             -            (157)      (14)         (4)         -         (175) 
 
 
 
 
 Profit / (loss) after tax 
  from continuing operations     1,226       4,146       445            738       (16,649)  (10,094) 
 
 
 
 
 
3   Business and geographical segments 
 
    Perioded Ended 30 June     Investment      Wealth planning   US            Group     Total 
    2022                       management                        operations 
 
    Continuing operations:     GBP'000         GBP'000           GBP'000       GBP'000   GBP'000 
 
    Revenue (disaggregated by timing): 
 Non-recurring                 465             1,776             55,944        -         58,185 
 Recurring                     3,123           11,088            7,993         -         22,204 
 
 
 
 External sales                3,588           12,864            63,937        -         80,389 
 
 Direct expenses               (717)           (519)             (59,094)      -         (60,330) 
 
 
 
 Gross profit                  2,871           12,345            4,843         -         20,059 
 
 Operating (loss) / profit     685             5,125             1,529         (2,834)   4,505 
 
 Business re-positioning 
  costs                        (140)           (336)             (397)         (329)     (1,202) 
 Finance costs                 (1)             (70)              (3)           (1,381)   (1,455) 
 Amortisation and 
  depreciation                 -               (687)             42            (1,218)   (1,863) 
 Remuneration charge 
  (deferred consideration)     -               (42)              -             6,351     6,309 
 Transaction costs             -               -                 -             (1,621)   (1,621) 
 Goodwill adjustment           -               -                 -             (6,364)   (6,364) 
 
 
 
 Profit / (loss) before tax 
  from continuing operations   544             3,990             1,171         (7,396)   (1,691) 
 
 Tax                           -               (129)             11            (21)      (139) 
 
 
 
 Profit / (loss) after tax 
  from continuing operations   544             3,861             1,182         (7,417)   (1,830) 
 
 
 
3   Business and geographical segments 
 
    Year Ended 31 December      Investment   Wealth         US             Group          Total 
    2022                        management   planning        operations 
    (audited) 
 
    Continuing operations:      GBP'000      GBP'000        GBP'000        GBP'000        GBP'000 
 
    Revenue (disaggregated by timing): 
 Non-recurring                  931          2,045          118,396        -              121,322 
 Recurring                      6,252        15,169         9,431          23             28,394 
 
 
 
 External sales                 7,183        17,214         127,827        23             149,716 
 
 Direct expenses                (1,476)      (913)          (118,108)      -              (120,497) 
 
 
 
 Gross profit                   3,176        16,301         9,719          23             29,219 
 
 Operating (loss) / profit      365          5,779          5,123          (4,940)        6,327 
 
 Business re-positioning 
  costs                         (177)        (239)          (263)          (885)          (1,564) 
 Finance costs                  -            (72)           2              (4,857)        (4,927) 
 Amortisation and 
  depreciation                  -            (1,197)        (212)          (990)          (2,399) 
 Other gains                    -            -              -              (3,056)        (3,056) 
 Remuneration charge 
  (deferred consideration)      -            (3,691)        -              (3,318)        (7,009) 
 Transaction costs              -            (4)            -              (1,832)        (1,836) 
 
 
 
 (Loss) / profit before tax 
  from continuing 
  operations                    188          576            4,650          (19,878)       (14,464) 
 
 Tax                            -            (16)           (317)          (428)          (761) 
 
 
 
 (Loss) / profit after tax 
  from continuing 
  operations                    188          560            4,333          (20,306)       (15,225) 
 
 
4   Other (losses) / gains 
                                                            Six months to  Six months to  Year Ended 
                                                            30 June 2023   30 June 2022   31 December 
                                                                                          2022 
                                                            (unaudited)    (unaudited)    (audited) 
                                                            GBP'000        GBP'000        GBP'000 
 
    Additional payments due on acquired businesses          -              -              - 
 Unrealised gain/(loss) on investment                       -              -              (23) 
 
 
 
                                                            -              -              (23) 
 
 
 
 
 
5   Earnings per share 
 
                                                     Six months to   Six months to   Year ended 
                                                     30 Jun 2023     30 Jun 2022     31 Dec 2022 
                                                     (unaudited)     (unaudited)     (audited) 
 
                                                     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                             (10,537)        (2,545)         (7,797) 
 
 
 
    Number of shares 
 
 Weighted average number of ordinary shares for the 
  purposes of basic loss per share                   216,920,719     216,920,719     216,920,724 
 
    Effect of dilutive potential ordinary shares: 
 
 Share options                                       6,624,664       8,580,094       5,897,018 
 Convertible preference shares in issue              525,217,205     469,263,291     512,407,029 
 
 
 
 Weighted average number of ordinary shares for the 
  purposes of diluted loss per share                 748,762,592     694,764,104     735,224,771 
 
 Continuous operations: 
 Basic loss per share                                GBP(0.05)       GBP(0.01)       GBP(0.04) 
 Diluted loss per share                              GBP(0.01)       GBP(0.00)       GBP(0.01) 
 
 Total loss: 
 Basic loss per share                                GBP(0.05)       GBP(0.01)       GBP(0.04) 
 Diluted loss per share                              GBP(0.01)       GBP(0.00)       GBP(0.01) 
 
 
 
6   Tangible Assets 
 
                                         Fixtures and equipment 
                                         GBP'000 
    Cost 
 At 1 January 2022                       1,655 
 Additions                               86 
 Acquisitions NBV                        61 
 
 
 
 At 30 June 2022                         1,802 
 Additions                               27 
 Acquisitions NBV                        19 
 Reclassifications                       1,438 
 FX on opening                           17 
 
 
 
 At 31 December 2022                     3,303 
 Additions                               99 
 Acquisitions NBV                        160 
 Reclassifications                       39 
 FX on opening                           (7) 
 
 
 
 At 30 June 2023                         3,594 
 
 
 
    Accumulated depreciation 
 At 1 January 2022                       714 
 Depreciation charged in the Period      172 
 
 
 
 At 30 June 2022                         886 
 Depreciation charged in the Period      138 
 Reclassifications                       1,438 
 FX on opening                           9 
 
 
 
 At 31 December 2022                     2,471 
 Depreciation charged in the Period      153 
 Reclassifications                       39 
 FX on opening                           15 
 
 
 
 At 30 June 2023                         2678 
 
 
 
    Net book value 
 At 30 June 2023                         916 
 
 
 
 At 31 December 2022                     832 
 
 
 
 At 30 June 2022                         916 
 
 
 
 
 
7   Right-of-use assets 
 
                                         Land and buildings 
                                         GBP'000 
    Cost 
 At 1 January 2022                       4,089 
 Movement due to FX                      8 
 Additions                               742 
 
 
 
 At 30 June 2022                         4,839 
 Current year adjustment                 (137) 
 Movement due to FX                      (8) 
 Additions                               963 
 
 
 
 At 31 December 2022                     5,657 
 Current year adjustment                 137 
 Additions                               66 
 
 
 
 At 30 June 2023                         5,860 
 
 
 
    Accumulated depreciation 
 At 1 January 2022                       1,370 
 Depreciation charged in the Period      398 
 
 
 
 At 30 June 2022                         1,768 
 Current year adjustment                 (25) 
 Depreciation charged in the Period      361 
 
 
 
 At 31 December 2022                     2,104 
 Current year adjustment                 25 
 Depreciation charged in the Period      433 
 
 
 
 At 30 June 2023                         2,562 
 
 
 
    Net book value 
 At 30 June 2023                         3,298 
 
 
 
 At 31 December 2022                     3,553 
 
 
 
 At 30 June 2022                         3,071 
 
 
 
 
 
8   Goodwill and other intangible assets 
                                           Goodwill  Other intangible assets  Total 
                                           GBP'000   GBP'000                  GBP'000 
    Cost 
 At 1 January 2022                         45,150    42,615                   87,765 
 Additions                                 11,226    13,449                   24,675 
 Revaluation of acquisition                 (6,364)  -                        (6,364) 
 
 
 
 At 30 June 2022                           50,012    56,064                   106,076 
 Additions                                 7,176     20,042                   27,218 
 Exchange adjustments                      629       -                        629 
 
 
 
 At 30 December 2022                       57,817    76,106                   133,923 
 
 
 
 Additions                                 7,306     20,554                   27,860 
 Movement due to FX                        (315)     14                       (301) 
    Disposals                              -         -                        - 
 
 
 
 At 30 June 2023                           64,808    96,674                   161,482 
 
 
 
    Accumulated amortisation 
 At 1 January 2022                         2,279     5,231                    7,510 
 Charge for period                         -         1,335                    1,335 
 
 
 
 At 30 June 2022                           2,279     6,566                    8,845 
 
 
 
    Disposals 
 Charge for period                         -         1,609                    1,609 
 
 
 
 At 31 December 2022                       2,279     8,175                    10,454 
 
 
 
    Disposals 
 Charge for period                         -         2,370                    2,370 
 
 
 
 At 30 June 2023                           2,279     10,545                   12,824 
 
 
 
 
 
8   Goodwill and other intangible assets (continued) 
 
    Net book value 
 
 As at 30 June 2023                                                62,529  86,129              148,658 
 
 
 
 As at 31 December 2022                                            55,538  67,931              123,469 
 
 
 
 As at 30 June 2022                                                47,733  49,498              97,231 
 
 
 
 
 
9   Lease liabilities 
 
    The lease liabilities are included in trade and other payables and other non-current 
    liabilities 
    in the statement of financial position. 
 
                                                                           Land and buildings 
                                                                           GBP'000 
 
 At 1 January 2022                                                         3,274 
 
 Additions                                                                 735 
 Interest expense                                                          95 
 Lease payments                                                            (451) 
 
 
 
 At 30 June 2022                                                           3,653 
 
 Additions                                                                 920 
 Interest expense                                                          52 
 Lease payments                                                            (401) 
 
 
 
 At 31 December 2022                                                       4,274 
 
 Additions                                                                 66 
 Interest expense                                                          71 
 Lease payments                                                            (430) 
 
 
 
 At 30 June 2023                                                           3,981 
 
 The Group recognises a right-of-use asset and a lease liability at the lease commencement 
  date. The right-of-use asset is initially measured at cost, and subsequently at cost less 
  any accumulated depreciation and impairment losses and adjusted for certain re-measurements 
  of the lease liability. 
 
 
 
9    Lease liabilities (continued) 
 
     The lease liability is initially measured at the present value of the lease payments 
     that 
     are not paid at the commencement date, discounted using the Group's incremental 
     borrowing 
     rate. 
 
     The lease liability is subsequently increased by the interest cost on the lease 
     liability 
     and decreased by lease payment made. 
 
     The Group has applied judgement to determine the lease term for some lease contracts 
     in which 
     it is a lessee that includes renewal options. The assessment of whether the Group is 
     reasonably 
     certain to exercise such options impacts the lease term, which significantly affects 
     the amount 
     of lease liabilities and right-of-use assets recognised. 
 
10   Deferred consideration payable 
                                                              Six Months to  Six Months to  Year Ended 
                                                              30 June 2023   30 June 2022   31 December 2022 
                                                              GBP'000        GBP'000        GBP'000 
 
 Deferred consideration payable on acquisitions:              28,072         24,590         29,999 
 
 
 
 - falling due within one year                                15,513         14,286         20,771 
 - due after more than one year                               12,559         10,304         9,228 
 
 The deferred consideration payable on acquisitions is due to be paid in cash. 
  The deferred consideration liability is contingent on performance requirements during 
  the 
  deferred consideration period. The value of the contingent consideration is determined 
  by 
  EBITDA and/or revenue targets agreed on the acquisition of each asset, as defined under 
  the 
  respective Share or Business Purchase Agreement. As at the reporting date, the Group is 
  expecting 
  to pay the full value of its deferred consideration as all acquisitions are on target to 
  meet 
  the requirements. 
  Previously all deferred consideration payable on acquisitions was recorded as a deferred 
  liability 
  and included in the fair value of assets. However, in circumstances where the payment of 
  deferred 
  consideration is contingent on the seller remaining within the employment of the Group 
  during 
  the deferred period, the contingent portion of deferred consideration is not included in 
  the 
  fair value of consideration paid, rather is treated as remuneration and accounted for as 
  a 
  charge against profits over the deferred period. 
 
 
 
11   Share capital 
                  Six months   Six months   Year ended     Six months   Six months to  Year ended 
                  to           to                          to 
                  30 June      30 June      31 Dec 2022    30 June      30 June 2022   31 Dec 2022 
                  2023         2022                        2023 
                  (unaudited)  (unaudited)  (audited)      (unaudited)  (unaudited)    (audited) 
                  Shares       Shares       Shares         GBP'000      GBP'000        GBP'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     Par value     Share premium  Total 
                                            ordinary 
                                            shares 
                                            '000          GBP'000       GBP'000        GBP'000 
 
 At 1 January 2022                          216,921       10,846        8,224          19,070 
     Issued during year                     -             -             -              - 
 As at 30 June 2022                         216,921       10,846        8,224          19,070 
 
 
 
 At 31 December 2022                        216,921       10,846        8,224          19,070 
     Issued during year                     -             -             -              - 
 
 
 
 At 30 June 2023                            216,921       10,846        8,224          19,070 
 
 
 
 Ordinary shares have a par value of 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. 
 
 As at 31 December 2022 KPI (Nominees) Limited held 144,125,262 Ordinary Shares, 
  representing 
  66.4 per cent of ordinary shares in issue at year end. 
 
 
 
12   Preference share capital 
 
                    Six Months to  Six Months to  Year Ended   Six Months to  Six Months to  Year Ended 
                    30 June 2023   30 June 2022   31 Dec 2022  30 June 2023   30 June 2022   31 Dec 2022 
                    (unaudited)    (unaudited)    (audited)    (unaudited)    (unaudited)    (audited) 
                    Shares         Shares         Shares       GBP'000        GBP'000        GBP'000 
 
     Convertible preference shares issued: 
 
 Fully paid         77,428,443     77,428,443     77,428,443   77,428         77,428         77,428 
 
 
 
                    77,428,443     77,428,443     77,428,443   77,428         77,428         77,428 
 
 
 
 
                                                               Six Months to  Six Months to  Year Ended 
                                                               30 June 2023   30 June 2022   31 Dec 2022 
                                                               (unaudited)    (unaudited)    (audited) 
 
 Equity component                                              70,150         70,150         70,150 
     Liability component                                       -              -              - 
 
 
 
                                                               70,150         70,150         70,150 
 
 
 
 

On 12 September 2019, Kingswood Holdings Limited entered into a subscription agreement with HSQ Investment Limited, a wholly owned indirect subsidiary of funds managed and/or advised by Pollen Street Capital, to subscribe for up to 80 million irredeemable convertible preference shares, at a subscription price of GBP1 each (the Subscription). Pollen Street Capital is a global, independent alternative asset investment management company, established in 2013 with currently GBP3.2 billion gross AUM across private equity and credit strategies, focused on the financial and business services sectors, with significant experience in speciality finance.

All irredeemable convertible preference shares convert into new ordinary shares at Pollen Street Capital's option at any time from the earlier of an early conversion trigger or a fundraising, or automatically on 31 December 2023. Preferential dividends on the irredeemable convertible preference shares accrue daily at a fixed rate of five per cent per annum from the date of issue. Effective 17 December 2021 onwards, these will be settled via the issue of additional ordinary shares, thereby extinguishing the liability component.

 
13   Notes to the cash flow statement 
 
     Cash and cash equivalents comprise cash and cash equivalents with an original 
     maturity of 
     three months or less. The carrying amount of these assets is approximately equal to 
     their 
     fair value. 
                                                           Six Months to  Six Months to   Year Ended 
                                                           30 June 2023   30 June 2022    31 Dec 2022 
 
                                                           (unaudited)    (unaudited)     (audited) 
                                                           GBP'000        GBP'000         GBP'000 
 
 Loss before tax                                           (9,919)        (1,691)         (10,972) 
 
 Depreciation and amortisation                             2,957          1,863           4,507 
 Goodwill adjustment                                       -              6,364           - 
 Finance costs                                             6,639          1,455           6,398 
 Remuneration charge (deferred consideration)              259            (7,399)         1,852 
 Acquisition of investments                                -              -               586 
 Share-based payment expense                               499            556             878 
 Other losses / (gains)                                    -              -               23 
 Foreign exchange gain                                     -              12              - 
 Tax paid                                                  (175)          (139)           (22) 
 
 
 
 Operating cash flows before movements in working capital  260            1,021           (3,250) 
 
 (Increase)/decrease in receivables                        6,318          786             1,821 
 Increase/(decrease) in payables                           (2,726)        (10,796)        (7,775) 
 
 
 
 Net cash inflow / (outflow) from operating activities     3,852          (8,989)         (2,704) 
 
 
 
 
 
14   Financial instruments 
 
     The following table states the classification of financial instruments and is 
     reconciled to 
     the Statement of Financial Position: 
 
                                                     30 Jun 2023      30 Jun 2022       31 Dec 2022 
                                                     Carrying amount  Carrying amount   Carrying amount 
                                                     (unaudited)      (unaudited)       (audited) 
                                                     GBP'000          GBP'000           GBP'000 
 
     Financial assets measured at amortised cost 
 Trade and other receivables                         10,181           5,846             9,273 
 Cash and cash equivalents                           24,126           20,693            19,624 
 
     Financial liabilities measured at amortised 
     cost 
 Trade and other payables                            (11,316)         (16,530)          (16,130) 
 Other non-current liabilities                       (2,519)           (222)            (2,806) 
 Lease liability                                     (1,462)          (3,653)           (1,467) 
 
 
     Financial liabilities measured at fair value 
     through profit and loss 
 Deferred consideration payable                      (28,072)         (24,590)          (29,999) 
 
 
 
                                                     (9,060)          (18,456)          (21,505) 
 
 
 
 Financial instruments not measured at fair value includes cash and cash equivalents, 
  trade 
  and other receivables, trade and other payables, and other non-current liabilities. 
  Due to their short-term nature, the carrying value of cash and cash equivalents, 
  trade and 
  other receivables, and trade and other payables approximates fair value. 
 
 Item              Fair value   Valuation technique                   Fair value 
                                                                      hierarchy level 
                       GBP'000 
 
 Deferred          28,072       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. 
 
 
 
15   Related party transactions 
 
     Remuneration of key management personnel 
 
     The remuneration of the Directors, who are the key management personnel of the Group, is set 
      out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. 
 
                                                                     Six months to  Six months to  Year ended 
 
                                                                     30 June 2023   30 June 2022   31 Dec 2022 
                                                                     (unaudited)    (unaudited)    (audited) 
                                                                     2023           2022           2022 
                                                                     GBP'000        GBP'000        GBP'000 
 
 Salaries and other short-term employee benefits                     665            103            678 
 
 
 
 
 Other related parties 
 
 During the period, KHL incurred fees of GBP50,000 (30 June 2022: GBP58,333; 31 December 2022: 
  GBP116,000) from KPI (Nominees) Limited in relation to Non-Executive Director remuneration. 
  At 30 June 2023, GBPnil of these fees remained unpaid (30 June 2022: GBPnil; 31 December 2022: 
  GBPnil). 
 
 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 GBPnil for the period 
  ended 30 June 2023 (30 June 2022: GBP23,708; 31 December 2022: GBP23,708), of which GBPnil 
  (30 June 2022: GBPnil; 31 December 2022: GBPnil) was outstanding at 30 June 2023. 
 
 Fees paid for financial and due diligence services to Kingswood LLP, in which Gary Wilder 
  and Jonathan Massing hold a beneficial interest, totalled GBP69,469 for the period to 30 June 
  2023 (30 June 2022: GBP420,807; 31 December 2022: GBP479,955), of which GBPnil (30 June 2022: 
  GBPnil; 31 December 2022: GBPnil) was outstanding at 30 June 2023. 
 
16   Ultimate controlling party 
 
 As at the date of approving the financial statements, the ultimate controlling party of the 
  Group was KPI (Nominees) Limited. 
 
17   Events after the reporting date 
 
 There were no significant events after the reporting period. 
 
 
 
 
 
 

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