Kingswood H. Regulatory News (KWG)

£'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 (£ millions)

6,172

4,718

31%

# of UK Advisers

64

30

34

Company Registration No. 42316 (Guernsey)

KINGSWOOD HOLDINGS LIMITED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2021

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

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 £61.5m, a 646% increase on prior year. Wealth Planning revenues of £8.3m grew 78% year over year and Investment Management revenues of £2.3m grew 8% year over year. US revenues of £50.9m 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 £3.1m, an improvement of £4.3m over the six months to 30 June 2020 (H1 2020: Operating Loss £(1.3)m). The results reflect solid underlying business dynamics and the impact of acquisitions.

Net Equity as at 30 June 2021 was £43.3m and the company has no debt. Equity includes £37.6m 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 £50.9m and an Operating Profit of £2.5m. 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

Six months to

Six months to

Year ended

30 Jun 2021

30 Jun 2020

31 Dec 2020

(unaudited)

(unaudited)

(audited)

restated

Notes

£'000

£'000

£'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)

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

£ (0.02)

£ (0.03)

£ (0.05)

- Diluted loss per share

6

£ (0.02)

£ (0.03)

£ (0.05)

The notes on pages 10 - 30 form an integral part of the financial statements

30 Jun 2021

30 Jun 2020

31 Dec 2020

(unaudited)

(unaudited)

(audited)

restated

Notes

£'000

£'000

£'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

Deferred consideration payable

12 / 19

900

2,197

836

20,977

9,117

13,791

Non-current liabilities

Deferred consideration payable

12 / 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

Preference share capital

14 / 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:

Share capital and share premium

Deferred share capital

Preference share capital

Other reserves

Foreign exchange reserve

Retained earnings

Equity attributable to the owners of the parent Company

Non-controlling interests

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 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

(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

Six months to

Six months to

Year ended

30 Jun 2021

30 Jun 2020

31 Dec 2020

(unaudited)

(unaudited)

(audited)

restated

Notes

£'000

£'000

£'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

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 £4.0 million, payable over a 2-year period. £2.0 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 management

Wealth planning

US

operations

Group

Total

Six months to

Six months to

Six months to

Six months to

Six months to

30 Jun 2021

30 Jun 2021

30 Jun 2021

30 Jun 2021

30 Jun 2021

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Continuing operations:

£'000

£'000

£'000

£'000

£'000

Revenue (disaggregated by timing):

Point in time

513

953

48,162

-

49,628

Over time

1,799

7,354

2,760

-

11,913

External sales

2,312

8,307

50,922

-

61,541

Direct expenses

(790)

(460)

(46,574)

-

(47,824)

Gross profit

1,522

7,847

4,348

-

13,717

Operating 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 management

Wealth planning

US operations

Group

Total

Six months to

Six months to

Six months to

Six months to

Six months 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:

£'000

£'000

£'000

£'000

£'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 management

Wealth planning

US operations

Group

Total

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:

£'000

£'000

£'000

£'000

£'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 to

Six months to

Year ended

30 Jun 2021

30 Jun 2020

31 Dec 2020

(unaudited)

(unaudited)

(audited)

£'000

£'000

£'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 to

Six months to

Year ended

30 Jun 2021

30 Jun 2020

31 Dec 2020

(unaudited)

(unaudited)

(audited)

restated

£'000

£'000

£'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

£(0.02)

£(0.03)

£(0.05)

Diluted loss per share

£(0.02)

£(0.03)

£(0.05)

7

Property, plant and equipment

Fixtures and equipment

£'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

£'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