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LAIDLAW HOLDINGS LIMITED

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2021
 






 



 






 
LAIDLAW HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
Mr H Regan 
Mr J Tesei 




Registered number
06310081



Registered office
Albany House
Claremont Lane

Esher

Surrey

KT10 9FQ




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
LAIDLAW HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
 
 
1 - 4
Directors' report
 
 
5 - 6
Independent auditors' report
 
 
7 - 10
Consolidated statement of comprehensive income
 
 
11
Consolidated balance sheet
 
 
12 - 13
Company balance sheet
 
 
14
Consolidated statement of changes in equity
 
 
15
Company statement of changes in equity
 
 
16
Consolidated statement of cash flows
 
 
17 - 18
Notes to the financial statements
 
 
19 - 43


 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction
 
The Company acts as a holding company for four wholly owned subsidiaries, as follows:
Subsidiary      Principal Activity
Laidlaw & Company (UK) Limited  Auxiliary financial intermediary
Laidlaw & Company International Limited Auxiliary financial intermediary
Laidlaw Wealth Management LLC   Financial planning & portfolio management
Laidlaw Private Equity LLC   Auxiliary financial intermediary
 
As a holding company, the Company’s business involves the business of its subsidiaries. As such, extracts from the Strategic Report of Laidlaw & Company (UK) Limited, the primary active subsidiary as well as comments on its other active subsidiary, Laidlaw Wealth Management, LLC,  the Company’s Registered Investment Advisor (RIA), are incorporated herein with minor modification: 
 
Overseas Branches
During the year, the Group provided its services as a securities broker dealer through its primary operating subsidiary in six locations outside of London:
New York City, New York 
Melville, New York
Boston, Massachusetts
San Francisco, California
Stamford, Connecticut
Boca Raton, Florida

Page 1

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Business review
 
For all of its active subsidiaries, the Directors consider that achieving stability and, if possible, above inflation growth in aggregate revenue volume where applicable while continuing to increase recurring fee revenue, particularly at the RIA, will help to generate a sufficient  gross profit margin that will sustain the businesses throughout market cycles. Therefore, the Directors consider the percentage growth of overall revenues including commissions and fees and the gross profit margin to be the key performance indicators of the broker dealer subsidiary.  In parallel, the Directors believe that growth in advisory fee revenue from the various departments, affiliates and subsidiaries, concomitant with the growth in overall assets under management (AUM) and stakeholdings from its subsidiary investment initiatives, will prove to be another key performance indicator. The Directors also acknowledge that such metrics can experience declines and liquidity delays in less optimal market cycles.
The Directors note that the Group reported operating income in 2021 primarily related to the received distribution from Laidlaw Private Equity LLC. LPE is a passive Member of various external management companies owned by the investors involved in managing a family of special purpose funds focused on long-term private investments in venture-backed private companies.  Periodically, the management companies are eligible for a Carried Interest Allocation based on the performance of the funds. As a matter of practice, the Carried Interest Allocation is paid in kind in the form of shares held by the respective funds that are liquid and  eligible for distribution. LPE is eligible for percentage of such share distributions which it, in turn, allocates to the Trusts that own the parent company pursuant to the Articles of Association and any amendment thereto, and, at the discretion of management, to key employees and other members of the Laidlaw family of companies. The distributions received by LPE are not under the control of LPE and are viewed as non-recurring profit-sharing and, as such, are not treated as turnover in the traditional sense. Although the operating income was largely driven by the distributions from LPE the directors are in any event satisfied with the performance of the Company’s subsidiaries and new initiatives, particularly in the venture capital and merchant banking efforts.  As these new initiatives were implemented during 2022, the year was very difficult from a general market perspective.  However the company has seen positive impacts of these initiatives and an well as improved market conditions and remain cautiously optimistic about 2023.
As in the past, it expects to improve its own offerings by utilizing the service platforms and products available to it through its fully disclosed clearing firm, StoneX (NASDAQ Global Select Market Symbol – SNEX) as well as platforms and services available to it through its affiliated firms in wealth management, private equity and venture capital. 
StoneX Group Inc. is a global financial services network that connects companies, organizations, traders, and investors to the global market ecosystem through digital platforms. Its segments include Commercial, which offers commercial clients a range of products and services, including risk management and hedging services, execution and clearing of exchange-traded and over-the-counter (OTC) products, voice brokerage, market intelligence and physical trading; Institutional, which provides institutional clients with a complete suite of equity trading services to help them find liquidity with execution, liquidity across a range of fixed income products, as well as prime brokerage in equities and foreign currency pairs and swap transactions; Retail, which includes spot foreign exchange (forex), both financial trading and physical investment in precious metals, and Global Payments provides foreign exchange and treasury services to banks and commercial businesses, as well as charities. 
Management believes that the challenges posed by global trends and events require scope, diversity, resilience and flexibility. By working with its affiliates and service providers, it hopes to expand its presence in all of its markets and business segments in a prudent and managed fashion to better serve its global clientele.

Page 2

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Principal risks and uncertainties
 
The responsibility for processing customer activity rests with the Group's clearing firm, StoneX. The broker dealer's clearing and execution agreement provides that StoneX credit losses relating to unsecured margin accounts receivable for the Group's customers are charged back to the Group.
StoneX records customer activity on a settlement date basis, which is generally three business days after the trade date. There is therefore a risk of loss on these transactions in the event of the customer's inability to meet the terms of its contracts, in which case StoneX may have to purchase or sell the underlying financial instruments at the prevailing market prices in order to satisfy its customer related obligations. Any loss incurred by StoneX is charged back to the Group.
The broker dealer, in conjunction with StoneX, controls off balance sheet risk by monitoring the market value and marking securities to market on a daily basis and by requiring adjustments of collateral levels. StoneX establishes margin requirements and overall credit limits for such activities and monitors compliance with the applicable limits and industry regulations on a daily basis.
The RIA utilises multiple levels of risk management to safeguard customer assets, in particular through its business partnerships with global custodial and execution providers such as Charles Schwab and StoneX. As an RIA, it adheres to a regulatory record keeping and reporting regime under the Securities & Exchange Commission (SEC), state and local regulatory bodies and FINRA, where applicable, to protect customer assets and ensure day to day business continuity and stability.  
The Group’s broker dealer and RIA subsidiaries maintain policies relating to their own technology and surveillance capabilities, including written supervisory policies and anti-money laundering procedures. In addition, the Group and its financial partners maintain multiple insurance policies covering fraud, theft, loss and other potential liabilities. The Group also relies on other third party providers for additional financial, compliance and regulatory oversight.
The Group manages its exposure to liquidity risk by using finance leases where appropriate. In addition, the Group took out a COVID-19 Small Business Administration (SBA) support loan of $2,000,000 to help support operational costs during the height of the pandemic. In 2021 $1,677,945 of the loan was forgiven by the bank after the Company met the requirements for the loan to be forgiven. 
The Group has minimised use of formal bank loans where possible by seeking funding from the Directors of Laidlaw & Company (UK) Ltd and by utilising a bank overdraft facility to provide both flexibility and continuity of funding as and when required.
The Group has minimal exposure to interest rate risk because the COVID-19 loan has a fixed rate of interest of 1%.  
Trade debtors primarily represent commission receivable from StoneX. The risks associated with this have been discussed above.
Other trade debtors result from the outsourcing of services. These are managed in respect of credit risk and cash flow by strict Group policies concerning the credit offered to customers and the regular monitoring of amounts outstanding.
Lliquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Page 3

 
LAIDLAW HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Financial key performance indicators
 
The Company is a holding company relying on the activities of its subsidiaries, each of which may be subject to distinct metrics, unique personnel requirements, a certain cyclicality and general market conditions. 
An analysis of these key performance indicators in 2021 shows that gross turnover increased by 15.4% principally driven by a 73.2% increase in Corporate Finance Fee, a 228.2% increase in Wealth Management fees related to the expansion of the Wealth Management division. The increase in Gross Revenues was partially offset by a decrease of 39% in Sales Commission & Credits. The gross profit margin as a percentage of sales of 25.7% decreased from the prior years' gross profit margin of 31.2% primarily related to the revenue mix and the associated commission payouts. The Directors note that the Group reported operating income in 2021 primarily related to the received distribution from Laidlaw Private Equity, because the operating income was largely driven by the distribution from LPE the Directors are satisfied with the performance of the Company’s subsidiaries and new initiatives, particularly in the venture capital and merchant banking efforts, during the year.
 

Other key performance indicators
 
There are no other key performance indicators.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors of the Group have acted in accordance with their duties and obligations set out in statute.
The Board makes decisions in good faith for the long-term benefit of its’ stakeholders which include members, employees, business partners, and the community as a whole.


This report was approved by the board and signed on its behalf.



Mr H Regan
Director

Date: 8 November 2023

Page 4

 
LAIDLAW HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The Directors present their report and the financial statements for the year ended 31 December 2021.

Directors' responsibilities statement

The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activities

The principal activities of the Group in the year under review are that of an auxiliary financial intermediary as well as a financial planning and portfolio manager. A UK subsidiary is regulated by the Financial Conduct Authority, FCA.  The USA based subsidiaries are registered with the Financial Industry Regulatory Authority (FINRA) the largest independent securities regulator in the U.S.A as well as the Securities and Exchange Commissions (SEC).

Results and dividends

The profit for the year, after taxation, amounted to $5,297,876 (2020 - loss $3,016,154).

The Directors have recommended that no dividends be paid this year (2020 - $Nil).

Directors

The Directors who served during the year were:

Mr H Regan 
Mr J Tesei 

Page 5

 
LAIDLAW HOLDINGS LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Future developments

Going forward, Management will continue to focus on growing the business of the broker-dealer subsidiary and expanding the scope of the wealth management practice both organically and through strategic initiatives.  Its private equity subsidiary will continue to be involved in externally managed, special purpose funds devoted to long-term private investments in venture-backed companies while mainlining its current economic interest in the existing family of active funds. Certain opportunities are also being considered between and among its venture capital activities and its fund management initiatives to sponsor focused special purpose vehicles more directly related to its core health care expertise. 
Operationally, it aims to improve efficiencies through prudent expense management, active departmental cooperation and strategic recruitment and team building in a context of planning and corporate diversification. In so doing, the business should benefit from economies of scale and vertical integration of its areas of practice.  

Matters covered in the Group strategic report

The principal risks and uncertainties are not shown in the Directors report as they are shown in the strategic report in accordance with S414C (11) of the Companies Act 2006.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Due to identifying certain non compliant events occurring, FINRA imposed a fine of $400,000 in March 2023. The subsidiary has taken steps to correct their systems to ensure future compliance 

Auditors

Under section 487(2) of the Companies Act 2006Wellden Turnbull Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





Mr H Regan
Director

Date: 8 November 2023

Page 6

 
LAIDLAW HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Laidlaw Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Group operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation. FCA regulations, FINRA regulations and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence. 

The extent to which our procedures are capable of detecting irregularities, including fraud are detailed below:
 
Enquiry of management and those charged with governance as to actual and potential litigation and claims;
 
Enquiry of staff in compliance functions to identify any instances of non-compliance with laws and regulations;
 
Agreeing revenue recognised in the period to supporting audit evidence and assessing the accuracy of revenue recognised based on revenue recognition criteria;
 
Reviewing financial statement disclosures and verification to supporting documentation to assess compliance with applicable laws and regulations;
 
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business.
 


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 9

 
LAIDLAW HOLDINGS LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LAIDLAW HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Robin John FCA CTA (Senior statutory auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ
 

9 November 2023
Page 10

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
Note
$
$

  

Turnover
 4 
35,596,248
30,844,666

Cost of sales
  
(26,446,184)
(21,225,726)

GROSS PROFIT
  
9,150,064
9,618,940

Administrative expenses
  
(13,563,747)
(9,942,319)

Exceptional administrative expenses
 14 
(3,039,800)
-

Other operating income
 5 
2,406,773
1,115,303

Exceptional other operating income
 14 
38,277,907
-

Fair value movements
  
308,952
(1,669,814)

Exceptional other operating charges
 14 
(28,277,830)
(1,500,000)

OPERATING PROFIT/(LOSS)
 6 
5,262,319
(2,377,890)

Income from fixed assets investments
  
1,009
1,135

Interest receivable and similar income
 11 
107
68

Interest payable and similar expenses
 12 
(88,533)
(90,659)

PROFIT/(LOSS) BEFORE TAXATION
  
5,174,902
(2,467,346)

Tax on profit/(loss)
 13 
122,974
(548,808)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR
  
5,297,876
(3,016,154)

  

Foreign exchange movement
  
(1,241)
2,743

OTHER COMPREHENSIVE INCOME FOR THE YEAR
  
(1,241)
2,743

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
5,296,635
(3,013,411)

PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
5,297,876
(3,016,154)

  
5,297,876
(3,016,154)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent Company
  
5,296,635
(3,013,411)

  
5,296,635
(3,013,411)

The notes on pages 19 to 43 form part of these financial statements.

Page 11

 
LAIDLAW HOLDINGS LIMITED
REGISTERED NUMBER:06310081

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
                                                                           Note
$
$

FIXED ASSETS
  

Intangible assets
 15 
429,400
192,941

Tangible assets
 16 
476,422
714,156

Investments
 17 
79,909
72,662

  
985,731
979,759

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 18 
1,803,963
808,847

Debtors: amounts falling due within one year
 18 
5,259,242
4,520,331

Current asset investments
 19 
1,220,073
71,049

Cash at bank and in hand
 20 
2,926,676
2,905,355

  
11,209,954
8,305,582

Creditors: amounts falling due within one year
 21 
(8,523,469)
(10,603,687)

NET CURRENT ASSETS/(LIABILITIES)
  
 
 
2,686,485
 
 
(2,298,105)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
3,672,216
(1,318,346)

Creditors: amounts falling due after more than one year
 22 
(2,586,283)
(2,723,059)

PROVISIONS FOR LIABILITIES
  

Deferred taxation
 25 
-
(37,797)

  
 
 
-
 
 
(37,797)

NET ASSETS/(LIABILITIES)
  
1,085,933
(4,079,202)


CAPITAL AND RESERVES
  

Called up share capital 
 26 
1,648,411
1,801,411

Share premium account
 27 
6,534
6,534

Capital redemption reserve
 27 
2,765,000
2,612,000

Foreign exchange reserve
 27 
(21,552)
(20,311)

Profit and loss account
 27 
(3,312,460)
(8,478,836)

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY
  
1,085,933
(4,079,202)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

Mr H Regan
Director

Date: 8 November 2023

The notes on pages 19 to 43 form part of these financial statements.
Page 12

 
LAIDLAW HOLDINGS LIMITED
REGISTERED NUMBER:06310081

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2021


Page 13

 
LAIDLAW HOLDINGS LIMITED
REGISTERED NUMBER:06310081

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
                                                                           Note
$
$

FIXED ASSETS
  

Tangible assets
 16 
257,968
-

Investments
 17 
4,410,133
4,410,133

  
4,668,101
4,410,133

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 18 
629,610
629,610

Debtors: amounts falling due within one year
 18 
3,482,748
1,245,782

Current asset investments
 19 
515,611
67,411

Cash at bank and in hand
 20 
390
448

  
4,628,359
1,943,251

Creditors: amounts falling due within one year
 21 
(6,702,132)
(6,630,819)

NET CURRENT LIABILITIES
  
 
 
(2,073,773)
 
 
(4,687,568)

TOTAL ASSETS LESS CURRENT LIABILITIES
  
2,594,328
(277,435)

  

Creditors: amounts falling due after more than one year
 22 
(239,800)
-

  

NET ASSETS/(LIABILITIES)
  
2,354,528
(277,435)


CAPITAL AND RESERVES
  

Called up share capital 
 26 
1,648,411
1,801,411

Share premium account
 27 
6,534
6,534

Capital redemption reserve
 27 
2,765,000
2,612,000

Profit and loss account brought forward
 27 
(4,697,380)
(4,548,174)

Profit/(loss) for the year

  

2,763,463
(149,206)

Other changes in the profit and loss account

  

(131,500)
-

Profit and loss account carried forward
  
(2,065,417)
(4,697,380)

SHAREHOLDER FUND'S
  
2,354,528
(277,435)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

Mr H Regan
Director
Date: 8 November 2023

The notes on pages 19 to 43 form part of these financial statements.

Page 14

 

LAIDLAW HOLDINGS LIMITED
 
 
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


$
$
$
$
$
$



At 1 January 2020
1,801,411
6,534
2,612,000
(23,054)
(5,462,682)
(1,065,791)





Loss for the year
-
-
-
-
(3,016,154)
(3,016,154)


Foreign exchange movement
-
-
-
2,743
-
2,743





At 1 January 2021
1,801,411
6,534
2,612,000
(20,311)
(8,478,836)
(4,079,202)





Profit for the year
-
-
-
-
5,297,876
5,297,876


Foreign exchange movement
-
-
-
(1,241)
-
(1,241)


Increase in capital redemption reserve
-
-
153,000
-
-
153,000


Shares redeemed during the year
(153,000)
-
-
-
-
(153,000)


Transfer to/from profit and loss account
-
-
-
-
(131,500)
(131,500)



AT 31 DECEMBER 2021
1,648,411
6,534
2,765,000
(21,552)
(3,312,460)
1,085,933



The notes on pages 19 to 43 form part of these financial statements.

Page 15

 
LAIDLAW HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

$
$
$
$
$


At 1 January 2020
1,801,411
6,534
2,612,000
(4,548,174)
(128,229)



Loss for the year
-
-
-
(149,206)
(149,206)



At 1 January 2021
1,801,411
6,534
2,612,000
(4,697,380)
(277,435)



Profit for the year
-
-
-
2,763,463
2,763,463

Increase in capital redemption reserve
-
-
153,000
-
153,000

Shares redeemed during the year
(153,000)
-
-
-
(153,000)

Transfer to/from profit and loss account
-
-
-
(131,500)
(131,500)


AT 31 DECEMBER 2021
1,648,411
6,534
2,765,000
(2,065,417)
2,354,528


The notes on pages 19 to 43 form part of these financial statements.

Page 16

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
$
$

CASH FLOWS FROM OPERATING ACTIVITIES

Profit/(loss) for the year
5,297,876
(3,016,154)

ADJUSTMENTS FOR:

Amortisation of intangible assets
41,377
12,786

Depreciation of tangible assets
334,302
388,676

Loss on disposal of tangible assets
250,537
-

Government grants
(1,677,945)
-

Interest payable
88,533
90,659

Interest receivable
(107)
(68)

Dividend income
(1,009)
(1,135)

Taxation charge
(122,974)
548,808

Decrease/(increase) in debtors
974,606
(1,961,545)

(Decrease)/increase in creditors
(1,670,231)
1,586,233

Net fair value (gains)/losses recognised in P&L
(308,952)
1,669,814

Corporation tax (paid)
(362,760)
(68,208)

C/A investment value part of sales
(442,766)
(79,077)

Foreign conversion adjustment
(1,241)
2,276

Bad debt provision
3,039,800
-

Shares donated
329,576
-

Discretionary payments-non cash
27,877,829
-

Income in shares
(28,122,729)
-

NET CASH GENERATED FROM OPERATING ACTIVITIES

5,523,722
(826,935)
Page 17

 
LAIDLAW HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


2021
2020

$
$



CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible fixed assets
(277,835)
(205,728)

Purchase of tangible fixed assets
(347,107)
(40,192)

Purchase of unlisted and other investments
-
(5,000)

Purchase of short-term listed investments
-
(675,873)

Sale of short-term listed investments
-
3,510,585

Interest received
107
68

HP interest paid
(6,893)
(33,622)

Dividends received
1,009
1,135

NET CASH FROM INVESTING ACTIVITIES

(630,719)
2,551,373

CASH FLOWS FROM FINANCING ACTIVITIES

Purchase of ordinary shares
(131,500)
-

New secured bank loans
-
2,000,000

Other new loans
1,500,000
-

Repayment of other loans
(277,778)
(333,333)

Repayment of/new finance leases
(164,242)
(340,383)

Interest paid
(81,640)
(57,037)

Loans to third party
(5,749,267)
-

NET CASH USED IN FINANCING ACTIVITIES
(4,904,427)
1,269,247

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(11,424)
2,993,685

Cash and cash equivalents at beginning of year
2,849,281
(144,405)

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
2,837,857
2,849,280


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
2,926,676
2,905,355

Bank overdrafts
(88,819)
(56,075)

2,837,857
2,849,280


Page 18

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


General information

Laidlaw Holdings Limited is a private company, limited by shares, incorporated in England and Wales,
registered number 06310081. The registered office is Albany House, Claremont Road, Esher, Surrey KT10 9FQ. 
The principal place of business is 521 5th Avenue, 12th floor, New York, NY 10175.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

These financial statements are presented in US dollars which is the functional currency of the Group and rounded to the nearest $.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared in accordance with the provisions of FRS102. There have been no material deviations from the standard.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

Page 19

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis as the directors believe that the Company will continue to meet its liabilities as they fall due for a period of at least 12 months from the date of the approval of these financial statements.  In assessing the appropriateness of the going concern basis of preparation the directors have taken into account the key risks of the business, including the uncertainty surrounding the COVID-19 pandemic. In doing so the directors have considered the Company's business model and availability of cash resources.  The directors therefore consider it appropriate to prepare the financial statments on a going concern basis.

 
2.5

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable.

Turnover includes commissions and fees, investment banking fees, placement fees, advisory fees
and underwriting net of syndicate expenses arising from security offerings in which the Group acts
as an underwriter or agent.
 
Commission and clearing charges are recognised on a trade date basis as security transactions
occur.
 
Advisory fees earned from providing merger-acquisition and financial restructuring advice are
recognised when corporate deal complete.
 
Investment banking and placement fees are recognised on the closing date of the transaction.
 
Underwriting fees are recognised at the time the underwriting is complete.
 
Wealth management fees are charged on a quarterly basis in advance.

 
2.6

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 20

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.9

Intangible assets

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Other intangible fixed assets
-
5
years

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Leasehold improvements
-
5
years
Fixtures and fittings
-
5
years
Office equipment
-
5
years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in consolidated statement of comprehensive income.

Page 21

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
Page 22

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.14
Financial instruments (continued)


If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.15

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 23

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.16

Interest income

Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the consolidated statement of comprehensive income in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

 
2.18

Borrowing costs

All borrowing costs are recognised in the consolidated statement of comprehensive income in the year in which they are incurred.

 
2.19

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

On consolidation, the results of UK based operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 24

 
LAIDLAW HOLDINGS LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.20

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 25

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the Directors have had to make judgements, estimates and assumptions that effect the application of policies and reported amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are based on historic experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities. Actual results may differ from these estimates. The judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are:
Legal fee provisions
At the year end where there are legal cases ongoing, the Group takes specialist advice to assess the
expected outcome and settlement. Based upon the information the Group complies with the regulations
on contingent assets and liabilities.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated by applying the straight-line method to its estimated useful life, which in the case of the other intangibles is 5 years.
Estimates of the useful economic life of goodwill are based on a variety of factors such as the expected use of the acquired business, the expected useful life of the cash generating units to which the other intangibles is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses.
 
Debtors
The Company's loans were reviewed by the Directors as at year end and a bad debt provision was made based upon the directors assessment of recoverability.


Page 26

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

4.


Turnover

The Group has five classes of business:


2021
2020
$
$

Commissions and sales credits
18,859,530
20,839,532

Corporate finance income
15,077,632
8,704,266

Trading gains and losses
437,832
100,304

Insurance fees
375,173
547,630

Broker loan comission
846,081
652,933

35,596,248
30,844,665


99% (2020 : 99%) of the turnover is derived from geographical markets outside the UK.


5.


Other operating income

2021
2020
$
$

Other operating income
402,376
253,819

Net rents receivable
29,854
178,618

Chargeback contributions
236,393
240,710

Government grants forgiven
1,677,945
-

Insurance claims receivable
60,205
295,000

Sundry income
-
147,156

2,406,773
1,115,303



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2021
2020
$
$

Depreciation of tangible fixed assets
334,302
388,677

Exchange differences
-
(7,178)

Other operating lease rentals
2,512,205
2,226,504

Goodwill amortisation
41,377
12,786

Page 27

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2021
2020
$
$

Fees payable to the Group auditors and their associates for the audit of Group's annual financial statements
102,346
78,451

Fees payable to the Group auditors and their associates in respect of:

Other services supplied pursuant to such legislation
17,737
13,423

Other services supplied relating to taxation
1,279
1,660

USA auditors assurance fees
97,625
59,223

USA accountancy fees
4,500
-


8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$


Wages and salaries
28,252,687
19,084,244
-
-

Social security costs
891,474
1,050,502
-
-

29,144,161
20,134,746
-
-


The average monthly number of employees, including the Directors, during the year was as follows:



Group
Group
Company
Company
        2021
        2020
        2021
        2020
            No.
            No.
            No.
            No.









Directors
2
2
2
2



Staff
63
70
-
-

65
72
2
2


9.


Directors' remuneration

2021
2020
$
$

Directors' emoluments
315,865
128,068


The highest paid Director received remuneration of $315,865 (2020:  $127,468).

Page 28

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

10.


Income from investments

2021
2020
$
$





Dividends received from unlisted investments
1,009
1,135



11.


Interest receivable

2021
2020
$
$


Other interest receivable
107
68


12.


Interest payable and similar expenses

2021
2020
$
$


Other loan interest payable
81,640
57,037

Finance leases and hire purchase contracts
6,893
33,622

88,533
90,659


13.


Taxation


2021
2020
$
$

Corporation tax


Adjustments in respect of previous periods
(87,816)
-

Foreign tax


Foreign tax on income for the year
2,639
367,567

Deferred tax


Origination and reversal of timing differences
(37,797)
181,241


Taxation on profit / (loss) on ordinary activities
(122,974)
548,808
Page 29

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2020 - higher than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:

2021
2020
$
$


Profit/(loss) on ordinary activities before tax
5,174,902
(2,467,347)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
983,231
(468,796)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
181,032
319,417

Capital allowances for year in excess of depreciation
(63,987)
-

Utilisation of tax losses
37,323
-

Dividend income
-
(216)

Foreign losses carried forward
351,288
225,893

Fair value movement in current asset investments
(147)
302,265

Depreciation not attracting capital allowances
-
53,232

Finance lease adjustments
(192)
-

UK losses carried forward
1,210,956
17,350

Foreign tax relief
(213)
-

Depreication in excess of capital allowances
-
12,407

Profits not taxable in foreign entity
(2,760,452)
-

Super deductions for capital allowances
(1,510)
-

Other differences leading to an increase (decrease) in the tax charge
(62,942)
13,795

Foreign tax payments in excess of UK charges
-
13,322

Other foreign tax paid
2,639
60,139

Total tax charge for the year
(122,974)
548,808


Factors that may affect future tax charges

In March 2021, the Chancellor announced an increase in the corporation tax rate from 19% to 25% with effect from 1 April 2023.

Page 30

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


Exceptional items

2021
2020
$
$



Penalty
400,000
1,500,000

Other operating costs

27,877,830
-

Exceptional other operating charges
28,277,830
1,500,000

Other operating income
(38,277,907)
-

Bad debt provision
3,039,800
-

Subsequent to the year end, the Financial Industry Regulatory Authority (FINRA) conducted a compliance audit of a subsidiary company's accounting records and supervisory systems. Due to identifying certain non compliant events occurring, FINRA imposed a fine of $400,000 in March 2023. The subsidiary has taken steps to correct their systems to ensure future compliance. 
The Company loaned $6,492,624 to Laidlaw Holdings Limited, at the year end the directors have assessed the recoverability of the loan and as a result of this assessment, provided against $3,039,800 of the balance.
In 2021 and as discussed in the strategic report, the Company received distributions from Laidlaw Private Equity LLC. LPE is a passive Member of various external management companies owned by the investors involved in managing a family of special purpose funds focused on long-term private investments in venture-backed private companies.  Certain funds held substantial positions in Airbnb Inc. and Palantir Technologies and were eligible for Carried Interest Allocations based on the Operating Agreements of the respective funds. As a matter of practice, the Carried Interest Allocations are paid in kind in the form of shares held by the respective funds which hold the shares that are liquid and eligible for distribution. LPE is eligible for percentage of such share distributions which it, in turn, allocates to the Trusts that own the parent company pursuant to the Articles of Association and any amendment thereto, and, at the discretion of management, to key employees and other members of the Laidlaw family of companies. The distributions received by LPE are not under the control of LPE and are viewed as non-recurring profit-sharing and, as such, are not treated as turnover in the traditional sense. LPE is not involved in the calculation or determination of such distributions, the explanation for which is reflected on the various Schedule K-1s which they receive from the respective funds.  
 

Page 31

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

15.


Intangible assets

Group





Other intangibles

$



Cost


At 1 January 2021
205,728


Additions
277,835



At 31 December 2021

483,563



Amortisation


At 1 January 2021
12,786


Charge for the year on owned assets
41,377



At 31 December 2021

54,163



Net book value



At 31 December 2021
429,400



At 31 December 2020
192,941



Page 32

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

16.


Tangible fixed assets

Group






Short-term leasehold improvement
Fixtures and fittings
Office equipment
Total

$
$
$
$



Cost or valuation


At 1 January 2021
713,140
1,620,582
684,047
3,017,769


Additions
-
289,417
57,689
347,106


Disposals
(431,654)
(1,245,017)
(470,751)
(2,147,422)



At 31 December 2021

281,486
664,982
270,985
1,217,453



Depreciation


At 1 January 2021
572,739
1,116,918
613,957
2,303,614


Charge for the year on owned assets
55,824
10,486
68,093
134,403


Charge for the year on financed assets
-
199,899
-
199,899


Disposals
(431,654)
(974,592)
(490,639)
(1,896,885)



At 31 December 2021

196,909
352,711
191,411
741,031



Net book value



At 31 December 2021
84,577
312,271
79,574
476,422



At 31 December 2020
140,402
503,664
70,090
714,156

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2021
2020
$
$



Furniture, fittings and equipment
15,203
485,527

Page 33

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

           16.Tangible fixed assets (continued)


Company






Fixtures and fittings

$

Cost or valuation


At 1 January 2021
-


Additions
257,968



At 31 December 2021

257,968



Depreciation


At 1 January 2021
-



At 31 December 2021

-



Net book value



At 31 December 2021
257,968



At 31 December 2020
-







17.


Fixed asset investments

Group





Unlisted investments

$



Cost or valuation


At 1 January 2021
72,662


Revaluations
7,247



At 31 December 2021
79,909




Page 34

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Company





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2021
4,410,133



At 31 December 2021
4,410,133





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Laidlaw & Company (UK) Limited
Auxiliary financial intermediary
Ordinary
100%
Laidlaw & Company International Limited
Auxiliary financial intermediary
Ordinary
100%
Laidlaw Wealth Management LLC
Financial Planning & Portfolio Management
Ordinary
100%
Laidlaw Private Equity LLC
Auxiliary financial intermediary
Ordinary
100%

The registered office for Laidlaw & Company (UK) Limited and Laidlaw & Company International Limited is Albany House, Claremont Lane, Esher, Surrey, KT10 9FQ.
The registered office for Laidlaw Wealth Management LLC and Laidlaw Private Equity LLC is 521 5th Avenue, 12th floor, New York, NY 10175.

Page 35

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

18.


Debtors

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Due after more than one year

Other debtors
1,803,963
808,847
629,610
629,610


Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Due within one year

Trade debtors
331,420
2,011,834
-
-

Amounts owed by group undertakings
-
-
29,923
487,925

Other debtors
4,364,704
1,730,328
3,452,825
757,857

Prepayments and accrued income
563,118
778,169
-
-

5,259,242
4,520,331
3,482,748
1,245,782



19.


Current asset investments

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Listed investments
1,220,073
71,049
515,611
67,411



20.


Cash and cash equivalents

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Cash at bank and in hand
2,926,676
2,905,355
390
448

Less: bank overdrafts
(88,819)
(56,075)
-
-

2,837,857
2,849,280
390
448


Page 36

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Bank overdrafts
88,819
56,075
-
-

Bank loans
82,255
2,000,000
82,255
2,000,000

Other loans
4,057,500
2,835,278
4,057,500
2,835,278

Trade creditors
752,454
524,122
257,968
-

Amounts owed to group undertakings
-
-
548,065
886,735

Corporation tax
6,114
454,051
-
-

Obligations under finance lease and hire purchase contracts
20,411
164,242
-
-

Other creditors
1,901,451
1,355,117
1,630,106
861,402

Accruals and deferred income
1,614,465
3,214,802
126,238
47,404

8,523,469
10,603,687
6,702,132
6,630,819


The finance lease obligations are secured against the furniture and fittings provided to the Group.


The following liabilities were secured:
Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Other loan
2,557,500
2,557,500
2,557,500
2,557,500

2,557,500
2,557,500
2,557,500
2,557,500

Details of security provided:

The $2,557,500 is secured against the public securities held by the Company.


22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Bank loans
239,800
-
239,800
-

Net obligations under finance leases and hire purchase contracts
-
20,411
-
-

Other creditors
748,746
1,031,250
-
-

Accruals and deferred income
1,597,737
1,671,398
-
-

2,586,283
2,723,059
239,800
-




Page 37

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

23.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2021
2020
$
$

Within one year
20,411
164,242

Between 1-5 years
-
20,411

20,411
184,653


24.


Financial instruments

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Financial assets

Financial assets measured at fair value through profit or loss
4,146,749
2,976,404
516,059
67,859


Financial liabilities

Other financial liabilities measured at fair value through profit or loss
88,819
56,075
-
-


Financial assets measured at fair value through profit or loss comprise bank balances and current asset investments.


Other financial liabilities measured at fair value through profit and loss comprise the bank overdraft.


25.


Deferred taxation


Group



2021
2020


$

$






At beginning of year
(37,797)
143,444


Charged to profit or loss
37,797
(181,241)



AT END OF YEAR
-
(37,797)

Page 38

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
25.Deferred taxation (continued)

The deferred taxation balance is made up as follows:

Group
Group
2021
2020
$
$

Accelerated capital allowances
-
37,797

Page 39

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

26.


Share capital

2021
2020
$
$
Allotted, called up and fully paid



2,550,020 (2020 - 2,550,020) Ordinary A shares of $0.203740 each
519,541
519,541
2 (2020 - 2) Ordinary B shares of $50,935.000000 each
101,870
101,870
1,027 (2020 - 1,180) Preferred shares of $1,000.000000 each
1,027,000
1,180,000

1,648,411

1,801,411


The Ordinary A and B shares carry voting rights, the preferred shares carry no voting rights.
The Ordinary A & B shares rank equally for dividend distribution apart from the Ordinary B shares shall from time to time be entitled to a dividend equivalent to 32% of backend interests in priority to Ordinary A shares.
The Preferred shares carry the right to convert into Ordinary A shares at a conversion price of $750 per share. When there are profits available for distribution and resolved to be distributed, the preferred shares will receive a 6% dividend prior to dividends paid on ordinary shares.
During 2021 153 of the Preferred shares were redeemed and the capital redemption reserve increased by $153,000.


27.


Reserves

Share premium account

The share premium account comprises the amounts paid above and beyond the par value of the shares in issue.

Capital redemption reserve

This is a statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a Company's own shares.

Foreign exchange reserve

This reserve represents the cumulative exchange difference arising from converting the subsidiaries reported in pounds into dollars.

Profit and loss account

The profit and loss account comprises retained earnings to date.

28.


Analysis of net debt




At 1 January 2021
Cash flows
At 31 December 2021
$

$

$

Cash at bank and in hand

2,905,355

21,321

2,926,676

Bank overdrafts

(56,075)

(32,744)

(88,819)

Page 40

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

28.Analysis of net debt (continued)

Debt due after 1 year

-

(239,800)

(239,800)

Debt due within 1 year

(4,835,278)

695,523

(4,139,755)

Finance leases

(184,654)

164,243

(20,411)

Liquid investments

71,049

1,149,024

1,220,073


(2,099,603)
1,757,567
(342,036)


29.


Contingent liabilities

The Group has been named as a defendant in a number of actions relating to its activities as a broker-dealer including civil actions and arbitration. From time to time, the Group is also involved in  proceedings and investigations by self-regulatory organisations. Although the ultimate outcome of these matters involving the Group cannot be predicted with certainty, in the opinion of the Directors, the Group has meritorious defences to all such actions and intends to defend each of these actions vigorously. It is therefore the opinion of the Directors that the ultimate resolution of such actions will have no material adverse effect on the Group's financial condition.


30.


Commitments under operating leases

At 31 December 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2021
2020
$
$

Not later than 1 year
1,952,049
1,577,531

Later than 1 year and not later than 5 years
6,950,232
6,299,712

Later than 5 years
5,122,492
6,644,966

14,024,773
14,522,209

31.


Transactions with directors

At the year end a director of the Company had loaned the Company $1,500,000 (2020 - $Nil). The loan is interest free and repayable on demand.

Page 41

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

32.


Related party transactions

The Company has taken advantage of FRS102 section 33 paragraph 1A not to disclose transactions
with wholly owned Group members.
During the year, loans of $225,000 (2020 - $85,000) were made to a director of a subsidiary. The loans were repayable on demand and interest free. $52,500 was repaid during the year with the balance written off by the year end.

During the year, loans of $785,575 (2020 - $50,000) were made to a director of a subsidiary. The loans were repayable on demand and interest free. $52,500 was repaid during the year with the balance written off by the year end.
At the year end a director of a subsidiary company had loaned the Company $699,802 (2020 - $211,402). The loan is interest free and repayable on demand.
A  director of a subsidiary company has a loan balance owed by the Company of $2,557,500 (2020 - $2,557,500) . The loan was repayable on the 18 December 2021, however the Company took the option to extend the loan for further 12 months. Interest is accruing at 6% and is repayable when the loan expires. The Director waived the interest accruing from the inception of the loan  to 31 December 2021. The director also has an informal loan of $650,000 loaned to the Company (2020 - $650,000). This loan is repayable on demand and interest free.
During the year, the Company received $1,311,017 from and made payments of $7,060,284 to Laidlaw Holdings LLC, which is owned by two directors of a subsidiary company. At the year end the LLC owed the  Company $6,492,625 (2020 -  $743,357). A provison of $3,039,800 has been made against the balance as at the year end. The loan is interest free and repayable on demand.
Compensation due to key management personnel totalled $4,004,512 (2020 - $2,022,640)

Page 42

 
LAIDLAW HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

33.


Post balance sheet events

Due to identifying certain non compliant events occurring, FINRA imposed a fine of $400,000 in March 2023. The subsidiary has taken steps to correct their systems to ensure future compliance 


34.


Controlling party

There is no ultimate controlling party.
The consolidated financial statements are available from Companies House at Crown Way, Cardiff, CF14
3UZ.


Page 43