Scholium Group plc

(“Scholium” or the “Company”)

Dividend Timetable

On 15 December 2014, Scholium announced that it would pay an interim dividend of 0.5p to shareholders on its register on 16 January 2015.  The Company’s shares will become ex-dividend on 15 January 2015 and payment will be made on 30 January 2015.

For further information, please contact:

Scholium Group plc Philip Blackwell, Chief Executive Officer Simon Southwood, Chief Financial Officer	+44 (0)20 7493 0876
WH Ireland Ltd – Nominated Adviser Chris Fielding / Mark Leonard	+44 (0)20 7220 1666
Whitman Howard Ltd – Broker Ranald McGregor-Smith / Niall Devins	+44 (0)20 7087 4550

Scholium Group plc

Interim report and Financial Statements

9 December 2015

The directors of Scholium Group plc (“Scholium”, the “Company” or, together with its subsidiaries, the “Group”) present their report and financial statements for the company for the six months ended 30 September 2015.

Financial Highlights

• Revenue of £3.3 million (2014: £2.4 million) up 38.0%
• Gross profit of £1.1 million (2014: £0.9 million) up 19.7%
• EBITDA[1] of £45k (2014: -£215k)
• Return to profitability in our continuing businesses

 

Operational Highlights

• Careful management of costs
• Development of Shapero Rare Books and Shapero Modern Brands
• Scholium Trading increasingly recognised in the industry
• Completion of the sale of South Kensington business, a retailer of modern books

 

Jasper Allen, Chairman of Scholium, noted “The international political instability of the last twelve months which impacted a number of established customers created a challenge for the management team, but we are delighted that they have responded admirably and managed to reposition stock, increase revenue and gross profits, reduce the cost base and return the business to operational profitability.  The performance of the business over the first six months and the start of the second half is encouraging and we look forward to the prospects of the second half of the year.”

For further information, please contact

Scholium Group plc Jasper Allen, Chairman Simon Southwood, Finance Director	+44 (0) 20 7493 0876 info@scholiumgroup.com
WH Ireland (Nomad & Broker) Chris Fielding/Mark Leonard	+44 (0) 20 7220 1666

Business Review

Scholium Group companies are involved primarily in the trading and retailing of books and other works on paper, as well as dealing in rare and collectible items in the wider art market.

The group of businesses comprises:

• Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, located in Mayfair, London; and
• Scholium Trading, a company set up to trade in conjunction with other dealers in high value rare and collectible items.

Revenue Streams

The Group earns revenue from:

• the sale of rare books and works on paper through Shapero Rare Books; and
• the sale of other rare and collectible items through Scholium Trading.

Key objectives and key performance indicators (KPIs)

The Group’s strategy is to:

• maintain the antiquarian stock and grow the trade of Shapero Rare Books including development of its Modern prints department; and
• continue to develop Scholium Trading by trading alongside other dealers in high value, rare and collectible items and by participating in the acquisition for onward sale of large consignments.

The directors intend to provide an attractive level of dividends to shareholders along with stable asset-backed growth driven by the markets in which the Group operates.

Our current principal KPIs are:

• gross margin, EBITDA, earnings per share;
• the breadth and distribution of the stock of assets held by the Group;
• stock turnover; and
• various key risk indicators including capital resources, portfolio allocation and cash.

Performance Review

Overall Performance

The Group has shown a 38% growth in revenue and, concomitantly with careful management of costs, has shown an encouraging return to profitability for the continuing businesses.

The Group has benefitted from the sale, completed in April 2015, of the South Kensington business as well as the decision to diversify the Group’s stock into areas that are less susceptible to international political risk; and Scholium Trading is starting to generate the type of return we intended.

The comparative figures for the six months ended 30 September 2014 presented below have been restated to exclude the contribution of the former South Kensington business.  This enables a truer like for like comparison to be made.

In the six months under review, the team at Shapero Rare Books successfully repositioned the stock in order to focus it on areas which are thought to be more resilient and of greater interest to the newer generation of book collectors, whilst not forgetting the Group’s traditional expertise in Travel, Natural History and Russian materials. This exercise led to the sale of some of the stock at lower margins than normal, but will be of greater benefit to the business in the future.

The two newer activities in the Group — Shapero Modern, which sells modern prints, and Scholium Trading are also beginning to show signs that early expectations can be met: they contributed 7.1% and 13.5% to Group turnover respectively.

At the operational level, the business was profitable for the first six months, helped significantly by more careful expenditure on marketing in Shapero Rare Books and management of Central Costs.

• Overall Performance (all figures £000 unless otherwise noted)

	Six months ended September			Variance
	2015	2014 (Restated)
Revenue	3,320	2,406		38.0%
Gross Profit	1,107	925		22.2%
Gross Margin	33.3%	38.4%		-5.1%
Direct Costs	(116)	(160)		-27.5%
Administration Costs	(961)	(1,002)		-4.1%
EBITDA	45	(215)
Stock	7,420	6,488
Cash	1,619	2,634
Net Asset Value	10,159	10,538
NAV/Share (pence)	74.70	78.65

 

The table below breaks down performance of the group by department.  The growth in contribution by Scholium Trading is notable, as well as the management of unallocated costs, which are largely made up of central costs and group overhead.

• Breakdown of EBITDA by Department (all figures £’000)

	Six months ended September			Variance
	2015	2014 (Restated)
Revenue
Shapero Rare Books	2,857	2,395		19.3%
Scholium Trading	463	11
	3,320	2,406		38.0%
EBITDA
Shapero Rare Books	86	(1)
Scholium Trading	147	5
Unallocated	(188)	(219)
	45	(215)

 

Shapero Rare Books

In the first six months of the financial year, the focus of the business was to grow sales and profitability with a view to moving part of the stock and trade of Shapero Rare Books into areas which are more attractive for the modern collector.  This drive to increase sales paid off and the business is well positioned for the second half of the financial year.  Gross Profit has increased in the division at the expense of the gross margin which was 33.1% as compared to 37.6% for the equivalent period in the 2014/15 financial year.  The modern prints department continues to perform to expectations.

• Shapero Rare Books KPIs (all figures £’000 unless otherwise noted)

	Six months ended September			Variance
Revenue	2015	2014
Own Stock	2,846	2,370		20.1%
Commission	11	25		-56.0%
	2,857	2,395
Gross Profit
Own Stock	941	890		5.7%
Commission	11	25		-56.0%
	952	915
Gross margin
Own Stock	33.1%	37.6%
Own Stock + Commission	33.3%	38.2%
EBITDA	86	(1)
Stock Value	6,911	6,274		10.1%

 

Scholium Trading

Scholium Trading trades alongside other third party dealers in rare and collectible goods.  We were encouraged by the performance of the division over the period as it generated a gross profit of £155k from c. £308k of stock (ROI ranging from 5.7% to 137.1%).  At the period end the division held £509k of stock alongside five third-party dealers.

• Scholium Trading KPIs (all figures £000 unless otherwise noted)

	Six months ended September
	2015	2014
Revenue
Own Stock	463	–
Commission	0	11
	463	11
Gross Profit
Own Stock	155	–
Commission	0	11
	155	11
Gross Margin
Own Stock + Commission	33.4%	100.0%
EBITDA contribution	147	5
Stock Value	509	214

 

Financial Position & Cashflow

The group remains very well capitalised. On 30 September 2015 the Group had a strong balance sheet with cash balances of £1.62 million (30 September 2014: £2.63 million) and stock of £7.4 million (30 September 2014: £6.5 million). These supported Net Assets of £10.2 million (30 September 2014: £10.5 million).  The Group had no debt but has a £0.5 million facility with Coutts.

Outlook

The international political instability of the last twelve months which impacted a number of established customers created a challenge for the management team, but we are delighted that they have responded admirably and managed to reposition stock, increase revenue and gross profits, reduce the cost base and return the business to operational profitability.  The performance of the business over the first six months and the start of the second half is encouraging and we look forward to the prospects of the second half of the year.

Key Risks

Like all businesses, the Group faces risks and uncertainties that could impact on the Group’s strategy. The Board recognizes that the nature and scope of these risks can change and regularly reviews the risks faced by the Group and the systems and processes to mitigate such risks.

The principal risks and uncertainties affecting the continuing business activities of the Group were outlined in detail in the Strategic Report section of the annual report covering the year ended 31 March 2015.

In preparing this interim report for the six months ended 30 September 2015, the Board has reviewed these risks and uncertainties and considers that there have been no changes since the publication of the 2015 Annual Report.

 

Independent Review Report to Scholium Group plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 30th September 2015 which comprises the condensed consolidated statement of comprehensive income, the consolidated statement of changes in equity, the condensed consolidated statement of financial position and the consolidated statement of cash flows and the related explanatory notes.  We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement.  Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Directors’ Responsibilities

The interim report is the responsibility of, and has been approved by, the directors.  The directors are responsible for preparing the interim report in accordance with the AIM rules.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IRFSs as adopted by the EU.  The condensed set of financial statements included in this interim report has been prepared in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU.

Our Responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK.  A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.  A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.  Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30th September 2015 is not prepared, in all material respects, in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU and the AIM rules.

 

 

---

A K Bahl BA FCA

For and on behalf of Wenn Townsend

Chartered Accountants

Oxford

United Kingdom

8 December 2015

Consolidated statement of total comprehensive income (unaudited)

		Six-month	Six-month	Year
		period ended	period ended	ended
		(Unaudited)	(Unaudited)	(Audited)
			Restated
		30 Sept	30 Sept	31 Mar
		2015	2014	2015
	Note	£000	£000	£000
Revenue	3	3,320	2,406	5,166
Cost of Sales		(2,213)	(1,481)	(3,273)
Gross profit		1,107	925	1,893
Distribution costs		(116)	(160)	(268)
Administrative expenses		(961)	(1,002)	(2,148)
Exceptional items:
Loss of office	4	(24)	–	–
Share-based payment schemes		–	(19)	–
Total  administrative expenses		(985)	(1,021)	(2,148)
Profit/(Loss) from operations		6	(256)	(523)
Financial income		1	–	–
Financial expenses		(1)	(6)	(6)
Profit/(loss) before taxation		6	(262)	(529)
Income tax credit/(expense)	5	–	47	29
Profit/(Loss) for the year from continuing operations		6	(215)	(500)
Discontinued operations
Profit for the year from discontinued operations		–	27	24
Profit/(loss) on sale of discontinued operations	6	(10)	–	–
Profit/(Loss) for the year and total comprehensive income attributable to equity holders of the parent company		(4)	(188)	(476)
Basic and diluted profit/(loss) per share:
From continuing operations – pence	7	0.04	(1.60)	(3.71)
From discontinued operations – pence		(0.07)	0.20	0.18
Total Diluted (loss)/profit per share – pence		(0.03)	(1.40)	(3.53)

 

 

 

 

 

 

 

Consolidated statement of financial position

		30 Sept	30 Sept	31 Mar
		2015	2014	2015
		£000 (unaudited)	£000 (unaudited)	£000 (audited)
Assets
Non-current assets
Property, plant and equipment		79	108	92
Deferred corporation tax asset		280	305	280
		359	413	372
Current assets
Inventories		7,420	6,488	7,471
Trade and other receivables	8	1,890	1,866	1,694
Cash and cash equivalents		1,619	2,634	2,122
		10,929	10,988	11,287
Assets of disposal group classified as held for sale		–	327	162
Total assets		11,288	11,728	11,821
Current liabilities
Trade and other payables	9	1,129	882	1,634
Current corporation tax liabilities		–	7	–
Total current liabilities		1,129	889	1,634
Liabilities of disposal group classified as held for sale		–	301	24
Total liabilities		1,129	1,190	1,658
Net assets		10,159	10,538	10,163
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares		136	136	136
Share Premium		9,516	9,516	9,516
Merger reserve		82	82	82
Retained earnings		425	804	429
Total equity		10,159	10,538	10,163

 

These interim financial statements were approved by the Board of Directors on 8 December 2015 and signed on its behalf by Simon Southwood

 

 

 

 

 

 

 

 

 

Statement of changes in equity		Share	Share	Merger	Retained	Total
		Capital	Premium	Reserve	earnings	equity
		£000	£000	£000	£000	£000
Balance at 1 Apr 2014		132	9,458	82	1,109	10,781
Loss for the period		–	–	–	(188)	(188)
Total comprehensive income for the period		–	–	–	(188)	(188)
Shares issued in the period		4	58			62
Share-based payments					19	19
Dividends paid					(136)	(136)
Total contributions by owners of the parent		4	58		(117)	(55)
Balance at 30 Sept 2014		136	9,516	82	804	10,538
Profit/(loss) for the period		–	–	–	(375)	(375)
Total comprehensive income for the period		–	–	–	–	–
Shares issued in the period
Share issue expenses		–	–	–	–	–
Share-based payments		–	–	–	–	–
Total contributions by owners of the parent		–	–	–	–	–
Balance at 31 March 2015		136	9,516	82	429	10,163
Balance at 1 Apr 2015		136	9,516	82	429	10,163
Profit/(loss) for the period		–	–	–	(4)	(4)
Total comprehensive income for the period		–	–	–	(4)	(4)
Shares issued in the period
Share-based payments		–		–	–	–
Dividends paid		–	–	–	–	–
Total contributions by owners of the parent		–	–	–	–	–
Balance at 30 September 2015		136	9,516	82	425	10,159

 

Consolidated statement of cash flows
		30 Sept	30 Sept	31 Mar
		2015	2014	2015
		£000	£000	£000
Cash flows from operating activities
(Loss)/profit before tax		(4)	(235)	(505)
Depreciation of property, plant and equipment		15	22	44
Amortisation of intangible assets		–	4	8
(Profit)/loss on disposal of discontinued operation		18	–	–
Interest payable		–	6	–
Share-based payment credit		–	19	–
		29	(184)	(453)
Decrease/(increase) in inventories		51	(1,938)	(2,930)
Decrease/(increase) in trade and other receivables		(196)	100	102
Increase/(decrease) in trade and other payables		(505)	(2,156)	(1,639)
Net cash generated from operating activities		(621)	(4,178)	(4,920)
Cash flows from investing activities
Purchase of property, plant and equipment		(2)	(33)	(38)
Interest received		–	–	–
Disposal of discontinued operation		120	–	–
Net cash used in investing activities		118	(33)	(38)
Cash flows from financing activities
Proceeds from the issuance of ordinary shares		–	62	62
Share issue expenses		–	–	–
(Repayment)/receipt of shareholder loans		–	(533)	(350)
Dividends paid		–	(136)	(204)
Interest paid		–	(6)	(6)
Net cash (used)/generated from financing activities		–	(613)	(498)
Net increase/(decrease) in cash and cash equivalents		(503)	(4,824)	(5,456)
Cash and cash equivalents at the beginning of the year		2,122	7,578	7,578
Cash and cash equivalents at the end of the year		1,619	2,754	2,122
Cash and cash equivalents- continuing operations		1,619	2,634	2,122
Cash and cash equivalents- discontinued operations			120
		1,619	2,754	2,122

 

 

 

 

 

 

 

 

 

 

 

 

1. General information

Scholium Group plc and its subsidiaries (together ‘the Group’) are engaged in the trading and retailing of rare and antiquarian books and works on paper primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office is 32 St George Street, London W1S 2EA.

 

2. Basis of preparation

These condensed interim financial statements of the Group for the six months ended 30 September 2015 (the ‘Period’) have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group’s latest audited financial statements for the year ended 31 March 2015. Amendments made to IFRSs since 31 March 2015 have not had a material effect on the Group’s results or financial position for the six-month period ended 30 September 2015. While the financial figures included within this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as set out in International Accounting Standard 34 Interim Financial Reporting. These condensed interim financial statements have not been audited, do not include all of the information required for full annual financial statements, and should be read in conjunction with the Group’s consolidated annual financial statements for the year ended 31 March 2015. The auditors’ opinion on these Statutory Accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

 

3. Revenue

		30 Sept	30 Sept	31 Mar
		2015	2014	2015
		£000	£000	£000
Book Sales		3,309	2,369	5,057
Commissions		11	25	81
Other income		–	12	28
		3,320	2,406	5,166

 

 

4. Exceptional items

The group settled a sum of £24,000 on Philip Blackwell in compensation for his loss of office.

 

 

 

 

 

 

 

 

 

5. Income Tax

			30 Sept	30 Sept	31 Mar
			2015	2014	2015
			£000	£000	£000
	Current tax (credit)/expense
	Current tax		–	1	(7)
	Deferred tax
	Origination and reversal of temporary differences		–	(48)	(22)
	Total tax expense		–	(47)	(29)
	Attributable to continuing operations		–	(47)	(29)
	Attributable to discontinuing operations		–
	Total tax expense		–	(47)	(29)

 

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

			30 Sept	30 Sept	31 Mar
			2015	2014	2015
			£000	£000	£000
	Profit/(loss) before tax		(4)	(235)	(505)
	Applied corporation tax rates:		20.00%	20.00%	20.00%
	Tax at the UK corporation tax rate of 20%:		–	(47)	(101)
	Expenses not deductible for tax purposes		–	–	6
	Utilisation of previously unrecognised tax losses			–	–
	Origination and reversal of temporary differences		–	–	66
	Current tax charge		–	(47)	(29)

 

 

6. Sale of Discontinued Operations

On 2 April 2015 the Group announced the sale of its South Kensington operations, South Kensington Books and the Ultimate Library, to a company controlled by Philip Blackwell a director of the company, for an aggregate consideration of £137,526. The resulting profit on the sale after the disposal of the assets before professional fees was approximately £6,000 but, after associated legal and professional costs, the sale resulted in a net loss of £10,869.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7. Earnings/(Loss) per Share

 

	Parent undertaking only		30 Sept	30 Sept	31 Mar
			2015	2014	2015
			£000	£000	£000
	Profit/(loss) used in calculating basic and diluted earning per share		6	(215)	(500)
	Profit from discontinued operation		(10)	27	24
			(4)	(188)	(476)
	Number of shares
	Weighted average number of shares for the purpose of basic and diluted earnings per share		13,600,000	13,399,070	13,498,165
	Basic (loss)/earnings per share from continuing operations (pence per share)		0.04	(1.60)	(3.71)
	Basic (loss)/earnings per share from discontinued operations (pence per share)		(0.07)	0.20	0.18
	Total basic and diluted earnings per share – pence		(0.03)	(1.40)	(3.53)

 

 

Basic earnings per share amounts are calculated by dividing net (loss)/profit for the year or period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

 

The Company has 704,000 potentially issuable shares all of which relate to share options issued in the year ended 31 March 2015 all of which have a strike price of 100p per share.  As a consequence, the basic and fully diluted number of shares in issue are equal.

 

No new shares were issued during the period, and the Company had 13.6 million shares in issue at the end of the period.

 

 

8. Trade and Other Receivables

	30 Sept	30 Sept	31 Mar
	2015	2014	2015
	£000	£000	£000
Trade debtors	1,551	1,350	1,164
Other debtors	28	200	221
Prepayments and accrued income	311	316	309
	1,890	1,866	1,694

 

 

9. Trade and Other Payables

	30 Sept	30 Sept	31 Mar
	2015	2014	2015
	£000	£000	£000
Trade creditors	754	595	1,136
Other taxes and social security	33	32	37
Accruals and deferred income	184	79	363
Other creditors	158	176	98
	1,129	882	1,634

 

[1] Earnings before interest, tax, depreciation and amortization stated for continuing operations before exceptional costs

Scholium Group plc

Interim Report & Financial Statements

30 November 2016

 

The directors of Scholium Group plc ("Scholium",
the "Company" or, together with its subsidiaries, the
"Group") present their report and financial statements for the Group
for the six months ended 30 September 2016.

During the period under review, the business suffered from a
slowdown in material discretionary purchases by customers in the three months surrounding
the UK referendum on EU membership.  This slowdown caused sales in May, June
and July to be poor, but in August and September there was renewed interest in
stock, particularly from non-Sterling buyers.   In addition, weaker
Sterling has made it more attractive to sell some items by auction in the USA. Numerous
items, both valuable and less valuable, have been placed into carefully
selected auctions, which should benefit the results, and cash, for the second
half of the financial year.

The pick-up in sales has continued since 30 September.
Nevertheless the board is taking action to reduce both the size of its operating
costs and stock of rare books.  Annualised savings of approximately £320,000
have been identified and are in the process of being implemented. Furthermore,
an orderly but accelerated process to realise a segment of book and print stock
has commenced.

Financial Summary

Six months ended September (all figures £’000)	2,016	2,015	Change
Revenue	2,127	3,320	-36%
Gross Profit	903	1,107	-18%
Gross Margin	42%	33%	9%
Pre-Tax (Loss) / Profit	(239)	6	n/a
Cash	1,154	1,619	-29%
Net Asset Value	9,908	10,159	-2%
NAV/Share	72.8p	74.7p

 

Jasper Allen, Chairman of Scholium, noted “We are
disappointed to have incurred a loss of £239,000 in the first half of the year,
particularly due to concerns over the referendum period, but we are encouraged
that sales are showing signs of improvement.  The cost savings we are
implementing as well as the stock optimisation programme will deliver a leaner,
more effective business for shareholders.

“We remain encouraged by the improved level of sales since
August and are focussing our efforts on delivering the best result possible for
the full year.”

For
further information, please contact:

Scholium Group plc Jasper Allen, Chairman Simon Southwood, Chief Financial Officer	+44 (0)20 7493 0876
WH Ireland Ltd – Nominated Adviser Chris Fielding/Nick Prowting	+44 (020) 7220 1666

Business Review

Scholium Group companies are involved
primarily in the trading and retailing of antiquarian books and other works on
paper, as well as dealing in rare and collectible items in the wider art
market.

The group of businesses comprises:

•                    
Shapero Rare Books, a dealer in rare and
antiquarian books and works on paper, located in Mayfair, London; and

•                    
Scholium Trading, a company set up to trade in
conjunction with other dealers in high value rare and collectible items.

Revenue Streams

The Group earns revenue from:

•                    
the sale of rare books and works on paper
through Shapero Rare Books; and

•                    
the sale of other rare and collectible items
through Scholium Trading.

Key objectives and key performance indicators (KPIs)

The Group’s strategy is to:

•                    
Increase the profitable trade of Shapero Rare
Books;

•                    
optimise the level of antiquarian stock whilst
maintaining the trade of Shapero Rare Books; and

•                    
continue to develop Scholium Trading by trading
alongside other dealers in high value rare and collectible items and by
participating in the acquisition for onward sale of large consignments.

The Directors intend, in due course, to
provide an attractive level of dividends to shareholders along with stable
asset-backed growth driven by the markets in which the Group operates.

Our current principal KPIs are:

•                    
gross margin, EBITDA, earnings per share;

•                    
the breadth and distribution of the stock of rare
books held by the Group;

•                    
stock turnover; and

•                    
various key risk indicators including capital
resources, portfolio allocation and cash.

Performance Review

Overall Performance

The Group struggled in the first quarter of the current financial
year.  Whilst its core business slowed, there was a perception that
customers were delaying material acquisitions around the period of the UK
referendum on EU membership.  After the referendum, the business broadly
performed to expectations.

This weakness materially affected performance for the 6
months under review as a whole.  Turnover decreased by 36% compared to the
same period in the prior year.  However, as announced on 13 October, the
business has been successful in increasing its margins, with the result that
Gross Profit decreased by only 18% to £903k (2015: £1,107k).  

Costs increased by 6% compared to the prior year to £1,142k
(2015: £1,077k).  The increase is largely due to increased spend on
marketing, reflecting a desire at the end of March 2016 to support growth of
the rare books business.  This is also reflected in the change in stock
value year-on-year; stock increased 6% to £7,879k (2015: £7,420k). 

The Group result for the six months was a loss before tax of
£239k (2015: profit of £30k).

Six months ended September (all figures £’000)	2,016	2,015	Change
Revenue	2,127	3,320	-36%
Gross Profit	903	1,107	-18%
Gross Margin	42%	33%	9%
Direct Costs	(141)	(116)	22%
Administrative Expenses	(1,007)	(961)	4%
Pre-Tax (Loss) / Profit	(239)	30	n/a
Stock	7,879	7,420	6%
Cash	1,154	1,619	-29%
Net Asset Value	9,908	10,159	-2%
NAV/Share	72.8 p	74.7p

 

Financial Position & Cashflow

The Group retains a strong balance sheet.  Net assets
of £9,908k (2015: £10,159k) are supported by £7,879k of Stock (2015: £7,420k)
and £1,154k of cash (2015: £1,619k).  This equates to 72.8p of net assets
per share (2015: 74.7p).

Group Strategy

Your board has recognised that the performance of the
business does not justify its relatively high fixed cost base; and that
applying capital to grow the asset base of the book dealership has not
delivered the expected return on capital.  As such, we are taking steps to
reduce the cost base — approximately £320,000 of annualised savings have been
identified across the business and are in the process of being implemented.
Furthermore, an orderly but accelerated process to realise a segment of book
and print stock has been commenced.

Shapero Rare Books & Shapero Modern

The Shapero brand trades out of the St. George Street
premises.  It includes Shapero Rare Books and Shapero Modern.  The
bulk of the trade, through Shapero Rare Books, is in rare and antiquarian books
and works on paper.  Shapero Modern is a newer brand which was set up in
2014 to participate in the increasingly large international trade in modern and
contemporary prints.

At 30 September, the Group had allocated capital of £8,085k
(2015: £7,238k) to the Shapero brand.  Of this, approximately £425k is
attributable to Shapero Modern. 

In the first six months of the year performance from the
Shapero brand suffered primarily in the run-up to the UK referendum on EU
membership.  Turnover fell by 32% as compared to the prior-year period to
£1,929k (2015: 2,856k) albeit partly offset by an enhanced gross margin of 41%
(2015: 33%).  The loss incurred by this division for the first six months
of the financial year was £186k (2015: profit of £38k).

Six months ended September (all figures £’000)	2016	2015	Change
Revenue	1,929	2,856	-32%
Gross Profit	788	951	-17%
Gross Margin	41%	33%	8%
Pre-Tax (Loss) / Profit	(186)	38	n/a

 

Approximately £280,000 of annualised savings have been
identified in this business which, the board believes, can be implemented
without a material reduction in operating profitability.  Some of these
costs are contractual and will take time to be implemented whilst others are
purely discretionary and have been executed in each case at negligible cost. 

The Shapero Modern brand is currently under review. Whilst
it provides a valuable gross profit contribution to the business, it is
expensive to operate and occupies valuable prime West End floorspace.

Scholium Trading

Scholium Trading was set up to trade alongside third party
dealers in rare and collectible items.  It typically trades in
larger-value items and shows a lumpier, but higher margin revenue stream. Scholium
Trading had approximately £975k of capital allocated to it as at 30 September
2016 (2015: £1,035k).  We do not allocate any costs to the business, but its
capital makes a material contribution to the overall profitability of the
business.

Whilst the lumpy nature of revenue resulted in first half
sales of £197k (2015: £463k), a higher gross margin of 58% (2015: 33%) was
achieved. This meant that the decrease in Gross Profit was limited to 26%,
equivalent to £114k (2015: £155k).

Six months ended September (all figures £’000)	2016	2015	Change
Revenue	197	463	-57%
Gross Profit	114	155	-26%
Gross Margin	58%	33%	25%
Pre-Tax Profit	103	141	-27%

 

Central Costs

The Central Costs of the business include all board
directors (no costs are allocated to subsidiaries) and the various incremental
costs associated with the AIM listing.  In the six months ended 30
September 2016 these costs fell by 10% to £157k (2015: £174k) as compared to
the prior year.  More than £40,000 (part of the £320,000 from above) of
annualised cost savings has been identified, and is being implemented.

Summary Performance, Central Costs

Six months ended September (all figures £’000)	2016	2015	Change
Pre-Tax (Loss)	(157)	(174)	-10%

 

Outlook

We are pleased that the improved trading first noted in
August continues. We are confident that rationalising the Shapero brands and
converting many of the fixed costs to variable costs will deliver a business
which can be more reliable when trading through adverse conditions and will be
better aligned with the interests of shareholders. It remains, at this stage,
too early to assess whether the outcome for the full year will meet market
expectations.

Key Risks

Like all businesses, the Group faces risks
and uncertainties that could impact on the Group’s strategy. The Board
recognizes that the nature and scope of these risks can change and regularly
reviews the risks faced by the Group and the systems and processes to mitigate
such risks.

The principal risks and uncertainties
affecting the continuing business activities of the Group were
outlined in detail in the Strategic Report section of the annual report
covering the full year ended 31 March 2016.

In preparing this interim report for the
six months ended 30 September 2016, the Board has reviewed these risks and
uncertainties and considers that there have been no changes since the
publication of the 2016 Annual Report.

 

 

Independent Review Report to Scholium Group plc

Introduction

We have been engaged by the
company to review the condensed set of financial statements in the interim
report for the six months ended 30th September 2016 which comprises the
condensed consolidated statement of comprehensive income, the consolidated
statement of changes in equity, the condensed consolidated statement of
financial position and the consolidated statement of cash flows and the related
explanatory notes.  We have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set of financial
statements.

This report is made solely to the
company in accordance with the terms of our engagement.  Our review has
been undertaken so that we might state to the company those matters we are
required to state to it in this 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 for our review work, for this report, or for the
conclusions we have reached.

Directors’ Responsibilities

The interim report is the
responsibility of, and has been approved by, the directors.  The directors
are responsible for preparing the interim report in accordance with the AIM
rules.

As disclosed in note 2, the
annual financial statements of the Group are prepared in accordance with IRFSs
as adopted by the EU.  The condensed set of financial statements included
in this interim report has been prepared in accordance with the recognition and
measurement requirements of IFRSs as adopted by the EU.

Our Responsibility

Our responsibility is to express
to the company a conclusion on the condensed set of financial statements in the
interim report based on our review.

Scope of Review

We conducted our review in
accordance with International Standard on Review Engagements (UK and Ireland)
2410 Review of Interim Financial Information Performed by the Independent
Auditor of the Entity issued by the Auditing Practices Board for use in the
UK.  A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures.  A review is
substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit.  Accordingly, we do not
express an audit opinion.

Conclusion

Based on our review, nothing has
come to our attention that causes us to believe that the condensed set of
financial statements in the interim report for the six months ended 30th
September 2016 is not prepared, in all material respects, in accordance with
the recognition and measurement requirements of IFRSs as adopted by the EU and
the AIM rules.

A K Bahl BA FCA

For and on behalf of

Wenn Townsend Chartered Accountants

Oxford, United Kingdom

 

29 November 2016

Consolidated statement of total
comprehensive income (unaudited)

 

					Six-month Period Ended (Unaudited)	Six-month Period Ended (Unaudited)	Year Ended (Audited)
					30 Sept	30 Sept	31 Mar
					2016	2015	2016
				Note	£000	£000	£000
Revenue				3	2,127	3,320	6,742
Cost of Sales					(1,224)	(2,213)	(4,366)
Gross profit					903	1,107	2,376
					–	–	–
Distribution costs					(141)	(116)	(345)
Administrative expenses					(1,001)	(961)	(2,007)
Exceptional items:					–	–	–
Loss of office					–	(24)	(24)
Total administrative expenses					(1,001)	(985)	(2,031)
					–	–
Profit/(Loss) from operations					(239)	6	–
Exceptional Items					–	24	24
Adjusted Operating Profit					(239)	30	24
Profit/(Loss) from operations					(239)	6	–
Financial income						1	2
Financial expenses					–	(1)	(5)
Profit/(loss) before taxation					(239)	6	(3)
Income tax credit/(expense)				4	–	–	(3)
Profit/(Loss) for the period from continuing operations					(239)	6	(6)
Discontinued operations
Profit for the period from discontinued operations					–	–	–
Profit/(loss) on sale of discontinued operations					–	(10)	(10)
					–	–	–
Profit/(Loss) for the period and total comprehensive income attributable to equity holders of the parent company					(239)	(4)	(16)
Basic and diluted profit/(loss) per share:
From continued operations – pence				5	(1.75)	0.04	(0.05)
From discontinued operations – pence					–	(0.07)	(0.07)
Total Diluted (loss)/profit per share – pence					(1.75)	(0.03)	(0.12)