Interim Report & Financial Statements

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).

Summary Group Financials

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).

Summary Performance, Shapero

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).

Summary Performance, Scholium Trading

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)



Consolidated statement of
financial position

 

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

Note

£000

£000

£000

 

 

 

 

 

Unaudited

Unaudited

Audited

Assets

Non-current assets

Property, plant and equipment

67

79

92

Deferred corporation tax asset

277

280

277

344

359

369

Current assets

Inventories

7,879

7,420

7,550

Trade and other receivables

6

1,323

1,890

2,034

Cash and cash equivalents

1,154

1,619

1,309

10,356

10,929

10,893

Total assets

10,700

11,288

11,262

Current liabilities

Trade and other payables

7

792

1,129

1,115

Loans and borrowings

Current corporation tax liabilities

Total current liabilities

792

1,129

1,115

Total liabilities

792

1,129

1,115

Net assets

9,908

10,159

10,147

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

174

425

413

Total equity

9,908

10,159

10,147

 

 

 

 

 

 

 

 

Net Asset Value per Share

 

 

 

 

72.8p

74.7p

74.6p

 

 

These interim
financial statements were approved by the Board of Directors on 29 November
2016 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 year from continued and
discontinued operations

(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

Loss for the year from continued and
discontinued operations

(375)

(375)

Total comprehensive income for the
period

(375)

(375)

Balance at 31 March 2015

136

9,516

82

429

10,163

Loss for the year from continued and
discontinued operations

(4)

(4)

Total comprehensive income for the
period

(4)

(4)

Balance at 30 Sept 2015

136

9,516

82

425

10,159

Loss for the year from continued and
discontinued operations

(12)

(12)

Total comprehensive income for the
period

(12)

(12)

Balance at 31 March 2016

136

9,516

82

413

10,147

Loss for the year from continued and
discontinued operations

(239)

(239)

Total comprehensive income for the
period

(239)

(239)

Balance at 30 Sept 2016

136

9,516

82

174

9,908



 

Consolidated statements of
cashflows

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

£000

£000

£000

Cash flows from operating activities

(Loss)/profit before tax

(239)

(4)

(16)

Depreciation of property, plant and
equipment

13

15

31

Reclassification of property, plant and
equipment

19

Profit/(loss) on disposal of
discontinued operation

18

(8)

(207)

29

7

Decrease/(increase) in inventories

(329)

51

(79)

Decrease/(increase) in trade and other
receivables

730

(196)

(337)

Increase/(decrease) in trade and other
payables

(343)

(505)

(514)

Net cash generated from operating
activities

(149)

(621)

(923)

Cash flows from investing activities

Purchase of property, plant and
equipment

(6)

(2)

(31)

Disposal of discontinued operation

120

146

Net cash used in investing
activities

(6)

118

115

Cash flows from financing activities

Interest paid

(5)

Net cash (used)/generated from
financing activities

(5)

Net increase/(decrease) in cash and
cash equivalents

(155)

(503)

(813)

Cash and cash equivalents at the
beginning of the year

1,309

2,122

2,122

Cash and cash equivalents at the end
of the year

1,154

1,619

1,309

 

 

 



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Notes

 

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 2016 (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 2016. Amendments made
to IFRSs since 31 March 2016 have not had a material effect on the Group’s
results or financial position for the six-month period ended 30 September 2016.
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 2016.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

2016

2015

2016

Group

Group

Group

£000

£000

£000

Book Sales

2,126

3,309

6,727

Commissions

1

11

15

Other income

2,127

3,320

6,742

 

 

4.    
Income Tax

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

£000

£000

£000

Current tax (credit)/expense

 

Current tax

Deferred tax

Origination and reversal of temporary
differences

3

Total tax expense

3

The charge for
the year can be reconciled

 

to the
profit/(loss) per the income statement as

 

follows:

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

£000

£000

£000

 

Profit/(loss) before tax

(239)

(4)

(3)

 

Applied corporation tax rates:

0

0

0

 

Tax at the UK corporation tax rate of
20%:

(48)

0

(1)

 

Expenses not
deductible for tax purposes

1

Non-provided
deferred tax

48

Origination and reversal of temporary
differences

3

Current tax charge

0

0

3

 

 

5.    
Earnings/(Loss) per
Share

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

Group

Group

Group

£000

£000

£000

Profit/(loss) used in calculating basic
and diluted earning

per share attributable to the owners of
the parent

(239)

6

(6)

Profit/(loss) from discontinued
operations

(10)

(10)

(239)

(4)

(16)

Number of shares

‘Weighted average number of shares for
the purpose

of basic and diluted earnings per share

13,600,000

13,600,000

13,600,000

Basic (loss)/earnings per share from
continuing

 operations (pence per share)

(1.75)

0.04

(0.05)

‘Basic (loss)/earnings per share from
discontinued

 operations (pence per share)

(0.07)

(0.07)

Total basic and diluted earnings per
share – pence

(1.75)

(0.03)

(0.12)

 

 

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 number of basic and fully diluted 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.

 

6.    
Trade and Other Receivables

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

Group

Group

Group

£000

£000

£000

Trade debtors

912

1,551

1,577

Other debtors

39

28

15

Prepayments and accrued income

372

311

442

1,323

1,890

2,034

 

 

7.    
Trade and Other Payables

 

30 Sept

30 Sept

31 Mar

2016

2015

2016

Group

Group

Group

£000

£000

£000

Trade creditors

371

754

526

Other taxes and social security

32

33

31

Accruals and deferred income

204

184

460

Other creditors

185

158

98

792

1,129

1,115