TIDMSCHO
RNS Number : 4682D
Scholium Group PLC
07 July 2016
Scholium Group plc
Annual Report & Financial Statements
7 July 2016
Scholium is engaged in the business of art. Its primary
operating subsidiary is Shapero Rare Books which is one of the
leading UK and international dealers in rare and antiquarian books
and works on paper.
The group also trades alongside other third party dealers in the
broader arts and collectibles business via its subsidiary, Scholium
Trading.
Operational Highlights
-- Stabilisation of performance in core operating areas
-- Careful management of cash resources and costs
-- Elimination of operating losses
Financial Highlights
Years Ended 31 March (all figures '000) 2016 2015
Revenue +30.5% 6,742 5,166
Gross Profit +25.5% 2,376 1,893
Gross Margin -1.4% 35% 37%
Adjusted Operating Profit(1) 24 (523)
Cash 1,309 2,122
NAV/Share 74.6p 74.7p
____________________
(1) Before exceptional costs
Commenting on the results Jasper Allen, Chairman of Scholium,
noted "We were pleased with the performance for the year. A
significant loss has been reversed and many of our core markets
stabilised. There is some evidence of a return in confidence in our
Russian customers. Whilst the current year started well, the lead
up to the UK referendum on EU membership adversely affected levels
of business and we are actively seeking to take advantage of some
of the opportunities that will be created."
Scholium Group plc
Jasper Allen, Chairman
Simon Southwood, Chief Financial +44 (0)20 7493
Officer 0876
WH Ireland Ltd - Nominated
Adviser +44 (0)20 7220
Chris Fielding/Mark Leonard 1666
Chairman's Statement
I am very pleased to report, on behalf of your board, that the
trend we saw in the first half of the financial year continued
through to the second half: the market in our core areas
stabilised, and we are actively seeking to take advantage of some
of the opportunities that will be created.
The UK referendum on EU membership caused uncertainty in the
first trading quarter, but we hope this trend is reversed with a
number of new marketing initiatives.
The Group remains well capitalised with strong stock, over
GBP1.3 million in cash and no debt at the year end.
Business Review
The Group's ambition at the beginning of the financial year was
to generate an increased gross return on its assets whilst managing
costs in order to bring the group back to profitability. This was
achieved.
Sales increased due to greater activity generally both in rare
books trading and in our wider trading activities. Shapero Modern
made a useful contribution to sales and profits in the year. There
has been an increased emphasis on marketing the business more
widely.
We have continued to attend the major trade fairs as in previous
years, and are pleased with the results achieved generally through
the production of high quality catalogues. We have increased the
emphasis on publications relating to politics, philosophy,
economics and modern first editions where we have had a number of
successful results.
We are also very happy to have renewed our lease at 32 St.
George Street for a further five years. The property market in
Central London has inflated in recent years but we have offset much
of the increase in rent by licensing the third floor of the
building to a third party.
Revenue for the year of GBP6.7 million (2015: GBP5.2 million)
generated adjusted operating profit of GBP0.02 million.
Staff
As ever, our dedicated employees have contributed significantly
to the restoration of operating profitability of the Group in the
year and I would like to take this opportunity of thanking them
again for their hard work and effort in what has been a challenging
year.
Current Trading and Prospects
The business remains well capitalised with high quality stock
and, at the year end, had net assets of GBP10.2 million including
GBP1.3 million of cash. These are equivalent to 75.0p and 9.5p per
ordinary share respectively.
Despite a pleasing performance in the year ended 31 March 2016
compared with the previous year, we are aware of the requirement to
make better returns from our strong asset base. We continue to seek
opportunities for organic growth and to encourage bright and
knowledgeable people with specialist knowledge of their markets to
join us.
The financial year started slower than expected: levels of
activity in our core markets continued to be positive but,
consistent with the broader experience of business confidence in
the UK leading up to the UK referendum on EU membership, our
customers delayed material discretionary purchases. In the current
year, we hope increased marketing in international venues,
including the US, will enable us to benefit from weaker Sterling.
We are also pleased to note that interest and activity in our
Russian department has started to return.
Jasper Allen
6 July 2016
Strategic Report
This report provides an overview of our strategy and of our
business model; gives a review of the performance of the business
and of our financial position at the year-end; and sets out the
principal risks to which the Group is exposed. In addition it
comments on the future prospects of the business.
Principal Activities & Review of the Business
The Group is engaged in the business of fine art and
collectibles. It is typically engaged as a dealer - buying, owning
and selling rare & collectible items objects for a profit. It
does this on its own or alongside third party dealers in rare and
collectible goods.
Shapero Rare Books is the core of the Group. It is a leading
international dealer in rare and collectible antiquarian books and
works on paper with special expertise in Natural History, Russian
and Travel books. It is also developing its Shapero Modern brand
which deals in modern and contemporary prints and editions by
better-known artists who already have commercial success.
Scholium Trading is the newest member of the Group. Based upon
recognition that art dealers are often undercapitalised, it works
alongside these dealers in the broader rare and collectibles market
where they have the expertise and the clients, but not the capital,
to trade in their markets.
The Group maintains value from ownership of its stock and
generates value through its expertise, astute buying and the
profitable sale of stock.
Strategy & Key Objectives
The Company is seeking to grow its businesses organically
through reinvestment of profits in high quality stock. Our key
objectives are to:
-- Increase the profitable trade of Shapero Rare Books and
Shapero Modern through increased sales, selective purchasing and
management of the cost base;
-- Develop Scholium Trading to be the 'first call' for dealers
in high value rare and collectible items seeking support in their
trading items which exceed their immediate financial capacity;
and
-- Seek to expand the group by encouraging new teams - that have
specialist expertise in their markets and are seeking a
well-capitalised company from which to trade - to join
Scholium.
Review of the year from continuing operations
The Group had a welcome return to operating profitability
(before exceptional items of expenditure) in the year. Revenue
increased by 30.5% to GBP6.8 million as a consequence of
stabilisation in our core market and increased revenue and profits
from new initiatives and the development of recently established
departments.
Shapero Rare Books and Shapero Modern continued to provide
valuable revenue streams, and we are happy with the support we have
been able to give our market through Scholium Trading, where much
of the trade has taken place amongst dealers known to us through
our core books and works on paper expertise. 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 of assets; and
-- Various key risk indicators including capital resources, portfolio allocation and cash.
Key Performance Indicators
Years Ended 31 March (all figures '000) 2016 2015 Variance
Revenue 6,742 5,166 +30.5%
Gross Profit 2,376 1,893 +25.5%
Gross Margin 35% 37% -1.4%
Stock Turnover (months) 20.64 22.25 +7.2%
Gross Yield 32% 31% +0.4%
Both Shapero Rare Books and Scholium Trading achieved profitably
through the year. Encouragingly, stock turnover dropped to 20.6
months (2015: 22 months) and the gross profit as a percentage of
the average stock levels increased to 32% (2015: 31%). Gross margin
reduced to 35% (2015: 37%) reflecting, in large part, a desire of
management to generate increased profits at slightly lower
margins.
Analysis of revenue and profit by department
Year ending March 2016 (all figures GBP'000)
Shapero Rare Books Scholium Trading Central Consolidated
Revenue 5,609 1,133 0 6,742
Gross Profit 2,172 204 0 2,376
Gross Margin 39% 18% n/a 35%
Adjusted Operating Profit 192 188 -356 24
The business achieved growth across all business units. Shapero
Rare Books' revenue grew to GBP5.6 million (2015: GBP4.4 million)
delivering operating profit of GBP0.2 million (2015 loss of GBP0.2
million). Gross margin in the year dropped to 39% (2015: 41%) as
the team successfully sought to drive profits through margin
reduction.
As expected, Scholium Trading's business increased during the
year (profitability up by more than 50%) and it provided a valuable
contribution of GBP0.2 million (2015: GBP0.1 million) to group
profitability. The gross margin in Trading increased to 18% (2015:
13%). As expected, this is lower than the margin in Shapero Rare
Books and reflects the payment of incentives to partners that the
Group trades alongside.
Management also reduced central costs to GBP0.4 million (2015:
GBP0.5 million). Overall, it is pleasing that almost all of our
increase in gross profit has flowed to the bottom line.
Year ending March 2015 (all figures GBP'000)
Shapero Rare Books Scholium Trading Central Consolidated
Revenue 4,440 720 - 5,160
Gross Profit 1,800 90 - 1,890
Gross Margin 41% 13% 0% 37%
Operating Profit (130) 90 (483) (523)
Dividend
The Board does not propose to declare a final dividend for the
current year.
Simon Southwood
Finance Director
6 July 2016
Independent Auditor's Report to the Members of Scholium Group
plc
We have audited the financial statements of Scholium Group Plc
for the year ended 31 March 2016 which comprise the consolidated
statement of comprehensive income, the consolidated statement of
financial position, the consolidated statement of changes in
equity, the consolidated statement of cash flows, the Company
statement of financial position, the Company statement of changes
in equity, the Company statement of cash flows and the related
notes. The financial reporting framework that has been applied in
their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union and,
as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
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 2006.
Our 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 auditor's 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.
Respective responsibilities of Directors and Auditors
As explained more fully in the Directors' Responsibilities
Statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the FRC's website at
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and the parent Company's affairs as at 31
March 2016 and of the Group's loss for the year then ended;
-- the Group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent Company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion the information given in the strategic report and
Directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where 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.
Ajay Bahl BA FCA (Senior statutory auditor)
For and on behalf of Wenn Townsend Chartered Accountants
(Statutory auditor)
Date: 6 July 2016
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 Mar 31 Mar
2016 2015
Note GBP000 GBP000
Revenue 3 6,742 5,166
Cost of Sales (4,366) (3,273)
Gross profit 2,376 1,893
----------- -----------
- -
Distribution costs (345) (268)
----------- -----------
- -
- -
Administrative expenses (2,007) (2,148)
Group expenses/recharges - -
- -
Exceptional gains and losses (24) -
- -
----------- -----------
Total administrative expenses (2,031) (2,148)
----------- -----------
Loss from operations - (523)
Adjusted operating profit before exceptional gains and losses 24 (523)
Exceptional gains and losses (24) -
----------- -----------
Loss from operations - (523)
------------------------------------------------------------------------------------- ----- ----------- -----------
Financial income 2 -
Financial expenses (5) (6)
- -
Loss before taxation 4 (3) (529)
- -
Income tax credit/(expense) (3) 29
- -
----------- -----------
Loss for the year from continuing operations (6) (500)
----------- -----------
Discontinued operations
(Loss)/profit for the year from discontinued operations (10) 24
----------- -----------
Loss for the year and total comprehensive income attributable to equity holders of
the parent
company (16) (476)
----------- -----------
Basic and diluted loss per share:
From continued operations - pence 6 (0.05) (3.71)
From discontinued operations - pence 6 (0.07) 0.18
----------- -----------
Total loss per share - pence 6 (0.12) (3.53)
----------- -----------
Consolidated Statement of Financial Position
31 Mar 31 Mar
2016 2015
Note GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment 92 92
Deferred corporation tax asset 7 277 280
369 372
------- -------
Current assets
Inventories 7,550 7,471
Trade and other receivables 2,034 1,694
Cash and cash equivalents 1,309 2,122
10,893 11,287
------- -------
Assets of disposal group classified as held for sale - 162
Total assets 11,262 11,821
------- -------
Current liabilities
Trade and other payables 1,115 1,634
Total current liabilities 1,115 1,634
------- -------
Liabilities of disposal group classified as held for sale - 24
------- -------
Total liabilities 1,115 1,658
------- -------
Net assets/liabilities 10,147 10,163
------- -------
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 136 136
Share Premium 9,516 9,516
Merger reserve 82 82
Retained earnings/(deficit) 413 429
Total equity 10,147 10,163
------- -------
The financial statements were approved by the Board of Directors
and authorised for issue on 6 July 2015.
Consolidated Statement of Changes in Equity
Share Share Merger Retained Total
Capital Premium reserve deficit Equity
GBP000 GBP000 GBP000 GBP000 GBP000
-------- -------- -------- --------- -------
Balance at 1 April 2014 132 9,458 82 1,109 10,781
Loss for the year from continued
and discontinued operations - - - (476) (476)
Total comprehensive income for
the period - - - (476) (476)
-------- -------- -------- --------- -------
Shares issued in the period 4 58 - - 62
Dividends paid - - - (204) (204)
Balance at 31 March 2015 136 9,516 82 429 10,163
Loss for the year - - - (16) (16)
Total comprehensive income for
the period - - - (16) (16)
-------- -------- -------- --------- -------
Balance at 31 March 2016 136 9,516 82 413 10,147
-------- -------- -------- --------- -------
There were no transactions with owners in the year.
The following describes the nature and purpose of each reserve within owners' equity:
Share capital Amount subscribed for shares at nominal value.
Share premium Amount subscribed for share capital in excess of nominal value less attributable
share-issue
expenses.
Merger reserve Amounts attributable to equity in respect of merged subsidiary undertakings.
Retained earnings/(deficit) Cumulative profit/( loss) of the Group attributable to equity shareholders.
.
Consolidated Statement of Cash Flows
31 Mar 31 Mar
2016 2015
GBP000 GBP000
Cash flows from operating
activities
Loss before tax (16) (505)
Depreciation of property,
plant and equipment 31 44
Amortisation of intangible
assets - 8
Profit on disposal of discontinued
operation (8) -
7 (453)
Increase in inventories (1) (79) (2,930)
(Increase)/decrease in trade
and other receivables (1) (337) 102
Decrease in trade and other
payables (1) (514) (1,639)
Net cash generated from operating
activities (923) (4,920)
------- --------
Cash flows from investing
activities
Purchase of property, plant
and equipment (31) (38)
Disposal of discontinued
operation 146 -
Net cash used in investing
activities 115 (38)
------- --------
Cash flows from financing
activities
Proceeds from the issuance
of ordinary shares - 62
Repayment of shareholder
loans - (350)
Dividends paid - (204)
Interest paid (5) (6)
Net cash used in financing
activities (5) (498)
------- --------
Net decrease in cash and
cash equivalents (813) (5,456)
Cash and cash equivalents
at the beginning of the year 2,122 7,578
Cash and cash equivalents
at the end of the year 1,309 2,122
------- --------
(1) Adjusted for inventories, other receivables and trade and
other payables held in disposal group as at 31 March 2015.
Notes to the Consolidated Financial Statements
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 and accounting policies
The consolidated financial information, which represents the
results of the Company and its subsidiaries, has been prepared in
accordance with International Financial Reporting Standards and
IFRC Interpretations issued by the International Accounting
Standards Board
The principal accounting policies applied by the Group in the
preparation of these consolidated financial statements for the
years ended 31 March 2015 and 31 March 2016 are set out below.
These policies have been consistently applied to all periods
presented.
The functional and presentational currency of the Group and the
Company is pounds sterling. The financial information is shown to
the nearest GBP1,000.
Revenue Recognition
Revenue for the Group is measured at the fair value of the
consideration received or receivable. The Group recognises revenue
for services provided when the amount of revenue can be reliably
measured and it is probable that future economic benefits will flow
to the entity.
The Group's revenues from the sale of rare and antiquarian books
and works on paper are recognised on completion of the relevant
transaction. The Group's commissions and other revenues are
recognised when all performance conditions have been satisfied.
Inventories
Inventories are valued at the lower of cost and net realisable
value. Cost incurred in bringing each product to its present
location and condition is accounted for as follows:
Net realisable value is the estimated selling price in the
ordinary course of business.
Operating profit and loss
Operating profit and loss comprises revenues less operating
costs. Operating costs comprise adjustments for changes in
inventories, employee costs including share-based payments,
amortisation, depreciation and impairment and other operating
expenses.
3 Revenue
31 Mar 31 Mar
2016 2015
Group Group
GBP000 GBP000
Sales of books and other stock 6,727 5,057
Commissions 15 81
Other income - 28
6,742 5,166
------- -------
4 Profit Before Taxation
Profit before taxation is after charging/(crediting): 31 Mar 31 Mar
2016 2015
Group Group
GBP000 GBP000
Depreciation of property, plant and equipment 31 44
Amortisation of intangible assets - 8
Operating lease rentals 338 312
Foreign currency losses 1 8
Employee costs (note 7) 1,015 1,009
Fees payable to the Company's auditor (note 9) 40 30
5 Employee costs including Directors
31 Mar 31 Mar
2016 2015
Group Group
GBP000 GBP000
Wages 884 919
Compensation for loss of office 24 -
Social security costs 88 75
Pension costs 12 12
Other employee benefits 6 3
1,015 1,009
------- -------
6 Profit (Loss) per share
31 Mar 31 Mar
2016 2015
Group Group
GBP000 GBP000
Loss used in calculating basic and
diluted earnings per share attributable
to the owners of the parent (6) (500)
(Loss)/profit from
discontinued operation (10) 24
----------- -----------
(16) (476)
----------- -----------
Number of shares
Weighted average number of shares
for the purpose of basic and diluted
earnings per share 13,600,000 13,498,165
----------- -------------
Basic loss per share from continuing
operations (pence per share) 0.05 (3.71)
Basic loss per share from discontinued
operations (pence per share) 0.07 0.18
Total basic and diluted earnings
per share - pence 0.12 (3.53)
----------- -----------
All shares issued in the year ending March 2015 arose from the
exercise of employee share options. For further information see
note 23.
All shares shown above are authorised, issued and fully paid up.
Ordinary shares carry the right to one vote per share at general
meetings of the Company and the rights to share in any distribution
of profits or returns of capital and to share in any residual
assets available for distribution in the event of a winding up.
7 Deferred Corporation Tax
31 Mar 31 Mar
2016 2015
Group Group
GBP000 GBP000
Balance at the beginning of the year (280) (258)
Income statement 3 (22)
------- -------
Balance at the end of the year (277) (280)
------- -------
The deferred tax asset comprises:
Available losses (280) (283)
Other temporary and deductible differences 3 3
(277) (280)
------- -------
Deferred tax is calculated in full on temporary differences
under the liability method using the tax rates expected for future
periods of 20%. The deferred tax has arisen due to the availability
of trading losses The Group has unutilised tax allowances, at
expected tax rates in future periods, of GBP370,000 (2015:
GBP352,000) of which GBP280,000 has been recognised (2015
GBP283,000 recognised).
8 Post balance sheet date events
There have been no material events directly affecting the Group
since the balance sheet date. The potential effect on the Group's
business of uncertainty arising from the UK referendum on EU
membership is still being assessed by the Board.
9 Control
The company is controlled by a small number of shareholders,
none of whom has overall control.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LLFEEDTIRIIR
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