TIDMSCHO
RNS Number : 1410X
Scholium Group PLC
25 August 2022
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
Scholium Group plc
('Scholium' or the 'Group')
Preliminary Results for the year ended 31 March 2022
Scholium is pleased to announce the Group's audited results for
the year ended 31 March 2022.
Scholium is engaged in the business of rare books, modern
prints, art and collectibles. Its wholly-owned operating
subsidiary, Shapero Rare Books Limited, is one of the leading UK
dealers trading internationally in rare and antiquarian books and
works on paper, and also trades as Shapero Modern, a leading UK
dealer in the growing marketplace for modern and contemporary
prints.
Operating Highlights
-- A significant and encouraging increase in both physical and online sales
-- The Group's profitability restored, at GBP177k before tax
-- Profit before tax is stated after GBP240k of costs and
provisions due to the closure of Mayfair Philatelic
-- Group net cash of GBP470k after deducting Covid bank loan of GBP235k
-- Group continues to trade profitably in the first four months of the current year
Financial Highlights
Years ended 31 March (GBP'000) 2022 2021
Revenue 8,129 5,148
Gross Profit 3,071 1,691
Gross Margin 38% 33%
Profit / (Loss) before tax 177 (437)
Cash / (net borrowings) 470 (248)
NAV/Share 69p 68p
A copy of the 2022 Annual Report (including the notice of Annual
General Meeting ("AGM") will be sent to shareholders in due course.
The Annual Report will also be available on the Company's website
in due course at www.scholiumgroup.com .
The Company's AGM will be held at 10.30am at 106 New Bond
Street, London W1S 1DN on 28 September 2022.
David Harland, Chairman of Scholium, noted " The Board is
delighted with the turnaround and remains focused on further
enhancing shareholder value and continuing to search for further
opportunities in related areas to build upon this pleasing
result."
For further information, please contact:
Scholium Group plc
David Harland, Chairman
Bernard Shapero, Chief Executive
Philip Tansey, Finance Director +44 (0)20 7493 0876
WH Ireland Ltd - Nominated Adviser
Chris Fielding, Megan Liddell +44 (0)20 7220 1666
Chairman's Statement
I am delighted to present my first statement as Chair and to
report that the Group's revenues for the year ended 31 March 2022
increased by 58% to GBP8.1 million (2021: GBP5.2 million) as a
result of the return to some semblance of normality following the
adverse impact of Covid in the prior year. This is the first profit
in four years.
The Board is delighted with the turnaround and remains focused
on further enhancing shareholder value, incentivising its executive
and staff and continuing to search for further opportunities in
related areas to build upon this pleasing result.
The Group remains well capitalised with GBP9.6 million of stock,
and net cash of GBP470k after deducting the GBP235k of government
Covid assistance loans. The Group also has an undrawn overdraft
facility of GBP500k available to it.
Results
Group revenue for the year of GBP8.1 million (2021: GBP5.2
million) generated a profit before tax of GBP177k (2021: loss of
GBP437k). The Group continues to not recognise deferred tax assets
and therefore the profit after tax for the year to 31 March 2022
was also GBP177k (2021: loss of GBP437k).
Staff
The Group's operations continue to rely on the hard work and
dedication of our small number of employees and I would like to
take this opportunity of thanking them for their contribution and
effort, during the year.
Current Trading and Prospects
Trading conditions have improved over the year and the Group's
retail premises have enjoyed at least a return to something
approaching normality following the closures of the prior Covid
impacted year. Trading for the first four months of the current
year has been profitable, which is encouraging, and net cash is
positive. The current global political and economic environment is
not only depressing but challenging and it is difficult to forecast
the future prospects of the business though based on current
trading we remain cautiously optimistic.
Board
I want to place on record the gratitude of my fellow Board
members and myself to Jasper Allen for having steered the Group as
Chairman for the last seven years since its IPO and to Peter Floyd,
who after five years retired as our Finance Director in March this
year. And it is with pleasure that I welcome Bernard as Group CEO
in addition to his role as CEO of Shapero Rare Books Limited and to
Philip Tansey as Finance Director.
Chief Executive's Statement
I am delighted to present my first report as Chief Executive
officer of the public Group appointed as I was to the role in March
2022. This has been a significant year in many ways which I expand
on below and I am most thankful for the excellent team with whom I
work and who have laboured through the many challenges of the
recent years resulting in a Group profit.
Overview
Scholium Group has had a year of progress and we look to build
upon the success of the financial year 2021/22 the highlights
being;
- A full return to work following the relaxation of the Covid-19
lockdown rules that so hampered our business;
- The securing of our Bond Street offices and shop through to August 2023;
- The Board decision to close the Mayfair Philatelic business; and,
- Group profitability restored.
The Year 2021/22
The general state of the market for Books and Art was
encouraging as the year progressed in both physical markets as well
as on-line and particularly for art which continues to enjoy high
levels of retail interest at both the shop and at fairs which are
now returning with many taking place for the first time in three
years. The market in collectible stamps continued to be challenging
and the Board took the decision in the year to close the Mayfair
Philatelic business. This is now in run-down mode with the final
stock being auctioned and the remaining debtors being
collected.
Revenue has increased by 58% to GBP8,129k (2021: GBP5,148k). The
revenue figures presented for this year and the prior financial
year are for books and art alone with the Mayfair Philatelic stamps
revenue presented as a separate line in the accounts. As a result
of this increase in revenue, a keen focus on costs and despite the
losses taken on closing the Mayfair Philatelic business, the Group
recorded a profit of GBP177k (2021: loss of GBP437k).
Looking forward
It is encouraging to report that the performance of the business
in the first four months of the new financial year has been in line
with our expectations, with a profitable start. Clearly there are
some global economic headwinds, but with our multi-channel sales
routes of retail premises, an extensive online presence and
exhibiting at international trade fairs; I feel we are well placed
to keep the positive momentum going forward, in the coming
year.
Staff
I have a fabulous team around me without whom the turnaround in
results last year could not have been achieved and I thank them for
their dedication and hard work throughout the year.
Shareholders
I am delighted with the support and guidance received from our
major shareholders and look forward to taking the Group to future
success.
Strategic Report
This report provides an overview of the Group's strategy and
business model; gives a review of the performance of the operating
entities and of the financial position at 31 March 2022; and sets
out the principal risks to which the Group is exposed. In addition,
it comments briefly on the future prospects of the business.
Principal Activities & Review of the Business
The Group is engaged in the business of dealing in rare books,
fine art and collectibles. The majority of the business transacted
is as a dealer - buying, owning and selling items, either on its
own or together with third parties who also deal as principals. The
Group also conducts auctions where both its own stock and
third-party consignments are available for sale. The Group
generates value through its expertise, astute buying and the
profitable sale of stock.
Shapero Rare Books is the main business of the Group. It is a
leading international dealer in rare and collectible books and
works on paper with special expertise in Natural History,
Illustrated, Travel and Exploration and Literature. The business
also trades as Shapero Modern in modern and contemporary prints and
limited editions by established artists.
Scholium Trading focuses on trading works of art in the wider
art market using its own capital and the expertise of a small
number of known third party dealers and their client bases.
Mayfair Philatelics is a dealer and auctioneer of stamps with a
particular focus on British and Commonwealth stamps which the Board
has taken the decision to close. Its estimated results up to and
including closure, which will finally take place within the new
financial year to March 2023, have been treated within the accounts
for this year ended 31 March 2022 as Discontinued Business.
Strategy & Key Objectives
The Group's strategy is to:
-- build, either organically or by acquisition, a portfolio of
art and collectibles focused businesses to enable further
diversification of its revenue and profit streams;
-- attract individuals or teams of specialists in markets
complementary to the Group's existing businesses;
-- optimise working capital in existing businesses to provide
funds for new business development; and,
-- trade alongside other dealers in high value rare and
collectible items and participate in the acquisition for onward
sale of large consignments.
Review of the year from continuing operations
The Group's revenues increased to GBP8.1m from GBP5.2m in the
prior year due to increased sales in each of the constituent
businesses. The Group's core business was profit making during the
both the first and second half of the financial year. Gross profit
increased by 85% compared with the prior year ended 31 March 2021,
and the margin made on sales rose from 33% last year to 38% in the
year ended 31 March 2022 as a result of increased activity in the
market and the active drive by management to improve such
margins.
Administrative expenses rose 20% to GBP2,262k (2021: GBP1,882k)
with the return of art fairs and accompanying marketing costs
increasing. Central costs, including the costs of the Company's
membership of AIM, were also higher than the prior year on account
of a one-off director payment.
The Group incurred exceptional costs associated with the closure
of the Mayfair Philatelic business of GBP240k which include some
costs incurred after the end of the financial year and these are
shown as discontinued business with further detail set out in note
14.
The Group's profit before tax for the year to 31 March 2022 was
GBP177k. (2021: Loss of GBP437k)
6 months ended (GBP'000) H1* H2 Group Mayfair Group
Total Incl. results stand alone
Mayfair deducted total
Revenue 4,203 4,606 8,809 680 8,129
Gross Profit 1,443 1,934 3,377 306 3,071
Profit / (Loss) before tax 135 223 494 (317) 177
*H1 Unaudited figures
The Group's stock at 31 March 2022 was GBP9,584k comprising
GBP9,470k for books and art and GBP114k for the value of the
Mayfair Philatelic stock compared with the prior year's total of
GBP9,025k. The stock of Mayfair Philatelic is in the process of
being run-down as the decision has been taken by the Board to exit
this business.
Group cash at 31 March 2022 was GBP705k. the Covid bank loan
taken in 2020 has been reduced over the year from GBP250k to
GBP235k. All of this compares favourably with the GBP2k cash of the
prior year. The Group's overdraft facility of GBP500k was undrawn
at the year-end date.
Key Performance Indicators
The Group is managed by and reports on a number of key
performance indicators (KPIs).
The current principal KPIs are:
-- sales, gross profit, gross margin and profit before tax;
-- the breadth and distribution of the stock of rare books held by the Group;
-- stock turnover; and
-- cash position.
Key Performance Indicators
(on continuing business)
Years ended 31 March (GBP'000) 2022 2021 Variance
Revenue 8,129 5,148 58%
Gross Profit 3,071 1,691 82%
Gross Margin 38% 33% 15%
Stock Turnover (months) 22.1 31.3 -29%
Net cash / (Net borrowings) 466 (248) n/a
Group Performance
Shapero Rare Books
Shapero Rare Books (SRB) traded profitably through the year
ended 31 March 2022 off the back of increased activity in physical
as well as on-line sales and at trade fairs following the reduction
in Covid restrictions. The year's sales including books through
Scholium Trading were GBP8,129k, over 50% above the prior year's
sales of GBP5,098k for SRB and GBP50k for Scholium Trading totaling
GBP5,148k and gross profit at GBP3,071k for the year ended 31 March
2022 was over 80% above the prior year of GBP1,691k.
Direct costs including the attendance at fairs, exhibitions, and
catalogues increased from GBP214k in the prior year to GBP340k in
the year to 31 March 2022. This reflected the resumption, albeit
partial, of exhibiting at fairs. Overhead costs, increased from
GBP1,882k in the prior year to GBP2,262k in the year to 31 March
2022.
SRB therefore recorded a profit before tax of GBP850k compared
with the loss of GBP119k in the prior year.
Mayfair Philatelics
The Board determined that the market for stamps was not one that
could generate the success and profits in books and art and
therefore the decision was taken to close the business. The results
of the business have been presented and treated as discontinued
business within these report and accounts and the impact of this is
fully explained in note 13 to these accounts.
Central Costs
Central costs include the cost of all board members as well as
those costs associated with the Group's AIM public trading. The
central costs were GBP409k in the year to 31 March 2022, an
increase of GBP95k from the prior year's total of GBP314k. These
costs include the cost of managing the Group, its audit, tax and
professional fees, as well as the costs of maintaining the AIM
membership for the Company's shares and for this year include a
one-off payment, including associated social security costs, to a
former director of GBP90k.
Year ended 31 March 2022 (GBP ' 000)
Shapero Scholium Continuing
Rare Books Trading Central business
Revenue 7,911 218 - 8,129
Gross Profit 3,066 63 - 3,071
Gross Margin 38% 29% - 38%
Profit/(Loss)
before tax 850 54 (409) 494
Year ended 31 March 2021 (GBP'000)
Shapero Scholium Continuing
Rare Books Trading Central business
Revenue 5,098 50 - 5,148
Gross Profit 1,678 14 - 1,691
Gross Margin 33% 28% - 33%
Profit/(Loss)
before tax (119) (1) (314) (434)
Dividend
The Board does not propose to declare a final dividend for the
financial year ended 31 March 2022. (2021: GBPNil)
Alternative accounting presentation
The Board is focused on demonstrating shareholder return and as
part of that desire is the analysis of the core performance of the
Group's trading business without costs that are more concerned with
the non-trading elements such as public company status and other
non-directly related or one-off costs not typically expected to be
incurred in a 'normal' year.
Year ended 31 March (GBP ' 000) 2022 2021
Profit / (Loss) for the year 177 (434)
------ ------
Add back:
------ ------
Central costs 409 314
------ ------
Mayfair Philatelic losses 317 3
------ ------
Depreciation & amortisation (Note 6) 231 322
------ ------
Finance expenses (Note 11) 33 30
------ ------
Re-stated EBITDA for the year 1,167 235
------ ------
Principal Risks & Uncertainties
Supply of rare books, works on paper, prints and stamps and
other items
By definition, rare books and other works on paper, prints and
stamps are not commonly available. The availability of fresh stock
of such items onto the market is often driven by major life events,
such as inheritance, unrecovered debt, divorce or downsizing due to
economic malaise. The business of Shapero Rare Books, Scholium
Trading and Mayfair Philatelics is reliant upon individual works
and collections of works coming onto the market and upon the Group
being able to access those business opportunities. There is no
guarantee that fresh stock will come onto the market in sufficient
quantities to meet the Group's plans for continued growth, or that
third parties will choose to consign their items for sale at the
Group's auctions.
When works become available for sale or purchase, such sales are
often dealt with privately and discretely and, accordingly, there
is no guarantee that the Group's employees will be able to access
such business opportunities or to negotiate successfully the
purchase of fresh stock coming onto the market or successfully
compete for the mandate to auction such items.
Reliance on key international trade fairs
A significant proportion of the Group's sales are made at
international trade fairs, and in particular the major fairs. If
these fairs were to be discontinued it would have a material effect
on the ability of the Group to sell its stock. There are a limited
number of stands at international trade fairs and as a result
places are highly sought after. Whilst members of the Group have
been exhibiting at these fairs for many years, there can be no
certainty that they will continue to secure places in the
future.
Competition
The market in the books and other items in which the Group
trades is competitive. In the market for rare books and other items
in which Shapero Rare Books trades, the Group faces various
competitive pressures including from the major auctioneers,
Sotheby's, Christie's, Bonhams as well as smaller auctioneers and a
large number of dealers and smaller operators.
The Group is likely to face continued and/or increased
competition in the future both from established competitors and/or
from new entrants to the market. The Group's competitors include
businesses with greater financial and other resources than the
Group. Such competitors may be in a better position than the Group
to compete for future business opportunities. If the Group is
unable to compete effectively in any of the markets in which it
operates, it could lead to material adverse effect on the Group's
business, financial condition, and operations.
Co-owned rare and collectible goods
In the case of high value items or collections, the Group will
often acquire the items jointly with another third party bookseller
or dealer and if not expressly provided for there is a risk that
the Group will not be able to sell the entire asset without the
agreement of all joint-owners. In this and other respects the Group
relies on the honesty and integrity of other dealers. Whilst the
Group takes care to deal only with established counterparties and
experienced dealers who are well known to senior management and/or
the Directors, there can be no guarantee that co-owners will comply
with the agreed terms (including, for example not changing the
items) or that such co-owners will not enter into administration or
other insolvency procedure, and in the event there is a loss of the
co-owned goods it is uncertain the Group could claim on its
insurance policy in relation thereto.
Stock valuation and liquidity
The Group will trade in rare and collectible items, which may be
highly illiquid. The value of goods acquired is difficult to assess
and it may not be possible for the Group to sell the assets at or
above the price for which they were acquired. The value of assets
in the may not always represent the actual resale value
achievable.
Theft, loss or damage
Rare and collectible items are highly mobile goods. Furthermore,
such goods are frequently transported internationally for trade
shows or other marketing opportunities. Whilst precautions are
taken to ensure safe passage, the Group's assets may be lost,
damaged or stolen. While the Group carries specialist insurance,
there is no guarantee that the Group's insurance cover will be
adequate in all circumstances. Assets of the Group will be placed
with third parties for sale on commission. While the Group intends
to take appropriate precautions when placing assets with third
parties, there is a risk that these assets outside of the Group's
direct control may be stolen or replaced by unscrupulous third
parties with fakes or forgeries.
Authenticity and export authority
The Directors of the Group will ensure that due diligence is
undertaken on the authenticity of the assets acquired for sale.
Nonetheless fakes and forgeries do exist in the market and despite
due diligence the Group may acquire these believing them to be
authentic. Further, the attribution of works to a writer or artist
is not always an exact science, and there can be no guarantee that
assets of the Group will not have been mistakenly attributed in
this way. Lack of authenticity is not covered by the Group's
insurance. Whilst the Group takes appropriate care when acquiring
works which may be of material importance in the state of origin,
there can be no guarantee that works acquired by the Group are not
subject to restrictions on export or sale.
Insurance
The Group carries a specialist insurance policy under the
Antiquarian Booksellers Association Insurance Scheme which covers
each of the businesses. The Directors believe that the Group
carries appropriate insurance for a business of its size and nature
but there can be no guarantee that the extent or value of the cover
will be sufficient, in relation to stock in transit or on
consignment. The Directors review the Group's insurance
arrangements on an annual basis and endeavour to insure its stock
adequately, but there is no certainty that future claims will not
fall within the exclusions under the policy or that the insurer
will pay out any claim if made. Further, there can be no guarantee
that the necessary insurance will be available to the Group in the
future at an acceptable cost or at all.
Premises
Like many of the established dealers in the market, the Group
has a publicly accessible gallery in Mayfair, London from where
Shapero Rare Books operates. Although there is a risk that the
increasing demand for online retail will render 'high street'
premises uneconomic, the Directors believe that a central London
location is an important factor in the success of the business as a
whole.
Terms of sale
To date, the contractual arrangements which the Group has
entered into with clients, customers and other dealers have not
always included (amongst other things) terms dealing specifically
with:
1. transfer of ownership and risk,
2. contract formation,
3. price and payment,
4. limitations and exclusions of liability, and
5. governing law and jurisdiction.
In light of the foregoing, there can be no guarantee that the
Group's arrangements with its customers will not be terminated on
short notice or that the Group will not at some future time face
challenges or disputes in relation to the contractual or other
arrangements with its clients.
If the Group became involved in a contractual dispute and/or a
third party was successful in any contractual dispute with the
Group, any resultant loss of revenues or exposure to litigation
costs or other claims could have a material adverse effect on the
Group's reputation, business, financial condition and/or operations
or financial results. The Group has revised its standard terms of
sale to seek to ensure that, henceforth, the arrangements with
clients, customers, dealers and others will include terms dealing
with each of the aforementioned areas.
Employees
The Group is reliant on a small number of key employees for
their knowledge and the reliance customers place on their integrity
and service. In the event that a key employee were to leave, the
business may suffer a short term decrease in performance whilst it
adjusts to the level of resources available to it.
Currency risk
The Group does conduct certain of its transactions other than in
Pounds Sterling, the Group's functional currency. As a result,
movements in foreign exchange rates may impact the Group's
performance. The Group does not enter into any hedging contracts in
respect of currency positions.
Pandemics and government imposed trading restrictions
Pandemics such as Covid-19 in the prior financial year resulted
in the closure of the Group's retail premises for several months
and the cancellation of all fairs and exhibitions, together with
restrictions on the mobility of its staff, customers and suppliers.
The Group has other avenues to market available to it, including
the internet, telephone and post, but it may be difficult for the
Group to trade profitably while such a pandemic is present.
Future prospects
The Group has traded profitably in the first four months of the
current year.
The core business of Shapero Rare Books is one of the leading UK
rare book dealers, with a solid international customer base.
Further attention will be required in order to improve its return
on capital employed, particularly stock turnover. The Board has
implemented several online initiatives to manage this.
Scholium Trading has an established position with several other
dealers, and in addition, the current stock includes some items
with potentially high levels of return. The Board is not intending
to increase the capital available to this business, until the
market conditions improve.
The Board continues to review the opportunity for further cost
savings to improve the Group's profitability and create improved
shareholder value. During the year ending 31 March 2023 the Board
will assess opportunities for future property, enhanced selling
channels and improving the sales of slow-moving and aged stock.
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 Mar 31 Mar
2022 2021
Note GBP000 GBP000
Revenue 3 8,129 5,148
Cost of Sales (5,058) (3,456)
Gross profit 3,071 1,691
----------- -----------
Distribution expenses (340) (214)
----------- -----------
Administrative expenses (2,262) (1,882)
Total administrative expenses (2,262) (1,882)
----------- -----------
Profit/(loss) from operations 469 (404)
Financial (expense) (33) (30)
Other income 58 -
Profit/(loss) before taxation 494 (434)
Income tax (expense) 7 - -
Profit / (Loss) for the year from continuing operations and total
comprehensive income attributable
to equity holders of the parent company 494 (434)
----------- -----------
Loss from discontinued operations 8 (317) (3)
Profit/(Loss) for the year and total comprehensive income attributable to
equity holders
of the parent company 177 (437)
Earnings per share (in pence): 9
From continuing operations 3.63 (3.19)
From discontinued operations (2.33) (0.02)
----------- -----------
Total Earnings per share 1.30 (3.21)
----------- -----------
Consolidated Statement of Financial Position
31 Mar 31 Mar
2022 2021
Note GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment 970 1,175
Intangible assets 10 4 8
Deferred corporation tax asset 12 - -
974 1,183
------- -------
Current assets
Inventories 13 9,584 9,025
Trade and other receivables 14 2,219 1,689
Cash and cash equivalents 705 2
12,508 10,716
------- -------
Total assets 13,482 11,899
------- -------
Current liabilities
Trade and other payables 2,868 1,308
Loans and borrowings 15 47 250
Right-of-use asset lease liabilities 17 193 1,119
Total current liabilities 3,108 2,677
------- -------
Non-current liabilities
Loans and borrowings 15 188 -
Right-of-use asset lease liabilities 787 -
------- -------
Total non-current liabilities 975 -
------- -------
Total liabilities 4,083 2,677
------- -------
Net assets/liabilities 9,399 9,222
------- -------
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 16 136 136
Share Premium 9,516 9,516
Merger reserve 82 82
Retained (loss) (335) (512)
Total equity 9,399 9,222
------- -------
Consolidated Statement of Changes in Equity
Share Share Merger Retained Total
Capital Premium reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000
-------- -------- -------- --------- -------
Balance at 1 April 2019 136 9,516 82 177 9,911
(Loss) for the year from continued
and discontinued operations - - - (252) (252)
Total comprehensive income
for the period - - - (252) (252)
-------- -------- -------- --------- -------
Balance at 31 March 2020 136 9,516 82 (75) 9,659
(Loss) for the year from continued
and discontinued operations - - - (437) (437)
Total comprehensive income
for the period - - - (437) (437)
-------- -------- -------- --------- -------
Balance at 31 March 2021 136 9,516 82 (512) 9,222
Profit for the year from continued
and discontinued operations - - - 177 177
-------- -------- -------- --------- -------
Total comprehensive income for
the period - - - 177 177
-------- -------- -------- --------- -------
Balance at 31 March 2022 136 9,516 82 (335) 9,399
-------- -------- -------- --------- -------
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 Cumulative profit/(loss) of the Group attributable
to equity shareholders.
Consolidated Statement of Cash Flows
31 Mar 31 Mar
2022 2021
GBP000 GBP000
Cash flows from operating activities
(Loss)/profit before tax 177 (437)
Depreciation of property, plant and equipment 231 322
Amortisation of intangible assets 4 4
Interest paid 33 -
445 (111)
(Increase)/decrease in inventories (559) (122)
Decrease/(increase) in trade and other receivables (530) (70)
Increase/(decrease) in trade and other payables 1,560 1,068
Net cash generated from operating activities 916 765
------- -------
Cash flows from investing activities
Purchase of property, plant and equipment (26) (56)
Purchase of right-to -use assets - (920)
Net cash (used) in investing activities (26) (976)
------- -------
Cash flows from financing activities
Lease repayments for right-of-use assets (165) (288)
Bank loan (15) 250
Interest paid (7) (30)
Net cash (used) from financing activities (187) (68)
------- -------
Net increase/(decrease) in cash and cash equivalents 703 (279)
Cash and cash equivalents at the beginning of the year 2 281
Cash and cash equivalents at the end of the year 705 2
------- -------
Company Statement of Financial Position
31 Mar 31 Mar
2022 2021
Note GBP000 GBP000
------- -------
Assets
Non-current assets
Group Investments 11 2,391 2,391
Deferred tax asset - -
2,391 2,391
------- -------
Current assets
Trade and other receivables 14 7,115 7,464
Cash and cash equivalents (160) -
6,955 7,464
------- -------
Total assets 9,346 9,855
------- -------
Current liabilities
Trade and other payables 59 85
Loans and borrowings 15 47 309
Total current liabilities 106 394
Non-current liabilities
Loans and borrowings 15 188 -
Total liabilities 294 394
------- -------
Net assets/liabilities 9,052 9,461
------- -------
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 16 136 136
Share Premium 9,516 9,516
Merger reserve - -
Retained earnings/(deficit) (600) (191)
Total equity 9,052 9,461
------- -------
Statement of Changes in Company Equity
Share Share Merger Retained Total
Capital Premium reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 1 Apr 2019 136 9,516 2,809 368 12,829
Loss for the year - - - (328) (328)
Total comprehensive income
for the period - - - (328) (328)
Write-off of merger reserve
Write-off of merger reserve - - (2,809) - (2,809)
Balance at 31 March 2020 136 9,516 - 40 9,962
(Loss) for the year - - - (231) (231)
Total comprehensive income
for the period - - - (231) (231)
Balance at 31 March 2021 136 9,516 - (191) 9,461
(Loss) for the year - - - (409) (409)
Total comprehensive income
for the period - - - (409) (409)
Balance at 31 March 2022 136 9,516 - (600) 9,052
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.
issue expenses.
Merger reserve Amounts attributable to equity in respect of merged
subsidiary undertakings.
Retained earnings Cumulative profit/(loss) of the Group attributable
to equity shareholders.
Company Cashflow
31 Mar 31 Mar
2022 2021
GBP000 GBP000
Cash flows from operating activities
(Loss)/profit before tax (409) (231)
Interest paid 7 -
(402) (231)
Decrease/(increase) in trade and other receivables 349 (100)
(Decrease)/increase in trade and other payables (26) 15
Net cash generated from operating activities (79) (316)
------- -------
Cash flows from investing activities
Dividends receivable from subsidiary undertakings - -
Net cash generated from investing activities - -
------- -------
Cash flows from financing activities
Bank loan (22) 250
Net cash (used)/generated from financing activities (22) 250
------- -------
Net (decrease) in cash and cash equivalents (101) (66)
Cash and cash equivalents at the beginning of the year (59) 7
(Overdraft)/cash and cash equivalents at the end of the year (160) (59)
------- -------
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 books, works on
paper and stamps 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 106 New Bond Street, London W1S 1DN.
2 Basis of preparation and accounting policies
The financial statements have been prepared in accordance with
International Financial Reporting Standards including standards and
interpretations issued by the International Accounting Standards
Board and in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006.
The consolidated and Company financial statements have been
prepared on an historical cost basis.
The preparation of financial statements in conformity with IFRSs
requires the use of certain accounting estimates. It also requires
management to exercise its judgement in the process of applying the
Group's accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements are
disclosed in note 3 below.
The functional and presentational currency of the Group and the
Company is pounds sterling. The financial information is shown to
the nearest GBP1,000.
The principal accounting policies applied by the Group in the
preparation of these consolidated financial statements for the
years ended 31 March 2022 and 31 March 2021 are set out below.
These policies have been consistently applied to all periods
presented .
Going concern
The Group's trading was severely disrupted due to the
restrictions imposed internationally as a result of the onset of
Covid-19 during March 2020, and which remained in place for much of
the year ended 31 March 2021. All Covid-19 restrictions have been
lifted and this was much the case for the majority of the current
year ended 31 March 2022.
The Group remained throughout the lockdown period in 20/21 in a
reasonably strong position with nearly GBP9 million of stock and
with only a GBP250,000 Covid bank loan. Despite the closure of the
Group's retail premises and the cancellation of all of the trade
fairs both in the UK and overseas in the current financial year to
date, sales continued on the internet, by telephone and by post.
Whilst sales in total were reduced to the point where the Group
made a loss for the year-ended 31 March 2021 the relatively robust
nature of the Group's finances not allowed it to survive but resume
active business in the year to March 2021 and generate its first
profit in a number of years. At the year-end net cash exceeds
GBP400k after taking into account the now reducing Government Covid
loan and the GBP0.5 million overdraft facility remains undrawn.
The Directors have reviewed the activities of the Group since 1
April 2021 with a view to determining whether there are any
material uncertainties which may impact whether the Group can be
considered to be a going concern. The Group's primary activities
can be classified as retail, and therefore the Directors have
considered the Group's position in the light of the retail industry
as a whole as well as the Group's own circumstances. The Group's
leases on its retail premises are at relatively low rents, and in
the case of the New Bond Street lease, having an term date of
August 2023. The Group therefore does not have any exposure to any
onerous leases. The Group has an international customer base, and
is not dependent on footfall generating sales from its London
premises, or its presence at international fairs.
The Group has only a GBP250,000 Covid bank loan, which at the
year-end date is now GBP235k, repayable over five years and
therefore is not exposed to any liabilities where the terms of
repayment may change as a result of the lender's response to
Covid-19. The Group has no creditors over one year, and no
liabilities to a defined benefit pension scheme.
The Group has enjoyed a successful year and continues to expand
sales channels with its own online auctions. The Directors have
prepared revised "stressed" forecasts taking account of the results
to date, current expected demand, and cost savings identified. This
has been conducted together with an assessment of the liquidity
headroom against the cash and bank facilities including the new
Covid loan.
Part of this review resulted in the decision to close the
Mayfair Philatelic stamp business which was loss-making and unable,
in the view of the Board, to be turned around.
The Directors recognise that the current difficult geo-political
and resulting economic environment could impact business but have
concluded that there are no material uncertainties over the Group
and Company's ability to continue as a going concern. The Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the next 12 months,
therefore it is appropriate to adopt a going concern basis for the
preparation of the Financial Statements. Accordingly, these
financial statements do not include any adjustments to the carrying
amount or classification of assets and liabilities that would
result if the Group and Company were unable to continue as a going
concern .
3 Revenue
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Sales of Stock 7,839 4,857
Commissions 279 275
Other income 11 16
8,129 5,148
------- -------
All revenues are derived from a single operating segment,
collectibles.
4 Profit Before Taxation
Profit / (Loss) before taxation
is after charging/(crediting): 31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Depreciation of property, plant
and equipment 231 322
Amortisation of intangible assets 4 4
Foreign currency losses/(gains) 2 14
Employee costs 936 878
Fees payable to the Company's auditors 41 41
5 Employee costs including Directors
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Wages 819 752
Social security costs 70 75
Pension costs 32 31
Other employee benefits 15 20
936 878
------- -------
All employee costs are included in administrative expenses.
The Group received GBPnil (2021: GBP112k) in grants relating to
the Coronavirus Job Retention Scheme.
Defined contribution pension schemes.
The Group operates defined contribution retirement benefit
schemes for qualifying employees. The total cost charged to income
of GBP32k (2021: GBP31k) represents contributions payable to those
schemes by the Group at rates specified in the rules of the plans.
As at 31 March 2022, contributions due in respect of the current
reporting period of GBP3k (2021: GBP3k) had not been paid over to
the schemes and are included within payables .
6 Directors' remuneration
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Salaries and fees 192 174
Social security costs 26 10
Pension costs 6 -
Other employee benefits 8 8
One-off payments to ex-Directors 79 -
311 192
------- -------
Information regarding the highest paid Director, Jasper Allen:
Salary 120 70
Benefits 5 7
Total 125 77
There are two (2021 - one) director accruing a defined
contribution pension liability.
The Directors are considered to be the Company's key management
personnel.
7 Income tax
31 Mar 31 Mar
2022 2021
GBP000 GBP000
Current tax (credit)/expense
Current tax - -
Deferred tax - -
Total tax expense - -
--------- ---------
The charge for the year can be reconciled to the profit/(loss) per the income statement as
follows:
31 Mar 31 Mar
2022 2021
GBP000 GBP000
Profit / (Loss) before tax 177 (437)
--------- ---------
Applied corporation tax rates: 19% 19%
Tax at the UK corporation tax rate of 19% (2021: 19%): 34 (83)
Tax payable covered by available tax losses (34) -
Tax losses not recognised as deferred tax assets 83
Origination and reversal of temporary differences - -
Taxation charge - -
--------- ---------
8 Discontinued Operations
The Board conducted a review of the Mayfair Philatelic business
and determined that the business was not key to the future of the
Group and unlikely to become profitable on an ongoing basis. In
accordance with IFRS5 - Non-current assets held for sale and
discontinued business, the results for Mayfair Philatelic are shown
as Discontinued operations in the income statement of both the
current and the prior period; its assets and liabilities have been
recorded at the lower of the carrying value and fair value less
costs to sell in the financial statements for this financial year.
An analysis of the individual line items are shown below .
2022 2021
Group Group
GBP000 GBP000
Revenue 680 882
Cost of sales 374 501
Gross Profit 306 381
Distribution expenses 74 68
Administrative expenses 409 316
Impairment charge re Debtors 40 -
Impairment charge re Stock 100 -
Profit / (Loss) before tax (317) (3)
Tax - -
------------------------------------------------ -------- -------
Profit / (Loss) from discontinued operations (317) (3)
------------------------------------------------ -------- -------
Year ended
31 March 2022
GBP000
================================================ =================
Net cash (used in) / Generated from operations (77)
================================================ =================
Assets and liabilities of discontinued business
The following assets and liabilities relating to Mayfair
Philatelic are included within the relevant line of the Group
Consolidated statement of financial position at the lower of the
carrying value and fair value less costs to sell at 31 March
2022:
31 March 2022
Assets GBP000
Fixed assets 5
Intangible assets 4
Current assets - Stocks 114
Current assets - Debtors & Prepayments 458
============================================ ================
Total assets of Discontinued business 581
============================================ ================
31 March 2022
Liabilities GBP000
Trade creditors 236
Accruals 141
Total liabilities of Discontinued business 377
============================================ ================
9 Profit / (Loss) per share
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Profit / (Loss) used in calculating basic and
diluted earnings per share attributable to the
owners of the parent
Continuing operations 494 (434)
Discontinued operations (317) (3)
Total 177 (437)
Number of shares
Weighted average number of shares for the purpose
of basic and diluted earnings per share 13.6m 13.6m
------- -------
Basic earnings/(loss) per share from continuing
operations (pence per share) 3.63 (3.19)
Basic (loss) per share from discontinued
operations (pence per share) (2.33) (0.02)
------- -------
Total basic and diluted earnings/(loss)
pence per share 1.30 (3.21)
------- -------
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.
10 Intangible Assets
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Cost at the beginning and end of the year 20 20
Amortisation at the beginning of the year 12 8
Amortisation during the year 4 4
Amortisation at the end of the year 16 12
Net book value at the end of the year 4 8
------- -------
The intangible assets comprise a mailing list.
11 Investment in subsidiaries
31 Mar
2022
Company
GBP000
At 7 January 2014: nominal value of shares issued 28
Fair-value adjustment taken to merger reserve 2,809
Write-off of merger reserve on 31 March 2020 (2,809)
Deferred consideration 2,363
----------------------------------
Balance at 31 March 2022 2,391
Balance at 31 March 2021 2,391
The investments in Group undertakings are originally recorded at cost which is the fair-value
of the consideration paid. At 31 March 2019 the amount was GBP5,200,000. The Company's merger
reserve was written off as at 31 March 2020 due to the assessment of the subsidiary company's
value following the adverse impact of Covid-19. As such, the investment is now valued at GBP2,391,000.
The principal subsidiaries of the Company, all of which have been included in the consolidated
financial information, are as follows: Shapero Rare Books Ltd, Scholium Trading Ltd and Mayfair
Philatelics Ltd, all of which are wholly owned.
12 Deferred Corporation Tax
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Balance at the beginning of the year - -
Income statement - -
____ ____
Balance at the end of the year - -
The deferred tax asset comprises:
Origination and reversal of temporary differences - -
Deferred tax is calculated in full on temporary differences
under the liability method using the tax rates expected for future
periods of 19%. 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 GBP282,000 (2021:
GBP460,000) of which GBPnil has been recognised (2021: GBPnil
recognised).
In adopting IFRIC 23 - Uncertainty over tax treatments during
the year ended 31 March 2022, a review has been carried out of the
Group's ability to generate future profits that could utilise the
accumulated losses. Whilst profitable in the year it has been
concluded that it is appropriate to continue to not recognise any
deferred tax assets until sustainable profits are observed
13 Inventories
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Finished goods 9,584 9,025
Finished goods expensed in the year 5,058 3,456
------- -------
14 Trade & other receivables
31 Mar 31 Mar 31 Mar 31 Mar
2022 2021 2022 2021
Group Group Company Company
GBP000 GBP000 GBP000 GBP000
Trade debtors 1,700 1,421 - -
Other debtors 24 36 2 6
Amounts due from Group undertaking - - 7,102 7,437
Prepayments and accrued income 495 232 11 21
2,219 1,689 7,115 7,464
------- ------- -------- --------
The age profile of trade debtors comprises: GBP000
Current 547
One month past due 463
Two months past due 50
Over three months past due 798
Provision for doubtful debts (158)
1,700
-------------
As at 31 March 2022, trade receivables of GBP158k (31 March 2021 GBPnil, 31 March 2020 GBPnil)
were considered past due and impaired. The other debtors balances are categorised as loans
and receivables. All amounts shown under trade and receivables are due for payment within
one year. Some receivables will be settled against trade payables in due course.
Amounts due from Group undertakings are unsecured,
interest-free, have no fixed date of repayment and are repayable on
demand.
15 Loans and Borrowings
31 Mar 31 Mar
2022 2021
Group and Company Group and Company
GBP000 GBP000
Bank loan
At the beginning of the year 250
Drawn during the year - 250
(Repaid) in the year (15) -
At the end of the year 235 250
------------------ ------------------
Bank loan liabilities maturity analysis
------------------ ------------------
Due within one year 47 250
------------------ ------------------
Due after more than one year 188 -
------------------ ------------------
Total loans and borrowings 235 250
------------------ ------------------
16 Share Capital
31 Mar 31 Mar
2022 2021
Group and Group and
Company Company
GBP000 GBP000
Ordinary shares of GBP0.01
each
At the beginning of the
year 136 136
At the end of the year 136 136
----------- -----------
Number of shares 31 Mar 31 Mar
2022 2021
Group and Group and
Company Company
Ordinary shares of GBP0.01 Number Number
each
At the beginning of the
year 13,600,000 13,600,000
At the end of the year 13,600,000 13,600,000
----------- -----------
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.
17 Right of use Asset lease Liabilities
31 Mar 31 Mar
2022 2021
Group Group
GBP000 GBP000
Land and buildings 980 1,119
------- -------
Lease liability maturity analysis
------- -------
Due within one year 193 1,119
------- -------
Due after more than one year 787 -
------- -------
Total right-of-use lease liabilities 980 1,119
------- -------
18 Post balance sheet date events
Mayfair Philatelic
The Board determined in the financial year-ended 31 March 2022
that the continuing losses from the Mayfair business were
unsustainable and following an assessment of the available options
the Board made the decision to close the business. Its last major
auction was conducted in March 2022 and since then the business has
been operating in an orderly wind-down mode with the remaining
stock being sold on an as and when basis and debtors collected.
Costs, primarily staff and property, are being released with the
majority of these having ceased within three months of the
financial year-end date.
Property Leases
Following the year-end date the leases for the Group's property
at 105 and 106 New Bond Street were renegotiated with the result
that the previous separate leases were replaced by a single lease
covering both properties with a term end date of 31 August
2023.
There have been no other material events directly affecting the
Group since the end of the financial year date.
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END
FR SEMFWLEESEEA
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August 25, 2022 02:00 ET (06:00 GMT)
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