TIDMSCHO
RNS Number : 8048J
Scholium Group PLC
26 August 2021
26 August 2021
Scholium Group plc ('Scholium' or the 'Group')
Preliminary Results for the year ended 31 March 2021
This announcement contains inside information for the purposes
of Article 7 of regulation 596/2014.
Scholium is engaged in the business of rare books, modern
prints, art and collectibles. Its primary operating subsidiary is
Shapero Rare Books, one of the leading UK dealers trading
internationally in rare and antiquarian books and works on paper,
which also trades as Shapero Modern, a leading UK dealer in the
growing marketplace of modern and contemporary prints.
The Group also trades alongside other third party dealers in the
broader arts and collectibles business as Scholium Trading, and
deals in and sells by auction stamps and philatelic items as
Mayfair Philatelics.
Operating Highlights
-- A significant and encouraging increase in online sales across
Shapero Rare Books, Modern Prints and Mayfair Philatelics
-- The Group's three trading entities achieved breakeven trading for the year to 31 March 2021
-- The Group's loss before tax was GBP437k, including GBP125k
exceptional costs of moving premises and GBP314k of central
costs
-- Group is now trading profitably in the first four months of the current year
-- Group net cash of GBP183k after deducting Covid bank loan of GBP250k as at 25 August 2021
Financial Highlights
Years ended 31 March (GBP'000) 2021 2020
Revenue 6,029 7,300
Gross Profit 2,072 2,920
Gross Margin 34% 40%
(Loss)/profit before tax (437) 25
(Net borrowings)/cash (248) 281
NAV/Share 68p 71p
A copy of the 2021 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. http://scholiumgroup.com
The Company's AGM will be held at 10.30am at 106 New Bond
Street, London W1S 1DN on 29 September 2021.
Jasper Allen, Chairman of Scholium, noted "Whilst the results
for the year to 31 March 2021 are disappointing due to the impact
of Covid, we are pleased to have traded profitably in the four
months to July this current financial year, and with the transition
to higher levels of online activity."
For further information, please contact
Scholium Group plc
Jasper Allen, Chairman.
Peter Floyd, Finance Director +44 (0)20 7493 0876
----------------------------------- -------------------
WH Ireland Ltd - Nominated Adviser
Chris Fielding , Lydia Zychowska +44 (0)20 7220 1666
Chairman's Statement
The Group's revenues for the year ended 31 March 2021 decreased
by 17% to GBP6.0 million (2020: GBP7.3 million) as a result of the
adverse impact of the Covid restrictions imposed by governments
around the world from March 2020 onwards, including the closure of
the shop, the cessation of trade fairs and the absence of overseas
customers visiting London.
The Group responded to these difficulties by successfully
migrating much of the business online, and both Shapero Rare Books,
Shapero Modern's prints business and Mayfair Philatelics are better
placed going forward as a result. Scholium Trading has not been
able to transfer its activities online to the same extent, but
nevertheless retains an interest in some paintings with good
potential. Shapero Rare Books continues to be one of the world's
leading rare book dealers and will ultimately benefit from the move
to lower cost premises in the years ahead. The Group also relocated
its business to lower cost premises during the year.
In a further response to Covid and its impact on the Group's
business, the Board has implemented a cost reduction programme
which is focused on returning the Group to profitability. Both
staff and premises costs are expected to be lower by an aggregate
of GBP300,000 on an annualised basis going forward.
Excluding the costs of moving premises in October 2020, the
Group incurred a loss of GBP154,000 in the second half of the
financial year. The overall loss of GBP437,000 (2020: GBP252,000)
for the Group included the central plc costs of GBP314,000 and the
costs of moving premises of GBP125,000. Thus the Group's trading
entities, Shapero Rare Books, Shapero Modern, Scholium Trading and
Mayfair Philatelics traded at breakeven, which is a creditable
result in these difficult trading circumstances.
The Board is continuing to search for further acquisitions in
related areas and has identified a small number of companies with
which it had preliminary discussions during the year.
The Group remains well capitalised with GBP9.0 million of stock,
with only GBP248,000 of net bank borrowings. The Group also has an
undrawn overdraft facility of GBP500,000 available to it.
Results
Group revenue for the year of GBP6.0 million (2020: GBP7.3
million) generated a loss before tax of GBP437,000 (2020: profit of
GBP25,000). The Group no longer recognizes deferred tax assets and
therefore the loss after tax for the year to 31 March 2021 was also
GBP437,0000 (2020: loss GBP252,000).
Staff
The Group's operations, particularly over these difficult times,
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 again for their contribution and effort, particularly
when working from home, during the year.
Current Trading and Prospects
Trading conditions have inevitably been difficult since 31 March
2021, and the Group's retail premises remained closed until
mid-April. Since re-opening, online sales have been maintained but
footfall has been significantly lower than in the previous year.
Trading for the first four months of the current year has been
profitable, which is encouraging, and net cash is now positive. The
further cost reductions will benefit the second half of the
year.
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 2021; 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 maintains
value from ownership of its stock and 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. Regular
auctions are held online from London, where both the company's own
stock and third party consignments are sold.
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;
-- optimize working capital in existing businesses to provide
funds for new business development; and
-- continue to develop all its entities 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.
Review of the year from continuing operations
The Group's revenues decreased to GBP6.0m from GBP7.3m in the
prior year due to decreased sales in each of the constituent
businesses. The Group was lossmaking during the year, as a result
of the impact of Covid-19 and the consequent reduced activity and
compulsory closure of its retail premises. Gross profit decreased
by 29% compared with the prior year ended 31 March 2020, and the
margin made on sales diminished from 40% last year to 34% in the
year ended 31 March 2021 due to the more difficult market.
Direct costs decreased primarily due to the cancellation of
physical book fairs in the UK and internationally. Overhead
expenses were at similar levels to last year. The Group incurred
exceptional costs amounting to GBP125k following the termination of
its lease in St George Street and its move to new premises in Bond
Street and Maddox Street. Central costs, including the costs of the
Company's listing on AIM, were marginally higher than the prior
year.
The Group's loss before tax for the year to 31 March 2021 was
GBP437k.
Group performance for the 12 months ended 31 March 2021 by half
year
----------------------------------------------------------------------
6 months ended (GBP'000) H1 (unaudited) H2 Variance
------------------------------- ------------------ ------ ---------
Revenue 3,120 2,909 -7%
Gross Profit 978 1,094 12%
(Loss) before tax (158) (279) -77%
The increase in the loss in the second half can be attributed to
the costs of moving premises in October 2020.
The Group's stock at 31 March 2021 was GBP9,025k compared with
the prior year of GBP8,981k. Shapero Rare Books had a slightly
increased stock level as March 2021 sales were curtailed by the
onset of restrictions due to Covid 19. Scholium Trading's stock was
also slightly higher by comparison with the prior year due to
purchases in March. Mayfair Philatelics' stock was slightly below
the prior year.
Group cash at 31 March 2021 was GBP2k, after drawing down a
GBP250k Covid bank loan. Net cash at GBP248k overdrawn was
therefore lower by GBP529k than the GBP281k cash in the prior year.
The Group's overdraft was used during the year in order to manage
its working capital requirements.
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
Years ended 31 March (GBP'000) 2021 2020 Variance
Revenue 6,029 7,300 -17%
Gross Profit 2,072 2,920 -29%
Gross Margin 34% 40% -14%
Stock Turnover (months) 27.3 24.2 -13%
(Net borrowings)/cash (248) 281 n/a
Group Performance
The financial information below excludes the application of
intragroup management charges.
Shapero Rare Books
Shapero Rare Books (SRB) managed to trade at breakeven during
the year ended 31 March 2021 prior to the exceptional costs
incurred in moving premises. The year's sales were GBP5,098k, below
the prior year's sales of GBP5,889k and gross profit likewise at
GBP1,678k for the year ended 31 March 2021 compared with the prior
year of GBP2,293k.
Direct costs including the attendance at fairs, exhibitions, and
catalogues decreased from GBP579k in the prior year to GBP210k in
the year to 31 March 2021. This reflected the absence of exhibiting
at fairs. Overhead costs, excluding the costs of moving during the
year of GBP125k, declined marginally from GBP1,556k in the prior
year to GBP1,433k in the year to 31 March 2021.
SRB therefore recorded a loss before tax of GBP119k, or profit
before exceptional costs of GBP6k, compared with the profit of
GBP145k in the prior year.
Scholium Trading
Scholium Trading had a difficult year, as the market for works
of art and paintings was quiet during the year. Sales were GBP50k,
compared with GBP479k in the prior year, with a gross profit of
GBP14k compared to GBP236k for the prior year. The loss before tax
was GBP1k compared with a profit of GBP201k in the prior year.
Mayfair Philatelics
The year to 31 March 2021 continued the fuller six (2020: six)
auction programme for Mayfair Philatelics, all of which were held
online or by post. Although the year's revenues were lower at
GBP881k (2020: GBP931k), costs were also lower as a result of the
move to online auctions. The loss for the year was therefore GBP3k
(2020: loss of GBP23k).
Central Costs
Central costs include the cost of all board members as well as
those costs associated with the Group's AIM listing. The central
costs were GBP314k in the year to 31 March 2021, an increase of
GBP15k from the prior year's total of GBP299k. These costs include
the cost of managing the Group, its audit, tax and professional
fees, as well as the costs of maintaining the AIM listing for the
Company's shares.
Year ended 31 March 2021 (GBP ' 000)
Shapero Scholium Mayfair
Rare Books Trading Philatelic Central Consolidated
-------------- ------------------ ------------------- ------------------ ------- ------------
Revenue 5,098 50 881 - 6,029
Gross Profit 1,678 14 380 - 2,072
Gross Margin 33% 28% 43% - 34%
Profit/(Loss)
before tax (119) (1) (3) (314) (437)
Year ended 31 March 2020 (GBP'000)
Shapero Scholium Mayfair
Rare Books Trading Philatelic Central Consolidated
-------------- ---------------- ---------------- ----------- ------- ------------
Revenue 5,889 479 932 - 7,300
Gross Profit 2,293 236 391 - 2,920
Gross Margin 39% 49% 42% 0% 40%
Profit/(Loss)
before tax 145 202 (23) (299) 25
Dividend
The Board does not propose to declare a final dividend for the
financial year ended 31 March 2021.
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 and Stanley Gibbons and Spink 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 not certain that the Group could claim under
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 balance sheet 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 and Mayfair Philatelics operate. 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 Directors anticipate that the Group will 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 contracts for any hedging arrangements in respect of
currency positions.
Pandemics and government imposed trading restrictions
The Group's trading capabilities are vulnerable to the
prevalence of pandemics such as Covid 19 which has 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
As a result of the restrictions imposed by the UK government in
response to Covid 19, the Group is presently trading profitably in
the first four months of the current year.
The core business of Shapero Rare Books is one of the leading
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.
Mayfair Philatelics now has a full year's auction programme in
place.
The board continues to review the opportunity for making further
cost savings, with a view to improving the Group's profitability
and thereby creating improved shareholder value. As part of this
process, the Group relocated its retail bookshop to lower cost
premises during the course of the year ending 31 March 2021.
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 Mar 31 Mar
2021 2020
Note GBP000 GBP000
Revenue 3 6,029 7,300
Cost of Sales (3,957) (4,380)
Gross profit 2,072 2,920
----------- -----------
Distribution expenses (282) (720)
----------- -----------
Administrative expenses (2,198) (2,162)
Total administrative expenses (2,198) (2,162)
----------- -----------
(Loss)/ profit from operations (407) 37
Financial (expense) (30) (13)
Profit/(loss) before taxation (437) 25
Income tax (expense) 7 - (277)
(Loss) for the year from continuing operations and total comprehensive income
attributable
to equity holders of the parent company (437) (252)
----------- -----------
Basic and diluted profit/(loss) per share:
From continuing operations - pence 8 (3.21) (1.86)
Total diluted (loss)/ profit per share - pence (3.21) (1.86)
----------- -----------
Consolidated Statement of Financial Position
31 Mar 31 Mar
2021 2020
Note GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment 1,175 233
Intangible assets 9 8 12
Deferred corporation tax asset 11 - -
1,183 245
------- -------
Current assets
Inventories 12 9,025 8,981
Trade and other receivables 13 1,689 1,492
Cash and cash equivalents 2 281
10,716 10,754
------- -------
Total assets 11,899 10,999
------- -------
Current liabilities
Trade and other payables 1,308 1,168
Loans and borrowings 14 250 -
Right-of-use asset lease liabilities 16 1,119 172
Total current liabilities 2,677 1,340
------- -------
Total liabilities 2,677 1,340
------- -------
Net assets/liabilities 9,222 9,659
------- -------
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 15 136 136
Share Premium 9,516 9,516
Merger reserve 82 82
Retained (loss)/earnings (512) (75)
Total equity 9,222 9,659
------- -------
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 2018 136 9,516 82 190 9,924
(Loss) for the year from continued
and discontinued operations - - - (13) (13)
Total comprehensive income for
the period - - - (13) (13)
-------- -------- -------- --------- -------
Balance at 31 March 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 (437) 9,222
-------- -------- -------- --------- -------
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
2021 2020
GBP000 GBP000
Cash flows from operating activities
(Loss)/profit before tax (437) 25
Depreciation of property, plant and equipment 322 326
Amortisation of intangible assets 4 4
(111) 355
(Increase)/decrease in inventories (122) (325)
Decrease/(increase) in trade and other receivables (70) 1,037
Increase/(decrease) in trade and other payables 1,067 (633)
Net cash generated from operating activities 764 433
------- -------
Cash flows from investing activities
Purchase of property, plant and equipment (56) (36)
Purchase of right-to -use assets (920) -
Net cash (used) in investing activities (976) (36)
------- -------
Cash flows from financing activities
Lease repayments for right-of-use assets (288) (296)
Bank loan 250 -
Interest paid (30) (13)
Net cash (used) from financing activities (68) (309)
------- -------
Net increase/(decrease) in cash and cash equivalents (279) 89
Cash and cash equivalents at the beginning of the year 281 192
Cash and cash equivalents at the end of the year 2 281
------- -------
Company Statement of Financial Position
31 Mar 31 Mar
2021 2020
Note GBP000 GBP000
------- -------
Assets
Non-current assets
Group Investments 10 2,391 2,391
Deferred tax asset - -
2,391 2,391
------- -------
Current assets
Trade and other receivables 13 7,464 7,364
Cash and cash equivalents - 7
7,464 7,371
------- -------
Total assets 9,855 9,762
------- -------
Current liabilities
Trade and other payables 85 70
Loans and borrowings 14 309 -
Total current liabilities 394 70
------- -------
Total liabilities 394 70
------- -------
Net assets/liabilities 9,461 9,692
------- -------
Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares 15 136 136
Share Premium 9,516 9,516
Merger reserve - -
Retained earnings/(deficit) (191) 40
Total equity 9,461 12,829
------- -------
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 2018 136 9,516 2,809 (469) 11,992
Profit for the year - - - 837 837
Total comprehensive income for the period - - - 837 837
-------- -------- -------- ------------- --------
Balance at 31 March 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 - - (2,809) - (2,809)
Balance at 31 March 2020 136 9,516 - 40 9,962
(Loss) for the year - - - (314) (314)
Total comprehensive income for the period - - - (314) (314)
-------- -------- -------- ------------- --------
Balance at 31 March 2021 136 9,516 - (274) 9,378
-------- -------- -------- ------------- --------
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
2021 2020
GBP000 GBP000
Cash flows from operating activities
(Loss)/profit before tax (314) (220)
(314) (220)
Decrease/(increase) in trade and other receivables (17) 198
(Decrease)/increase in trade and other payables 15 20
Net cash generated from operating activities (316) (2)
------- -------
Cash flows from investing activities
Dividends receivable from subsidiary undertakings - -
Net cash generated from investing activities - -
------- -------
Cash flows from financing activities
Bank loan 250 -
Net cash (used)/generated from financing activities - -
------- -------
Net increase/(decrease) in cash and cash equivalents (66) (2)
Cash and cash equivalents at the beginning of the year 7 9
(Overdraft)/cash and cash equivalents at the end of the year (59) 7
------- -------
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 2021 and 31 March 2020 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 have remained in place for
much of the year ended 31 March 2021.
The United Kingdom government imposed a number of restrictions
on businesses and the population from March 2020 onwards (the
lockdown period). The Group has remained 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
have continued on the internet, by telephone and by post. These
sales are at considerably reduced levels and the Group has been
loss making. The overdraft has been used throughout some of the
year ended 31 March 2021, but as of this date, cash balances
(excluding the Covid loan) are positive 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
new leases on its retail premises are at lower rents, and more
short term with the New Bond Street lease having an option to
terminate on 29 September 2022. 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's costs have reduced following the cancellation of
trade fairs, and travel and subsistence costs are also lower than
in prior years.
The Group has only a GBP250,000 Covid bank loan 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 continued to make sales, and has recently
concluded its own successful online auctions of both books and
works on paper, and philatelic items, that have demonstrated that
the continued ability to trade from retail premises, whilst
desirable, is not fundamental to the Group's ability to sell its
inventory to its customers at satisfactory margins. In addition,
inventory has been consigned to third party auctions and sold
satisfactorily.
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.
The Directors have concluded that the continued potential impact
of the COVID-19 pandemic described above does not represent a
material uncertainty 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
2021 2020
Group Group
GBP000 GBP000
Sales of Stock 5,738 7,214
Commissions 275 60
Other income 16 26
6,029 7,300
------- -------
All revenues are derived from a single operating segment,
collectibles.
4 (Loss) Before Taxation
(Loss) before taxation is after charging/(crediting): 31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Depreciation of property, plant and equipment 322 326
Amortisation of intangible assets 4 4
Operating lease rentals - -
Foreign currency losses/(gains) 14 (9)
Employee costs (note 7) 878 976
Fees payable to the Company's auditors (note 9) 41 41
5 Employee costs including Directors
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Wages 752 833
Social security costs 75 91
Pension costs 31 38
Other employee benefits 20 14
878 976
------- -------
All employee costs are included in administrative expenses.
The Group received GBP112k (2020: GBPnil) 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 GBP31k (2020: GBP38k) represents contributions payable to those
schemes by the Group at rates specified in the rules of the plans.
As at 31 March 2021, contributions due in respect of the current
reporting period of GBP3k (2020: GBP3k) had not been paid over to
the schemes and are included within payables.
6 Directors' remuneration
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Salaries and fees 174 183
Social security costs 10 10
Pension costs - 1
Other employee benefits 8 7
192 201
------- -------
Information regarding the highest paid Director, Jasper Allen:
Salary 70 76
Benefits 7 7
77 83
There is one (2020 - 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
2021 2020
GBP000 GBP000
Current tax (credit)/expense
Current tax - -
Deferred tax - (277)
Impact of change in UK Corporation tax rate - -
Origination and reversal of temporary differences - -
Total tax expense - (277)
--------- ---------
The charge for the year can be reconciled to the profit/(loss) per the income statement as
follows:
31 Mar 31 Mar
2021 2020
GBP000 GBP000
(Loss)/profit before tax (437) 25
--------- ---------
Applied corporation tax rates: 19% 19%
Tax at the UK corporation tax rate of 19% (2020: 19%): (83) 5
Tax losses not recognized as deferred tax assets 83 -
Write off of previously recognised tax losses - (277)
Origination and reversal of temporary differences - (5)
Taxation charge - (277)
--------- ---------
8 (Loss) per share
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
(Loss) used in calculating basic and diluted earnings
per share attributable to the owners of the parent (437) (252)
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) (3.21) (1.86)
Total basic and diluted earnings/(loss)
per share - pence (3.21) (1.86)
------- -------
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.
9 Intangible Assets
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Cost at the beginning and end of the year 20 20
____ ____
Amortisation at the beginning of the year 8 4
Amortisation during the year 4 4
____ ____
Amortisation at the end of the year 12 8
____ ____
Net book value at the end of the year 8 12
The intangible assets comprise a mailing list.
10 Investment in subsidiaries
31 Mar
2021
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 2020 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.
11 Deferred Corporation Tax
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Balance at the beginning of the year - 277
Income statement - (277)
____ ____
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 GBP460,000 (2020:
GBP378,000) of which GBPnil has been recognised (2020: GBPnil
recognised).
In adopting IFRIC 23 Uncertainty over tax treatments during the
year ended 31 March 2020, a review has been carried out of the
Group's ability to generate future profits in the light of
Covid-19. This has concluded that it is no longer appropriate to
continue to recognise any deferred tax assets.
12 Inventories
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Finished goods 9,025 8,981
Finished goods expensed in the year 3,892 4,222
------- --------
13 Trade & other receivables
31 Mar 31 Mar 31 Mar 31 Mar
2021 2020 2021 2020
Group Group Company Company
GBP000 GBP000 GBP000 GBP000
Trade debtors 1,421 1,347 - -
Other debtors 36 47 6 5
Amounts due from Group undertaking - - 7,437 7,339
Prepayments and accrued income 232 98 21 20
1,689 1,492 7,464 7,364
------- ------- -------- --------
The age profile of trade debtors comprises: GBP000
Current 560
One month past due 10
Two months past due 97
Over three months past due 754
Provision for doubtful debts -
1,421
------------
As at 31 March 2021, trade receivables of GBPnil (31 March 2020 GBPnil, 31 March 2019 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.
14 Loans and Borrowings
31 Mar 31 Mar
2021 2020
Group and Company Group and Company
GBP000 GBP000
Bank loan
At the beginning of the year -
Drawn during the year 250 250
------------------ ------------------
At the end of the year 250 250
------------------ ------------------
15 Share Capital
31 Mar 31 Mar
2021 2020
Group and Company Group and Company
GBP000 GBP000
Ordinary shares of GBP0.01 each
At the beginning of the year 136 136
Issued in the year - -
------------------ ------------------
At the end of the year 136 136
------------------ ------------------
Number of shares 31 Mar 31 Mar
2021 2020
Group and Company Group and Company
Ordinary shares of GBP0.01 each Number Number
At the beginning of the year 13,600,000 13,600,000
Issued in the year - -
------------------ ------------------
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.
16 Right of use Asset lease Liabilities
31 Mar 31 Mar
2021 2020
Group Group
GBP000 GBP000
Land and buildings 1,119 172
------- -------
17 Post balance sheet date events
The Group's trading remains disrupted due to the continuing
restrictions imposed internationally in response to Covid-19.
Despite the closure of the Group's retail premises until
mid-June 2021and the cancellation of all of the fairs both in the
UK and overseas in the current financial year to date, sales have
continued on the internet, by telephone and by post. The Group has
traded profitably in the first four months of the current year to
31 March 2022. Cash balances are positive and the GBP0.5 million
overdraft facility remains undrawn. Management remains focussed on
the cost reduction programme as well as generating as many sales as
possible during this unprecedented period. The outcome for the
first half year to 30 September 2021 is presently uncertain given
the current market conditions.
However, the continuing sales to date in present circumstances
provide some encouragement that the Group will prevail to take
advantage of opportunities as conditions hopefully begin to
improve. Although the Group's retail premises have re-opened in
mid- June, customer footfall has not returned to pre-pandemic
levels. Sales have increased in June and July compared with April
and May, and successful online sales have been held of books, works
on paper and philatelic items.
There have been no other material events directly affecting the
Group since the balance sheet date.
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END
FR SEDFMIEFSEDA
(END) Dow Jones Newswires
August 26, 2021 02:00 ET (06:00 GMT)
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