Interim Report & Financial Statements
Six Months ended 30 September 2018
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
The directors of Scholium Group plc ("Scholium", the "Company" or, together with its subsidiaries, the "Group") present their report and financial statements for the Group for the six months ended 30 September 2018.
· Revenues broadly in line with prior year but up by 19.5% if the en bloc disposal of a part interest in the Group's stock of Russian books and works on paper in September 2017 is excluded
· Gross profit ahead by 12.2% compared with last year and at a higher margin (36%) as the Russian stock disposal in 2017 depressed the margin for the prior year (32%)
· Pre-tax loss of £56,000 due to loss of £104,000 in the start-up Mayfair Philatelics: like for like the Group as constituted in the first half of last year made a profit of £48,000 compared with the prior half year profit of £61,000
· The first time adoption of IFRS 15 and the consequent change in the recognition of sales has resulted in lower net revenues of £14,000 which is a timing difference the reversal of which is dependent on the ultimate performance of the sales contracts including the delivery of items to customers.
Six months ended September |
2018 |
2017 |
Change |
(£000 unless otherwise stated) |
|
|
|
Revenue |
3,297 |
3,323 |
-0.8% |
|
|
|
|
Gross Profit |
1,176 |
1,048 |
12.2% |
|
|
|
|
Gross Margin |
36% |
32% |
|
|
|
|
|
Pre-Tax (Loss) /Profit |
(56) |
61 |
|
|
|
|
|
Inventories |
8,905 |
8,068 |
10.4% |
|
|
|
|
(Net overdraft)/Cash |
(245) |
988 |
|
|
|
|
|
Net Asset Value |
9,868 |
9,959 |
-0.9% |
|
|
|
|
NAV/Share (pence) |
72.6 |
73.2 |
|
Jasper Allen, Chairman of Scholium, noted
"It has been pleasing that the Group's main trading subsidiary, Shapero Rare Books, and Scholium Trading continue to trade profitably in this first six months to 30 September 2018. Our new stamp venture, Mayfair Philatelics Limited incurred a loss as expected, but will improve its revenues in the second half due to it holding three of its four auctions a year in Scholium's second six months
The Group has implemented IFRS15 which has had a small adverse impact on the results for this half year.
The Board look forward to improved trading in the second half of the financial year"
For further information, please contact:
Scholium Group plc Jasper Allen, Chairman Peter Floyd, Chief Financial Officer |
+44 (0)20 7493 0876 |
WH Ireland Ltd - Nominated Adviser Chris Fielding/Jessica Cave |
+44 (020) 7220 1666 |
Scholium Group companies are involved primarily in the trading and retailing of antiquarian books and other works on paper, as well as dealing in rare and collectible items in the wider art market.
The group of businesses comprises:
• Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, located in Mayfair, London;
• Scholium Trading, a company set up to trade in conjunction with other dealers in high value rare and collectible items; and
• Mayfair Philatelics, a retail and auction philatelic business
The Group earned revenue in the six months to 30 September 2018 from:
• the sale of rare books and works on paper through Shapero Rare Books;
• the sale of other rare and collectible items through Scholium Trading ; and
• the sale of philatelic items through Mayfair Philatelics
The Group's strategy is to:
• build, either organically or by acquisition, a portfolio of collectibles businesses to enable further diversification and development 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
• continue to develop all its trading entities by trading alongside other dealers in high value rare and collectible items and by participating in the acquisition of large consignments for onward sale.
The Directors intend, in due course, to provide an attractive level of dividends to shareholders along with stable asset-backed growth driven by the markets in which the Group operates.
Our current principal KPIs are:
• Sales, gross margin, profit before tax, earnings per share;
• the breadth and distribution of the stock of rare books held by the Group;
• stock turnover; and
• free cash flow.
The Group incurred a small loss of £56k during the six months to 30 September 2018, with Mayfair Philatelics' loss being £104k, and therefore the Group's profit was £48k on a like for like basis with the same period last year.
The accounts for this six month period have been prepared adopting IFRS 15, which has required the Group to change its policy for recognising sales revenues. In prior periods up to 31 March 2018, sales revenues were recognised at the time of raising the sales invoice. Sales revenues for the period since 1 April 2018 are now recognised at the time of invoicing only if delivery of the items to the customer has taken place and therefore control of the item has passed to the customer. This change in policy has resulted in the recognition of some sales being deferred until payment is received from those customers and the consequent delivery of the items to those customers. The net effect of this change in policy to increase the Group's loss before tax from £42k to £56k for the six months to 30 September 2018.
Turnover decreased by 1% compared to the same period in the prior year. This was due to lower sales in both Shapero Rare Books (SRB) and Scholium Trading, offset by an increase in sales from Mayfair Philatelics. SRB's sales were £241k lower than last year as its turnover and cost of sales in the prior year increased by £565k due to the part en bloc disposal of its Russian stock as announced on 26 September 2017. Excluding this part disposal, Group turnover increased by 19.5%. Gross Profit increased by 12.2% to £1,176k (2017:£1,048k; 2016: £903k) reflecting the contribution from Mayfair Philatelics and the non-recurring sale of Russian stock.
Group costs, including Distribution and Administrative expenses, increased by 25% compared to the prior year to £1,229k (2017:£987k; 2016: £1,142k). The costs of Mayfair Philatelics represented £220k of this £242k increase, with the balance of £22k being the small increase in the remainder of the Group's costs compared with the prior year. The Group's costs will increase in the second half, as there are more book and art fairs to attend, and there will be three auctions in Mayfair compared to only one in the first half of the year which are all expected to contribute to revenue and gross margin.
The Group result for the six months was a loss before tax of £56k (2017: profit of £61k; 2016: loss of £239k). There is no tax charge or credit for current or deferred tax (2017: £11k; 2016: £0k) as the Group has brought forward tax losses.
Inventories increased by £837k to £8,905k (2017:£8,068k; 2016: £7,879k. This is due mainly to the start of business by Mayfair Philatelics, whose inventory was £678k (2017:£0k; 2016:£0k). Cash consequently decreased by £1,233k (2017: increase £166k; 2016: increase £1,154k) compared with the position at 30 September 2017. Free cashflow during the period was therefore £(461)k (2017:£18k; 2016: £(155)k).
Six months ended September (all figures £'000) |
2018 |
2017 |
Change |
Revenue |
3,297 |
3,323 |
-0.8% |
Gross Profit |
1,176 |
1,048 |
12.2% |
Gross Margin |
36% |
32% |
|
Distribution Expenses |
(192) |
(61) |
220% |
Administrative Expenses |
(1,037) |
(926) |
8.4% |
Pre-Tax (Loss) / Profit |
(56) |
61 |
|
|
|
|
|
Inventories |
8,905 |
8,068 |
10.4% |
Cash |
(245) |
988 |
|
Net Asset Value |
9,868 |
9,959 |
-0.9% |
NAV/Share (pence) |
72.6 |
73.2 |
|
The Group retains a strong balance sheet. Net assets of £9,868k (2017: £9,959k; 2016: £9,908k) are supported by £8,905k of stock (2017: £8,068k; 2016: £7,879k). This equates to 72.6p of net assets per share (2017: 73.2p; 2016: 72.8p).
Group Strategy
The Group has continued with the diversification of its revenue streams through Mayfair Philatelics Limited. One auction was held during the first six months, while three auctions are planned for the second half of the financial year ending 31 March 2019. With the exception of this new venture, the focus on improved business processes will continue, but as noted above, the direct costs of the Group will increase in the second half of this financial year as both SRB and Mayfair Philatelics have busier trading programmes in terms of catalogues, attendance at fairs and auctions to be held which are expected to contribute to revenues. Mayfair is also expected to continue its marketing expenditure in order to develop and build its business further.
The Group is also focussed on reducing its inventories as part of the process towards rebalancing its business towards consignments from third parties for either retail or auction sales.
The Shapero brand trades out of the St. George Street premises. It includes Shapero Rare Books and Shapero Modern. The bulk of the trade, through Shapero Rare Books, is in rare and antiquarian books and works on paper. Shapero Modern is a newer brand which was set up in 2014 to participate in the increasingly large international trade in modern and contemporary prints.
Trading in both rare books and Shapero Modern was similar during the first six months of the year to the prior year, excluding the en bloc disposal of the part interest in the Russian stock which had no profit impact. Turnover decreased by 8% as compared to the prior-year period to £2,754k (2017: £2,995k; 2016: £1,929k) as there was no similar Russian stock disposal in 2018. The gross margin of 36% (2017: 32%; 2016: 41%) improved as a consequence. The profit achieved by this subsidiary for the first six months of the financial year was £87k (2017:£68k; 2016: loss of £186k).
Six months ended September (all figures £'000) |
2018 |
2017 |
Change |
Revenue |
2,754 |
|
-0.8% |
Gross Profit |
998 |
955 |
4.5% |
Gross Margin |
36% |
32% |
|
Pre-Tax Profit / (Loss) |
|
68 |
27.9% |
Scholium Trading was set up to trade alongside third party dealers in rare and collectible items. It typically trades in paintings and works of art.
Scholium trading's activity tends to be more irregular than the other businesses in the Group, which has been evident in the six months to 30 September 2018. The first half resulted in sales of £127k (2017:£421k; 2016: £197k), albeit with a higher gross margin than 2017 of 38% (2017:22%; 2016 58%). This produced a gross profit of £48k (2017:£93k; 2016: £114k).
Six months ended September (all figures £'000) |
2018 |
2017 |
Change |
Revenue |
|
|
-69.9% |
Gross Profit |
|
93 |
-48.4% |
Gross Margin |
38% |
22% |
|
Pre-Tax Profit |
|
64 |
-31.3% |
Mayfair Philatelics commenced trading in October 2017. It deals in and auctions philatelic items. During the first half of the current year, it held one auction. Three auctions are planned for the second half of the year. Next year it is intended to hold two auctions in each half year.
The first half resulted in sales of £404k (2017:£0k; 2016: £0) from both retail and auction activities. Gross profit, which was principally from the auction activities, amounted to £116k (2017:£0k; 2016: £0k). Direct costs and overheads amounted to £174k (2017:£0k; 2016:£0k) and still include the costs of establishing the business in particular marketing to potential customers. This is expected to continue in the second half of the year. There has already been some success in attracting consignments for future auctions.
Six months ended September (all figures £'000) |
2018 |
2017 |
Change |
Revenue |
|
|
|
Gross Profit |
|
- |
|
Gross Margin |
29% |
- |
|
Pre-Tax(Loss) |
|
- |
|
The central costs of the business include all board directors and the various costs associated with the AIM listing, net of amounts recharged to the subsidiary businesses. In the six months ended 30 September 2018 these net costs were £59k (2017:£72k; 2016: £157k) as compared to the prior year.
Six months ended September (all figures £'000) |
2018 |
2017 |
Change |
Pre-Tax (Loss) |
(59) |
(72) |
18.0% |
The profitability of the Group's established businesses has continued into the first six months of this financial year. The Group is continuing to focus on improving business processes and increasing the number of consignments, as compared with purchasing stock, in both its books and philatelic businesses with a view to improving the return on capital employed. The emphasis in this second half year will be on maintaining the momentum of Shapero Rare Book's trading, whilst at the same time increasing the revenues of the Group's new philatelic business, continuing the activities of Scholium Trading and reducing the level of stock.
Like all businesses, the Group faces risks and uncertainties that could impact on the Group's strategy. The Board recognizes that the nature and scope of these risks can change and regularly reviews the risks faced by the Group and the systems and processes to mitigate such risks.
The principal risks and uncertainties affecting the continuing business activities of the Group were outlined in detail in the Strategic Report section of the annual report covering the full year ended 31 March 2018.
In preparing this interim report for the six months ended 30 September 2018, the Board has reviewed these risks and uncertainties and considers that there have been no changes since the publication of the 2018 Annual Report.
We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 30 September 2018 which comprises the condensed consolidated statement of comprehensive income, the consolidated statement of changes in equity, the condensed consolidated statement of financial position and the consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.
The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the AIM rules.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this interim report has been prepared in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU.
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review.
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30th September 2018 is not prepared, in all material respects, in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU and the AIM rules.
L Baker ACA
For and on behalf of
Wenn Townsend Chartered Accountants
Oxford, United Kingdom
29 November 2018
|
|
|
|
|
Six-month Period Ended (Unaudited) |
Six-month Period Ended (Unaudited) |
Year Ended (Audited) |
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
Note |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
Revenue |
|
|
|
4 |
3,297 |
3,323 |
6,715 |
Cost of Sales |
|
|
|
|
(2,071) |
(2,275) |
(4,228) |
Gross profit |
|
|
|
|
1,176 |
1,048 |
2,487 |
|
|
|
|
|
|
|
|
Distribution costs |
|
|
|
|
(192) |
(61) |
(512) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
|
(1,037) |
(926) |
(1,937) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total administrative expenses |
|
|
|
|
(1,037) |
(926) |
(1,937) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit from operations |
|
|
|
|
(53) |
61 |
38 |
|
|
|
|
|
|
|
|
Financial income |
|
|
|
|
- |
- |
- |
Financial expenses |
|
|
|
|
(3) |
- |
- |
|
|
|
|
|
|
|
|
Profit/(loss) before taxation |
|
|
|
|
(56) |
61 |
38 |
|
|
|
|
|
|
|
|
Income tax (expense) |
|
|
|
5 |
- |
(25) |
- |
|
|
|
|
|
|
|
|
(Loss)/Profit for the period from continuing operations |
|
|
|
|
(56) |
36 |
38 |
|
|
|
|
|
|
|
|
(Loss)/Profit for the period and total comprehensive income attributable to equity holders of the parent company |
|
|
|
|
(56) |
36 |
38 |
|
|
|
|
|
|
|
|
Basic and diluted (loss)/profit per share: |
|
|
|
|
|
|
|
From continued operations - pence |
|
|
|
6 |
(0.41) |
0.27 |
0.27 |
|
|
|
|
|
|
|
|
Total diluted (loss)/profit per share - pence |
|
|
|
|
(0.41) |
0.27 |
0.27 |
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
Note |
£000 |
£000 |
£000 |
|
|
|
|
|
Unaudited |
Unaudited |
Audited |
Assets |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
|
66 |
49 |
74 |
Intangible assets |
|
|
|
|
18 |
- |
- |
Deferred corporation tax asset |
|
|
|
|
277 |
251 |
277 |
|
|
|
|
|
361 |
300 |
351 |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Inventories |
|
|
|
|
8,905 |
8,068 |
8,841 |
Trade and other receivables |
|
|
|
7 |
2,024 |
1,602 |
2,231 |
Cash and cash equivalents |
|
|
|
|
5 |
988 |
216 |
|
|
|
|
|
10,934 |
10,658 |
11,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
11,295 |
10,958 |
11,639 |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
8 |
1,177 |
999 |
1,678 |
Bank overdraft |
|
|
|
|
250 |
- |
- |
Current corporation tax liabilities |
|
|
|
|
- |
- |
- |
Total current liabilities |
|
|
|
|
1,427 |
999 |
1,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
1,427 |
999 |
1,678 |
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
9,868 |
9,959 |
9,961 |
|
|
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
136 |
136 |
136 |
Share Premium |
|
|
|
|
9,516 |
9,516 |
9,516 |
Merger reserve |
|
|
|
|
82 |
82 |
82 |
Retained earnings |
|
|
|
|
134 |
225 |
227 |
Total equity |
|
|
|
|
9,868 |
9,959 |
9,961 |
|
|
|
|
|
|
|
|
Net Asset Value per Share |
|
|
|
|
72.6p |
73.2p |
73.2p |
These interim financial statements were approved by the Board of Directors on 29 November 2018 and signed on its behalf by Peter Floyd.
|
|
|
Share |
Share |
Merger |
Retained |
Total |
|
|
|
Capital |
Premium |
reserve |
earnings |
equity |
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2015 |
|
|
136 |
9,516 |
82 |
429 |
10,163 |
|
|
|
|
|
|
|
|
Loss for the period from continued and discontinued operations |
- |
- |
- |
(4) |
(4) |
||
Total comprehensive income for the period |
|
|
- |
- |
- |
(4) |
(4) |
|
|
|
|
|
|
|
|
Balance at 30 September 2015 |
|
|
136 |
9,516 |
82 |
425 |
10,159 |
|
|
|
|
|
|
|
|
Loss for the period from continued and discontinued operations |
- |
- |
- |
(12) |
(12) |
||
Total comprehensive income for the period |
|
|
- |
- |
- |
(12) |
(12) |
Balance at 31 March 2016 |
|
|
136 |
9,516 |
82 |
413 |
10,147 |
|
|
|
|
|
|
|
|
Loss for the period from continued and discontinued operations |
- |
- |
- |
(239) |
(239) |
||
Total comprehensive income for the period |
|
|
- |
- |
- |
(239) |
(239) |
Balance at 30 September 2016 |
|
|
136 |
9,516 |
82 |
174 |
9,908 |
|
|
|
|
|
|
|
|
Profit for the period from continued and discontinued operations |
- |
- |
- |
15 |
15 |
||
Total comprehensive income for the period |
|
|
- |
- |
- |
15 |
15 |
|
|
|
|
|
|
|
|
Balance at 31 March 2017 |
|
|
136 |
9,516 |
82 |
189 |
9,923 |
|
|
|
|
|
|
|
|
Profit for the year from continued and discontinued operations |
- |
- |
- |
36 |
36 |
||
Total comprehensive income for the period |
|
|
- |
- |
- |
36 |
36 |
|
|
|
|
|
|
|
|
Balance at 30 September 2017 |
|
|
136 |
9,516 |
82 |
225 |
9,959 |
|
|
|
|
|
|
|
|
Profit for the year from continued and discontinued operations |
|
|
- |
- |
- |
2 |
2 |
Total comprehensive income for the period |
|
|
- |
- |
- |
2 |
2 |
|
|
|
|
|
|
|
|
Balance at 31 March 2018 |
|
|
136 |
9,516 |
82 |
227 |
9,961 |
|
|
|
|
|
|
|
|
Adjustment on recognition of IFRS 15 |
|
|
- |
- |
- |
(37) |
(37) |
|
|
|
|
|
|
|
|
Balance at 1 April 2018 as restated |
|
|
136 |
9,516 |
82 |
190 |
9,924 |
Loss for the periodfrom continued and discontinued operations |
|
|
- |
- |
- |
(56) |
(56) |
Total comprehensive income for the period |
|
|
- |
- |
- |
(56) |
(56) |
|
|
|
|
|
|
|
|
Balance at 30 Sept 2018 |
|
|
136 |
9,516 |
82 |
134 |
9,868 |
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
||||
|
|
|
|
|
2018 |
2017 |
2018 |
||||
|
|
|
|
|
£000 |
£000 |
£000 |
||||
|
|
|
|
|
|
|
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
||||
Operating (loss)/ profit before tax |
|
|
|
|
(53) |
61 |
38 |
||||
Depreciation of property, plant and equipment |
|
|
|
|
18 |
11 |
27 |
||||
Amortisation of intangible assets |
|
|
|
|
2 |
- |
- |
||||
|
|
|
|
|
(33) |
72 |
65 |
||||
|
|
|
|
|
|
|
|
||||
(Increase) in inventories |
|
|
|
|
(64) |
(195) |
(968) |
||||
Decrease/(increase) in trade and other receivables |
|
|
|
|
207 |
478 |
(151) |
||||
(Decrease)/increase in trade and other payables |
|
|
|
|
(538) |
(332) |
346 |
||||
|
|
|
|
|
|
|
|
||||
Net cash generated from operating activities |
|
|
|
|
(428) |
23 |
(708) |
||||
|
|
|
|
|
|
|
|
||||
Cash flows from investing activities |
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment |
|
|
|
|
(10) |
(5) |
(46) |
||||
Purchase of intangible asset |
|
|
|
|
(20) |
- |
- |
||||
Net cash used in investing activities |
|
|
|
|
(30) |
(5) |
(8) |
||||
|
|
|
|
|
|
|
|
||||
Cash flows from financing activities |
|
|
|
|
|
|
|
||||
Interest paid |
|
|
|
|
(3) |
- |
- |
||||
Net cash (used)/generated from financing activities |
|
|
- |
- |
- |
||||||
|
|
|
|
|
|
|
|
||||
Net (decrease)/ increase in cash and cash equivalents |
|
(461) |
18 |
(754) |
|||||||
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents at the beginning of the period |
216 |
970 |
970 |
||||||||
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents at the end of the period |
|
|
|
|
(245) |
988 |
216 |
||||
Cash |
|
5 |
988 |
216 |
||||||
|
|
|
|
|
|
|
|
|
||
Bank overdraft |
(250) |
- |
- |
|||||||
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at the end of the period |
|
|
|
|
(245) |
988 |
216 |
|||
1. General information
Scholium Group plc and its subsidiaries (together 'the Group') are engaged in the trading and retailing of rare and antiquarian books, works on paper and philatelic items primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office is 32 St George Street, London W1S 2EA.
2. Basis of preparation
These condensed interim financial statements of the Group for the six months ended 30 September 2018 (the 'Period') have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited financial statements for the year ended 31 March 2018, save for the adoption of IFRS 15:Revenue from Contracts with Customers. The effect of this amendment made to IFRSs since 31 March 2018 on the Group's results and financial position for the six-month period ended 30 September 2018 is set out in note 3 below. While the financial figures included within this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as set out in International Accounting Standard 34 Interim Financial Reporting. These condensed interim financial statements have not been audited, do not include all of the information required for full annual financial statements, and should be read in conjunction with the Group's consolidated annual financial statements for the year ended 31 March 2018. The auditors' opinion on these Statutory Accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498 (2) or s498 (3) of the Companies Act 2006.
3. IFRS 15 Revenue from Contracts with Customers
The Group implemented IFRS 15 with effect 1 April 2018 using the modified retrospective method. Under this approach, the effect of the cumulative catch-up is posted through retained earnings on the date of transition and the comparative financial information is not restated. The implementation of IFRS 15 has required the Group to change its policy for recognising sales revenues. In prior periods up to 31 March 2018, sales revenues were recognised at the time of raising the sales invoice. Sales revenues for the period since 1 April 2018 are now recognised at the time of invoicing only if the performance obligation of the delivery of the items to the customer has taken place and therefore control of the item and the benefits of ownership have passed to the customer. This change in policy has resulted in the recognition of some sales being deferred until payment is received from those customers and the consequent delivery of the items to those customers has taken place. The net effect of this change in policy to increase the Group's loss before tax from £42k to £56k for the six months to 30 September 2018.
|
Continued |
|
|
|
|
30 Sept |
IFRS 15 |
30 Sep |
|
|
|
|
|
|
2018 |
adjustment |
2018 |
|
|
|
|
|
|
Group |
|
Group |
|
|
|
|
|
|
Prior to IFRS 15 |
|
restated |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
Sales revenues |
|
|
|
|
3,286 |
11 |
3,297 |
|
Gross profit |
|
|
|
|
1,190 |
(14) |
1,176 |
|
Total costs |
|
|
|
|
(1,232) |
- |
(1,232) |
|
Loss before tax |
|
|
|
|
(42) |
(14) |
(56) |
The net impact on the opening position was a reduction in profit of £37k, which arose from the de-recognition of £96k of sales and £59k of gross margin as at 1 April 2018.
4. Revenue
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
Group |
Group |
Group |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Book Sales |
|
|
|
|
3,127 |
3,315 |
6,551 |
|
Commissions |
|
|
|
|
152 |
4 |
156 |
|
Other income |
|
|
|
|
18 |
4 |
8 |
|
|
|
|
|
|
3,297 |
3,323 |
6,715 |
5. Income Tax
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
Current and deferred tax expense |
|
|
|
|
|
|
|
|
Current tax |
|
|
|
|
- |
- |
- |
|
Deferred tax - impact of change in corporation tax rate |
|
|
|
|
- |
(11) |
- |
|
Origination and reversal of temporary differences |
|
|
|
|
- |
(14) |
- |
|
Total tax expense |
|
|
|
|
- |
(25) |
- |
|
The charge for the year can be reconciled |
|
|
|
|
|
|
|
|
to the profit/(loss) per the income statement as |
|
|
|
|
|
|
|
|
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax |
|
|
|
|
(56) |
61 |
38 |
|
|
|
|
|
|
|
|
|
|
Applied corporation tax rates: |
|
|
|
|
19% |
19% |
19% |
|
|
|
|
|
|
|
|
|
|
Tax at the UK corporation tax rate of 19%/20%: |
|
|
|
|
(11) |
11 |
7 |
|
|
|
|
|
|
|
|
|
|
Group loss relief |
|
|
|
|
|
(12) |
- |
|
Loss relief |
|
|
|
|
|
(13) |
- |
|
Unrecognised deferred tax asset |
|
|
|
|
11 |
14 |
- |
|
Deferred tax |
|
|
|
|
- |
(25) |
- |
|
Expenses not deductible for tax purposes |
|
|
|
|
- |
- |
- |
|
Utilisation of previously unrecognised tax losses |
|
|
|
|
- |
- |
15 |
|
Origination and reversal of temporary differences |
|
|
|
|
- |
- |
(22) |
|
Current and deferred tax charge |
|
|
|
|
- |
(25) |
- |
6. Earnings/(Loss) per Share
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
Group |
Group |
Group |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit used in calculating basic and diluted earning |
|
|
|
|
|
|
|
|
per share attributable to the owners of the parent |
|
|
|
|
(56) |
36 |
38 |
|
|
|
|
|
|
|
|
|
|
Number of shares |
|
|
|
|
|
|
|
|
Weighted average number of shares for the purpose |
|
|
|
|
|
|
|
|
of basic and diluted earnings per share |
|
|
|
|
13,600,000 |
13,600,000 |
13,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic and diluted earnings per share - pence |
|
|
|
|
(0.41) |
0.27 |
0.27 |
The loss (p) per share excluding IFRS 15 for the six months to 30 September 2018 was based on a loss before tax of £42k and was 0.31p per share. The net IFRS 15 adjustment was £14k, which is equivalent to 0.10p per share.
Basic earnings per share amounts are calculated by dividing net profit/(loss) for the year or period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
The Company has no potentially issuable shares arising from share options. As a consequence, the number of basic and fully diluted shares in issue are equal.
No new shares were issued during the period, and the Company had 13.6 million shares in issue at the end of the period.
7. Trade and Other Receivables
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
Group |
Group |
Group |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Trade debtors |
|
|
|
|
1,695 |
1,187 |
1,962 |
|
Other debtors |
|
|
|
|
43 |
22 |
20 |
|
Prepayments and accrued income |
|
|
|
|
286 |
393 |
249 |
|
|
|
|
|
|
2,024 |
1,602 |
2,231 |
8. Trade and Other Payables
|
|
|
|
|
|
30 Sept |
30 Sept |
31 Mar |
|
|
|
|
|
|
2018 |
2017 |
2018 |
|
|
|
|
|
|
Group |
Group |
Group |
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
Trade creditors |
|
|
|
|
839 |
772 |
1,290 |
|
Other taxes and social security |
|
|
|
|
27 |
20 |
24 |
|
Accruals and deferred income |
|
|
|
|
264 |
161 |
317 |
|
Other creditors |
|
|
|
|
47 |
46 |
47 |
|
|
|
|
|
|
1,177 |
999 |
1,678 |
9. Transactions with related parties in prior periods
As announced last year on 26 September 2017, the Group's subsidiary Shapero Rare Books sold a 50% interest, at cost, in its entire stock of Russian books, maps, prints and works on paper to PY Limited. PY Ltd also acquired at cost £64,000, being 100% of Shapero Rare Books' stock of books from the Edmonton library. PY Ltd is a company controlled by Pierre-Yves Guillemet, a former employee of Shapero Rare Books.
The Russian stock had, including the Edmonton library, a cost and book value at 31 March 2017 of approximately £1.0 million, and in the year ended on that date generated a contribution of approximately £15,000 to central costs. The consideration comprised £250,000 payable on completion and a non interest bearing loan of £315,000 repayable from the sale of the Russian stock in the period to 28 February 2020. Any balance of the loan not repaid by then is to be repaid in cash in full by that date. The Group therefore retains ownership of 50% of the Russian stock and will receive half the sale proceeds including a half share of the profit from future sales.