Scholium Group plc
Interim Report & Financial
Statements
Six Months ended 30 September
2024
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.
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 2024.
Financial Summary
Six
months ended September
|
2024
|
2023
|
Change
|
(£000 unless otherwise stated)
|
|
|
|
Revenue
|
4,970
|
3,835
|
30%
|
Gross Profit
|
2,000
|
1,511
|
32%
|
Gross Margin
|
40.3%
|
39.4%
|
|
Distribution Expenses
|
(202)
|
(231)
|
13%
|
Administrative Expenses
|
(1,489)
|
(1,205)
|
(24)%
|
Employee share option scheme
charge
|
(18)
|
-
|
-
|
Finance expenses
|
(70)
|
(32)
|
(119)%
|
Pre-Tax Profit before exceptional
items
|
221
|
43
|
414%
|
Exceptional items
|
(54)
|
-
|
-
|
Profit before tax
|
167
|
43
|
288%
|
|
|
|
|
Inventories
|
10,623
|
10,258
|
4%
|
Net Cash
|
(433)
|
(274)
|
(58)%
|
Net Assets
|
10,146
|
9,673
|
5%
|
NAV/Issued Share (pence)
|
74.6
|
71.1
|
5%
|
Earnings per share on a diluted
basis (pence)
|
1.23
|
0.31
|
297%
|
NAV/Issued Share (pence)
|
74.6
|
71.1
|
5%
|
David Harland, Chair of Scholium,
noted:
"We are very pleased with the performance of
the Group in recording its seventh consecutive profitable half-year
period, a period that included the transition to our new single
flagship property in Bond Street for both books and art which
understandably created the exceptional costs incurred in the six
month period. The on-going difficult geo-political situation
naturally presents a difficult environment in which to plan but we
are pleased with the on-going sales at the new property and remain
positive about the coming six-month period.
We
are announcing immediately after these results a proposal to seek
shareholder authority to cancel the admission of our shares to AIM.
The value attributed to our shares by the market, relative to the
underlying net asset value, has made it difficult to benefit from
being quoted, and the Board feels the costs of maintaining that
quotation are no longer justified."
The person responsible for arranging
the release of this announcement on behalf of the Company is Philip
Tansey, Chief Financial Officer of the Company.
For
further information, please contact:
Scholium Group plc
David Harland, Chairman
Bernard Shapero, Chief Executive
Officer
Philip Tansey, Chief Financial
Officer
|
+44 (0)20 7493 0876
|
Zeus Capital Markets Ltd - Nominated
Adviser
Chris Fielding
Isaac Hooper
|
+44 (020) 7220 1666
|
|
Business Review
Scholium is engaged in the business
of rare books and modern prints. 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.
Revenue streams
The Group earned revenue in the six
months to 30 September 2024 from the sale of rare books, prints and
works on paper through its wholly owned subsidiary, Shapero Rare
Books Limited.
Strategy and key performance indicators
(KPIs)
The Group's strategy is
to:
•
provide stable asset-backed growth driven by the
markets in which the Group operates; and,
•
attract individuals or, teams of specialists, in
markets complementary to the Group's existing
businesses.
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;
•
cash position;
•
net assets per share; and,
•
earnings per share.
Performance Review
Overall Performance
The Group made a profit before tax
and exceptional items of £221k during the six months to 30
September 2024, a 413% increase from the profit of £43k for the
corresponding period last year with overall margins continuing to
improve.
Overall turnover was 30% higher
compared to the same period in the prior year. This was felt across
both books and art and the increasingly important shop whose
contribution has continued to improve. Books sales were
significantly improved at £3,853k (2023: £2,900k) whilst Gallery
sales of art through several initiatives and exhibitions improved
to £1,086k (2023: £858k). As a result, gross profit of £2,000k
compared to the prior period total of £1,511k.
Group costs, including Distribution
and Administrative expenses, increased by 18% to £1,691k (2023:
£1,436k). This increase resulted from the active decision to
increase our number of specialist subject team members in order to
raise revenues.
The Group result for the six months
was a profit before tax and extraordinary items of £221k (2023:
profit of £43k).
Inventories increased by £365k to
£10,623k (2023: £10,258k) in line with our expectations with regard
to sales activities as witnessed by the increase in revenue. Group
cash balances continue to fluctuate monthly in line with stock
purchases and trade debtors with net overdraft balances of £(433)k
at 30 September 2024 (2023: £(274k)).
Alternative accounting
presentation
The Board is focused on
demonstrating shareholder return and part
of that desire is the analysis of the core performance of the
Group's trading business without costs that are related to the
non-trading elements such as quoted status and other non-directly
related or one-off costs not typically expected to be incurred in a
'normal' year.
Six
months ended September (£'000)
|
2024
|
2023
|
Profit before exceptional
items
|
221
|
43
|
Add back:
|
|
|
Employee share option
scheme
|
18
|
-
|
Central costs of the quoted
group
|
178
|
197
|
Depreciation &
amortisation*
|
323
|
182
|
Finance expenses
|
71
|
32
|
Operating EBITDA
|
811
|
455
|
*inflated in
this period on account of the two property leases being surrendered
and consolidated into the new single property lease.
The impact of costs associated with
our quoted status are the principal reason behind our proposal to
shareholders being announced today to approve the cancellation of
the trading of our shares on AIM.
Financial Position
The Group retains a strong balance
sheet. Net assets of £10,146k (2023: £9,673k) include £10,623k of
stock (2023: £10,258k) and a bank position of £(433)k (2023:
£(274)k). The Covid loan, drawn down in October 2020 of £250k, has
been further reduced by repayment to the current £112k (2023:
£162k). As a result, there is an increase to 74.6p of net assets
per ordinary share currently in issue (2023: 71.1p).
Shapero Rare Books & Shapero Modern
Shapero Rare Books operates from
its new flagship store, gallery and offices
at 94 New Bond Street.
Summary Performance
Six
months ended September (all figures £'000)
|
2024
|
2023
|
Change
|
Revenue
|
4,970
|
3,835
|
30%
|
Gross Profit
|
2,000
|
1,511
|
32%
|
Gross Margin
|
40%
|
39%
|
|
Pre-Tax Profit before central costs & exceptional
items
|
417
|
240
|
|
Group resources are balanced between
its stock of rare books and prints, in order to maximise sales and
profit opportunities.
Sales in the period have, as
presented in Note 3, shown a healthy rise versus the same period in
the prior year across both books and the gallery.
The central costs of the business
include all board directors and other Group level costs including
those associated with membership of the AIM market. The
central costs before exceptional items incurred in the period on
account of the property relocation of £14k (2023: £nil) were £196k
(2023: £197k).
Total Group Exceptional expense
items of £54k (2023: £nil) have been incurred as a result of the
fit-out of our new premises into which we moved over the summer
months.
The significant increase in the
Right of Use asset to 2,488k (2023: £934k) and the corresponding
Right-of-use lease liability of less than one year of £426k (2023:
£345k) and Right-of-use lease liability of more than one year of
£1,493k (2023: £675k) were also on account of the move into our new
flagship store, gallery and offices.
Outlook
The Group continues to focus on its
two profitable businesses, rare books and modern prints and is
looking to continue the profitable performance of the recent years
into the second half of the current financial year.
Looking forward, the Group is
viewing its trading for the second half of the year with cautious
optimism.
In the event that shareholders
approve the Board's proposal to cancel the admission of the trading
of the shares on AIM, we would expect annual savings in excess of
£100k.
Key Risks
Like all businesses, the Group faces
risks and uncertainties that could impact on the Group's strategy.
The Board recognises 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 2024.
In preparing this interim report for
the six months ended 30 September 2024, the Board has reviewed
these risks and uncertainties and considers that there have been no
changes since the publication of the 2024 Annual Report.
Independent Review Report to Scholium Group
plc
Conclusion
We have been engaged by the Company
to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 September
2024 which comprises the condensed consolidated statement of
comprehensive income, the consolidated statement of changes in
equity, the condensed consolidated statement of financial position,
the consolidated statement of cash flows and the related
explanatory notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 September 2024 is not prepared, in all
material respects, in accordance with UK adopted International
Accounting Standard 34 and the AIM Rules.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued for use in the United
Kingdom. 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 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.
As disclosed in note 2, the annual
financial statements of the group are prepared in accordance with
UK adopted IFRSs. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with UK adopted International Accounting Standard 34,
"Interim Financial Reporting".
Conclusions Relating to Going
Concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis of Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or
that management have identified material uncertainties relating to
going concern that are not appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with this ISRE, however
future events or conditions may cause the entity to cease to
continue as a going concern.
Responsibilities of
Directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
AIM rules.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the
Review of Financial Information
In reviewing the half-yearly report,
we are responsible for expressing to the Company a conclusion on
the condensed set of financial statement in the half-yearly
financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.
Use of Our Report
This report is made solely to the
Company in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the
Financial Reporting Council. Our work has been undertaken so that
we might state to the Company those matters we are required to
state to it in an independent review 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
formed.
Ajay Bahl BA
BFP FCA
For and on behalf of
Wenn Townsend Chartered
Accountants
Oxford, United Kingdom
28 November 2024
Consolidated statement of total comprehensive
income (unaudited)
|
|
|
|
|
|
Six-month Period Ended
(Unaudited)
|
Six-month Period Ended
(Unaudited)
|
Year Ended
(Audited)
|
|
|
|
|
|
|
30 Sept
|
30 Sept
|
31 Mar
|
|
|
|
|
|
|
2024
|
2023
|
2024
|
|
|
|
|
|
Note
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
3
|
4,970
|
3,835
|
9,266
|
|
Cost of Sales
|
|
|
|
|
(2,970)
|
(2,324)
|
(5,618)
|
|
Gross profit
|
|
|
|
|
2,000
|
1,511
|
3,648
|
|
|
|
|
|
|
|
|
|
|
Distribution costs
|
|
|
|
|
(202)
|
(231)
|
(778)
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
|
|
(1,489)
|
(1,205)
|
(2,476)
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
(1,691)
|
(1,436)
|
(3,252)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
|
|
309
|
75
|
394
|
|
|
|
|
|
|
|
|
|
|
Charge for share options granted to
employees
|
|
|
|
|
(18)
|
-
|
(31)
|
|
Financial income
|
|
|
|
|
-
|
-
|
-
|
|
Financial expense
|
|
|
|
4
|
(70)
|
(32)
|
(63)
|
|
Other income
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Profit before exceptional items
|
|
|
|
|
221
|
43
|
300
|
|
Exceptional items - New property
refit
|
|
|
|
|
(54)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Profit before taxation
|
|
|
|
|
167
|
43
|
300
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense)
|
|
|
|
5
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period and total comprehensive income
attributable to equity holders of the parent
company
|
|
|
|
|
167
|
43
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earnings per share in pence
|
|
|
|
6
|
1.15
|
0.31
|
2.21
|
|
|
|
|
|
|
|
| |