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SGI Stanley Gibbons Group Plc

1.60
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Share Name Share Symbol Market Type Share ISIN Share Description
Stanley Gibbons Group Plc LSE:SGI London Ordinary Share GB0009628438 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.60 1.50 1.70 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Stanley Gibbons Group PLC Interim Results and Notice of EGM (0857T)

30/12/2016 11:15am

UK Regulatory


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RNS Number : 0857T

Stanley Gibbons Group PLC

30 December 2016

THE STANLEY GIBBONS GROUP PLC

(the "Company" or the "Group")

Interim Results for the six months ended 30 September 2016 and Notice of EGM

The Stanley Gibbons Group plc today announces its interim results for the six months ended 30 September 2016, the full text of which is set out below.

The Company also announces that an Extraordinary General Meeting to consider the adoption of new Articles of Association will be held at 399 Strand, London WC2R 0LX, United Kingdom on Wednesday, 1 February 2017 at 11 a.m, the notice of which is available on the Company's website www.stanleygibbonsplc.com.

For further information, contact:

 
  The Stanley Gibbons Group plc 
    Harry Wilson                              +44 (0)1534 766 
    Andrew Cook                                711 
   finnCap Ltd (Nomad & Broker) 
    Stuart Andrews / Christopher Raggett 
    (corporate finance) 
    Tim Redfern / Simon Johnson (corporate    +44 (0)20 7220 
    broking)                                   0500 
 
  Tavistock 
   Lulu Bridges/Niall Walsh +44 (0) 20 7920 3150 
 
 

Chairman's Statement

Introduction

This report relates to the interim unaudited results for the six month period ended 30 September 2016.

As set out in the full year results which were released at the end of the period to which this interim statement relates, 2016 has been a very difficult year for the Group. The extent of the problems facing the Group and the liquidity squeeze it faced were considerably greater than first envisaged at the beginning of the year. There have been many changes during 2016 including a complete change in the composition of the Board of Directors with all directors in situ in the corresponding period in 2015 having moved on. This is one example of the need for radical and wholesale change that was required of which further details are set out below. However the Board believes we are finally approaching a turning point for the business where with operating cost savings now visibly feeding through to day-to-day trading and the change in management and culture making an impact, the core strengths of our staff and our brands are suggesting better times ahead.

Trading

The performance in the first half of the current year is, as anticipated, slightly down from that seen in the second-half of the year ended 31 March 2016, with turnover for the six months ended 30 September 2016 at GBP20.2m (2015: GBP29.4m), down 31% on the comparative period. Trading losses before exceptional items and before pensions related finance charges, as detailed in the Operating Review, were GBP2.7m for the six months ended 30 September 2016 compared with a profit of GBP0.9m in the comparative period.

-- Gross Margin at 46% (2015: 47%) was broadly similar to last year and significantly higher than that evident for the second-half of the year ended 31 March 2016;

-- The adjusted loss before tax was GBP6.2m, after exceptional costs of some GBP3.3m (2015 profit: GBP1.1m) although last year benefited from exceptional credits of GBP1.9m due to a recovery of historic legal costs;

The Board is optimistic that the trading of the Group is now beginning to reflect the giant strides made through the restructuring plan in a year of substantial transition.

Restructuring Update

Whilst significant progress has been made over the last year, with GBP10m of annualised operating cost reductions already identified, the new management continues to strive to:

- complete the rebalancing of total operating overheads to revenue, to ensure the Company becomes consistently cash-generative, hence securing a platform from which to build sales;

- actively manage the investment plan profile, where the Group no longer offers investment plans with contractual buy back options of any kind, in a manner which generates sound returns for both the customer and Company;

- identify further capital-light methods, in addition to the coin joint-venture detailed below,of exploiting product gaps within the core stamp & coins division alongside tapping into the increasing interest in collectibles in parts of the world outside of the Group's existing areas of geographical operation.

The re-scoping and scaling back of the Interiors division, which aligned revenue and operating costs, was completed in the first quarter, and there are encouraging signs that a balance has been reached. This is an important staging point in restoring value to this division. We have also now substantially completed the rationalisation and integration of the Noble and Mallett acquisitions.

Finally, net debt at 30 September 2016 was GBP16.5m (30 September 2015: GBP17.0m), reduced from GBP20.4m at the end of March 2016, having peaked at GBP24m the same month. Management have worked hard on improving the liquidity of the Group's assets as the Board is determined to reduce debt further in 2017.

Coin Joint-Venture

The Baldwin's coin business suffered from a number of senior executive departures in the first quarter, arising from external competitors taking advantage of the wider Group position and this is partly reflected in reduced revenues in the first half of 2016.

Accordingly we are pleased to report the launch at The New York International Coin Convention next month of a corporate joint-venture with St James's, the well-established numismatic auction house. The new auction business will trade as Baldwin's of St James's. This will enable us to enhance the growth profile initiated following the appointment of a new Managing Director for the retail operations of Baldwin's this autumn.

Equally importantly this reinvigorated retail/auction model is likely to provide insight as we now focus our attention upon a strategy for the core philatelic activities; which are the final parts of the business to be restructured.

Provisions against trade Debtors and Stock

The active debt collection programme introduced by new management, is designed to both validate the substance of debtors and generate cash for the Group.

Accordingly, following a further review of the trade debtor balances which amounted to GBP13.9m net of provisions as at 30 September 2016, the Board has considered that it would be appropriate to make additional provision against these amounts due to the Group. Hence, the stated balance is after making an additional provision of GBP1.0m in the period.

The Marketplace

A full review of the E-Commerce strategy, initiated in February 2016, led to the closure of The Marketplace, based in the USA, on 7 September 2016 bringing to an end a project which had consumed GBP10m cash over the last three years. The benefit of this decision has subsequently become evident in a markedly reduced monthly cash-burn.

The Board believes there is an opportunity to grow online revenues and is refocusing resources upon selling the Group`s own proprietary assets of high quality collectibles and world renowned publications via a revitalised, UK based E-Commerce strategy.

Stamps

Overall stamps sales were down 20% at GBP3.2m (2015: GBP4.0m) as a result of challenging market conditions and inadequate IT infrastructure. A new website was launched in November and we are already starting to see an improvement in online sales. New auction software is also being reviewed and is likely to be implemented in early 2017. A key objective is to reduce our stamp stock which stood at GBP40.1m at the 30(th) September 2016. We have an ambitious marketing plan and are in the process of initiating a range of sales initiatives aimed at reducing the historical build-up of stock which had reached unsustainable levels. The market for premium material remains strong, especially for British Commonwealth items, but lower quality stock is slower to sell and usually at reduced prices.

Litigation

The Group continues to cooperate fully with the U.S. Securities and Exchange Commission (the "SEC") and the Department of Justice ("DOJ"), concerning investigations into transactions that had occurred since 1 January 2010 involving a former client of Mallett Inc., Mallett's New York based subsidiary.

The Company learned of this issue following the acquisition of Mallett plc in October 2014, as it was not disclosed to the Company by the directors of Mallett plc during the due diligence process prior to the acquisition. Both the SEC and DOJ are aware that Mallett's new owners were not involved in the events underlying the investigation, and there have been discussions regarding resolution of these matters.

On 22 December 2016, the DOJ concluded its criminal prosecution against the former client, (arising in part out of his dealings with Mallett Inc.), when the former client was sentenced to two years in prison, ordered to forfeit his interest in certain antiques and pay US$657,000 in restitution. The former client previously pleaded guilty to conspiracy to obstruct justice and money laundering, arising out of his dealings with a court-appointed receiver.

On 19 May 2016, the DOJ filed criminal charges against Henry Neville, a New York based former director of Mallett plc, arising out of his dealings with the former client, the court-appointed receiver and the Government's investigation into his conduct. Mr. Neville has pleaded guilty to all criminal charges against him and awaits sentencing in March 2017.

No criminal or civil charges have been filed against Mallett Inc. or any Mallett group company to date.

The Group retains the services of US legal counsel to advise it in these matters. The Directors cannot predict with certainty whether Mallett Inc. or any other company or person in the Mallett group will be named in civil or criminal claims or litigation as a result of the investigations.

Funding

The Group has the following bank facilities, all of which are secured and guaranteed by various members of the Group, which comprise:

-- a GBP8.3m loan facility, originally GBP10m, taken out to enable the acquisition of Noble in 2013 and currently benefiting from a moratorium on capital repayments, which is scheduled to recommence at GBP500,000 per quarter from 31 March 2017 but subject to earlier part-repayment in the event of a major asset disposal; and

   --      a GBP10m revolving credit/overdraft facility, which is available until 31 May 2018. 

Whilst the Group is technically in default due to the qualified audit report of the Group's 31 March 2016 financial statements the Group's bank remains supportive, as reflected in the varied ongoing banking arrangements, which has allowed the new management team the latitude to accommodate the sharp decline in trading performance at the same time as comprehensively restructuring the business.

Group Corporate Structure

The Board has convened an Extraordinary General Meeting to consider a proposal that the Company adopts new Articles of Association.

The new Articles would, amongst other things, allow the Board to exercise management of the Company from within the United Kingdom. The majority of the Company's management function is now located in the United Kingdom and the Board and I consider that allowing us to hold board meetings from the United Kingdom would allow for more efficient and less costly management of the Company. As a corollary of these changes, the Company's tax residency would move to the United Kingdom. The Board and I consider that the Company does not currently benefit sufficiently from its Jersey tax residency to justify the burden that accompanies it. In particular, the Board believes that allowing for more efficient management of the Company outweighs any potential taxation benefits that may occur in the future.

A Notice convening the EGM, which includes a summary of the proposed changes, will be sent to shareholders with these Interim Accounts.

All of the Executive Directors are now London based which reinforces the strategy, evident since the restructuring commenced in January, to create a robust, cash-driven, UK based backbone to the business.

Dividend

As a result of the substantial reduction in revenue and profitability of the Group in the first half, the Board has not declared an interim dividend for the six months ended 30 September 2016. The Board will review dividend policy in respect of the full year ended 31 March 2017 based on current and expected future trading performance and liquidity requirements.

Board Change

In addition to the changes set out in the Annual Report, as anticipated Martin Magee retired as a non-executive Director at the conclusion of the AGM on 27 October 2016. Louis Castro was appointed as a non-executive Director with effect from 4 October 2016 and took over as Chairman of the Audit Committee on Martin Magee's retirement.

Outlook

The Board expects that following an exceptionally difficult year for the business, with a marked downturn in like-for-like revenue, gross margin and trading profits, the Group's revenues will better match its cost base in the second half of the financial year. Profits are likely to remain constrained by our continuing drive to release cash from the balance sheet where the Group is also working on a number of initiatives.

The increasingly positive signs of stabilisation within the Interiors business, where November revenues were ahead of budget, and the rebuilding of Baldwin's core auction capabilities demonstrate the underlying quality of the Group's staff and the resilience of the Group's long established and valued brands. Those divisions which were restructured first are already showing signs of recovery and it hints at better days ahead as the restructuring continues across the Group as a whole.

Harry Wilson

Chairman

30 December 2016

Operating Review

 
                        6 months  6 months   6 months  6 months  12 months            12 months 
                         to 30     to 30      to 30     to        to                   to 
                         Sept      Sept       Sept      30 Sept   31 March             31 March 
                         2016      2016       2015      2015      2016                 2016 
                        Sales     Profit     Sales     Profit                  Sales  Profit 
                                             restated  restated 
                          GBP000    GBP000    GBP000    GBP000     GBP000               GBP000 
Investments             9,578     1,967      8,465     1,433     22,447               1,151 
Philatelic              3,184     (391)      4,003     (202)     7,545                (113) 
Publishing              1,078     (24)       1,590     188       3,039                320 
Coins & medals          2,631     574        5,370     1,618     8,213                1,987 
Interiors               3,382     (2,056)    9,391     203       16,961               (7,545) 
Other & corporate 
 overheads              312       (2,489)    608       (2,016)   932                  (6,093) 
Finance charges         -         (286)      -         (279)     -                    (392) 
----------------------  --------  ---------  --------  --------  -------------------  ---------- 
Trading sales and 
 (losses)/profits       20,165    (2,705)    29,427    945       59,137               (10,685) 
 
Pension service 
 and share option 
 charges                -         (150)      -         (300)     -                    (437) 
Exceptional operating 
 (charges)/income       -         (3,327)    -         463       -                    (17,769) 
----------------------  --------  ---------  --------  --------  -------------------  ---------- 
 
Group total sales 
 and (loss)/profit 
 before tax               20,165    (6,182)    29,427    1,108     59,137               (28,891) 
----------------------  --------  ---------  --------  --------  -------------------  ---------- 
 

Overview

The figures for the six months ended 30 September 2015 have been restated in line with the adjustments made to the Group results for the year to 31 March 2016. Turnover for the six months ended 30 September 2016 was GBP20.2m (2015: GBP29.4m as restated).

The gross margin percentage for the six months ended 30 September 2016 was 45.9% (2015: 46.9% as restated).

Trading losses, before the exceptional items detailed below and finance charges related to pensions, were GBP2.7m for the six months ended 30 September 2016 (2015: GBP0.9m profit as restated). The exceptional items have been excluded as they are considered non-recurring in nature and may distort the underlying performance of the Group.

The loss before tax for the six months ended 30 September 2016 was GBP6.2m (2015: profit before tax of GBP1.1m as restated). Earnings per share for the six months ended 30 September 2016 were (3.16)p (2015: 2.13p as restated).

Investments

Both Investment sales and profits for the six months to 30 September 2016 increased above the equivalent restated figures for the previous year. This is before a provision of GBP1m included within exceptional items, which relates to sales made two years ago and has been provided following a recent legal review.

We remain committed to continue to develop this division both by recruiting further members of the sales team and through our marketing spend.

Philatelic

Philatelic sales are GBP0.8m lower than the restated figures for 2015, largely reflecting the more difficult market conditions. The trend is largely consistent across all of our retail and auction business with the GB division being the most impacted but the underlying demand remains strong.

Publishing and Philatelic Accessories

Publishing and philatelic accessory sales for the six months ended 30 September 2016 were GBP0.5m lower than the same period last year and profit contribution was down by GBP0.2m.

This division continues through its reorganisation following the decision to outsource distribution of a substantial proportion of our catalogues, albums and accessory stock ranges. The catalogues remain at the heart of the Stanley Gibbons brand and we are currently exploring the options of making them more digitally available to extend their appeal.

Coins and Medals

Sales of coins and military medals, through Baldwin's, for the six months ended 30 September 2016 were significantly below the levels of the previous year but the division still delivered a profit contribution of GBP0.6m. The reduction in sales reflects some large one off sales last year and a reduction in the auction sales.

The underlying profitability of the Baldwin's brand remains encouraging, particularly in the retail element of the division. Generally the coin market continues to remain buoyant.

Interiors

Auction commissions from Dreweatts in the six months ended 30 September 2016 were GBP2.4m, in line with those of the previous year. Significantly lower retail sales from Malletts accounted for the reduction in sales, however this was following a radical reorganisation of this part of the division to stem the losses that were incurred in the second half of the year to March 2016.

Other & Corporate Overheads

These overheads for the six months ended 30 September 2016 were GBP0.5m higher than in the equivalent six months last year. The cost savings that have been previously highlighted did not have a significant impact in the period, however these costs are being rigorously reviewed and reduced.

Exceptional Operating Charges/ (Income)

The items of income and expenditure listed below are either non-recurring or unusual in size and therefore distort the view of the normal trading activities of the Group. They have therefore been separately identified to give more clarity on the underlying trend of the trading performance.

 
                                  6 months  6 months  12 months 
                                   to        to        to 
                                   30 Sept   30 Sept   31 March 
                                   2016      2015      2016 
                                            restated 
                                    GBP000   GBP000     GBP000 
Impairment of intangible assets   -         -         13,895 
Marketplace net costs and 
 intangible assets write off      1,955     1,087     5,986 
Pension scheme recovery           -         (1,920)   (1,968) 
Impairment of receivables         1,000     -         1,618 
Stock provisions                  -         102       1,373 
Reorganisation & restructuring 
 costs                            672       375       1,156 
Legal costs in relation to 
 SEC investigation                -         -         1,074 
Professional fees for corporate 
 activity                         -         82        819 
Profit on disposal of tangible 
 fixed assets                     (300)     (189)     (189) 
Impairment of tangible fixed 
 assets                           -         -         230 
--------------------------------  --------  --------  --------- 
                                  3,327     (463)     23,994 
--------------------------------  --------  --------  --------- 
 

Cashflow & Borrowings

During the period GBP12.4m was raised from the issue of shares. Cash outflow from operating activities for the six months ended 30 September 2016 was GBP11.1m (2015: GBP3.4m), largely as a result of trading losses coupled with the correction of the accounting treatment for certain investment plans that carry buy back guarantees at the purchase price or above. The latter resulting in the cash received initially being shown as a creditor and the sale only being recognised in later years, if the holders of the relevant plans choose to keep the collectible items once the plan and guarantees have expired.

Net debt at 30 September 2016 was GBP16.5m (30 September 2015: GBP17.0m).

The qualified audit report on the Group consolidated financial statements for the year to 31 March 2016, means the Group is in technical default on both facilities outlined in the Chairman's Statement. These facilities have been shown as repayable within one year in the balance sheet as at 30 September 2016, as they are technically payable on demand until the default is rectified, even though the bank has continued to support the Group and has not requested repayment. Additionally as at 31 March 2016 the facility was in default due to the net asset covenant breach at year end following the prior year adjustments. Whilst this default was rectified with the bank subsequently amending the covenant level, the facility should have been shown as a current liability in the balance sheet as at 31 March 2016 and has now been restated.

Andrew Cook

Chief Finance Officer

30 December 2016

Condensed statement of comprehensive income

 
                                            6 months      6 months      12 months 
                                             to            to            to 
                                            30 September  30 September  31 March 
                                            2016          2015          2016 
                                            (unaudited)   (unaudited)   (audited) 
                                                          (restated) 
                                            ------------  ------------  --------- 
                                     Notes  GBP'000       GBP'000       GBP'000 
                                            ------------  ------------  --------- 
 
Revenue                              3      20,165        29,427        59,137 
Cost of sales                               (10,919)      (15,622)      (29,108) 
-----------------------------------  -----  ------------  ------------  --------- 
 
Gross Profit                                9,246         13,805        23,833 
 
Administrative expenses 
 before defined benefit 
 pension service costs 
 and exceptional operating 
 costs                                        (1,933)       (939)         (4,808) 
Defined benefit pension 
 service cost                               -             (180)         194 
Exceptional operating 
 income/(charges)                           (3,327)       463           (23,994) 
-----------------------------------  -----  ------------  ------------  --------- 
 
Total administrative 
 expenses                                   (5,260)       (656)         (28,608) 
-----------------------------------  -----  ------------  ------------  --------- 
 
Selling and distribution 
 expenses                                   (9,882)       (11,763)      (23,544) 
-----------------------------------  -----  ------------  ------------  --------- 
 
Operating (Loss)/Profit                     (5,896)       1,386         (28,319) 
Finance income                              -             6             39 
Finance costs                               (286)         (284)         (611) 
-----------------------------------  -----  ------------  ------------  --------- 
 
(Loss)/Profit before 
 tax                                        (6,182)       1,108         (28,891) 
Taxation                             4      529           (103)         (403) 
-----------------------------------  -----  ------------  ------------  --------- 
 
(Loss)/Profit for the 
 period/year                                (5,653)       1,005         (29,294) 
Other comprehensive (loss)/income: 
Exchange differences 
 on translation of foreign 
 operations                                 (379)         (79)          89 
Actuarial losses recognised 
 in the pension scheme                      -             -             132 
Tax on actuarial gains/(losses) 
 recognised in the pension 
 scheme                                     -             -             121 
Revaluation of reference 
 collection                                 -             -             22 
Revaluation of financial 
 assets for sale                            -             (58)          (58) 
Reclassification of realised 
 loss on disposal                           -             68            68 
Other comprehensive (loss)/income 
 for the period/year, 
 net of tax                                 (379)         (69)          374 
-----------------------------------  -----  ------------  ------------  --------- 
 
Total comprehensive (loss)/income 
 for the period/year                        (6,032)       936           (28,920) 
-----------------------------------  -----  ------------  ------------  --------- 
 
Basic earnings per Ordinary 
 Share                               5      (3.16)p       2.13p         (62.17)p 
Diluted earnings per 
 Ordinary Share                      5      (3.13)p       2.04p         (62.17)p 
-----------------------------------  -----  ------------  ------------  --------- 
 

All profit and total comprehensive income is attributable to the owners of the parent; there are no non-controlling interests.

Condensed statement of financial position

 
                               30 September  30 September  31 March 
                               2016          2015          2016 
                               (unaudited)   (unaudited)   (audited) 
                                             (restated)    (restated) 
                               ------------  ------------  ---------- 
                               GBP'000       GBP'000       GBP'000 
                               ------------  ------------  ---------- 
Non-current assets 
Intangible assets              19,460        39,166        19,631 
Property, plant and 
 equipment                     4,783         6,133         4,916 
Deferred tax asset             1,923         4,148         1,929 
                               26,166        49,447        26,476 
 ----------------------------  ------------  ------------  ---------- 
 
Current assets 
Inventories                    59,376        66,232        61,804 
Trade and other receivables    13,872        22,832        15,574 
Assets held for sale           -             -             2,545 
Cash and cash equivalents      2,389         -             1,542 
-----------------------------  ------------  ------------  ---------- 
                               75,637        89,064        81,465 
 ----------------------------  ------------  ------------  ---------- 
 
Total assets                   101,803       138,511       107,941 
-----------------------------  ------------  ------------  ---------- 
 
Current liabilities 
Trade and other payables       16,462        30,065        30,409 
Borrowings                     18,878        9,049         14,159 
Current tax payable            282           311           392 
-----------------------------  ------------  ------------  ---------- 
                               35,622        39,425        44,960 
 ----------------------------  ------------  ------------  ---------- 
 
Non-current liabilities 
Trade and other payables       14,117        15,893        9,802 
Retirement benefit 
 obligations                   5,222         6,028         5,222 
Borrowings                     -             8,000         7,788 
Deferred tax liabilities       1,852         1,418         1,777 
-----------------------------  ------------  ------------  ---------- 
                               21,191        31,339        24,589 
 ----------------------------  ------------  ------------  ---------- 
 
Total liabilities              56,813        70,764        69,549 
-----------------------------  ------------  ------------  ---------- 
 
Net assets                     44,990        67,747        38,392 
-----------------------------  ------------  ------------  ---------- 
 
Equity 
Called up share capital        1,789         471           471 
Share premium account          74,844        63,682        63,682 
Share compensation 
 reserve                       1,598         948           1,448 
Capital redemption 
 reserve                       38            38            38 
Revaluation reserve            276           254           276 
Retained earnings              (33,555)      2,354         (27,523) 
-----------------------------  ------------  ------------  ---------- 
 
Equity shareholders' 
 funds                         44,990        67,747        38,392 
-----------------------------  ------------  ------------  ---------- 
 

Condensed statement of changes in equity

 
 
 
                   Called              Share                                                           Capital 
                    up share           premium         Share compensation      Revaluation             redemption    Retained 
                    capital            account          reserve                reserve                 reserve       earnings             Total 
                            GBP'000           GBP'000               GBP'000                 GBP'000       GBP'000              GBP'000  GBP'000 
At 1 April 2016                 471            63,682                 1,448                     276            38             (27,523)    38,392 
Profit for the 
 period                           -                 -                     -                       -             -              (5,653)   (5,653) 
Exchange 
 differences 
 on translation 
 of foreign 
 operations                       -                 -                     -                       -             -                (379)     (379) 
Total 
 comprehensive 
 income /(loss)                   -                 -                     -                       -             -              (6,032)   (6,032) 
Issue of New 
 Shares                       1,318            11,162                     -                       -             -                    -    12,480 
Cost of share 
 options                          -                 -                   150                       -             -                    -         - 
 
At 30 September 
 2016                         1,789            74,844                 1,598                     276            38             (33,555)    44,990 
-----------------  ----------------  ----------------  --------------------  ----------------------  ------------  -------------------  -------- 
 
At 1 April 2015 
 (restated)                     471            63,682                   798                     244            38                2,253    67,486 
Profit for the 
 period                           -                 -                     -                       -             -                1,005     1,005 
Exchange 
 differences 
 on translation 
 of foreign 
 operations                       -                 -                     -                       -             -                 (79)      (79) 
Revaluation of 
 financial asset                  -                 -                     -                    (58)             -                    -      (58) 
Reclassification 
 on sale of 
 financial 
 asset                            -                 -                     -                      68             -                    -        68 
Total 
 comprehensive 
 income /(loss)                   -                 -                     -                      10             -                  926       936 
Dividends                         -                 -                     -                       -             -                (825)     (825) 
Cost of share 
 options                          -                 -                   150                       -             -                    -       150 
 
At 30 September 
 2015                           471            63,682                   948                     254            38                2,354    67,747 
-----------------  ----------------  ----------------  --------------------  ----------------------  ------------  -------------------  -------- 
 
At 1 April 2015 
 (restated)                     471            63,682                   798                     244            38                2,253    67,486 
Profit for the 
 financial year                   -                 -                     -                       -             -             (29,294)  (29,294) 
Amounts which 
may be 
subsequently 
reclassified to 
profit & loss 
Exchange 
 differences 
 on translation 
 of foreign 
 operations                       -                 -                     -                       -             -                   89        89 
Revaluation of 
 financial asset                  -                 -                     -                    (58)             -                    -      (58) 
Reclassification 
 on sale of 
 financial 
 asset                            -                 -                     -                      68             -                    -        68 
Amounts which 
will not be 
subsequently 
reclassified to 
profit & loss 
Revaluation of 
 reference 
 collection                       -                 -                     -                      22             -                    -        22 
Remeasurement 
 of pensions 
 scheme 
 net of deferred 
 tax                              -                 -                     -                       -             -                  253       253 
-----------------  ----------------  ----------------  --------------------  ----------------------  ------------  -------------------  -------- 
Total 
 comprehensive 
 income /(loss)                   -                 -                     -                      32             -             (28,952)  (28,920) 
Dividends                         -                 -                     -                       -             -                (824)     (824) 
Cost of share 
 options                          -                 -                   650                       -             -                    -       650 
 
At 31 March 2016                471            63,682                 1,448                     276            38             (27,523)    38,392 
-----------------  ----------------  ----------------  --------------------  ----------------------  ------------  -------------------  -------- 
 

Condensed statement of cash flows

 
                                         6 months       6 months  12 months 
                                          to             to        to 
                                    30 September   30 September   31 March 
                                    2016           2015           2016 
                                    (unaudited)    (unaudited)    (audited) 
                             Notes  GBP'000        GBP'000        GBP'000 
                                    -------------  -------------  -------------------------------- 
 
Cash outflow from 
 operating activities        6      (11,086)       (3,434)        (5,208) 
Interest paid                       (286)          (284)          (611) 
Taxes paid                          500            (452)          (322) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Net cash outflows 
 from operating activities          (10,872)       (4,170)        (6,141) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Investing activities 
Purchase of property, 
 plant and equipment                (92)           (450)          (888) 
Purchase of intangible 
 assets                             -              (1,687)        (2,450) 
Sale of freehold property           2,500          466            466 
Sale of financial 
 asset                              -              1,306          1,306 
Acquisition of business             -              -              (218) 
Interest received                   -              6              39 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Net cash generated 
 from/(used in) investing 
 activities                           2,408          (359)          (1,745) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Financing activities 
Net proceeds from 
 issue of ordinary 
 share capital                      12,380         -              - 
Dividends paid to 
 company shareholders        7      -              (825)          (824) 
Net borrowings                      1,967          (167)          6,455 
 
Net cash generated 
 from/(used in) financing 
 activities                           14,347         (992)          5,631 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
 
  Net decrease in cash 
  and cash equivalents                5,883          (5,521)        (2,255) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Cash and cash equivalents 
 at start of period                 (3,494)        (1,239)                                 (1,239) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
Cash and cash equivalents 
 at end of period                   2,389          (6,760)        (3,494) 
---------------------------  -----  -------------  -------------  -------------------------------- 
 
 

Notes to the condensed financial statements

   1        Basis of preparation 

The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the European Union. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the European Commission. The financial information has been prepared on the basis of IFRS that the Directors expect to be adopted by the European Union and applicable as at 31 March 2017.

The Group's forecasts show that, except for the technical default highlighted above in the operating review, it will remain in compliance with its banking covenants for the foreseeable period and that it will have access to sufficient liquidity. The forecasts are dependent upon liabilities and contingent liabilities, particularly in relation to redemption of investment plans, not materialising at a level greater than forecast and trading developing in line with the expectations of management. The Directors acknowledge that these may be considered material uncertainties which could cast doubt on the Group's ability to continue as a going concern.

However, the Directors have anticipated a number of mitigating courses of action, including accelerated assets sales, further cost cutting measures and pursuing overdue debt and ultimately they believe that, if necessary, the Company would have the support of alternative capital providers, be it equity, debt or a combination of both.

Having regard to the matters above, and after making reasonable enquiries and taking account of uncertainties outlined above, the Directors have a reasonable expectation that the Company and the Group have access to adequate resources to continue operations and to meet its liabilities, as and when they fall due, for the foreseeable future. For that reason, they continue to adopt the going concern basis in the preparation of these interim financial statements.

   2        Significant accounting policies 

The accounting policies applied by the Group in this interim report are the same as those applied by the Group in the consolidated financial statements for the year ended 31 March 2016.

Income tax

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

   3        Segmental analysis 

As outlined in the Operating Review the company has five main business segments, as shown below. This is based upon the Group's internal organisation and management structure and is the primary way in which the Board of Directors is provided with financial information.

 
 Segmental Income            Investments   Philatelic   Publishing   Coins       Interiors   Unallocated   Total 
  Statement                                                           & Medals 
                             GBP'000       GBP'000      GBP'000      GBP'000     GBP'000     GBP'000       GBP'000 
 6 months to 30 September 
  2016 
 Revenue                     9,578         3,184        1,078        2,631       3,382       312           20,165 
 Operating Costs             (7,611)       (3,575)      (1,102)      (2,058)     (5,438)     (2,951)       (22,734) 
 Exceptional costs           (1,000)       -            -            -           112         (2,440)       (3,327) 
 Net finance costs           -             -            -            -           (166)       (120)         (286) 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 Profit/(loss) before 
  tax                        967           (391)        (24)         574         (2,109)     (5,199)       (6,182) 
 Tax                         -             -            -            529         -           -             529 
 Profit/(loss) for 
  the period                 967           (391)        (24)         1,103       (2,109)     (5,199)       (5,653) 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 
 6 months to 30 September 
  2015 (restated) 
 Revenue                     8,465         4,003        1,590        5,370       9,391       608           29,427 
 Operating Costs             (7,032)       (4,205)      (1,402)      (3,752)     (9,188)     (2,924)       (28,503) 
 Exceptional costs           -             (102)        -            (99)        (82)        746           463 
 Net finance costs           -             -            -            -           (120)       (159)         (279) 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 Profit/(loss) before 
  tax                        1,433         (304)        188          1,519       1           (1,729)       1,108 
 Tax                         -             -            -            (44)        -           (59)          (103) 
 Profit/(loss) for 
  the period                 1,433         (304)        188          1,475       1           (1,788)       1,005 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 
 12 months to 31 March 
  2016 
 Revenue                     22,447        7,545        3,039        8,213       16,961      931           59,137 
 Operating Costs             (19,281)      (7,659)      (2,668)      (6,074)     (21,040)    (7,526)       (64,248) 
 Exceptional costs           (2,015)       -            (50)         (152)       (3,225)     (17,766)      (23,207) 
 Net finance costs           -             -            -            -           (241)       (331)         (572) 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 Profit/(loss) before 
  tax                        1,151         (113)        320          1,987       (7,545)     (24,692)      (28,891) 
 Tax                         -             (37)         -            (36)        (201)       (129)         (403) 
 Profit/(loss) for 
  the period                 1,151         (150)        320          1,951       (7,746)     (24,820)      (29,294) 
--------------------------  ------------  -----------  -----------  ----------  ----------  ------------  --------- 
 

Notes to the condensed financial statements

   3        Segmental analysis (continued) 

Geographical Information

Analysis of revenue by origin and destination

 
            6 months to 30                      6        6 months                         6 months                 12 months                                             12 months 
             Sept 2016                          months    to 30 Sept                       to 30                    to 31 March                                        to 31 March 
             Sales by destination               to 30     2015                             Sept 2015                2016 Sales                                                2016 
                                                Sept      Sales by                         Sales                    by destination                                        Sales by 
                                                2016      destination                      by origin                                                                        origin 
                                                Sales 
                                                by 
                                                origin 
                                                                     (restated)                        (restated) 
                                       GBP'000  GBP'000                          GBP'000                  GBP'000                           GBP'000                        GBP'000 
Channel 
 Islands             7,313                      9,578    3,467                            8,217                    2,062                             19,930 
United 
 Kingdom             8,884                      10,498   15,950                           20,894                   34,549                            36,562 
Hong Kong               225                     78       379                              316                      3,115                             2,645 
Europe               1,433                      -        2,330                            -                        4,063                             - 
North 
 America             1,183                      -        4,888                            -                        10,678                            - 
Singapore               171                     11       381                              -                        1,257                             - 
Asia                    258                     -        347                              -                        474                               - 
Rest of 
 the World              698                     -        1,685                            -                        2,939                             - 
----------  ----------------------------------  -------  -------------------------------  -----------------------  --------------------------------  ----------------------------- 
            20,165                              20,165   29,427                           29,427                   59,137                            59,137 
----------  ----------------------------------  -------  -------------------------------  -----------------------  --------------------------------  ----------------------------- 
 

Destination is defined as the location of the customer. Origin is defined as the country of domicile of the Group company making the sale. All of the sales relate to external customers.

   4        Taxation 

The charge for taxation is based on the results for the period and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax is recognised on a full provision basis in respect of all temporary differences which have originated, but not reversed at the balance sheet date.

   5        Earnings per ordinary share 

The calculation of basic earnings per ordinary share is based on the weighted average number of shares in issue during the period. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has only one category of dilutive ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the period.

 
                                       6 months      6 months      12 months 
                                        to            to            to 
                                       30 September  30 September  31 March 
                                        2016          2015          2016 
                                       (unaudited)   (unaudited)   (audited) 
                                                     (restated) 
Weighted average number of 
 ordinary shares in issue 
 (No.)                                 178,916,643   47,120,357    47,120,357 
Dilutive potential ordinary 
 shares: Employee share options 
 (No.)                                 1,898,559     2,076,424     1,770,977 
-------------------------------------  ------------  ------------  ------------ 
(Loss)/ profit after tax 
 (GBP)                                 (5,653,000)   1,005,000     (29,294,000) 
Pension service costs (net 
 of tax)                               190,000       173,010       (14,220) 
Cost of share options (net 
 of tax)                               150,000       150,000       650,000 
Amortisation of customer 
 lists                                 180,000       180,000       360,000 
Exceptional operating (income)/costs 
 (net of tax)                          3,130,160     (125,100)     23,556,710 
 
Adjusted (loss)/profit after 
 tax (GBP)                             (2,002,840)   1,382,910     (4,741,510) 
-------------------------------------  ------------  ------------  ------------ 
 
Basic earnings per share 
 - pence per share (p)                 (3.16)p       2.13p         (62.17)p 
Diluted earnings per share 
 - pence per share (p)                 (3.13)p       2.04p         (62.17)p 
Adjusted earnings per share 
 - pence per share (p)                 (1.12)p       2.93p         (10.06)p 
Adjusted diluted earnings 
 per share - pence per share 
 (p)                                   (1.11)p       2.81p         (10.06)p 
-------------------------------------  ------------  ------------  ------------ 
 

Notes to the condensed financial statements

   6        Cash used from operations 
 
                               6 months     6 months     12 months 
                                to           to           to 
                               30 Sept      30 Sept      31 March 
                                2016         2015         2016 
                               (unaudited)  (unaudited)  (audited) 
                                            (restated) 
                               GBP'000      GBP'000      GBP'000 
Operating (loss)/ profit       (5,896)      1,386        (28,319) 
Profit on sale of property     (300)        (189)        (183) 
Loss on sale of financial 
 asset                         -            68           58 
Impairment of tangible 
 assets                        -            -            230 
Depreciation                   225          568          911 
Amortisation                   171          367          1,002 
Impairment of intangibles      -            -            19,881 
Increase/(decrease) in 
 provisions                    -            202          (462) 
Net exchange differences       (379)        -            89 
Cost of share options          150          150          650 
Decrease/(increase) in 
 inventories                   2,428        (1,129)      11,244 
Decrease/(increase) in 
 trade and other receivables   1,702        (1,507)      5,830 
Decrease in trade and 
 other payables (less 
 deferred consideration)         (9,187)      (3,350)      (16,139) 
 
Cash outflow from operating 
 activities                    (11,086)     (3,434)      (5,208) 
-----------------------------  -----------  -----------  ---------- 
 
   7        Dividends 
 
                           6 months      6 months      12 months 
                            to            to            to 
                            30 Sept       30 Sept       31 March 
                            2016          2015          2016 
                           (unaudited)   (unaudited)   (audited) 
                                         (restated) 
                           GBP'000       GBP'000       GBP'000 
 Amounts recognised as 
  distribution to equity 
  holders in period: 
 Dividend paid             -             825           - 
------------------------  ------------  ------------  ---------- 
 
 Dividend paid per share   -             1.75p         - 
------------------------  ------------  ------------  ---------- 
 
 
 
   8        Further copies of this statement 

Copies of this statement are being sent to shareholders and can be viewed on the Company's website at www.stanleygibbons.com. Further copies are available on request from: The Company Secretary, The Stanley Gibbons Group plc, 18 Hill Street, St Helier, Jersey JE2 4UA.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR AKKDDDBDDDBN

(END) Dow Jones Newswires

December 30, 2016 06:15 ET (11:15 GMT)

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