Samarkand Group plc : Interim Results DGAP

Samarkand Group plc (SMK)
Samarkand Group plc : Interim Results

16-Dec-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


16 December 2021

 

Samarkand Group plc

("Samarkand", the "Company" or together with its subsidiaries the "Group")

 

Interim Results for the half-year ending 30 September 2021

 

Samarkand Group plc, the cross-border eCommerce technology solution provider, announces its unaudited interim results for the half year ending 30 September 2021 ("H1 2022").

 

David Hampstead, Chief Executive Officer of Samarkand Group, commented: "The first six months of the year represent a period of considerable progress for the Group. Following our listing onto the Aquis Stock Exchange in March, we have proceeded to continue exploiting the demand for access to the Chinese eCommerce market, whilst allocating the fundraised capital towards strategic growth and operational enhancements. I would like to take this opportunity to thank all of the Group's staff for their continued hard work and dedication.

 

We look to the future with real optimism, with the Group well-positioned in a space only set to expand further. We are confident in Samarkand's opportunity to become an integral driver of commerce in the world's largest eCommerce market."

 

Chief Executive's Review

 

Overview

I am pleased to be able to report on our first interim results, in which we have made strong operational progress and continued to invest for future growth in line with our strategy detailed at the time of IPO in March of this year. Our increased profile and the early traction of our Nomad Checkout solution soon after the IPO has catalysed significant developments for us with regards partnerships with leading global companies.

 

Accelerating technology investment

We took the decision to invest more proactively in our technology and personnel. This investment has enabled us to secure significant partnerships which will allow us to a) reach a much wider client base globally and b) consolidate our competitive lead and make our unique offering even more defendable. Our existing partnership with SF Express has already delivered two significant client wins for us in Asia where the SF Express network is particularly strong. We are now well underway with joint business development activities with SF Express sales teams in Japan, South Korea and Hong Kong and we expect to build a healthy pipeline of clients together. In other international markets we are developing partnerships with major organisations, and we look forward to updating shareholders in due course.

 

The opportunity for us to become an integral part of the infrastructure powering the future flow of commerce between international brands and consumers in the world's largest eCommerce market is within reach. Cross-border eCommerce is accelerating in markets globally as more consumers embrace shopping irrespective of borders, growing at twice the rate of domestic eCommerce. The next few years will be key to determining who wins in this new generation of global trade and we are positioning ourselves to be amongst them.

 

Revenue increase on core activities

Our technology and services enable brands in the West to access the world's most lucrative eCommerce market in China and as a result we have not been immune to the highly publicised supply chain issues which have impacted the retail industry. Considering this, revenues of £7.2m (H1 2021: £7.3m), flat year on year against a strong comparable period, when there was an unprecedented surge in eCommerce, is a very credible performance. Despite these headwinds, revenue from core activities has increased, Nomad technology revenue is up 15% and brand ownership revenue is up 13%. Inline with our strategy we have de-prioritised the wholesale distribution part of the business and revenue has decreased 31% from these activities. The deals that we have signed and new channels we have launched post-period have resulted in October and November trading being 15% and 25% ahead YoY respectively with this trend continuing to accelerate significantly into the first two weeks of December. Adjusted EBITDA loss was £2.6m (H1 2021 profit: £0.3m) which reflects the ongoing investments being made that we set out in our IPO prospectus. The Company continues to enjoy a strong balance sheet with cash and cash equivalents at 30 September of £10.4m.

 

Our Market

The Chinese eCommerce market continues to be by far the world's largest, both in terms of size and scale, representing immense opportunity for both our clients and the Company. The pandemic undoubtedly created both challenges and opportunities and, as a business, we have adapted well to restrictions imposed on international travel and found alternative ways to operate.

 

As noted at the time of Full Year Results in July, disruptions to travel have caused issues surrounding the discovery of Western brands by Chinese consumers. There has been increasing commentary around the rise in the pertinence of domestic Chinese brands in favour of household names in the West. Our experience suggests that this is largely concentrated around those goods which have been traditionally manufactured in the East by western brands, such as apparel. In the beauty and health markets, and particularly high-end segments, in which Samarkand currently operates, consumers recognise, and place great value on, the provenance, quality and cache of the products they buy.

 

Response to macro-challenges delivering results

The continuing strain placed on supply chains and the effect on consumer confidence felt globally, including China, has resulted in a challenging first half, especially when compared to the unprecedented surge we experienced at the start of the pandemic in H1 2020 when supply chains were still in good shape and consumers hadn't endured a year of uncertainty. We have anticipated those challenges and proactively adapted in a number of ways including taking advantage of our strong balance sheet to invest in additional stock and at the half year, the Group had inventory of £3.5 million compared to the £1.9 million worth of stock held at the same point in the prior year. We are pleased to have managed to remain stable with our first half revenue and we are now seeing the hard work, investment in new channels and increased capabilities coming through in H2 with October through to December performing strongly.

 

As part of our growth strategy, we have identified significant opportunities which will have a positive forward-looking effect. In near-China markets such as Japan, South Korea and SE Asia the dramatic reduction in Chinese tourists has meant an increased interest from merchants in cross-border eCommerce to reach these valuable consumers. In response to this we established an office in Japan to service this region and have recently signed two large enterprise clients to our Nomad Checkout solution which are planned to come online in early 2022. Our investment from, and partnership with, China's leading express delivery company, SF Express, has opened a healthy pipeline of potential clients in the region that we are actively developing together. Our recent announcements relating to Amorepacific and Strawberrynet is a direct result of the joint business development activities we are undertaking. We expect these to start contributing to the first quarter of the new year and to announce further client wins.

 

Strategic progress

As outlined at the time of listing, the net proceeds from the fundraising were to be allocated to development of the Nomad platform's functionality and services, to expand business development internationally, to extend marketing of our own brands and to pursue acquisitive growth opportunities. I am delighted that the first half of the year signifies a period of considerable progress made against these objectives.

 

International expansion

In line with our ambitions to expand internationally, in June we formally opened an office in Tokyo in order to help Japanese brands penetrate the Chinese eCommerce market. Japan is the world's 4th largest eCommerce market, and Japanese brands are highly sought after by Chinese consumers for their design and high-quality products. Samarkand's office in Tokyo is already engaged with a number of Japanese brands and retailers looking to improve their eCommerce penetration in China. We are also developing a strategy to penetrate further into Northeast Asian markets and have benefitted from one of the world's largest beauty conglomerates selecting our Nomad Checkout solution to power direct-to-consumer sales, from South Korea to Chinese consumers.

 

Complementary and fast growing acquisitions

In May we acquired Zita West Products Limited and a majority interest in Babawest Ltd for a total consideration of just over £2.8 million. Having collaborated commercially with both businesses for more than 3 years prior to their acquisition, the acquisition of these two businesses made sense from a strategic perspective. We had identified the businesses as attractive targets thanks to the sectors in which they operate. The fertility, pregnancy and mother & baby spaces continue to expand in China. Both companies have grown significantly since acquisition, taking advantage of the pre-existing supply chain of Probio7 which we had successfully established. Through the application of our market knowledge and the use of our Nomad platform, Zita West and Babawest sales have increased by 55% in the 5 months since acquisition compared to the same period last year. We have seen further increases in Zita West post period, driven by a new direct-to-consumer website in the UK, expanded listings in John Bell & Croydon and Harrods and the launch of a Tmall Flagship store in China.

 

More recently, the post-period acquisition of the Scottish brand, Napiers the Herbalists, signals a further execution of our stated intention to pursue acquisition opportunities. The business was acquired in November for an initial consideration of £1.7m. Napiers and Samarkand share the same vision, and we are confident that Napiers will benefit from our expertise and synergies and will follow similar trajectories to Probio7, Zita West Products and Baba West having integrated well into the Group.

 

New channels and major client wins for our technology

Despite the difficult trading period, revenues attributed to our Nomad Technology have increased 15%. In November we added the fastest growing eCommerce platform in China, Douyin, to our Nomad Storefront offering and launched our first store on the platform. Douyin is the Chinese version of TikTok and has become a major player in eCommerce with £95bn(forecast) of GMV on the platform in 2021 up from £17bn in 2019. Through our direct integration we can now offer international merchants the ability to ship directly from overseas to consumers shopping on Douyin and from bonded warehouses within China. We went live with our first store on the platform in November and we are very pleased with the results and expect to see significant growth from this exciting channel. The launch of our Nomad Checkout SaaS product in a pilot project with THG (The Hut Group) has been successful and we expect to announce a full roll-out and extension of services in due course. Client wins have quickly followed in South Korea and Hong Kong with other large organisations which are scheduled for launch in Q1 2022.

 

Growth through top-tier partnerships

We now find ourselves in a position where the solutions we first envisaged 4 years ago are now a reality, powering sales for major retailers and attracting the attention of global logistics, payments and eCommerce technology companies who we are seeking to build strategic partnerships with. In this regard, I am delighted that Philip Smiley will be joining the Board as an executive early in the New Year. Phil is well known to the Company, being the brother of co-founder and Chief Operating Officer, Simon. His experience and understanding of our markets and offering will be of huge value to our business. Previously Global CEO of the Consulting Division of Kantar, the world's leading data, insights and consulting company, he brings with him deep retail and consumer industry expertise and his proven track record in scaling b2b technology and services businesses, experience in acquisition, investment and partnership development will be invaluable. 

 

More widely there have been significant hires made across the Group in order to deal with the increases in working capacity as we expand our operations. Since our IPO in March 2021, our total number of staff has increased from 99 to over 150 in December 2021. The decision to accelerate investment in talent and capability has been taken to enable us to capitalise on the significant opportunities that we have developed since March with top-tier partners and enterprise clients. We did this despite the short-term trading headwinds we have experienced in the first half

 

Outlook statement

The first half presented Samarkand with challenges which were felt across the retail sector globally and impacted sales in the period. We have worked hard to mitigate the effect of supply chain issues and are pleased with the momentum shown in the first two months of H2 with 15% and 25% sales growth in October and November respectively year on year. This trend has accelerated into December and we expect to be further ahead by month end.  We will continue to see the benefit of deals signed in the first half start to come through during the rest of the financial year. The ongoing opportunity for the Group remains as strong as ever and any increased complexity in accessing the world's largest eCommerce market further strengthens our competitive advantage and barriers to entry for our competitors.

 

We have made considerable operational progress since IPO and the strength of our offering in accessing the world's largest eCommerce market has only increased. This is evidenced by the nature of the organisations that are looking to form strategic alliances with us. The Board remains confident in its execution of the plan outlined at IPO and in delivering significant returns for shareholders. We thank them for their continued support.

 

 

 

 

FINANCIAL REVIEW

 

Overview

During the year, the Group's revenues, excluding exceptional revenues of £5.8m in H1 2021, remained flat at £7.2m (H1 2021: £7.3m) with gross margin decreasing to 57% (H1 2021: 62% excluding exceptional revenue contract).

 

Revenues from our core activities, Nomad technology is up 15% to £3.0m (H1 2021: £2.6m) and brand ownership revenues is up 13% to £2.3m (H1 2021: £2.0m) with revenues from our legacy distribution business decreasing 31% to £1.8m (H1 2021: £2.6m). The Group continues its strategy of moving away from B2B distribution model and focusing on growing its own brands, its Nomad technology revenues and increasing its B2C capabilities in the UK, China and rest of the world.

 

The Group's gross margin has decreased to 57% (H1 2021: 62% excluding exceptional revenues). The reduction in gross margin is a result of a change in our product mix, supply chain pricing pressures not all which could be passed on to our customers.

 

Exceptional Revenues

In H1 2021, the Group was awarded a £5.8m government contract from the Department of Health and Social Care (the "Exceptional Revenue") for the supply of personal protective equipment. This contract was successfully fulfilled.

 

Operating expenses

Selling and distribution expenses increased to 45% (H1 2021: 36% excluding exceptional revenue contract) of revenue, as a result of an increase in market advertising and distribution costs for brands the Group work with. In market advertising includes social media activities such as livestreaming, on-platform and off-platform promotions. Furthermore, there is a significant increase in marketing investment in our own brand Probio7 in line with our plans set out at the IPO.

 

Administrative expenses, excluding one off cost such as exceptional revenues, share-based payment expense, acquisition and restructuring related costs, increased to 49% (H1 2021: 23%) of revenue as a result of an increase in staff costs and additional regulatory and compliance costs. Staff costs have increased to £2.8m (H1 2021: £1.2m) to allow for the accelerated rollout of our Nomad technology platform and an increase client service, fulfilment and operational capabilities as outlined at our IPO. The average number of employees for the six months ending 30 September 2021 was 130 (H1 2021: 73).

 

Earnings per share

Basic and diluted loss per share was 6.5 pence per share (H1 2021 earnings: 5.2 pence per share).

 

Net cash/(debt)

The Group listed on the Apex segment of the AQSE Growth Market in March 2021 and raised a total of £17m from both institutional investors and qualified investors. On 10 May 2021, the Group issued 2,737,840 new ordinary shares at a price of 115 pence raising £3,148,516 from United Win Asia Limited, a subsidiary of S.F. Holding Co., Ltd., as part of a strategic investment to further develop the Group's international expansion and technology.

 

 

As a result of the proceeds raised at the IPO and subsequent raise from United Win Asia Limited, the Group has moved from a net debt to net cash position. Alongside the funds raised, the directors' loans, former director loans and loan notes were converted into shares or repaid.

 

 

 

 

 

Sep-21

Sep-20

Mar-21

Cash and cash equivalents

10,389,765

1,468,146

14,606,867

Right-of-use lease liabilities

(847,433)

(795,921)

(972,994)

Borrowings

(1,607,040)

(3,527,457)

(2,082,538)

Directors' loans

-

(501,563)

-

Net cash / (debt)

7,935,292

(3,356,795)

11,551,335

 

 

At the period end, the Group's net cash position was £7.9m (H1 2021: net debt £3.4m). The Group has brought forward significant investments in its technology and increased its client service, fulfilment and operational capabilities as well as invested in marketing its own brands. On the 1 May 2021, the Group also acquired Zita West Products Limited and majority stake in Babawest Limited for total cash consideration of £2.3m and £0.5m in shares.

 

Depreciation and amortisation

The total depreciation and amortisation costs were £0.1m and £0.2m respectively (H1 2021: £0.1m and £0.1m). The Group continued to invest in its Nomad Technology platform with a total of £0.5m (H1 2021: £0.3m) development costs capitalised during the period.

 

Adjusted EBITDA loss

Adjusted EBITDA loss of £2.7m (H1 2021: profit £0.3m). The increase in adjusted EBITDA loss is driven by the increase in staff cost and marketing.

 

Going Concern

The financial statements have been prepared on a going concern basis. In adopting this basis, the Directors have carried out a robust assessment of the emerging and principal risks facing the business. As a result of the assessment performed, the Directors consider that the Group has adequate resources to continue its normal course of operations for the foreseeable future.

 

 

Consolidated Unaudited Statement of Comprehensive Income

For the six month period ended 30 September 2021

 

 

Period ended

30 September 2021 (Unaudited)

 

Period ended

30 September 2020 (Unaudited)

 

Year ended

31 March 2021 (Audited)

 

Notes

£

 

£

 

£

Revenue

3

7,167,152

 

13,064,342

 

20,600,541

Cost of sales

3

(3,061,619)

 

(5,757,722)

 

(8,770,887)

Gross profit

 

4,105,533

 

7,306,620

 

11,829,654

Selling and distribution expenses

 

(3,262,723)

 

(3,301,438)

 

(6,189,506)

Administrative expenses

4

(3,917,370)

 

(1,682,048)

 

(4,506,290)

 

 

 

 

 

 

 

Adjusted EBITDA

 

(2,635,916)

 

300,019

 

(418,675)

Share-based payment and equity related expenses

5

(315,540)

 

-

 

(26,914)

IPO Listing Fees and acquisition costs

5

(123,104)

 

(16,506)

 

(460,174)

Exceptional revenue (net profit)

 

-

 

2,039,621

 

2,039,621

EBITDA

 

(3,074,560)

 

2,323,134

 

1,133,858

Depreciation and amortisation

 

(362,561)

 

(229,906)

 

(503,354)

Operating profit/(loss)

 

(3,437,121)

 

2,093,228

 

630,504

Finance income

 

86

 

27

 

115

Finance costs

 

(91,757)

 

(211,572)

 

(401,076)

Income/(loss) before taxation

 

(3,528,792)

 

1,881,683

 

229,543

Taxation

 

13,149

 

4,369

 

177,514

Income/(loss) after taxation

 

(3,515,643)

 

1,886,052

 

407,057

Exchange differences on translation of foreign operations

 

 

 

 

 

 

 

13,435

 

(3,186)

 

(18,517)

 

 

 

 

 

 

 

Total comprehensive income/(loss) for the period

 

(3,502,208)

 

1,882,866

 

388,540

 

 

 

 

 

 

 

Income/(loss) attributable to:

 

 

 

 

 

 

Equity holders of the Company

 

(3,506,624)

 

1,847,866

 

405,074

Non-controlling interests

 

(9,019)

 

38,186

 

1,983

 

 

(3,515,643)

 

1,886,052

 

407,057

 

 

 

 

 

 

 

Comprehensive income/(loss) attributable to:

 

 

 

 

 

 

Equity holders of the Company

 

(3,493,189)

 

1,844,680

 

386,557

Non-controlling interests

 

(9,019)

 

38,186

 

1,983

 

 

(3,502,208)

 

1,882,866

 

388,540

 

 

 

 

 

 

 

Earnings/(loss) per share (basic and diluted)

 

(0.0648)

 

0.0523

 

0.0113





Consolidated Unaudited Statement of Financial Position
As at 30 September 2021

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

 

Unaudited

 

Unaudited

 

Audited

ASSETS

Notes

£

 

£

 

£

Intangible assets

7

4,246,664

 

1,271,948

 

1,462,981

Property, plant and equipment

 

233,223

 

157,894

 

151,262

Right-of-use assets

 

724,621

 

956,594

 

840,607

Non-current assets

 

5,204,508

 

2,386,436

 

2,454,850

Inventories

8

3,547,425

 

1,752,239

 

1,857,239

Trade receivables

 

1,790,874

 

1,197,056

 

1,013,631

Corporation tax recoverable

 

52,846

 

-

 

98,893

Other receivables and prepayments

 

791,160

 

500,958

 

522,022

Cash and cash equivalents

 

10,389,765

 

1,468,146

 

14,606,867

Current assets

 

16,572,070

 

4,918,399

 

18,098,652

Total assets

 

21,776,578

 

7,304,835

 

20,553,502

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

Share capital

9

547,148

 

1,767

 

516,190

Retained earnings

 

(4,436,296)

 

(1,494,337)

 

(929,672)

Currency translation reserve

 

5,168

 

(6,519)

 

(8,267)

Capital contribution

 

-

 

266,072

 

-

Share premium

 

21,022,957

 

-

 

17,412,900

Merger relief reserve

 

(2,063,814)

 

28,764

 

(2,063,814)

Non-controlling interest

 

(9,019)

 

6,018

 

-

Total equity

 

15,066,144

 

(1,198,235)

 

14,927,337

 

 

 

 

 

 

 

Right-of-use lease liabilities

 

590,159

 

847,433

 

720,353

Borrowings

 

1,367,144

 

1,163,654

 

1,372,964

Deferred tax liability

 

269,673

 

71,945

 

67,576

Total non-current liabilities

 

2,226,976

 

2,083,032

 

2,160,893

Trade and other payables

 

3,308,948

 

2,064,845

 

1,981,054

Accrued liabilities

 

655,722

 

1,045,314

 

472,807

Deferred revenue

 

21,618

 

196,025

 

42,563

Borrowings

 

239,896

 

2,363,803

 

709,574

Right-of-use lease liabilities

 

257,274

 

248,488

 

252,641

Loans from directors

 

-

 

501,563

 

-

Refund liabilities

 

-

 

-

 

6,633

Total current liabilities

 

4,483,458

 

6,420,038

 

3,465,272

Total liabilities

 

6,710,434

 

8,503,070

 

5,626,165

 

 

 

 

 

 

 

Total liabilities and equity

 

21,776,578

 

7,304,835

 

20,553,502

 



Consolidated Unaudited Statement of Changes in Equity

For the six month period ended 30 September 2021

 

Share Capital

Share Premium

Merger relief reserve

Capital Contribution

Currency Translation Reserve

Retained earnings

Non-controlling interests

Total equity

 

£

£

£

£

£

£

£

£

Balance at 1 April 2020

1,767

-

28,764

266,072

(3,333)

(3,342,203)

(32,168)

(3,081,101)

Loss after taxation

-

-

-

-

-

1,847,866

38,186

1,886,052

Other comprehensive loss

-

-

-

-

(3,186)

- 

-

(3,186)

Total comprehensive loss for the year

-

-

-

-

(3,186)

1,847,866

38,186

1,882,866

Balance at 30 September 2020

1,767

-

28,764

266,072

(6,519)

(1,494,337)

6,018

(1,198,235)

 

 

 

 

 

 

 

 

 

Balance at 1 April 2021

516,190

17,412,900

(2,063,814)

-

(8,267)

(929,672)

-

14,927,337

Loss after taxation

-

-

-

-

-

(3,506,624)

(9,019)

(3,515,643)

Other comprehensive loss

-

-

-

-

13,435

-

-

13,435

Total comprehensive income/(loss) for the year

-

-

-

-

13,435

(3,506,624)

(9,019)

(3,502,208)

Shares issued net of transaction fees

30,958

3,610,057

-

-

-

-

-

3,641,015

 

30,958

3,610,057

-

-

-

-

-

3,641,015

Balance at 30 September 2021

547,148

21,022,957

(2,063,814)

-

5,168

(4,436,296)

(9,019)

15,066,144

 

 

 

 

 

 

 

 

 

Balance at 1 April 2020

1,767

-

28,764

266,072

(3,333)

(3,342,203)

(32,168)

(3,081,101)

Profit after tax

-

-

-

-

-

405,074

1,983

407,057

Other comprehensive loss

-

-

-

-

(18,517)

- 

-

(18,517)

Total comprehensive loss for the year

-

-

-

-

(18,517)

405,074

1,983

388,540

Disposal of minority interests

-

-

-

-

-

(12,891)

30,185

17,294

Transactions with owners

-

-

-

-

-

(12,891)

30,185

17,294

Group reconstruction

351,633

-

(2,092,578)

(266,072)

13,583

1,993,434

-

-

Shares issued on listing net of transaction fees

147,804

15,852,283

-

-

-

-

-

16,000,087

Shares issued on conversion of loans

14,986

1,560,617

-

-

-

-

-

1,575,603

Share based payments

-

-

-

-

-

26,914

-

26,914

 

514,423

17,412,900

(2,092,578)

(266,072)

13,583

2,020,348

-

17,602,604

Balance at 31 March 2021

516,190

17,412,900

(2,063,814)

-

(8,267)

(929,672)

-

14,927,337

 



Consolidated Unaudited Statement of Cash Flows

For the six month period ended 30 September 2021

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

Unaudited

 

Unaudited

 

Audited

 

£

 

£

 

£

Cash flows from operating activities

 

 

 

 

 

Income/(loss) after taxation

(3,515,643)

 

1,886,052

 

407,057

Cash flow from operations reconciliation:

 

 

 

 

 

Depreciation and amortisation

362,561

 

229,906

 

503,354

Interest expense

60,371

 

175,742

 

314,027

Finance income

(86)

 

(27)

 

(115)

Income tax credit

-

 

-

 

(177,514)

Share based payment

-

 

-

 

26,914

Working capital adjustments:

 

 

 

 

 

(Increase) in inventories

(1,468,921)

 

(457,046)

 

(562,046)

(Increase) in trade and other receivables

(1,012,158)

 

(328,173)

 

(209,168)

Increase in trade and other payables

1,318,496

 

1,231,380

 

482,589

Cash generated from/(used) in operating activities

(4,255,380)

 

2,737,834

 

785,098

Taxes (paid)/received

(42,898)

 

-

 

69,883

Net cash generated from/(used in) operating activities

(4,298,278)

 

2,737,834

 

854,981

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchase of property, plant and equipment

(117,661)

 

(47,190)

 

(71,238)

Payment of intangible assets

(499,253)

 

(279,072)

 

(586,226)

Acquisition of subsidiary, net of cash acquired

(1,829,993)

 

-

 

(9,125)

Disposal of subsidiary, net of cash sold

-

 

-

 

17,294

Finance income

86

 

(27)

 

115

Net cash used in investing activities

(2,446,821)

 

(326,289)

 

(649,180)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issue of shares, net of fees

3,141,016

 

-

 

16,000,087

Repayment of right-of-use lease liabilities

(142,177)

 

(141,633)

 

(283,424)

Proceeds from borrowings

-

 

1,171,467

 

1,833,400

Repayment of borrowings

(483,505)

 

(2,527,526)

 

(3,703,069)

Net cash from financing activities

2,515,334

 

(1,497,692)

 

13,846,994

 

 

 

 

 

 

Net increase in cash and cash equivalents

(4,229,765)

 

913,853

 

14,052,795

 

 

 

 

 

 

Cash and cash equivalents - beginning of the period

14,606,867

 

572,586

 

572,586

Effects of exchange rate changes on the balance of cash held in foreign currencies

 

 

 

 

 

12,663

 

(18,293)

 

(18,514)

Cash and cash equivalents - end of the period

10,389,765

 

1,468,146

 

14,606,867

 

Notes to the Consolidated Financial Statements
For the period ended 30 September 2021

  1. General information

Samarkand Group plc's registered office is Unit 13 & 14 Nelson Trading Estate, The Path, Merton, London SW19 3BL.

The results for the six months ended 30 September 2021 and 30 September 2020 are unaudited.

The Consolidated Group financial statements represents the consolidated results of Samarkand Group plc and its subsidiaries, (together referred to as the "Group").

This interim report, which has neither been audited nor reviewed by independent auditors, was approved by the board of directors on 15 December 2021. The financial information in this interim report has been prepared in accordance with UK adopted international accounting standards. The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 March 2021 and which will form the basis of the 2021 financial statements.

  1. Basis of preparation and measurement

 

(a)       Basis of preparation

The financial information for the year ended 31 March 2021 included in these financial statements does not constitute the full statutory accounts for that year. The Annual Report and Financial Statements for 2021 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for 2020 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Unless otherwise stated, the financial statements are presented in Pounds Sterling (£) which is the currency of the primary economic environment in which the Group operates.

Transactions in foreign currencies are translated into £ at the rate of exchange on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date. The resulting gain or loss is reflected in the "Consolidated Statements of Comprehensive Income" within either "Finance income" or "Finance costs".

The financial statements have been prepared under the historical cost convention except for certain financial instruments that have been measured at fair value.

The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The directors of Samarkand Group plc have reviewed the Group's overall position and outlook and are of the opinion that the Group is sufficiently well funded to be able to operate as a going concern for at least the next twelve months from the date of approval of these financial statements

(b)      Basis of consolidation

The Consolidated Group financial statements comprises the financial statements of Samarkand Group plc and its subsidiaries.

A subsidiary is defined as an entity over which Samarkand Group plc has control. Samarkand Group plc controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

Intra-group transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

  1. Segmental analysis

An analysis of the Group's revenue and cost of sales is as follows:

 

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

 

£

 

£

 

£

Revenue by business unit:

 

 

 

 

 

 

Brand ownership

 

2,246,237

 

1,992,178

 

3,518,615

NOMAD technology

 

3,035,286

 

2,647,107

 

6,360,740

Distribution

 

1,803,700

 

2,608,985

 

4,832,644

Exceptional revenue

 

 

 

5,780,000

 

5,780,000

Other

 

81,929

 

36,072

 

108,542

Total revenue

 

7,167,152

 

13,064,342

 

20,600,541

 

 

 

 

 

 

 

Revenue by geographical destination:

 

 

 

 

UK

 

2,380,437

 

7,140,368

 

8,960,128

China

 

4,743,191

 

5,646,203

 

11,131,560

Rest of the world

 

43,524

 

277,771

 

508,853

Total revenue

 

7,167,152

 

13,064,342

 

20,600,541

 

 

 

 

 

 

 

Cost of sale by business unit:

 

 

 

 

 

 

Brand ownership

 

842,751

 

587,086

 

1,126,480

NOMAD technology

 

1,024,792

 

740,686

 

2,001,204

Distribution

 

1,192,414

 

1,300,938

 

2,496,299

Exceptional

 

-

 

3,091,046

 

3,091,046

Other

 

1,662

 

37,966

 

55,858

Total costs of sale

 

3,061,619

 

5,757,722

 

8,770,887

 

 

 

 

 

 

 

 

Exceptional revenues:

In H1 2021, with teams in both the UK and China, the Group was ideally positioned to source and supply products necessary for the coronavirus response. As a result, a £5.8m government contract from the Department of Health and Social Care (DHSC) (the "Exceptional Revenue") was awarded to the Company in April 2020 for the supply of personal protective equipment. This contract was successfully fulfilled on time and within budget.

Segment assets:

The non-current assets of the Group are not measured or reported internally on a segmental basis as they are not considered to be attributable to any specific business segment.
 

  1. Expenses by nature

An analysis of the Group's expenses by nature is as follows:

 

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

 

£

 

£

 

£

Administrative expenses:

 

 

 

 

 

 

Property costs

 

181,083

 

93,670

 

227,910

Staff costs

 

2,767,053

 

1,226,071

 

2,982,338

Professional fees

 

313,547

 

163,798

 

382,068

Other

 

532,583

 

182,003

 

426,886

Share based payment

 

-

 

-

 

26,914

Restructuring costs

 

123,104

 

16,506

 

460,174

Total administrative expenses

 

3,917,370

 

1,682,048

 

4,506,290

 

  1. Adjusted EBITDA

 

EBITDA and Adjusted EBITDA are non-GAAP measures and exclude exceptional items, depreciation, and amortisation. Exceptional items are those items the Group considers to be non-recurring or material in nature that may distort an understanding of financial performance or impair comparability.

 

Adjusted EBITDA is stated before exceptional items as follows:

 

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

Note

£

 

£

 

£

 

 

 

 

 

 

 

Share based payment and equity related expenses

a

315,540

 

-

 

26,914

IPO Listing Fees and acquisition costs

 

123,104

 

16,506

 

460,174

Exceptional revenue (net profit)

 

-

 

(2,039,621)

 

(2,039,621)

 

 

438,644

 

(2,023,115)

 

(1,552,533)

 

 

 

 

 

 

 

a. Recompense Share Purchase for Employee Share Option Scheme

In September 2020, when the Group repaid the initial seed loan to Iceland Foods, Simon Smiley and David Hampstead personally, from their own funds, acquired 26,500 shares in Samarkand Holdings, the then holding company of the group, from Iceland Foods and from an existing shareholder, for a total sum of £174,000. The shares were acquired for the purposes of satisfying the Employee Share Option Scheme which were granted to key employees of the Group. Typically, this would have been satisfied by new shares issued by the Company, however this was instead effected in a manner that did not dilute the existing shareholders. 

 

The board and the remuneration committee have agreed to repay Simon Smiley and David Hampstead the cost of these shares, by way of a one-off bonus payment. The total amount of the bonus would be £270,000 which represents the total cash paid grossed up for national insurance and income tax. This would result in Simon Smiley and David Hampstead being in a net nil position after tax. As a result of the Employee Share option Scheme, 10% of the Company's shares at 31 March 2021, were held by employees (outside the founders) with an additional 2% option holders yet to exercise.

 

  1. Earnings per share

 

Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the period. The same number of shares is used for the corresponding period in order to provide a meaningful comparison.

 

30 September 2021

30 September 2020

31 March 2021

 

£

£

£

 

 

 

 

Basic and diluted earnings/(loss) per share

(6.48) pence

 

5.23 pence

 1.13 pence

Basic and diluted weighted average number of shares in issue

54,140,377

35,340,000

35,785,999

 

  1. Intangible assets

 

Development costs

Trademarks

Brands

Goodwill

Total

 

£

£

£

£

£

Cost

 

 

 

 

 

At 1 April 2021

1,190,555

70,372

470,151

57,807

1,788,885

Reclassification

-

-

(10,235)

10,235

-

Restated balance as at 1 April 2021

1,190,555

70,372

459,916

68,042

1,788,885

Additions

491,057

8,196

-

-

499,253

Additions through business combinations

-

8,857

1,133,915

1,358,497

2,501,269

At 30 September 2021

1,681,612

87,425

1,593,831

1,426,539

4,789,407

 

 

 

 

 

 

Amortisation

 

 

 

 

 

At 1 April 2021

163,067

13,345

149,492

-

325,904

Amortisation charge

137,964

5,341

65,873

-

209,178

Amortisation charge through business combinations

-

7,661

-

-

7,661

At 30 September 2021

301,031

26,347

215,365

-

542,743

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 31 March 2021

1,027,488

57,027

320,659

57,807

1,462,981

At 30 September 2021

1,380,581

61,078

1,378,466

1,426,539

4,246,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Development costs

Trademarks

Brands

Goodwill

Total

 

£

£

£

£

£

Cost

 

 

 

 

 

At 1 April 2020

633,374

41,327

459,916

57,807

1,192,424

Additions

251,710

17,127

-

10,235

279,072

At 30 September 2020

885,084

58,454

459,916

68,042

1,471,496

 

 

 

 

 

 

Amortisation

 

 

 

 

 

At 1 April 2020

-

5,568

103,483

-

109,051

Amortisation charge

62,190

3,538

24,769

-

90,497

At 30 September 2020

62,190

9,106

128,252

-

199,548

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 31 March 2020

633,374

35,759

356,433

57,807

1,083,373

At 30 September 2020

822,894

49,348

331,664

68,042

1,271,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Development costs

Trademarks

Brands

Goodwill

Total

 

£

£

£

£

£

Cost

 

 

 

 

 

At 1 April 2020

633,374

41,327

459,916

57,807

1,192,424

Additions

557,181

29,045

-

-

586,226

Additions through business combinations

-

-

10,235

-

10,235

At 31 March 2021

1,190,555

70,372

470,151

57,807

1,788,885

 

 

 

 

 

 

Amortisation

 

 

 

 

 

At 1 April 2020

-

5,568

103,483

-

109,051

Amortisation charge

163,067

7,775

46,011

-

216,853

At 31 March 2021

163,067

13,343

149,494

-

325,904

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 31 March 2020

633,374

35,759

356,433

57,807

1,083,373

At 31 March 2021

1,027,488

57,029

320,657

57,807

1,462,981

 

 

 

 

 

 



 
  1. Inventories

 

 

30 September 2021

 

30 September 2020

 

31 March 2021

 

 

£

 

£

 

£

 

 

 

 

 

 

 

Finished goods

 

3,664,533

 

1,791,617

 

1,908,560

Provision for obsolescence

 

(117,108)

 

(39,378)

 

(51,321)

Total inventories

 

3,547,425

 

1,752,239

 

1,857,239

 

 

 

 

 

 

 

Cost of inventory recognised in profit and loss

 

3,061,619

 

5,757,722

 

8,770,887

 

 

  1. Share capital

 

The following table summarises the share capital of Samarkand Group plc for the periods presented:

 

 

Number of shares

 

Share capital

 

Note

No.

 

£

Issued share capital in Samarkand Holdings Ltd at 31 March 2020

 

 

176,400

 

 

1,767

Exchanged for shares in Samarkand Group plc

(a)

35,340,000

 

353,400

Share issued on incorporation

 

1

 

-

Shares issued on 22 March 2021

 

16,278,965

 

162,790

At 31 March 2021

 

51,618,966

 

516,190

 

 

 

 

 

Shares issued on 4 May 2021

(b)

357,977

 

3,580

Shares issued on 10 May 2021

(c)

2,737,840

 

27,378

At 30 September 2021

 

54,714,783

 

547,148

 

  1. On 16 February 2021, Samarkand Group plc issued 35,340,000 ordinary shares of £0,01 each in exchange for the entire share capital of Samarkand Holdings Limited on the basis of 1 ordinary share in Samarkand Holdings Limited for 200 shares in Samarkand Group plc.
  2. On 4 May 2021, the Group acquired the entire share capital of London based Zita West Products Limited, www.zitawest.com, and 51% of Babawest , www.babawest.co.uk, for a total consideration of £2.4m, partly in cash and partly issued in shares.
  3. On 10 May 2021, the Group issued 2,737,840 new ordinary shares at a price of 115 pence raising £3,148,516 from United Win Asia Limited, a subsidiary of S.F. Holding Co., Ltd., as part of a strategic investment to further develop the Group's international expansion and technology.

Shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at meetings of Samarkand Group plc.

 

  1. Notes to the statements of cash flows

 

Net debt reconciliation:

 

Opening balances

Cash flows

Foreign exchange movements

Closing balances

 

£

£

£

£

Six month period ended 30 September 2021

 

 

 

 

Cash & cash equivalents

14,606,867

(4,229,765)

12,663

10,389,765

Right of use lease liabilities

(972,994)

125,561

-

(847,433)

Borrowings

(2,082,538)

475,498

-

(1,607,040)

Totals

11,551,335

(3,628,706)

12,663

7,935,292

 

 

 

 

 

Six month period ended 30 September 2020

 

 

 

 

Cash & cash equivalents

572,586

913,853

(18,293)

1,468,146

Right of use lease liabilities

(1,216,486)

420,565

-

(795,921)

Borrowings

(4,746,478)

1,219,021

-

(3,527,457)

Directors' loans

(499,511)

(2,052)

-

(501,563)

Totals

(5,889,889)

2,551,387

(18,293)

(3,356,795)

 

 

 

 

 

Year ended 31 March 2021

 

 

 

 

Cash & cash equivalents

572,586

14,052,795

(18,514)

14,606,867

Right of use lease liabilities

(1,216,486)

243,492

-

(972,994)

Borrowings

(4,746,478)

2,663,940

-

(2,082,538)

Directors' loans

(499,511)

499,511

-

-

Totals

(5,889,889)

17,459,738

(18,514)

11,551,335

  

 

 

  1. Business Combination

On 4 May 2021, the Group acquired the entire share capital of London based Zita West Products Limited , www.zitawest.com, and 51% of Babawest , www.babawest.co.uk, for a total consideration of £2.8m.

 

Purchase consideration

£

Cash paid

2,285,189

Fair value of equity shares issued

500,000

Total purchase consideration

2,785,189

 

 

Intangible assets1

1,133,915

Intangible assets from acquisition

1,196

Property, plant and equipment

926

Inventories

221,264

Trade and other receivables

113,140

Cash and cash equivalents

455,196

Other liabilities

(147,905)

Trade and other payables

(135,596)

Deferred tax liability

(215,444)

Net identifiable assets acquired at fair value

1,426,692

Goodwill arising on acquisition

1,358,497

Purchase consideration transferred

2,785,189

 

 

Consideration transferred settled in cash

2,285,189

Cash and cash equivalents acquired

(455,196)

Net cash outflow on acquisition

1,829,993

 

1Intangible assets include brands relating to the Zita West and Babawest brand and reflects their fair value at acquisition date. They are estimated to have a useful life of 10 years.

In accordance with IFRS 3 'Business Combinations', the acquisition accounting will be finalised within 12 months of the acquisition date of 4 May 2021.

 

  1. Material subsequent events

On 2 November 2021, the Group announced that it had acquired Napiers the Herbalists, www.napiers.net, for an initial consideration of £1.7m, deferred consideration of £0.1m and a contingent consideration of up to $0.7m.  The combined assets of Napiers generated £1m of revenue for the year ended 31 March 2021 and an EBITDA of £0.24m on an unaudited basis.

For more information, please contact:

 

Samarkand Group plc

Via Alma PR

David Hampstead, Chief Executive Officer

Eva Hang, Chief Financial Officer

http://samarkand.global/

 

 

VSA Capital - AQSE Corporate Adviser and Broker

+44(0)20 3005 5000

Andrew Raca, James Deathe, Pascal Wiese (Corporate Finance)

Andrew Monk (Corporate Broking)

IPO@vsacapital.com

 

 

Alma PR

+44(0)20 3405 0213

Josh Royston

Joe Pederzolli

samarkand@almapr.co.uk

 

 

Notes to Editors

 

Samarkand is a cross-border eCommerce technology and retail group focusing on connecting Western Brands with China, the world's largest eCommerce market. The Group has developed a proprietary software platform, the Nomad platform, which is integrated across all necessary touch-points required for eCommerce in China including eCommerce platforms, payments, logistics, social media and customs. The Nomad platform is the foundation on which the Group's Nomad technology and service solutions are built. The core products include Nomad Checkout, Nomad Storefront, Nomad Commerce and Nomad Distribution.

 

The Company's current customer base comprises leading European brands such as 111SKIN, Shay & Blue, Omorovicza, ICONIC London, Philip Kingsley and Temple Spa. Samarkand has also successfully grown its own brand, Probio7, acquired in December 2017. Since its IPO in March 2021 Samarkand has acquired Zita West Products, Babawest and Napiers the Herbalists.

 

Founded in 2016, Samarkand is headquartered in London, UK with offices in Shanghai and Tokyo employing over 150 staff.

 

For further information please visit https://www.samarkand.global/

 



ISIN: GB00BLH1QT30
Category Code: IR
TIDM: SMK
Sequence No.: 130497
EQS News ID: 1258484

 
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