Final Results

Quarto Group Inc 14 February 2003 THE QUARTO GROUP, Inc - PRELIMINARY RESULTS • Quarto, the London-based and listed book publisher, announces 'a year of substantial achievement', despite a much less benign business environment than expected. • Pre-tax profit, before amortization of goodwill, increased by 55% to £5.1 m from £3.3 m in 2001. Basic EPS increased by 72% to 20.1p from 11.7p. Excluding 2001's exceptional charge of £1.2 m, pre-tax profit increased by 13%. • The final dividend is to be increased by 15% to 2.9p, making a total dividend for the year of 5.25p which is covered 4 x by underlying EPS. • Operating cash flow increased significantly to £8.4 m (2001: £5.7 m). Underlying cash generation significantly increased to approximately £7 m, reducing net debt by £3.9 m to £19.8 m. • The International Co-Edition Publishing Division made an operating profit of £4.5 m (2001: £5.0 m) on a turnover of £41.9 m (2001: £41.6 m), with the Quarto, Quintet, and Quantum units performing exceptionally well, and Marshall Editions (acquired in February 2002) fully meeting expectations. • The Publishing Division increased operating profit to £2.9 m (2001: £2.3 m) on a turnover of £32.9 m (2001: £32.0 m) with the art publishing business eliminating operating losses and generating cash. • Laurence F Orbach, Chairman & Chief Executive, stated 'We are quietly confident that, barring catastrophic events, we shall be able to navigate our way through the choppy waters ahead induced by a background of international tension and economic stagnation, although organic growth may be less robust than we expected some months ago.' • Mr Orbach concluded 'We are keen to explore acquisition opportunities that fall within our areas of core competence, and it is the Board's intention to grow the business substantially over the next several years.' Notes for Editors: Quarto's International Co-edition Book Publishing Division creates books which are licensed to other publishers for publication internationally. It also includes Regent and ProVision, which are Far East-based print broking and production services businesses, serving both third parties and the Group. Quarto's Publishing Division primarily publishes books, under imprints owned by the Group, and art prints, mainly for their domestic markets in the US and Australia. In addition, it includes two UK-based screen printers primarily serving the point of sale display market, Western and AP Screen. Although a Delaware registered corporation, Quarto's Head Office is situated in Islington, London N7 and its shares are fully listed on the London Stock Exchange. Enquiries: The Quarto Group, Inc. Laurence F Orbach (Chairman & CEO) 020-7700 9001 Mick Mousley (Finance Director) 020-7700 9005 Bankside Consultants Limited Charles Ponsonby 020-7444 4166 CHAIRMAN'S LETTER Dear Shareholder: I am pleased to report on a year of substantial achievement for your company. First, it was a year of substantially improved profits. Second, we significantly increased our underlying cash generation, to about £7 million, reducing our net debt by £3.9 million. Third, we achieved underlying volume growth, disguised by the decline in the value of the dollar, our principal operating currency, in what turned out to be a much less benign business environment than we expected. Fourth, we eliminated the operating losses at our art publishing business, which generated cash during the period. Fifth, we have undertaken some organic initiatives that, together with the acquisition of Marshall Editions, are laying the groundwork for further growth in the years ahead. Sixth, we renewed our committed lending facilities for a further five years, grounding our ambitions in a firm financial foundation. Financial Results For the year ended December 31, 2002, our pretax profit, before amortization of goodwill, increased by 55% to £5.1 million (2001: £3.3 million, after exceptional item, and by 13% before exceptional item), and headline earnings per share increased by 72% to 20.1p (2001: 11.7p). Underlying earnings per share, before goodwill amortization and 2001's exceptional item increased by 12% to 21.1p (2001: 18.8p). Sales increased to £74.7 million (2001: £73.6 million). The decline in the value of the dollar, which accelerated during 2002, has had an adverse impact on the overall sales and profit figures, as the US dollar is our principal trading currency . Our tax charge remains very favourable, but it will rise gradually over the next few years. Our net debt at December 31, 2002 was £19.8 million (2001: £23.6 million), a really strong showing especially since we paid approximately £1.8 million to acquire Marshall in February 2002 and settle some of its liabilities; bought a further five per cent of Book Sales, and paid a special dividend to the minority shareholder of Regent Publishing, together totalling £1.2 million; and returned to shareholders, through the purchase of convertible preference shares, and increased dividend payments on ordinary shares, a further £0.1 million. Altogether, £1.4 million was returned in cash to shareholders in 2002. Operating cash flow in 2002 was £8.4 million (2001: £5.7 million). The unbudgeted acquisitions and other costs, together with the improvement in Quarto's cash position, represent an underlying swing of about £7 million. This demonstrates that we have managed our cash resources effectively, and have allocated capital appropriately. As this was a major focus of the company for the year, I am very pleased that we have exceeded our most optimistic expectations. Interest charges of £1.2 million (2001: £1.7 million) were covered 5.4 times (2001: 3.6 times) by operating profit, before goodwill amortization and exceptional items. In the light of these very positive results, the Board is recommending an increase of 15% in the final dividend to 2.9p (2001: 2.53p), giving an increase for the full year of 11%. If approved at the Annual Meeting on May 15, 2003, the dividend will be paid , on May 22, 2003, to shareholders, on the record on April 25, 2003. Commentary on 2002 Trading Behind the figures there lie a number of significant improvements, and, inevitably, one or two disappointments. In the International Co-edition Book Publishing Division, Quarto, Quintet, and Quantum performed exceptionally well. Marshall fully met our expectations. It proved much more difficult than we anticipated to recruit a dynamic publisher for this new acquisition, taking until November to fill the position. It was important, of course, to find the right person for this important job. Rockport/RotoVision did not do well, and our books plus imprints, trading now as Q+, turned in a very disappointing performance. The managing director has been replaced. In the Publishing Division, there were notable achievements. Our objective in art publishing was to eliminate operating losses. Management changes made in the second half of 2001 delivered the desired result. On the book side, Apple Press and Walter Foster delivered sharply improved results. Despite the tightness of the market for advertising, our Artist's and Illustrator's Magazine was also well ahead in sales and profits. The division's publishing services silkscreen printing units, providing point of sale support services, edged ahead of the prior year's good result. We lost an important customer during the second half of the year largely because we only provided a limited range of services. We have decided to invest in the business, so that we can provide a broader range of solutions for our clients. A recent independent survey of the silkscreen printing industry has identified our businesses as among the most profitable and successful in the UK. Strategy and Developments During the course of the year, I reported that the book business, worldwide, had recovered from anxieties induced during the 'tech' boom, and was very confident about the future of the book. Disappointing bookstore sales in the US at Christmas aside, this confidence is growing, and we have taken some new initiatives to expand our offerings. We launched two new co-edition imprints (Qu:id and Eye) at the very end of the year. We expect to see the first books from them, and from a further new imprint (Iqon Editions) launched this week, during the course of 2004. These organic developments are taking us into new content areas. We are also almost finished with the initial development and implementation of our proprietary database software, a project that will have taken almost three years from inception. Designed to give our co-edition businesses full information about their current and backlist books, it has been in use, in abbreviated form, for over a year, and has been found to be very useful. As with so many software projects, there have been plenty of hiccups but, now, we are close to having the program operate as originally conceived. We expect to be able to adapt and implement the software for all our co-edition units during the course of the next 18 months. The strategy of our core co-edition book publishing business is to focus on the higher- value-added areas of publishing, particularly the conception, creation, development, and ownership of the content of our books, outsourcing the capital-intensive, less flexible, and frequently low-value-added functions of printing, warehousing, and distribution. In the publishing division, our strategy has been to focus on publishing books targeted at specific niche markets, generally modest in size, where we can achieve our sales and profit objectives without costly marketing campaigns. In common with other, and larger, publishing and media companies, our business is an amalgam, or portfolio, of imprints. Each has a different identity, targeting a specific sector of the market, and creating its books to satisfy that market's interests. The bewildering variety of imprints and names that are part and parcel of the assets of larger media companies often mean little to outsiders. But, the financial world has a singular parallel, i.e. the mutual fund sector. In the mutual fund world, most of the large players are similarly amalgams of discrete funds, managed by separate individuals, each with its own objectives for its investors. The similar characteristic, of course, is that both publishing companies and mutual funds are working in product-rich environments. Last year, in the UK, in excess of 110,000 new book titles (or about 400 every working day) were published. This profusion of new products (far vaster than the new product output of any other industry), is in addition to the hundreds and hundreds of thousands of titles that have stood the test of time, and occupy the shelves of bookstores. The core marketplace, the bookstore, may have undergone significant modernization in the last couple of decades, but it is one of the oldest of niche retailers and, except in scale, is probably less unchanged in the last one hundred years than most other niche retailing concepts. Book buyers, although growing in number, remain a minority and, at Quarto, we never forget that the bookstore is their core retail outlet. Despite the enormous expansion in the number and type of outlets that sell books, it remains the only substantial outlet for the huge variety of books in print. Our individual publishing units are organized so as to keep their primary focus where it belongs: on their products and their target audiences. Of necessity, this means that there is a finite limit to the number of new titles that each can produce in a year. This constraint they share with fund managers, who can only realistically follow a finite number of investments. We are able to achieve some economies of scale, but not on the product creation side. We can gain benefits from common procurement of printing. We can use our financial strength to fund our units more advantageously than they could do themselves. We can, generally, provide accounting, finance, and some IT services centrally. We can share some sales functions. But, that is about as far as it goes. Fundamentally, there are few further operating synergies on the creative side but, as our offerings grow wider, through the launch, or acquisition, of new imprints, we become a more important supplier to our co-publishers and distributors around the world. This background information is necessary, if shareholders are to recognize that, in addition to the books and prints we publish, Quarto's strengths also lie in its management skills and disciplines. We have a very stable management team that has been managing a portfolio of individual businesses for years, through good economies and bad. As growth will involve adding more operating units, we have the infrastructure to handle it: senior management, scalable proprietary software, financial strength, procurement expertise, and very substantial accumulated market savvy. We have spent the last couple of years very focused on housekeeping. This has now created a firm foundation upon which to grow the business. The acquisition of Marshall was important in its own right. Marshall was a respected imprint, producing books in a different area, but it was also important because it fell in with our strategy of making judicious acquisitions as well as growing through launching new imprints. We have invested in an infrastructure that allows us to grow. This year we shall be going further by recruiting several senior people who can bring a more detached focus to our strategic and operational planning needs. We hope to have them in place during the second quarter of the year. We view this as a very opportune moment. Much of the heat and attention has gone out of the media sector, and sanity is returning. This allows us to take stock and to determine our own future course. Prospects International tension and economic stagnation are not an encouraging background against which to write to you. For business in general, and for international businesses in particular, these are trying times. Yet, we are quietly confident that we shall be able to navigate our way through the choppy waters ahead, barring catastrophic events. The profile of our sales mix does not alter markedly from year to year. We still produce books and products that have long lives. The revenues of our co-edition division still derive mostly from reprints of books produced in previous years. We have a backlist of over 5,000 titles. The value of these is not reflected on the balance sheet, as we write off development costs against our first printing. We recognize that this is a bit of a nonsense, as the backlist is, clearly, of great value, but it is a very prudent approach. As a guide, I make two related points: (1) the assets we acquired with Marshall principally comprised some 300 titles published in prior years, to which we ascribed a value of about £5,000 per title; and (2) we invested in excess of £5 million in 2002 in new co-edition titles, which we wrote off in the year. About two-thirds of our co-edition sales, and gross profit, is derived from sales of backlist titles. The gross profit derived from co-edition reprints in 2002 was in excess of £7.5 million, coming from our huge backlist that has no value ascribed to it on the balance sheet. The interest in the subjects we cover does not wax and wane with fashion trends and, given that we do not have a costly and inflexible infrastructure dependent on mainstream publishing, we expect to be able to move ahead relatively unscathed. I am confident that we are able to respond to market opportunities. But, of course, it would be imprudent not to recognize that 2003 will be a challenging year, both economically and politically, and organic growth may be less robust than we expected some months ago. We are keen to explore acquisition opportunities that fall within our areas of core competence. We shall not overpay but, with the merger and acquisition fever now somewhat lessened, we hope that circumstances will allow us to identify appropriate candidates. We have a good record with acquisitions, notably with Walter Foster, Book Sales, and our screen-printing business. All we need are the opportunities. We have adequate headroom within our borrowing facilities to fund a serious acquisition. We have demonstrated that we are very capable of handling debt responsibly, and the renewal of our unsecured revolving credit syndicated facility for a further five years gives us a strong base from which to expand. It is your board's intention to grow the business substantially over the next several years. I believe that we have people and systems in place, and access to funding, to achieve our ambitions. Our business depends a great deal on some exceptional people. They continue to exceed expectations, and I am very grateful to them. Quarto is a demanding employer, and I'm delighted that we have more than our fair share of extremely talented and capable publishing people. I'd also like to take this opportunity to express my thanks, and those of my executive colleagues, to our non-executive directors, for their input and encouragement during 2002. Sincerely, Laurence F Orbach Chairman and Chief Executive London, February 14, 2003 PROFIT & LOSS ACCOUNT for the year ended December 31st, 2002 2002 2001 £000 £000 Turnover: Continuing operations 72,552 73,620 Acquisitions 2,183 - ______ ______ 74,735 73,620 ______ ______ Gross Profit 25,939 25,996 Net operating expenses (19,733) (19,799) Amortisation of goodwill (175) (74) Exceptional items - (1,200) Operating Profit Before exceptional items and goodwill amortisation 6,206 6,197 Amortisation of goodwill (175) (74) Exceptional items - (1,200) 6,031 4,923 Net Interest Payable (1,151) (1,733) Profit on ordinary activities before taxation Before exceptional items and goodwill amortisation 5,055 4,464 Amortisation of goodwill (175) (74) Exceptional items - (1,200) 4,880 3,190 Taxation (497) (300) Profit on ordinary activities after taxation 4,383 2,890 Minority interests - equity (343) (352) Profit for the financial year 4,040 2,538 Dividends (including non-equity) (1,379) (1,295) Retained profit for the financial year 2,661 1,243 Earnings per share 20.1p 11.7p Underlying earnings per share 21.1p 18.8p Diluted earnings per share 19.3p 11.7p Diluted underlying earnings per share 20.1p 18.1p Dividends per ordinary share 5.25p 4.73p CONSOLIDATED BALANCE SHEET for the year ended December 31st, 2002 2002 2001 £000 £000 Fixed assets Goodwill 3,376 1,395 Tangible assets 5,875 6,267 ______ ______ 9,251 7,662 ______ ______ Current assets Stocks and work in progress 18,675 20,118 Debtors 21,519 23,509 Cash and deposits 11,315 8,679 ______ ______ 51,509 52,306 ______ ______ Creditors: Amounts falling due within one year (24,576) (54,225) Net current assets (liabilities) 26,933 (1,919) Total assets less current liabilities 36,184 5,743 Creditors: Amounts falling due after more than one year (29,056) (517) Provision for liabilities and charges Deferred taxation (1,235) (1,175) Net assets 5,893 4,051 Capital and reserves Called up share capital 1,341 1,341 Reserves - paid in surplus 23,891 23,891 - revaluation 988 998 - profit and loss (22,135) (25,090) Treasury stock (698) (638) Shareholders' funds 3,387 502 Equity (1,817) (4,702) Non equity 5,204 5,204 3,387 502 Minority interests - equity 2,506 3,549 5,893 4,051 CONSOLIDATED CASH FLOW STATEMENT for the year ended December 31st, 2002 2002 2001 £000 £000 Net cash inflow from operating activities 8,396 5,746 Net cash outflow from return on investment and servicing of finance (2,335) (2,786) Taxation (504) (348) Capital expenditure (599) (648) Acquisitions and disposals (1,767) (544) Equity dividends paid (875) (807) Management of liquid resources Movement of short term deposits (1,895) 477 Net cash flow from financing (536) (983) (Decrease)/increase in cash (115) 107 Reconciliation of net cashflow to movement in net debt Movement in cash (115) 107 Movement in debt 476 806 Management of liquid resources 1,895 (477) 2,256 436 New finance leases (123) (552) Translation differences 1,721 (523) Movement in debt for year 3,854 (639) Net debt at beginning of year (23,637) (22,998) Net debt at end of year (19,783) (23,637) NOTES 1. Segmental Analysis Geographical analysis of turnover by destination 2002 2001 £000 £000 United Kingdom 16,557 14,024 United States of America 41,879 41,927 Canada 1,794 1,683 Europe 7,956 8,536 Australasia and the Far East 5,212 5,793 Rest of the World 1,337 1,657 ______ ______ 74,735 73,620 ______ ______ Turnover and operating profit before amortisation of goodwill and exceptional items Operating profit before amortisation of goodwill and exceptional items Turnover 2002 2001 2002 2001 £000 £000 £000 £000 Class of business Co-edition publishing 41,856 41,570 4,528 5,044 Publishing 32,879 32,050 2,864 2,295 74,735 73,620 7,392 7,339 Group overheads (1,186) (1,142) 6,206 6,197 2. Exceptional items in 2001 comprise a bad debt write-off. 3. Dividends comprise: 2002 2001 £000 £000 Non equity: Preference: 437 447 Equity: Ordinary: Interim 422 395 Final proposed 520 453 1,379 1,295 The Board proposes a final dividend of 2.90p net (2001: 2.53p) per share of common stock of par value US$0.10 each ('ordinary share') which is expected to be paid on 22 May 2003 to shareholders on the register on 25 April 2003. 4. Earnings per share Basic earnings per share is calculated by dividing the earnings attributable to common stock holders by the weighted average number of shares in issue during the period, excluding those held as treasury stock. For diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential shares of common stock. These represent share options granted to employees where the exercise price is less than then weighted average market price of the Company's shares during the period and preference shares which are convertible into shares of common stock. Underlying earnings per share figures are presented. These exclude the effects of exceptional items and goodwill amortisation. 2002 2001 Weighted Per Share Weighted Per Share Average Amount Average Amount Earnings Number of Pence Earnings Number of Pence £000 Shares £000 Shares Basic earnings per share 3,603 17,925,306 20.1 2,091 17,925,306 11.7 Effect of dilutive options - 31,423 - - 4,138 - Dilutive preference shares 437 2,989,414 14.6 - - - Diluted earnings per share 4,040 20,946,143 19.3 2,091 17,929,444 11.7 Underlying earnings per share figures Basic earnings per share 3,603 17,925,306 20.1 2,091 17,925,306 11.7 Effect of: Exceptional items - 17,925,306 - 1,200 17,925,306 6.7 Goodwill amortisation 175 17,925,306 1.0 74 17,925,306 0.4 Basic earnings per share before goodwill amortisation and exceptional items 3,778 17,925,306 21.1 3,365 17,925,306 18.8 Underlying basic earnings per share 3,778 17,925,306 21.1 3,365 17,925,306 18.8 Effect of: Dilutive options - 31,423 - - 4,138 - Dilutive preference shares 437 2,989,414 14.6 447 3,086,414 14.5 Diluted underlying earnings per share before goodwill amortisation and exceptional items 4,215 20,946,143 20.1 3,812 21,015,858 18.1 5. The financial information contained in the preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 December 2002 or 2001 but is derived from those accounts. Statutory accounts for 2001 have been delivered to the Registrar of Companies; those for 2002 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts, their reports were unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. 6. The Annual Report will be sent out to shareholders in early March. Additional copies can be obtained from the Finance Director, The Quarto Group, Inc., the Old Brewery, 6 Blundell Street, London, N7 9BH. Tel: 020 7700 9000 (email: mickm@quarto.com). This information is provided by RNS The company news service from the London Stock Exchange
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