Final Results

Quarto Group Inc 13 February 2004 THE QUARTO GROUP, Inc - PRELIMINARY ANNOUNCEMENT Quarto, the London-based and listed international book publisher, announces, for the year ended December 31 2003, a fifth successive year of increase in underlying earnings per share, with underlying pre-tax profit increasing to £5.7m, notwithstanding a very demanding trading environment. • Pre-tax profit rose by 12.2% to £5.7m and EPS by 5.7% to 22.3p, after the increased tax charge, before amortization of goodwill and exceptional item. Sales of £74.6m, which were flat in sterling terms, concealed real volume growth of about 6% on a local currency basis. • Cash generation, i.e. net cash inflow from operations, at 138% of operating profits, continued to be very strong and net debt fell by 12% to £17.4m in spite of abnormal extra capital expenditure of £3m. • In light of the good profit performance, and the sustained strong cash generation, the final dividend per share is increased by 12% to 3.25p, giving a dividend for the full year of 5.75p, up 10%, covered 3.9 x by underlying EPS. • International Co-Edition Book Publishing Division had a very successful year, with, in sterling terms, sales increasing by 9% to £45.4m and operating profit growing by 21% to £5.5m. Particularly successful titles included '1001 Movies You Must See Before You Die', 'Flora'(the most comprehensive illustrated guide to the world's plants and flowers ever published), '500 Low Carb Recipes', and 'Household Management for Men'. • The Publishing Division's sales declined by 11.2% to £29.2m and operating profit was off by 23% at £2.2m, with most of the decline coming from the UK's publishing services business following the loss of its principal customer in July 2002. • Since October 2003, Lazard & Co has been assisting the Board in its assessment of the best options for enhancing shareholder value, and the process has not yet been concluded. Shareholders can be assured that the Board will continue to act in the interests of all shareholders. • Without wishing to give a hostage to fortune, the Board believes that it is entirely possible to at least double Quarto's size within the next few years. In maximizing the value of Quarto for shareholders, size does matter. Laurence F Orbach, Chairman and Chief Executive, commented on performance 'In what was, for most of the year, a fragile and difficult economic environment, we increased our profits and significantly reduced our debt. That was our objective going into 2003, in order to provide a sound basis for resuming growth in 2004 through further investment in new activities, and by making selective and significant acquisitions.' Mr Orbach concluded with regard to prospects, 'It is early in the year. At this point, the future looks a little brighter than it did some 12 months ago. Retail sales figures in the US have exceeded economists' expectation in January and, absent major international and domestic upheavals in our core markets, we can expect steady progress, and a contribution from some of our new initiatives. Pricing elasticity continues to decline, but more books are being sold than ever before, in more outlets, to more people. Books still deliver to the consumer, at generally better value than other media, information, instruction, and entertainment, all in a well-tested format that is easy to use, portable, and enduring.' 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 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: Bankside Consultants Limited Charles Ponsonby 020-7444 4166 Dear Shareholder: I am very pleased to report that your company, in a very demanding trading environment, continued its strong improvement in performance in 2003. Market conditions remained difficult for most of the year. At the beginning of the year the United States, our single largest market, and responsible for 56% of sales, was mired in what appeared to be a mild recession, with war almost visible on the horizon and, although the UK and Australia remained relatively robust, the locomotive economies of the Euro zone appeared to be stuck at the station. Our strong 2003 results are the more impressive when seen against this background. The bulk of our sales is destined for customers all over the world - the UK domestic market accounts for only 20 % of sales - and by far the majority of our sales is billed in US dollars. As shareholders will know, the US dollar declined in value substantially during the course of 2003 (the exchange rate was $1.60= £1.00 at the beginning of the year, and $1.79=£1.00 at the end), and this has masked the growth in the volume of our sales. There has been some slight impact on overall profits, but this has been much more limited than the dollar's decline might suggest, because a substantial proportion of our associated liabilities, i.e. the costs of making our books, and our debt, is also paid, or denominated, in US dollars. Financial Results On flat sales, in sterling, of £74.6 million (2002: £74.7 million), operating profit grew by 5.8% to £6.6 million (2002: £6.2 million), pre-tax profit rose by 12.2% to £5.7 million (2002: £5.1 million), and earnings per share, after the increased tax charge, increased by 6% to 22.3p (2002: 21.1p). These figures are before amortization of goodwill, and exceptional item. Cash generation, i.e. net cash inflow from operations, at 138% of operating profits, continued to be very strong, and net debt fell by 12% to £17.4 million (2002: £19.8 million), in spite of abnormal extra capital expenditure of £3 million for the purchase and re-equipping of a factory for the publishing services business. Underlying earnings per share have now increased for the 5th consecutive year. In light of the good profit performance, and the sustained strong cash generation, your Board is recommending an increase of 12% in the final dividend to 3.25p (2002: 2.9p), giving a dividend for the full year of 5.75p (2002: 5.25p). If approved at the Annual Meeting on May 12th, 2004, the dividend will be paid, on May 19th, 2004 to shareholders on the register on April 23rd, 2004. As shareholders know, the major part of Quarto's business is dollar linked, and the US dollar is our principal operating currency. It may be instructive, therefore, to look at Quarto's recent sales numbers in US dollars, as this highlights the strong growth of the business. Using average rates for the last three years, Quarto's sales were as follows: For 2001, sales of $106.0 million; for 2002, sales of $112.1 million; and for 2003, sales of $121.6 million. Even though the methodology may be a little rough and ready, the point is that, in a rather subdued, and at times very difficult, economic climate since the burst of the bubble in 2000, Quarto has grown significantly. With economic recovery in the air now, it is, perhaps, hard to recall the outlook of 12 months ago. Economic stagnation, and war clouds, offered an uninspiring backdrop. Yet, in what was, for most of the year, a fragile and difficult economic environment, we increased our profits and significantly reduced our debt. This was our objective, going into 2003, in order to provide a sound basis for resuming growth in 2004 through further investment in new activities, and by making selective and significant acquisitions. There was real volume growth of about 6%, i.e. after stripping out the currency translation effect. Our overall operating margin improved, helped by a 5% reduction in overheads. Commentary on 2003 Trading The International Co-edition Book Publishing Division had a very successful year, with sales and profits increasing sharply. In sterling terms, sales increased by 9% to £45.4 million (2002: £41.8 million), and operating profit grew by 21% to £5.5 million (2002: £4.5 million). The major contributors to this outcome were some solid new titles, such as Quintet's 1001 Movies You Must See Before You Die, Global's Flora, very strong sales of backlist titles (500 Low Carb Recipes from Rockport's Fair Winds unit was a particularly notable title), improved management of the sales processes for new and backlist titles, and maiden contributions from two new imprints, Qu:id, and Eye. Qu:id had great success with its first title, Household Management for Men, with sales now running into six figures, and Eye launched its list with The Complete Book of Oscar Fashion. Although it did not contribute profits to 2003's figures, we are very proud to have been able to produce Global's Flora, the most comprehensive illustrated guide to the world's plants and flowers ever published, and to have written off the entire development cost (in accordance with our group accounting policy) in the year. Weighing in at about 6.5kgs, Flora has approximately 1,600 pages, 20,000 plant entries, and 12,000 photographs. It is a monumental achievement for the Sydney-based team that produced it, and will be maintained and updated as a valuable resource for years to come, to form the core of an entire publishing list. Rockport/RotoVision was turned around successfully, and progress was made in stabilizing Q+, our imprint producing enhanced books, which now has a new strategy. The Publishing Division, operating mostly in its domestic markets of the US, the UK, and Australia, was affected by the roller-coaster ride of retail sales in the US, and the continuing impact of the loss of the publishing services businesses' major client in the UK in the middle of 2002 . Almost two-thirds of the division's sales are in the US. The sales decline in the US was only small in local currency terms, and operating profit was up but, in sterling terms, was down by 4%. Sales of the division declined by 11.2% to £29.2 million (2002: £32.9 million), and operating profit was off by 23% at £2.2 million (2002: £2.9 million), with most of the decline coming from the UK's publishing services business. In the UK, we invested in a new factory and new state-of-the-art equipment in 2003. The disruption of moving one unit to a new factory also contributed adversely to the results. Although progress was made in replacing the lost work, and the profit erosion was halted, there remains much to do to restore the publishing services businesses to robust health, as their operating profits were three-quarters down on 2002's. Our art publishing operations improved marginally on their 2002 performance, and Book Sales and Walter Foster both improved in local currency terms. Corporate Events For almost half of 2003 Quarto's management has been dealing with running the business effectively, and with the implications, for all shareholders, of the partial tender offer for Quarto that was launched by J O Hambro Capital Management Ltd (JOHCM) in July. Your board vigorously opposed the JOHCM offer for a number of crucial reasons: It is unfair to shareholders as it is not a full offer and, but for the fact that Quarto, a Delaware corporation, is not governed by the Takeover Code, it would not be permitted; it grossly undervalues Quarto, as Quarto's share price has demonstrated in the meantime; and it implied to shareholders that Quarto's performance was stumbling when, in fact, the reverse is true. Your board does, though, agree with the underlying motivation behind JOHCM's opportunistic offer, namely, that Quarto's value has not been appropriately reflected in its share price. If nothing else, JOHCM's actions have afforded Quarto a much higher profile. The results that we are announcing now amply justify your board's confidence that the interests of all shareholders are best served by ignoring the JOHCM offer. When I wrote to you last year, in response to announcement of the JOHCM tender offer, I indicated that your Board would consider all options for the future of the company. On October 15 we announced that Lazard & Co had been appointed by the Board to assist the company in assessing the various options for optimizing value for all of Quarto's shareholders, including the possibility of a change of control. Against the background of solid trading, the Board was looking actively at a number of acquisition possibilities, and third-party interest had been expressed in the company. Lazard has been assisting in the assessment of the best options for enhancing shareholder value and, as of this writing, the process has not been concluded. Shareholders can be assured that the Board will continue to act in the interests of all shareholders. Whatever the outcome of this exercise, your Board is comfortable that the management of Quarto has the skills and experience to expand the business considerably, both through starting new ventures, and by acquiring publishing businesses in our traditional areas of expertise. In the last year or so, we have started several new ventures but, at Quarto's size, it is clear that it will be some time before they can have any more than marginal impact on the group. Quarto has had generally good results with the publishing businesses it has acquired, and your Board is convinced that a few significant acquisitions in this area will begin the transformation of Quarto into a much larger group. What has become increasingly clear is that, to maximize shareholder value, size does matter. There will always be opportunities to bolt on small publishing businesses, as they become available. Now, we are looking at larger businesses, too, and have identified some opportunities, which we are investigating. With a growing trend to consolidation in the book publishing industry, we expect these opportunities to increase, as the logic of consolidation imposes itself. Strategy Quarto has structured its businesses into two separate divisions, organizing them by several distinctive criteria. For the International Co-Edition Book Publishing Division these are that: (a) each business depends on international sales for its viability and has, therefore, no single domestic focus; (b) books are not put into production until firm sales have been made to publishers or distributors in major markets, and at a level adequate to ensure that the costs of producing the books are completely covered; (c) books are produced in categories of enduring interest, so that successful books can remain in print for many years; and (d) books inform and instruct the reader, so that he or she improves levels of skill and knowledge, and are produced in attractive full color formats that enhance the experience. The Publishing Division, by contrast, contains businesses that operate primarily in a domestic market, hold inventory, and are as much focused on marketing, sales, and distribution as they are on the creative side. Generally, these are special interest publishers, e.g. Walter Foster, which is the leading firm publishing books for practicing artists, and sold mostly through the arts and crafts stores where they buy their supplies. There has been a modest amount of inter-company and inter-divisional trading, but it has not been the group's strategy to attempt to grow the group by vertical integration. Rather, in order to maintain the individual focus of each unit, we have struggled against this temptation. Instead, we have undertaken some rationalization of back office functions, and provide group assistance by way of finance, IT, and general management help to each unit. We are convinced that this is the correct approach for our industry, and pleased to note that some other large publishers are now following this policy, too. In our view, it is the only effective way, in the medium-term, to run a business in a product-rich area. One side effect of this is that, in common with most publishing businesses, we operate under a large number of different names (or imprints). But, it's a necessary skill of the senior management to cope with this slight untidiness, for it is the price of maintaining the creative vitality of the individual imprints. It may help to put our seemingly bewildering variety of imprints in context. According to Standard & Poor's Industry Survey of Publishing, this is commonplace in large book publishing companies. This recent S & P survey notes that, as of July 2003, Bertelsmann (best known for the Random House imprint) published books under 50 imprints, Pearson (Viking Penguin) under 42, and Viacom (Simon & Shuster) under 47, looking at their operations in the United States only. Your board is satisfied that Quarto has demonstrated that it has the skills to manage diversity of imprints, and that its infrastructure is, to that extent, scalable. No doubt, as we grow, our systems will become more sophisticated. But, we must labor hard to resist any attempt to rationalize the front end of the publishing process, namely, book selection and creation, in order to continue providing an environment in which these activities are nurtured and challenged. We have learned this from experience. Organic growth, and starting new imprints is vital but, with very rare exceptions, takes time to have a noticeable impact on the group. (The growth of Fair Winds is a welcome exception, with sales of about £3.6 million after three years of trading.) The optimal size of a unit is, probably, sales of about £7-8 million. This produces the maximum sales, consistent with lean management of the unit, and maintenance of creative vitality. A new imprint can take some years to reach that level of sales. We have recently launched several new imprints - most recently an educational list, QED Publishing, that will publish over 60 new titles for the school and library markets in 2004 - and the impact on the growth of Quarto will be for the next few years. This is largely because the book publishing industry, although large, solid, and with well-established distribution and retail channels, is very mature, and its overall rate of growth in our major markets is also modest even though, as the same S & P report notes, 'Americans continue to spend more on books than on any other medium except cable television'. At the same time, it remains a very fragmented industry. We believe that the only workable strategy for Quarto is to take advantage of the fragmentary nature of the book industry, its established infrastructure, and Quarto's skills and proven experience of taking on new businesses, to grow Quarto swiftly by acquisitions, without changing the risk profile of the business. We anticipate that the trend, in media businesses, to separate content and distribution operationally, will continue, even if both activities are conducted under a joint corporate umbrella. Content and distribution power both have to be first-rate. This development is more advanced in other areas, particularly in the visual media - film, television, and broadcasting - than in book publishing, but it is noticeable elsewhere, too. Looking backwards, publishers were even more vertically integrated than many are now, once routinely printing their own books, and having a bookstore out front! The days of the jack-of-all-trades approach is outdated, because we need effective and professional skills to be competitive, and these require focus. We have regularly looked at acquisition candidates. For the last several years, our low profile, and a low share price, have inhibited us from making anything other than small acquisitions. Thanks to the higher profile of the last year, following on from the publication of our 2002 results, the situation has changed, and our strong performance in 2003 gives the board the confidence to approve a more ambitious approach to acquisitions. In our planning to execute this strategy, we are considering, with our advisers, the broad shape of the appropriate capital structure for the Group. Without wishing to give a hostage to fortune, we believe that it is entirely possible to at least double Quarto's size within the next few years. In maximizing the value of Quarto for shareholders, size does matter. Our guiding principles, in making acquisitions, are that the businesses acquired shall be within our known areas of competence, bring measurable benefits to the group and, in the year after acquisition, shall be earnings enhancing. This does not mean that we shall abandon organic growth. Quite the contrary will happen, as we have demonstrated over the last year or so. Creative ideas are often subversive, and creative people are often mavericks. It's not easy to program their progress. Creativity is, after all, as others have recognized, an essentially destructive purpose, engaged in by those people who simply don't see, or accept, the status quo. We live in a time of rapid change, when it often seems as though all of our assumptions and beliefs are being challenged. This is not the case, but it is a background against which much new and needed thinking can emerge. Prospects It is early in the year. At this point the future looks a little brighter than it did some 12 months ago. Retail sales figures in the US have exceeded economists' expectation in January and, absent major international and domestic upheavals in our core markets, we can expect steady progress, and a contribution from some of our new initiatives. Pricing elasticity continues to decline, but more books are being sold than ever before, in more outlets, to more people. Books still deliver to the consumer, at generally better value than other media, information, instruction, and entertainment, all in a well-tested format that is easy to use, portable, and enduring. Once again, I am pleased to thank my colleagues, who have worked hard to produce these results, and have focused their attentions on commercial rather than corporate issues, and my fellow board directors, who have been so helpful in charting a course for the benefit of all Quarto's shareholders. I want to address a special word of personal thanks to our independent directors, who have been more involved than they expected to be in Quarto's affairs, and to our Chief Financial Officer, Michael Mousley, and his team. They have coped with the extra demands of dealing with corporate issues, due diligence on potential acquisitions, and the preparation of the financial statements. They may come only to regret this extraordinary performance, as it demonstrates that they will rise to any challenge! Sincerely, Laurence F Orbach Chairman and Chief Executive London, February 13th, 2004 SUMMARY FINANCIAL RESULTS for the year ended December 31st, 2003 2003 2002 £000 £000 Turnover 74,623 74,735 -------- -------- Gross Profit 25,383 25,939 Net operating expenses before exceptional items and goodwill amortisation (18,817) (19,733) Amortisation of goodwill (206) (175) Exceptional items* (595) - Operating Profit ----------------------------- ---------- --------- Before exceptional items and goodwill amortisation 6,566 6,206 Amortisation of goodwill (206) (175) Exceptional items (595) - ----------------------------- ---------- --------- 5,765 6,031 Net Interest Payable (892) (1,151) Profit on ordinary activities before taxation ----------------------------- ---------- --------- Before exceptional items and goodwill amortisation 5,674 5,055 Amortisation of goodwill (206) (175) Exceptional items (595) - ----------------------------- ---------- --------- 4,873 4,880 Taxation (750) (497) ------- ------- Profit on ordinary activities after taxation 4,123 4,383 Minority interests - equity (314) (343) ------- ------- Profit for the financial year 3,809 4,040 Dividends (including non-equity) (1,458) (1,379) --------- --------- Retained profit for the financial year 2,351 2,661 ======= ======= Earnings per share 18.9p 20.1p ======= ======= Underlying earnings per share 22.3p 21.1p ------- ------- Diluted earnings per share 18.2p 19.3p ======= ======= Diluted underlying earnings per share 21.2p 20.1p ======= ======= Dividends per ordinary share 5.75p 5.25p ======= ======= === * Exceptional items in 2003 comprise US and UK legal and professional fees associated with the JOHCM Tender Offerand the Group's response. ================================================================================ SUMMARY PROFIT & LOSS ACCOUNT for the year ended December 31st, 2003 2003 2002 £000 £000 Turnover 74,623 74,735 -------- -------- Gross Profit 25,383 25,939 -------- -------- Operating Profit 5,765 6,031 Net Interest Payable (892) (1,151) Profit on ordinary activities before 4,873 4,880 taxation Taxation (750) (497) ------- ------- Profit on ordinary activities after 4,123 4,383 taxation Minority interests - equity (314) (343) ------- ------- Profit for the financial year 3,809 4,040 Dividends (including non-equity) (1,458) (1,379) --------- --------- Retained profit for the financial year 2,351 2,661 ======= ======= Earnings per share 18.9p 20.1p ======= ======= Underlying earnings per share 22.3p 21.1p ------- ------- Diluted earnings per share 18.2p 19.3p ======= ======= Diluted underlying earnings per share 21.2p 20.1p ======= ======= Dividends per ordinary share 5.75p 5.25p ================== ================== CONSOLIDATED BALANCE SHEET as at December 31st, 2003 2003 2002 £000 £000 Fixed assets Goodwill 3,337 3,376 Tangible assets 8,909 5,875 ------- ------- 12,246 9,251 -------- ------- Current assets Stocks and work in progress 17,451 18,675 Debtors 20,667 21,519 Cash and deposits 12,490 11,315 -------- -------- 50,608 51,509 -------- -------- Creditors: Amounts falling due within one year (24,303) (24,576) ---------- ---------- Net current assets 26,305 26,933 -------- -------- Total assets less current liabilities 38,551 36,184 Creditors: Amounts falling due after more than one year (29,588) (29,056) Provision for liabilities and charges Deferred taxation (875) (1,235) ------- --------- Net assets 8,088 5,893 ======= ======= Capital and reserves Called up share capital 1,341 1,341 Treasury stock (802) (698) - Reserves - paid in surplus 23,893 23,891 - revaluation 978 988 - profit and loss (19,758) (22,135) ----- ----- Shareholders' funds 5,652 3,387 ------- ------- Equity 448 (1,817) Non equity 5,204 5,204 ------- ------- 5,652 3,387 Minority interests - equity 2,436 2,506 ------- ------- 8,088 5,893 ======= ======= CONSOLIDATED CASH FLOW STATEMENT for the year ended December 31st, 2003 2003 2002 £000 £000 Net cash inflow from operating activities 7,965 8,396 ------- ------- Net cash outflow from return on investment and servicing of finance (1,422) (2,335) --------- --------- Taxation (371) (504) ------- ------- Capital expenditure (2,502) (599) --------- ------- Acquisitions and disposals (179) (1,767) ------- --------- Equity dividends paid (969) (875) ------- ------- Management of liquid resources (1,593) (1,895) --------- --------- Movement of short term deposits Net cash flow from financing 1,631 (536) ------- ------- Increase/(decrease) in cash 2,560 (115) ------- ------- Reconciliation of net cashflow to movement in net debt Movement in cash 2,560 (115) Movement in debt (1,733) 476 Management of liquid resources 1,593 1,895 ------- ------- 2,420 2,256 New finance leases (1,631) (123) Translation differences 1,607 1,721 ------- ------- Movement in debt for year 2,396 3,854 Net debt at beginning of year (19,783) (23,637) ---------- ---------- Net debt at end of year (17,387) (19,783) ========== ========== NOTES 1. Segmental Analysis Geographical analysis of turnover by destination 2003 2002 £000 £000 United Kingdom 14,983 16,557 United States of America 41,624 41,879 Canada 1,955 1,794 Europe 8,270 7,956 Australasia and the Far East 6,721 5,212 Rest of the World 1,070 1,337 ------- ------- 74,623 74,735 ======== ======== Turnover and operating profit before amortisation of goodwill and exceptional items Operating profit before amortisation of goodwill and exceptional items Turnover 2003 2002 2003 2002 £000 £000 £000 £000 Class of business Co-edition publishing 45,413 41,856 5,482 4,528 Publishing 29,210 32,879 2,218 2,864 -------- -------- ------- ------- 74,623 74,735 7,700 7,392 ======== ======== Group overheads (1,134) (1,186) --------- --------- 6,566 6,206 ======= ======= 2. Exceptional items in 2003 comprise US and UK legal and professional fees associated with the JOHCM Tender Offer and the Group's response. 3. Dividends comprise: 2003 2002 £000 £000 Non equity: Preference: 426 437 Equity: Ordinary: Interim 449 422 Final proposed 583 520 ----- ----- 1,458 1,379 ======= ======= The Board proposes a final dividend of 3.25p net (2002: 2.90p) per share of common stock of par value US$0.10 each ('ordinary share') which is expected to be paid on 19 May 2004 to shareholders on the register on 23 April 2004. 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. Earnings 2003 Per Earnings 2002 Per Share £000 Weighted Share £000 Weighted Amount Pence Average Number of Shares Average Amount Number Pence of Shares Basic earnings 3,383 17,926,756 18.9 3,603 17,925,306 20.1 per share Effect of dilutive options - 66,305 - - 31,423 - Dilutive preference shares 426 2,933,965 14.6 437 2,989,414 14.6 ----- ----------- ------ ----- ----------- ------ Diluted earnings per share 3,809 20,927,026 18.2 4,040 20,946,143 19.3 ------- ------------ ------ ------- ------------ ------ Underlying earnings per share figures Basic earnings 3,383 17,926,756 18.9 3,603 17,925,306 20.1 per share Effect of: Exceptional items 416 17,926,756 2.3 - 17,925,306 - Goodwill amortisation 206 17,926,756 1.1 175 17,925,306 1.0 ----- ------------ ----- ----- ------------ ----- Basic earnings per share before goodwill amortisation and exceptional 4,005 17,926,756 22.3 3,778 17,925,306 21.1 items ------- ------------ ------ ------- ------------ ------ Underlying basic earnings 4,005 17,926,756 22.3 3,778 17,925,306 21.1 per share Effect of: Dilutive options - 66,305 - - 31,423 - Dilutive preference shares 426 2,933,965 14.6 437 2,989,414 14.6 ----- ----------- ------ ----- ----------- ------ Diluted underlying earnings per share before goodwill amortisation 4,431 20,927,026 21.2 4,215 20,946,143 20.1 ------- ------------ ------ ------- ------------ ------ and exceptional items Exceptional items is stated net of a tax credit of £179,000. 5. The financial information contained in the preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 December 2003 or 2002 but is derived from those accounts. Statutory accounts for 2002 have been delivered to the Registrar of Companies; those for 2003 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 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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