Interim Results

Quarto Group Inc 12 August 2003 THE QUARTO GROUP, Inc RESPONSE TO TENDER OFFER AND INTERIM ANNOUNCEMENT Quarto, the London based and listed international book publisher, today issues its Board's considered response to J O Hambro Capital Management Ltd's ('JOHCM') Tender Offer, dated 31 July 2003, and announces the Group's results for the six months ended 30 June 2003: TENDER OFFER • Quarto's Board recommends holders of shares of common stock to take no action in relation to the Tender Offer, which is not an offer to acquire all the outstanding shares in Quarto. • The Board considers that the Tender Offer is opportunistic, undervalues Quarto (which the Board believes is a high quality, small cap stock) and, most important of all, violates fundamental principles of the Take-over Code (which does not apply to Quarto as a Delaware corporation) by failing to treat all shareholders equally and by enabling JOHCM to gain control without making a general offer. • The Tender Offer is extraordinarily one-sided in favour of JOHCM as against the generality of shareholders of Quarto, its terms amounting to giving JOHCM a one-way option. • The effective Tender Offer price of 130p (as JOHCM will retain the 2.5p interim dividend) compares with a mid-market price at close of business yesterday of 134.5p. • Acceptances of the Tender Offer are irrevocable: shareholders will be unable to accept any higher offer made during the exceptionally long offer period. • The Board continues to examine strategic opportunities to enhance shareholder value, is happy to listen to JOHCM's ideas for enhancing value for all shareholders and will report back to shareholders with any developments. INTERIM ANNOUNCEMENT • The 2003 Interim Results are right on budget and Quarto continues on plan to meet market expectations for 2003 as a whole. • In the light of Quarto's performance and of its positive prospects, an interim dividend per share of 2.50p (2001: 2.35p), up 6.4%, is declared. • The International Co-edition Book Publishing Division increased its operating profit to £1.62m (2002: £1.25m) on a turnover up 9.3% at £16.4m (2002: £15.0m), following recovery from 9/11 induced uncertainties. • The Publishing Division generated a reduced operating profit of £0.84m (2002: £1.60m) on a turnover down 20.8% at £13.3m (2002: £16.8m), reflecting mainly the previously disclosed loss in July 2002 of the UK publishing services business' largest customer but also the impact of the Iraqi war on retail activity in the US in the second quarter, especially in comparison with the unexpectedly benign retail environment of the first half of 2002. • Pre-tax profit fell by 10.2% to £1.37 m and EPS by 13.2% to 4.6p. • On a trailing 12 months basis, pre-tax profit was £4.9m (2002: £5.0m) and EPS were 20.4p (2002: 21.6p). • New ventures made good starts, and £2 million was invested in the publishing services unit, to allow it to recover from the loss of its largest client. • Laurence F Orbach, Chairman and Chief Executive, stated 'In the first half of 2003, our International Co-edition Book Publishing Division performed more strongly than last year, and, despite adverse currency movements, our profits came in right on budget, and our new ventures performed well' With regard to prospects, Mr Orbach added 'After four years of growing profits and increased underlying earnings per share, prospects for Quarto remain positive. July trading across the Group was in line with expectations. Prospects for the International Co-edition Book Publishing Division remain good. Prospects for the Publishing Division are improving, as sales in the United States are rebounding somewhat and, by comparison with 2002, the second half will not suffer on account of the loss of the large publishing services customer in the UK. The Board remains confident that, overall, 2003 will be another year of progress.' 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 9003 Mick Mousley (Finance Director) 020-7700 9005 Bankside Consultants Limited Charles Ponsonby 020-7444 4166 RESPONSE TO TENDER OFFER 12 August 2003 To the holders of shares of common stock and, for information only, to the holders of shares of preferred stock Dear shareholder: THE TENDER OFFER FOR SHARES FROM J O HAMBRO CAPITAL MANAGEMENT LIMITED('JOHCM') Your Board has now met, and I am writing to advise you that Quarto's Board recommends that you take no action in relation to the Tender Offer. JOHCM's Tender Offer is not an offer to acquire all the outstanding shares in Quarto. The Tender Offer document is a most unusual one, in part reflecting the fact that the shareholder protection afforded by the City Code on Takeovers and Mergers does not apply to Quarto, as it is a Delaware corporation, even though its shares are solely listed on London's main market. Your Board considers that the Tender Offer is opportunistic, undervalues the Company and, most important of all, violates fundamental principles of the Takeover Code by failing to treat all shareholders equally, and by enabling JOHCM to gain control without making a general offer. The Board has no intention of frustrating any offer that reflects your Company's value, provided that it treats all shareholders equally, and is a general offer to shareholders. By now, you should have received, from Strand Partners Limited, its Tender Offer, dated 31 July 2003, on behalf of JOHCM, acting on behalf of certain investment management clients, to purchase up to 4,606,022 shares of common stock of US$0.10 each in Quarto ('Quarto Shares'), representing 24.7% of the Quarto Shares in issue, at 132.5p per Quarto Share. If the Tender Offer were to be successful, JOHCM would have control of your Company, with 51% of the Company's shares, without: (i) indicating how it intends to enhance shareholder value for the minority shareholders; (ii) spelling out how the Company will be managed for the benefit of all shareholders; (iii) explaining whether it has the ability to replace the Company's credit lines, which would be in default upon a change of control; and (iv) paying a substantial premium for obtaining control, as is normal, while leaving 49% of the shares in minority hands. Why should Quarto be singled out for the Tender Offer treatment? • Quarto Shares have generated an outstanding total return (in terms of share price appreciation plus dividends) over five years, three years and one year of 110%, 74% and 33%, respectively, at the closing middle market price of Quarto Shares of 127.5p on 30 July 2003 (the day preceding the announcement of the Tender Offer). Relative to the 123.5p price for 8 July 2003 (the day preceding the announcement that Quarto had received an approach which, subject to certain significant preconditions, might lead to an offer), the total return is strong at 72%, 13% and 24%, respectively. • Over the last five, three and one year periods, Quarto Shares have significantly outperformed the FTSE 100, the FTSE small cap index and the media sector. • Three years ago, Quarto's Board conducted an extensive strategic review, and evolved a plan, which was explained to shareholders. Quarto has been delivering on this plan. Quarto has increased underlying profits and earnings per share (EPS) since then, is on budget for the current year, expects further progress in the current year (as is stated in the interim announcement for the six months ended 30 June 2003 set out below), and has been increasing the size of its dividends, which in 2002 totalled 5.25p per share. As explained earlier this year, Quarto is seeking acquisitions whose scale could have a significant impact on the Company's growth. • Quarto continues to generate substantial amounts of cash. In addition to paying down bank debt, and making substantial capital investments in the business, Quarto has used the cash it generates to return money to shareholders by way of purchasing Quarto Shares. These have been good investments, and allow the Company, at an appropriate time, to resell the shares without incurring substantial costs, or to provide a pool of shares available to satisfy share option needs on an advantageous basis. The Board is already comfortable with the level of Quarto's net debt which, again, decreased in the first half of 2003 over the same period in 2002. • The Tender Offer price of 132.5p represents a modest 6.3 times 2002 underlying EPS of 21.1p. However, please note that the Tender Offer price includes the interim dividend (now raised by 6.4% to 2.5p per share), giving an effective price of 130p for each Quarto Share tendered. At 130p, the multiple is 6.2 times. • As of 11 August 2003, the last trading day before the date of this letter, the Tender Offer is below the mid-market price at which the Company's shares are trading. • The effective Tender Offer price of 130.0p capitalises the Quarto Shares at £24.3 million, which is less than one-third of 2002 turnover of £74.7 million. • At 130p, the premia over the 127.5p and 123.5p prices for a Quarto Share are derisory at 2% and 5.3%, respectively, and do not provide the substantial premium normally paid in order to gain majority control of a business, without having to buy out the minority holdings. • Quarto's co-edition book publishing backlists of over 5,000 titles generate approximately two-thirds of the annual co-edition book publishing turnover. These titles are not capitalized in Quarto's balance sheet, but have very substantial value. • The business model of Quarto's principal activity, co-edition book publishing, is low-risk and proven. • JOHCM has not indicated whether it has any plans with respect to the holders of Quarto's preferred stock. Some shareholders of common stock also own Quarto's preferred stock and should be aware that, if the Tender Offer were successful, the effective value of their preferred stock might be impacted adversely. The Tender Offer is extraordinarily one-sided in favour of JOHCM, as against the generality of shareholders of Quarto. Excluding the Quarto Shares controlled by your Board, JOHCM's combined holdings give it the largest stake in Quarto. The terms of the Tender Offer amount to giving JOHCM a one-way option. They allow for it to be voided if not fully subscribed, scaled back, shortened from its exceptionally long 14 week period, or lapsed, all at the discretion of JOHCM; additionally, JOHCM is free to make market purchases of Quarto Shares above the Tender Offer price, without being required to raise the Tender Offer price, and can acquire any shares tendered; by contrast, tenders are irrevocable for the whole of the 14-week Tender Offer period. It is important for shareholders to understand that, if they tender their Quarto Shares to JOHCM, and a higher offer should emerge during the Tender Offer period, the benefit of the higher offer will accrue not to them, but to JOHCM. As the Tender Offer period is so exceptionally long, there is no reason for shareholders to react to the Tender Offer at this time, even if they decline to follow your Board's recommendation to take no action. Your Board recognizes that JOHCM echoes some of the Board's frustrations at not being able to make use of the capital markets, in the way that was anticipated when the Company went public. To that extent, it welcomes JOHCM's reminder that your Board should increase its focus on exploring the Company's strategic options, and is happy to listen to JOHCM's ideas for enhancing value for all shareholders. The Board considers that Quarto is a high quality, small cap stock with a great deal of potential. In the light of the Tender Offer, the Board, which has always been committed to high standards of corporate governance, will explore further all the options available to the Company, and will report back to shareholders with any developments. In the meantime, especially as tenders are irrevocable in the event of a higher offer, the Board continues to recommend holders of Quarto Shares to take no action and to ignore the Tender Offer. Sincerely, Laurence F Orbach Chairman and Chief Executive INTERIM ANNOUNCEMENT - HALF YEAR ENDED 30 JUNE 2003 CHAIRMAN'S STATEMENT After four years of growing profits and increased underlying earnings per share, prospects for Quarto remain positive. In the first half of 2003, our International Co-Edition Book Publishing Division performed more strongly than last year, and, despite adverse currency movements, our profits came in right on budget, and our new ventures performed well. The result is on plan, meeting the expectations that came out of our strategic review. Four new businesses were launched in the first half of 2003. I am pleased to report that three have already made good starts: the first annual GraficEurope design conference was held in Barcelona, and was enthusiastically endorsed by participants; Eye Quarto, a new co-edition book list, concluded its first deal, a major sale of a new title, 'The Book of Oscar Fashion: Variety's 75 years of Glamour on the Red Carpet', to be released in October; and Qu:id Publishing, also a new co-edition book imprint, sold its first title, 'Household Management for Men', in a major sale to a British publisher, for publication in September. Fair Winds, a unit of RockportRotoVision, which produced its first full list last year, had great success with '500 Low-Carb Recipes', which featured on several best seller lists in the United States, and was consistently one of the bestselling titles at Amazon.com. On a year-on-year basis, we continued to drive down debt, even after investment in a new building and equipment, purchased for our publishing services business in the UK. This business lost its major customer last year (as explained to shareholders previously), as it was not able to offer a full range of services. The new investment will help considerably, and will allow us to build up and replace the large drop in turnover and profits from UK publishing services. FINANCIAL REVIEW The first half year is traditionally the weaker of the two. In 2002, it accounted for less than 43% of annual turnover, reflecting the importance of the Christmas trade for publishing, in particular for the co-edition business. This half year, both turnover and costs were adversely affected by the 11% depreciation against sterling of the US dollar (from averages of $1.45 to $1.61), in which approximately 70% of Quarto's business is transacted. In the first half of 2003, turnover decreased by 6.6% to £29.7 million (2002: £31.8 million); in constant currency terms, turnover was flat. Adjusting for the absence of the £1.9 million turnover in 2002 from Quarto's largest single publishing services customer, which was lost in July 2002, and the currency effect, the sales increase was approximately 6%. In budgeting for our first half results, we were not expecting to recover these publishing services sales without the necessary capital investment, and were happy that sales started to grow again towards the end of the second quarter. UK publishing services contributed pre-tax profits of £0.68 million in 2002's first half, and these fell, in line with our expectations, to £0.19 million in the first half of 2003. For the six months ended 30 June 2003, on sales of £29.7 million (2002: £31.8 million) pre-tax profits declined by 10.2% to £1.37 million (2002: £1.52 million), before amortization of goodwill, and underlying earnings per share by 13.2% to 4.6p (2002: 5.3p). Quarto also tracks its performance on a trailing 12 months' basis. For the 12 months ended 30 June 2003, turnover was £72.6 million (2002: £75.3 million), and pre-tax profit was £4.9 million(2002: £5.0 million), on the same basis as above. Underlying earnings per share for the 12 months were 20.4p (2002: 21.6p). Net interest payable was covered a comfortable 4.0x (2002: 3.6 x) by operating profit, before amortisation of goodwill. Net debt, which at 30 June is at or near a seasonal peak, fell by £3.0m, to £24.9m from £27.9m; this was after investing £2m in the building and equipping of the new publishing services facility in Chippenham. Our continued focus on the collection of receivables again drove down days outstanding from 84 in 2002 to 79 this year. DIVIDEND In the light of Quarto's performance, and of its positive prospects, the Board has declared an increased interim dividend per share of 2.50p (2002: 2.35p), up 6.4%, payable on 23 October 2003 to shareholders on the register on 26 September 2003, with an ex-dividend date of 24 September 2003. TRADING REVIEW International Co-edition Book Publishing Division The International Co-edition Book Publishing Division lifted sales 9.3% to £16.4 million from £15.0 million, helped by strong improvement in the sales of RockportRotoVision. Divisional operating profits increased by 29%, from £1.25 million to £1.61 million. Sales in the first half come, typically, substantially from existing titles, rather than from new books. During the period, we saw overall volume growth, particularly in adult books, despite the Division's heavy exposure to the US market, and the adverse impact, on both sales and profits, of the declining US dollar. Quarto's co-edition book publishing business operates worldwide. It has a long forward order book as, typically, it takes at least one year, from the time when the concept is first sold to publishing customers, to create a new title. Most new titles are published in the second half of the year, for the Christmas holiday selling season, and first half sales are rarely a reliable indicator of sales for the year as a whole. This year's strong result contrasts with the first half of 2002, when sales for the division were adversely affected by the uncertainties following 9/11, with purchasing decisions by publishers (our customers), for both new titles and reprints, being deferred amid the general nervousness. Regent and ProVision, the Group's Far East-based print broking and production services business, serving both third parties and the Group, continued to trade solidly. Publishing Division The huge impact that the Iraq war had on retail activity in the United States in the second quarter can hardly be exaggerated. Glued to television screens, readers exchanged their books and hobbies for immediate updates on events. The impact this had on our business was felt in three ways, and very quickly. First, orders for our US publishing units tailed off; second, because the book publishing industry accepts returns of unsold merchandise, and credits the customers, booksellers and wholesalers paid some of their bills by returning merchandise, further depressing net sales figures. Third, the war, and the slowing of the US economy, weakened the dollar, our principal trading currency, reducing our reported sales, when they are translated into sterling. In addition, our publishing services unit did not replace the sales lost when its largest customer withdrew its work in July last year, because we were unable to offer a full range of services competitively. Its sales were down by 30%, and operating profits fell by £0.51 million. Our new 50,000 square feet factory in Chippenham, refurbished and with new equipment - representing a total investment this year of £3 million - will be fully operational in September, and we expect to be able to build quickly on the new capacity. Overall, these factors contributed to our publishing division, the bulk of whose sales are in the United States, experiencing a fall of 21% in sales, translated into sterling, from £16.8 million to £13.3 million, and 48% in operating profits, from £1.60 million to £0.84 million. The Group's businesses publish on their own account (rather than in co-edition), and all operate principally in their domestic markets, with over two-thirds of the division's turnover arising in the United States. The result suffers by comparison from the good result in the first half of 2002, when business profited from an unexpectedly benign retail environment. The Group's art publishing businesses performed similarly to the first half of last year, generating cash but incurring a small loss. TENDER OFFER Shareholders should be aware that, on 31 July 2003, Strand Partners Limited, on behalf of J O Hambro Capital Management Limited, acting on behalf of certain investment management clients, announced a Tender Offer to purchase up to 24.7% of the shares of common stock of Quarto in issue, at 132.5p per share. If the Tender Offer were to be successful, this would take the JOHCM stake to 51.0% without the requirement to make a general offer. Your Board has subsequently met and I have today written to shareholders to advise that the Board recommends that holders of common stock take no action in relation to the Tender Offer. STRATEGY A few years ago, following extensive review, we adopted a strategy that we have been following faithfully. Your Board, keen to pursue growth opportunities for the Group, resolved to continue to develop new co-edition and publishing lists, targeted at niche customer bases, and to acquire publishing businesses in areas in which we identified opportunities that we could not pursue in-house. At the same time, we recognized that, in order to be able to make acquisitions, we needed to practise good housekeeping, drive down debt, increase cash generation, and generally improve our ability to fund acquisitions. As we explained to shareholders, by trading our way to a better profits performance, we expected that the market would, in time, re-rate our shares. We have gone a long way towards achieving all of these objectives but have not yet been able to conclude any acquisitions that would have a substantial impact on the Company. This is not for want of trying. It's simply the recognition that, with a low p/e rating, most significant acquisitions would be initially earnings diluting, something that many shareholders would not thank us for. In my letter accompanying the 2002 results, I expressed the hope that, in 2003, we would be able to make a significant acquisition. I'm not able to report anything so far. As usual, we are exploring a number of opportunities, but these are at early stages. Your Board, considering that it is now time to update the current strategy with a further review, will be considering all strategic options for the Group in the next couple of months. CURRENT TRADING AND PROSPECTS July trading across the Group was in line with expectations. Prospects for the International Co-edition Publishing Division remain good. Prospects for the Publishing Division are improving, as sales in the United States are rebounding somewhat and, by comparison with 2002, the second half will not suffer on account of the loss of the large publishing services customer in the UK. The Board remains confident that, overall, 2003 will be another year of progress. Laurence F Orbach Chairman and Chief Executive London, 12 August 2003 UNAUDITED PROFIT AND LOSS ACCOUNT for the six months to June 30, 2003 Six Six months months ended ended June 30, June 30, Year ended December 31, 2003 2002 2002 £'000 £'000 £'000 Turnover 29,739 31,842 74,735 ======== ======== ======== Operating profit before amortisation 1,815 2,106 6,206 of goodwill Amortisation of goodwill (98) (75) (175) ______ ______ ______ Operating profit after amortisation of goodwill 1,717 2,031 6,031 Net interest payable (450) (586) (1,151) ______ ______ ______ Profit on ordinary activities before 1,267 1,445 4,880 taxation Taxation (205) (152) (497) ______ ______ ______ Profit on ordinary activities after 1,062 1,293 4,383 taxation Minority interests (121) (199) (343) ______ ______ _______ Profit for the period 941 1,094 4,040 Dividends Ordinary (448) (421) (942) Preference (213) (220) (437) ______ ______ _______ Retained profit for the period 280 453 2,661 ======= ======== ====== Earnings per share 4.1p 4.9p 20.1p ======== ======== ========= Underlying earnings per share 4.6p 5.3p 21.1p ======== ======== ======= UNAUDITED CONSOLIDATED BALANCE SHEET at June 30, 2003 June 30, June 30, December 31, 2003 2002 2002 £'000 £'000 £'000 Fixed assets Intangible assets 3,441 3,268 3,376 Tangible assets 7,688 6,017 5,875 ______ _____ ______ 11,129 9,285 9,251 ______ _____ ______ Current assets Stocks and work in progress 20,979 22,267 18,675 Debtors 16,499 18,152 21,519 Cash at bank and in hand 6,579 5,735 11,315 ______ ______ ______ 44,057 46,154 51,509 Creditors: Amounts falling due within one (18,216) (50,011) (24,576) year ______ ______ ______ Net current assets/(liabilities) 25,841 (3,857) 26,933 ______ ______ ______ Total assets less current liabilities 36,970 5,428 36,184 Creditors: Amounts falling due after more than one year (29,486) (461) (29,056) Provisions for liabilities and charges Deferred taxation (1,206) (1,135) (1,235) ______ ______ ______ Net assets 6,278 3,832 5,893 ======== ======== ======== Capital and reserves Called up share capital 1,341 1,341 1,341 Reserves 2,433 (289) 2,046 ______ ______ ______ Shareholders' funds 3,774 1,052 3,387 Minority interests 2,504 2,780 2,506 ______ ______ ______ 6,278 3,832 5,893 ======== ======== ======== UNAUDITED CASH FLOW STATEMENT for the six months to June 30, 2003 Six Six months months Year ended ended ended June 30, June 30, December 2003 2002 31, 2002 £'000 £'000 £'000 Operating profit 1,717 2,031 6,031 Non-cash items 582 643 1,158 Working capital movement, net (3,895) (3,879) 1,207 ______ ______ ______ Net cash (outflow)/inflow from operating activities (1,596) (1,205) 8,396 Interest, net (449) (582) (1,048) Dividend payments to minority shareholders (47) (850) (850) Dividends (733) (673) (1,312) Taxation (144) (209) (504) Capital expenditure, net (2,366) (395) (722) Purchase of shares (110) - (60) Acquisitions and disposals (175) (1,444) (1,767) ______ ______ ______ Net cash (outflow)/inflow (5,620) (5,358) 2,133 Translation difference 458 1,070 1,721 Net debt at beginning of period (19,783) (23,637) (23,637) ______ ______ ______ Net debt at end of period (24,945) (27,925) (19,783) ======= ======== ======== Notes: 1. The financial information contained in this interim statement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The interim accounts for the six months ended June 30, 2003 and the comparative figures for the six months ended June 30, 2002 are unaudited. The comparative figures for the year ended December 31, 2002 are extracted from the accounts for the period which have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985. 2. Taxation is based on the estimated effective tax rate for the year. 3. The calculation of earnings per share is based on 17,925,400 shares (the weighted average number of issued shares, excluding those held as treasury stock) (2002: 17,925,306 shares) and earnings, after minority interests and preference dividends, of £728,000 (June 30, 2002: £874,000; December 31, 2002: £3,603,000). The calculation of underlying earnings per share is based on earnings of £826,000 (June 30, 2002: £949,000; December 31, 2002: £3,778,000), calculated as follows: June 30, 2003 June 30, 2002 December 31, 2002 £'000 £'000 £'000 Earnings after minority interests and preference dividends 728 874 3,603 Amortisation of goodwill 98 75 175 ______ ______ ______ 826 949 3,778 ======== ======== ======== FOR INFORMATION ONLY MANAGEMENT'S PRO FORMA OPERATING FINANCIAL STATEMENTS for the 12 months to June 30, 2003 12 months 12 months ended ended June 30, 2003 June 30, 2002 £'000 £'000 Turnover 72,632 75,290 ----------- ----------- Operating profit 5,915 6,379 Net interest payable (1,015) (1,371) Profit on ordinary activities before 4,900 5,008 taxation Taxation (550) (335) Profit on ordinary activities after taxation 4,350 4,673 Minority interests (265) (366) ----------- ----------- Profit for the period 4,085 4,307 =========== =========== Underlying earnings per share 20.4p 21.6p =========== =========== This information is provided by RNS The company news service from the London Stock Exchange
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