Interim Results

Quarto Group Inc 20 August 2004 THE QUARTO GROUP, Inc - INTERIM ANNOUNCEMENT Quarto, the London-based and listed international book publisher, reports further substantial underlying progress in the first half of 2004 and a spate of corporate activity, resulting in the acquisition in July of two publishing businesses, Creative Publishing in the US, and Aurum in the UK. Financial Highlights •In a half which traditionally accounts for some 40% of the annual total, sales increased to £31.0m, a rise of 4.4% but, in constant currency terms (most of Quarto's sales being denominated in US$), an increase of 14%. •Pre-tax profit jumped by 23.4% to £1.7m (before amortization of goodwill). •Earnings per share grew by 15.2% to 5.3p (before amortization of goodwill). •An interim dividend per share of 2.75p, up 10.0%, is declared. •Net debt declined by £2.0m to £22.9m. •For the 12 months ended 30 June 2004, pre-tax profit increased by 22.3% to £6.0m and earnings per share by 12.7% to 23.0p (before amortization of goodwill and exceptional items). Commercial Highlights •The international co-edition publishing division increased sales by approximately 4% (15% in constant currency terms) to £17.1m, 55% of group sales. The Rockport units performed particularly well, with Fair Winds continuing its very strong growth, as did Quantum. •The publishing division increased its sales by approximately 4% (13% in constant currency terms) to £13.9m, 45% of group sales. In the US, our largest unit, Book Sales, rebounded strongly from a disappointing first half in 2003. The Art Publishing Group, also in the US, continued its improvement, as did our Australian art publishing business. In the UK, however, Image Factory's relocation resulted in a £0.4m negative swing. •Sales and profits increased in the US (which accounts for more than 60% of sales), showed a small upturn in Continental Europe and South East Asia, and fell in the UK. •The larger acquisition was Creative Publishing international (CPi), which publishes how-to and lifestyle books in the world's largest publishing market,with nationally recognised brand partners like Black & Decker and Singer, and has a very strong market position. •The Aurum Press acquisition increases our publishing presence in the UK market, and its joint venture with Jacqui Small Editions complements our other co-edition imprints, which are much stronger in how-to and reference than in lifestyle titles. •At the very end of June / early July, QED Publishing, which produces children's books for the school and library market, produced its initial list of 63 titles. The reception from customers and distributors has been enthusiastic and, on that basis, we have authorized the creation of an expanded program for 2005. Laurence Orbach, Chairman and CEO, stated 'There are no signs that the economic conditions in our industry are changing substantially. The book market is demanding, but is relatively stable. The gentle improvement in our business in South East Asia and Germany shows no signs of evaporating, and our key markets remain in positive territory. We are expecting small contributions, this year, from the two acquisitions. At this time of the year, we are beginning to have much more visibility on the outcome for the year as a whole. As a result, following five successive years of growth in underlying earnings per share, we believe that Quarto is well positioned for further overall progress.' Notes for Editors: Quarto's International Co-edition Book Publishing Division creates books which are licensed to other publishers for publication, under their own imprints, in local markets. It also includes Regent and ProVision, which are Far East-based print broking and production service businesses, serving both third parties and the Group. Quarto's Publishing Division publishes books and art prints, under imprints owned by the Group, primarily in the US and Australia. In addition, it includes two UK-based publishing services businesses primarily serving the point of sale display market - Image Factory and AP Screen. In the year ended December 31, 2003, the Quarto Group's underlying pre-tax profit rose by 12.2% to £5.7m, from revenues of £74.6m, and underlying earnings per share by 5.7% to 22.3p - the fifth successive year of increase in underlying EPS. Dividends per share of 5.75p were up by 10%. A Delaware-registered corporation, listed on the London Stock Exchange under the symbol QRT, Quarto's head office is situated in City Road, London EC1. Enquiries: The Quarto Group, Inc. 020-7700 9000 Laurence Orbach (Chairman & CEO) Mick Mousley (Finance Director) Bankside Consultants Limited Charles Ponsonby 020-7444 4166 CHAIRMAN'S STATEMENT Dear Shareholder: I am pleased to be able to report further substantial underlying progress at your company in the first half of 2004, and a spate of corporate activity, resulting in the acquisition in July of two publishing businesses, Creative Publishing in the US, and Aurum in the UK. Financial Overview For the 6-month period ended June 30, 2004, sales increased to £31.0 million (2003: £29.7 million), a rise of 4.4% but, in constant currency terms, an increase of 14%; operating profit rose by 15.8% to £2.1 million (2003: £1.8 million), and pre-tax profit jumped by 23.4% to £1.7 million (2003: £1.4 million), before goodwill amortization. On the same basis, earnings per share grew by 15% to 5.3p (2003: 4.6p), the smaller increase reflecting a reducing benefit from tax losses carried forward, and your Board is declaring an interim dividend of 2.75p per share (2003: 2.5p), up by 10 %, and payable on October 22nd, 2004 to shareholders on the register on September 24th, 2004. As shareholders are aware, most of Quarto's sales are denominated in US dollars, and the reported figures, when translated into sterling, once again understate the headway that your company is making. On a regional basis, sales and profits increased in the US market, showed a small upturn in continental Europe and Southeast Asia, and fell in the UK, where sales of one of our publishing services units fell sharply, after it relocated to a new factory. The balance sheet continues to strengthen. Once again, despite the purchase of the capital equipment for our new factory, debt declined by £2.0 million (£22.9 million at June 30, 2004, against £24.9 million a year previously), inventories declined, and we managed our cash better, with accounts receivable increasing only marginally. As usual, in addition to the half-year figures, we provide you with comparative figures for the 12 months' ended June 30th, 2004, and June 30th, 2003, so that you can look at the progress of the business without having to adjust for seasonality. In common with most businesses geared to selling to the consumer, Quarto's business is seasonal, with around 60% of sales occurring in the second half of the year. For the 12 months' ended June 30, 2004, management's pro forma operating financial statements show that sales rose by 4.5% to £75.9 million (2003: £72.6 million), operating profit advanced by 15.8% to £6.9 million (2003: £5.9 million), and pre-tax profit , thanks to lower interest costs on lower levels of debt, leapt by 22.3% to £6.0 million (2003: £4.9 million). Corporate News We are now starting to deliver on the growth strategy that we articulated earlier this year, i.e. to make selective, and significant, acquisitions in the book publishing field, while continuing to develop our co-edition book businesses largely through organic activity. During the first half of the year, we were very busy negotiating the acquisitions of two publishing businesses, which were announced in July. The first of these, Creative Publishing international (CPi), based in Minneapolis, publishes how-to and lifestyle books in the world's largest book publishing market, and has a very strong market position. Over the past 15 years, CPi has developed high-quality books featuring step-by-step photography, with nationally recognized brand partners like Black & Decker and Singer, the most respected and trusted names for consumers involved in home improvement and needle crafts. CPi's titles reprint strongly, with backlist sales providing over 80% of revenues. In 2003, the business had sales of $18.3 million, and net assets of $7.9 million (including the $9.2 million in debt). The net assets figure will be adjusted to conform to Quarto's accounting policies and practices. We paid $10.8 million for the business, of which $7.5 million was in cash, at closing, and $3.3 million in a convertible promissory note. We expect that CPi, from next year, on a full year basis going forward, can deliver operating profits above our Publishing Division's target of 10% of sales, and will enhance earnings on a full-year basis. In addition, because it is a sizeable business, the acquisition will enable us to leverage our book publishing infrastructure much more effectively. The acquisition was financed by the provision of an additional facility of $15 million by Lloyds TSB, which has joined our existing syndicated loan facility, and raises it to $60 million. Your Board regards this commitment as a vote of confidence in the Board's strategy, and in the company's management. On a day-to-day basis, CPi will report to Ken Fund, who runs the successful Rockport group of businesses, comprising Rockport, Fair Winds, RotoVision, and Apple, and will retain its existing senior management team. The combined operation will be able to leverage its resources in sales, marketing, and fulfilment, in the USA, but in other areas the companies will maintain separate and distinct identities. We also bought Aurum Press, a London-based non-fiction publisher that has a joint venture with Jacqui Small Editions, a co-edition publisher of sophisticated lifestyle books. This acquisition increases our publishing presence in the UK market, and Jacqui Small's books complement our other co-edition imprints, which are much stronger in how-to and reference than in lifestyle titles. Again, Aurum and Jacqui Small will retain their own creative directions, but we shall be bringing some of Quarto's back office infrastructure to them. New ventures While we continue to explore other opportunities for growth through acquisitions, we also spend a great deal of time in fostering new in-house initiatives. As reported earlier this year, we have considerably increased our investment in new initiatives, in both divisions. These investments will create significant value over time. In the short-term, though, it is a slow path to achieving the growth objectives that your Board has set for Quarto. And, as we do not capitalize all costs, the expenditure has immediate impact on reported profits. Your Board also recognizes that new ventures are very demanding on management time. So, while we are starting up more new ventures simultaneously than we have ever done before, this has to be balanced with acquisitions of established businesses so that we can achieve appropriate growth in the business. Two of these new ventures launched at the very end of June/early July. QED Publishing, which produces children's books for the school and library market, produced its initial list of 63 titles. As the books were just being shipped to customers and distributors, and in accordance with our revenue recognition policy, no revenues were recorded during the period. The reception from our customers and distributors has been enthusiastic and, on that basis, we have authorized the creation of an expanded program for 2005. Finally, after a long gestation period, the first issue of our new magazine, Fine Wine, was printed. This is a serious and sophisticated bi-monthly devoted narrowly to the best wines, and is published for the increasing community of wine lovers whose enthusiasm and affluence allow them to indulge their passion. Unlike many other leading wine magazines, Fine Wine is, emphatically, not designed to be a 'ratings' magazine. The initial press reception, and the feedback from wine experts, is that the magazine is filling a need that is growing. Fine Wine is not intended to be a mass-market publication, and the single copy price of $25.00 reflects its narrower target audience. We expect few single copy sales, and, unlike with our existing magazines in the UK, we are targeting a worldwide subscriber audience. We reported earlier on other new ventures, which are still at early stages. Quid Publishing is making a name for itself, producing unusual titles such as Household Management for Men, a strong seller, with 17,500 copies in print in Germany already this year. Eye Quarto's The Daredevil's Handbook is similarly edgy, and will be published next month. There is a ground-breaking book for Iqon's maiden list, Isms, which explores art movements and their impacts. At Quarto Magazines, the card-making magazine we launched last year continues to gain circulation. We shall be launching another magazine, in the crafts area, later this year. Trading Review International Co-edition Book Publishing Division Made up of a number of separate imprints and operating units, this division produces books that are licensed for publication and distribution by other companies in many markets and languages. The majority of its revenue comes from sales of backlist titles, i.e. books that were first published in a prior year, and most of the imprints are devoted to producing evergreen titles that are designed to have relevance for many years. We have units producing co-edition titles in London, Brighton, Massachusetts, New York, and Sydney. Sales for the six months rose by 4% from £16.4 million to £17.1 million. As most of the sales are made in US dollars, the recorded revenues understate the volume increase and, in constant currency terms, the sales increase was closer to 15%. The Rockport units performed particularly well, with Fair Winds continuing its very strong growth, as did Quantum. Two important personnel changes were made, and we welcomed Ian Castello-Cortes as the new Publisher at Quintet, and Richard Green as the new Publisher at Marshall Editions. Ian has a strong background in co-edition publishing, both in books and in electronic formats, and was most recently Publishing Director, Guinness World Records, and was part of the team responsible for the successful sale of the business. Richard has come to us from his position as Head of Publishing Services for Children's Learning at BBC Worldwide. The division also includes Hong Kong-based Regent Publishing Services, which looks after production for third party publishers, and group companies. Regent moved to larger premises only recently. Its business is strong, and growing, it has outgrown its new premises already, and has set up a new unit in an adjacent office building. Publishing Division The Publishing Division operates mainly in the United States. Sales for the division increased by a little over 4% to £13.9 million (2003: £13.3 million). Once again, as the major part of the revenue arises in the United States, the sterling figure understates the growth that has taken place. In addition, as I outlined in the opening remarks, the relocation of Image Factory was accompanied by a drop in sales, which was almost made up by the increase in the sales at AP, our other publishing services unit, but the impact of the sales setback on profit was severe. Image Factory's operating profit of £161,000 in the first half of 2003 turned into a loss of £198,000 in the period under review, a negative swing of £359,000. A new, more experienced managing director has been appointed, and there are signs of improvement. In the US, our largest unit, Book Sales, rebounded strongly from a disappointing first half in 2003. Last year, booksellers paid their bills by returning merchandise; this year, the rate of returns was normal, and operating profits increased by 45%. Walter Foster's sales were flat, as one of its major accounts in the arts and crafts field embarked upon an inventory reduction program, which now seems to have achieved its objective. Walter Foster is also involved in creating a new book-producing unit to handle non-traditional sales. The first titles will appear next year, but much of the cost, as with all our new initiatives, is being expensed in this year. Also in the US, the Art Publishing Group continued its improvement, as did our Australian art publishing business. There remain strategic issues to face in art publishing and, now that the businesses are returning to a reasonable level of profitability, our options and opportunities are increasing. In the UK, home to about one-third of the division's sales, Quarto Magazines increased sales substantially over the same period last year, with a contribution, this time, from its new Creative Card Making Ideas title. In addition to the Fine Wine title, we are working to launch a further new title in the second half of 2004. Prospects There are no signs that the economic conditions in our industry are changing substantially. The book market is demanding, but is relatively stable. The gentle improvement in our business in South East Asia and Germany shows no signs of evaporating, and our key markets remain in positive territory. At this time of the year, we are beginning to have much more visibility on the outcome for the year as a whole. As a result, following five successive years of growth in underlying earnings per share, we believe that Quarto is well positioned for further overall progress. We are expecting small contributions, this year, from the two acquisitions. With these acquisitions, we have brought on some experienced publishing managers. Together with the new publishers who have recently joined us, we continue to strengthen our management skills and teams. This is one of your Board's priorities, and I am pleased to report that as our success continues, and our acquisition strategy is executed, we are attracting very capable people to the Quarto group. Sincerely, Laurence F Orbach Chairman and Chief Executive Officer London, August 20, 2004 UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT for the six months to June 30, 2004 Six months Six months ended ended Year ended June 30, June 30, December 31, 2004 2003 2003 £'000 £'000 £'000 Turnover 31,039 29,739 74,623 ________ ________ ________ ======== ======== ======== Operating profit before amortization of goodwill and exceptional item 2,101 1,815 6,566 Amortization of goodwill (105) (98) (206) Exceptional item - - (595) ________ ________ ________ ======== Group operating profit 1,996 1,717 5,765 Net interest payable (417) (450) (892) ______ ______ ______ Profit on ordinary activities before taxation 1,579 1,267 4,873 Taxation (354) (205) (750) ______ ______ ______ Profit on ordinary activities after taxation 1,225 1,062 4,123 Minority interests (160) (121) (314) ______ ______ ______ Profit for the period 1,065 941 3,809 Dividends Ordinary (494) (448) (1,032) Preference (213) (213) (426) ______ ______ ______ Retained profit for the period 358 280 2,351 ________ ________ ________ ======== ======== ======== Earnings per share - basic 4.7p 4.1p 18.9p ________ ________ ________ ======== ======== ======== - underlying 5.3p 4.6p 22.3p ________ ________ ________ ======== ======== ======== Dividend per share 2.75p 2.5p 5.75p ________ ________ ________ ======== ======== ======== UNAUDITED CONSOLIDATED BALANCE SHEET at June 30, 2004 June 30, June 30, December 31, 2004 2003 2003 £'000 £'000 £'000 Fixed assets Intangible assets 3,232 3,441 3,337 Tangible assets 8,959 7,688 8,909 ______ ______ ______ 12,191 11,129 12,246 ______ ______ ______ Current assets Stocks and work in progress 19,148 20,979 17,451 Debtors 17,195 16,499 20,667 Cash at bank and in hand 8,327 6,579 12,490 ______ ______ ______ 44,670 44,057 50,608 Creditors: Amounts falling due within one year (18,759) (18,216) (24,303) ______ ______ ______ Net current assets 25,911 25,841 26,305 ______ ______ ______ Total assets less current liabilities 38,102 36,970 38,551 Creditors: Amounts falling due after (29,096) (29,486) (29,588) more than one year Provisions for liabilities and charges Deferred taxation (869) (1,206) (875) ______ ______ ______ Net assets 8,137 6,278 8,088 ________ ________ ________ ======== ======== ======== Capital and reserves Called up share capital 1,341 1,341 1,341 Reserves 4,339 2,433 4,311 ______ ______ ______ Shareholders' funds 5,680 3,774 5,652 Minority interests 2,457 2,504 2,436 ______ ______ ______ 8,137 6,278 8,088 ________ ________ ________ ======== ======== ======== UNAUDITED CONSOLIDATED CASH FLOW STATEMENT for the six months to June 30, 2004 Six months Six months Year ended ended ended June 30, June 30, December 31, 2004 2003 2003 £'000 £'000 £'000 Operating profit 1,996 1,717 5,765 Non-cash items 642 582 1,170 Working capital movement, net (5,601) (3,895) 1,030 ______ ______ ______ Net cash (outflow)/inflow from operating (2,963) (1,596) 7,965 activities Interest, net (417) (449) (893) Dividend payments to minority shareholders (103) (47) (103) Dividends (796) (733) (1,395) Taxation (743) (144) (371) Capital expenditure, net (613) (2,366) (4,133) Issue / (purchase) of shares 26 (110) (102) Acquisitions and disposals (183) (175) (179) ______ ______ ______ Net cash (outflow)/inflow (5,792) (5,620) 789 Translation difference 257 458 1,607 Net debt at beginning of period (17,387) (19,783) (19,783) ______ ______ ______ Net debt at end of period (22,922) (24,945) (17,387) ________ ________ ________ ======== ======== ======== 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, 2004 and the comparative figures for the six months ended June 30, 2003 are unaudited. The comparative figures for the year ended December 31, 2003 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 exceptional item in the year ended December 31, 2003 comprised US and UK professional fees associated with the JOHCM tender offer. 4. The calculation of earnings per share is based on 17,944,206 shares (the weighted average number of issued shares, excluding those held as treasury stock) (June 30, 2003: 17,925,400 shares; December 31, 2003: 17,925,306 shares) and earnings, after minority interests and preference dividends, of £852,000 (June 30, 2003: £728,000; December 31, 2003: £3,383,000). The calculation of underlying earnings per share is based on earnings of £957,000 (June 30, 2003: £826,000; December 31, 2003: £4,005,000), calculated as follows: June 30, 2004 June 30, 2003 December 31, 2003 £'000 £'000 £'000 Earnings after minority interests and preference dividends 852 728 3,383 Amortization of goodwill 105 98 206 Exceptional item (net of tax credit) - - 416 -------- -------- -------- 957 826 4,005 ________ ________ ________ ======== ======== ======== 5. After the period end, Quarto acquired Creative Publishing international (CPi). The book value of the net assets being acquired will be adjusted to conform with Quarto's accounting policies and practices. The most significant adjustment will relate to book production costs (excluding printing costs). CPi currently capitalises these costs, and amortizes them over their estimated useful life, whereas Quarto charges these costs against the first printing of a book. The effect of this, and other, adjustments necessary to conform to Quarto's policies and practices, will be to reduce the book value of the net assets by approximately $10 million. FOR INFORMATION ONLY MANAGEMENT'S PRO FORMA CONSOLIDATED OPERATING FINANCIAL STATEMENTS for the 12 months to June 30, 2004 12 months 12 months ended ended June 30, 2004 June 30, 2003 £'000 £'000 Turnover 75,923 72,632 =========== =========== ----------- ----------- Operating profit 6,852 5,915 Net interest payable (859) (1,015) ----------- ----------- Profit on ordinary activities before taxation 5,993 4,900 Taxation (1,078) (550) ----------- ----------- Profit on ordinary activities after taxation 4,915 4,350 Minority interests (353) (265) ----------- ----------- Profit for the period 4,562 4,085 =========== =========== Earnings per share 23.0p 20.4p =========== =========== Note: The above figures do not include amortization of goodwill or exceptional items. This information is provided by RNS The company news service from the London Stock Exchange
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