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QRT Quarto Group Incorporated

140.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Quarto Group Incorporated LSE:QRT London Ordinary Share COM STK USD0.10
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 140.00 120.00 150.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Quarto Group Inc Final Results (9413U)

31/03/2023 10:11am

UK Regulatory


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TIDMQRT

RNS Number : 9413U

Quarto Group Inc

31 March 2023

The Quarto Group Inc.

("Quarto", the "Company", or the "Group")

Final Results for the Year Ended 31 December 2022

The Quarto Group Inc. (LSE: QRT), the leading global illustrated book publisher, announces its audited results for the year ended 31 December 2022.

 
 Results ($m)                                           2022    2021 
-----------------------------------------------------  ------  ------ 
 
 Revenue                                                141.0   151.5 
 Adjusted operating profit(1)                           21.3    16.0 
 Exceptional items                                      0.8     - 
 Operating profit                                       22.1    16.0 
 Adjusted profit before tax(1)                          20.1    14.2 
 Profit before tax                                      20.9    14.2 
 Profit for the year                                    16.6    9.9 
 Adjusted diluted earnings per share from continuing 
  operations(2)                                         37.8    24.3 
 Basic earnings per share from continuing operations    40.6    24.3 
 Net debt(3)                                            0.6     5.5 
 
 

1 Adjusted items excludes the amortization of acquired intangibles and exceptional items.

2 There were exceptional items of $0.8m but no dilutive share options nor amortization of acquired intangibles in 2022.

3 Net debt excludes lease liabilities relating to right of use assets (IFRS 16).

Operating Highlights

-- Clear focus on maximizing the Group's core strengths, retaining a disciplined business model and developing future growth opportunities

-- Increase in Adjusted Operating Profit of 33% due to tight cost control, lower pre-publication and amortization costs

   --      Profit Before Tax up 47% at $20.9m 
   --      Revenue of custom publishing channel of $14.2m, up 33% year on year 
   --      Net debt down by $4.9m to $0.6m 

-- New Shoe Press launched in 2022 with 25 titles repurposing existing IP to compete at a value price point. Short-run printing allows low inventory level responding to demand

-- Kaddo, a new gift imprint, created with the first products publishing in autumn 2023. Product lines span both the adult and children's market consisting of games, card decks and jigsaw puzzles many of which are based on existing book content

-- We are also targeting growth in one of the largest sectors of the book market and will be launching a new imprint focused on food and wellness

-- SmartLab, our Toy business, was sold to Educational Development Corp. to focus on our core publishing activities

Commenting on the results, Group Chief Executive Officer, Alison Goff said:

During 2022 most markets around the world reopened and we saw a return to buying in physical bookstores with a corresponding reduction in our online sales.

With the economic pressures squeezing consumer spending the overall book market contracted slightly in 2022 with non-fiction sales showing one of the biggest declines, down by c. 7%. Notwithstanding the sale of SmartLab during 2022, Quarto outperformed the market delivering increased market share in all our core categories.

The company ended the year with sales of $141.0m down from prior year by 7% (2021: $151.5m); adjusted operating profit increased by 33% to $21.3m (2021: $16.0m); profit before tax increased to $20.9m (2021: $14.2m) and the strength of the balance sheet improved to $67.3m (2021: $53.2m). The group ended the year with net debt down 89% at $0.6m (2021: $5.5m). Results were driven by nimble publishing maximizing opportunities which arose, strong cost-control and reduced finance costs.

The balance of our business remains broadly 69% of revenue being derived from adult titles and 31% from children. New books accounted for 42% of total sales and the backlist continues to deliver strong sales delivering 58% of our revenue.

=====

The Legal Identifier of the Company is 549300BJ2WPX3QUATW58.

For further information, please contact:

The Quarto Group Inc.

   Michael Clarke, Company Secretary                                     +44 20 7700 6700 

About The Quarto Group

The Quarto Group (LSE: QRT) creates a wide variety of books and intellectual property products, with a mission to inspire life's experiences. Produced in many formats for adults, children and the whole family, our products are visually appealing, information rich and stimulating.

The Group encompasses a diverse portfolio of imprints and businesses that are creatively independent and expert in developing long-lasting content across specific niches of interest. Quarto sells and distributes its products globally in over 50 countries and 40 languages, through a variety of sales channels, partnerships and routes to market.

Quarto employs c.300 talented people in the US and the UK. The group was founded in London in 1976. It is domiciled in the US and listed on the London Stock Exchange.

For more information, visit quarto.com or follow us on Twitter at @TheQuartoGroup.

Business Overview

During 2022 most markets around the world reopened and we saw a return to buying in physical bookstores with a corresponding reduction in our online sales.

The company ended the year with sales of $141.0m down from prior year by 7% (2021: $151.5m); adjusted operating profit increased by 33% to $21.3m (2021: $16.0m); profit before tax increased to $20.9m (2021: $14.2m) and the strength of the balance sheet improved to $67.3m (2021: $53.2m). The group ended the year with net debt down 89% at $0.6m (2021: $5.5m). Results were driven by nimble publishing maximizing opportunities which arose, strong cost-control and reduced finance costs.

With the economic pressures squeezing consumer spending the overall book market contracted slightly in 2022 with non-fiction sales showing one of the biggest declines, down by c. 7%. Notwithstanding the sale of SmartLab during 2022, Quarto outperformed the market delivering increased market share in all our core categories.

The balance of our business remains in favour of adult publishing with 69% of our revenue derived from adult titles. New titles accounted for 42% of sales and our strong back catalog continues to perform well delivering 58% of overall revenue. Our US publishing operation and our UK publishing drive broadly equal shares of our overall revenue.

Our most valuable series Little People Big Dreams continues to grow and we will publish the 100th title in this series in 2023. This series delivered $8.3m revenue in the year. Another valuable property in our children's publishing the Story Orchestra series delivered $2.7m in the year from just 7 titles.

During the year we ceased offering sales services to other publishers and exited a non-core business with the sale of SmartLab.

Key Strategies

PUBLISHING

Quarto's publishing remains focused on key categories: Cookery, Home and Garden, Art and Craft, Children's, Reference and Wellbeing. These sectors remain strong internationally. Each of our imprints has a distinct focus and develops new titles aiming to grow our market share in targeted categories. We also make extensive use of our backlist where existing content may be repurposed to create new products.

Highlights of 2022

-- Quarto kids is the #1 publisher of children's general non-fiction in the UK

-- Best-selling author of Little People Big Dreams - Maria Isabel Sanchez Vegara - is the #2 non-fiction children's author in the UK

-- McDonald's Happy Meal program will put Little People Big Dreams books into the hands of 40 million children around the world

-- Strong growth in the Manga and Anime market where Quarto has built significant market share

-- New range of graphic novels produced in partnership with Saturday AM

-- Beautiful Boards: 50 amazing snack boards for any occasion continues to sell strongly - over 200k copies and $2.5m revenue in the year - some 3 years after publication

-- Custom publishing deal with Pokemon creating 4 titles which delivered $1.5m in the year

-- Speed to market an important factor with Wordle Challenge created and delivered within 8 weeks

-- Start-up of a new gift imprint which will launch in 2023 producing puzzles, games and related products from existing content

-- Timely publication of Little People Big Dreams: Queen Elizabeth selling over 175k copies

-- New cookery and health imprint to launch in 2023 expanding our reach into one of the largest categories in non-fiction publishing

SALES PERFORMANCE

One of Quarto's great strengths is our foreign language co-edition sales team who delivered a strong performance in 2022 despite some challenging international situations. Trade with Russia and Ukraine was halted and persistent lockdowns in China severely impacted that market. All other foreign language markets delivered growth. Reprints of existing titles were 5% up on prior year and core series continued to perform well. We also saw a resurgence in sales of reference titles which had been reduced during the pandemic in favour of practical titles.

Our international sales team began travelling again in 2022 with bookfairs and in-person meetings back on the agenda. Overall these sales were 6% down on prior year but with mixed results by region. South East Asia delivered growth +14% and the Middle East +8% accounting for over $500k for the first time. Sales to Europe held steady but Australia and China were both down -7% and -34% respectively.

UK sales were 2% down on 2021 with new titles performing well but backlist sales $2.3m down from the pandemic peak which was driven by lockdown hobbyists. The reopening of physical bookstores saw our field sales reps deliver over GBP1m for the first time in 3 years.

US sales were down 11% on prior year with both Amazon and the main bookstore chain, Barnes & Noble, showing much slower ordering patterns. However we saw a marked increase (+17%) in our sales through independent bookstores as customers returned to stores.

Our Chartwell division targets the value end of the market creating books primarily from existing content. Books are sold non-returnable. This division had an outstanding year delivering sales significantly ahead of budget and 32% up on the previous year.

OPERATIONS

During the year we continued our development of systems and processes to improve our operational efficiency. Our goal is to be free of reliance on 3rd party systems by 2024.

POST COVID WORKING

During 2022 we saw staff returning to our offices both in the UK and US. We now operate a blended working model. This ongoing flexibility has become an important factor in the workplace. We do however firmly believe that in-person collaboration is vital to our creative business and essential to team-building and staff morale.

SUPPLY CHAIN

Disruptions to the supply chain continued through much of 2022 with longer than usual shipping times resulting from strikes and port disruptions. To mitigate the impact of these our operations team remained nimble switching onward shipping to trucks rather than rail when necessary and putting in place local printings. Whilst these measures incurred some extra costs there were significant benefits in maintaining supply to the market. In Q4 we saw much improved freight prices and improved shipping times. We believe the market has now stabilized and we do not anticipate a return to the volatility of 2021 and 2022.

STRATEGY

Quarto's strategic goals in the short to medium term will be to continue to drive organic growth through its publishing and we will launch 2 new imprints in 2023. We will also look at acquiring other related businesses where we believe they can be leveraged across our existing operations and provide a good strategic fit.

VIABILITY STATEMENT

In accordance with Provision 31 of the 2018 revision of the UK Corporate Governance Code, the Directors assessed the prospects of the Group over both a going concern period to 31 March 2024 and a viability period to 31 December 2025. The going concern period has a greater level of certainty and was therefore, used to set budgets for all our businesses which culminated in the approval of a Group budget by the Board. The Directors have determined that the three-year period is an appropriate term over which to provide its viability statement, being aligned with both the publishing program cycle and the long-term incentives offered to Executive Directors and certain senior management.

The Directors have considered the underlying robustness of the Group's business model, products and its recent trading performance, cash flows and key performance indicators. They have also reviewed the cash forecasts prepared for the three years ending 31 December 2025, which comprise a detailed cash forecast for the period ending 31 December 2023 based on the budget for that year and standard growth assumptions for revenue and costs for the years ending 31 December 2024 and 2025. This is to satisfy themselves of the going concern assumption used in preparing the financial statements and the Group's viability over a three-year period ending on 31 December 2025. As part of this work, the model was sensitized initially by an 8% reduction in revenue to ensure headroom within the covenants. This is deemed as a plausible scenario, given in 2022 revenue dropped 7% year on year. Management performed a reverse stress test to assess the point in which the banking covenants were breached. This occurred at a reduction in revenue of 13%. It is considered unlikely that such a reduction of revenue would occur, given, sales dropped 7% in 2022 and also dropped 7% during 2020.

In February 2021, the Group renewed its bank facilities, which run until July 2024. Management do not foresee any issues with regards to the repayment of loans or longer-term viability of the Company. In the 3 year model we have shown that the business is profitable and therefore capable of repaying the bank loans in line with the facility agreements of $2.7m. We continue to receive support from the banks. In carrying out their analysis of viability, the Directors took account of the Group's projected profits and cash flows and its banking facilities and covenants.

In addition to the agreement to the facility, 1010 Printing Limited (a subsidiary of the Lion Rock Group Limited) and C.K. Lau extended the original $13m unsecured and subordinated loans to the Group (entered into on 31 October 2018) on identical terms and on normal commercial terms. Furthermore, 1010 Printing Limited agreed to provide a further $10m unsecured and subordinated loan to the Company on normal commercial terms. Whilst these unsecured and subordinated loans were repayable by 31 August 2024, the loan of $13m to C.K. Lau was fully repaid including interest at 3.75% during 2022. A repayment of $2m was also made including interest at 4% to 1010 Printing Limited during the year, reducing the balance to $8m. In the 3 year forecast we have shown that the business is profitable and therefore capable of repaying the remainder of the subordinated loans as per the agreements. The forecast also allows for the repayment of the remaining $8m subordinated loan and interest in Q1 2023. Approval for these specific subordinated loan repayments was agreed by the banks and payment was made in Q1 2023. We continue to receive support from 1010 Printing Limited.

The Directors also took account of the principal risks and uncertainties facing the business referred in the annual report. The review focused on the occurrence of severe but plausible scenarios in respect of the principal risks and considered the potential of these scenarios to threaten viability.

The key principal risk that the business faces is a downturn caused by a global recession. The financial impact of this downturn has been quantified to illustrate the Group's ability to manage the impact on liquidity and covenants, with sensitivity analysis on the key revenue growth assumptions and the effectiveness of available mitigating actions. In considering this analysis, the Directors took account of the mitigating actions that had been previously taken. These actions included reductions in investment in pre-publication costs, print volumes, staffing levels and other variable costs.

Based on the above indications, after taking into account the downside scenario projections, the Directors strongly believe have a reasonable expectation that the Group has adequate resources to continue in operation and meet its liabilities throughout the viability period to 31 December 2025.

OUTLOOK

Quarto remains in a good financial position with a strong pipeline of new title publishing for 2023 and beyond. Our large back catalog is a significant strength and continues to perform well. We feel confident in our ability to navigate the challenging market conditions expected of 2023 and in the broad appeal of our books.

Our people culture has been a focus in 2022 and will remain so during 2023. Attracting and retaining high-caliber staff is vital for the long-term health of the business.

We remain confident and focused on delivering a sustainable, profitable business for the future.

THE QUARTO GROUP, INC .

Condensed Consolidated Income Statement

For the year ended 31 December 2022

 
                                                      Year ended    Year ended 
                                                     31 December   31 December 
                                                            2022          2021 
 
                                              Note          $000          $000 
 
  Continuing operations 
Revenue                                        2         141,017       151,483 
Cost of sales                                           (87,319)     (103,897) 
--------------------------------------------  ----  ------------  ------------ 
 
Gross profit                                              53,698        47,586 
 
Distribution costs                                       (7,582)       (8,439) 
Impairment of financial assets                              (69)         (874) 
Administrative expenses                                 (24,723)      (22,314) 
 
Operating profit before amortization of 
 acquired intangibles and exceptional items               21,324        15,959 
 
Amortization of acquired intangibles                           -           (7) 
Exceptional items                              3             774             - 
--------------------------------------------  ----  ------------  ------------ 
 
Operating profit                               2          22,098        15,952 
 
Finance costs                                  4         (1,213)       (1,796) 
--------------------------------------------  ----  ------------  ------------ 
 
Profit before tax                                         20,885        14,156 
 
Tax                                            5         (4,279)       (4,230) 
--------------------------------------------  ----  ------------  ------------ 
 
Profit for the year                                       16,606         9,926 
============================================  ====  ============  ============ 
 
Attributable to: 
Owners of the parent                                      16,606         9,926 
============================================  ====  ============  ============ 
 
Earnings per share (cents) 
 
From continuing operations 
Basic                                          6            40.6          24.3 
Diluted                                        6            40.6          24.3 
 

THE QUARTO GROUP, INC .

Condensed Consolidated Statement of Comprehensive Income

For the year ended 31 December 2022

 
 
                                                                   Year ended    Year ended 
                                                                  31 December   31 December 
                                                                         2022          2021 
 
                                                                         $000          $000 
 
Profit for the year                                                    16,606         9,926 
 
Items that may be reclassified to profit 
 or loss 
Foreign exchange translation differences                              (2,475)         (506) 
  Tax relating to items that may be reclassified 
   to profit or loss                                                        -            66 
--------------------------------------------------  -------------------------  ------------ 
Total other comprehensive income                                      (2,475)         (440) 
--------------------------------------------------  -------------------------  ------------ 
Total comprehensive income for the year 
 net of tax                                                            14,131         9,486 
==================================================  =========================  ============ 
 
Attributable to: 
Owners of the parent                                                   14,131         9,486 
==================================================  =========================  ============ 
 

THE QUARTO GROUP, INC.

Condensed Consolidated Balance Sheet

At 31 December 2022

 
 
                                           31 December    31 December 
                                                  2022           2021 
 
                                     Note         $000           $000 
Non-current assets 
Goodwill                              7         18,622         19,286 
Other intangible assets                              1             51 
Property, plant and equipment                    7,677          5,181 
Intangible assets: Pre-publication 
 costs                                8         25,473         29,941 
Deferred tax assets                              1,835          2,436 
-----------------------------------  ----  -----------  ------------- 
Total non-current assets                        53,608         56,895 
-----------------------------------  ----  -----------  ------------- 
 
Current assets 
Inventories                                     21,826         20,393 
Trade and other receivables                     40,122         51,242 
Cash and cash equivalents                       13,290         28,432 
Total current assets                            75,238        100,067 
-----------------------------------  ----  -----------  ------------- 
 
Total assets                                   128,846        156,962 
-----------------------------------  ----  -----------  ------------- 
 
Current liabilities 
Short term borrowings                          (4,636)        (5,438) 
Trade and other payables                      (33,869)       (53,789) 
Lease liabilities                                (944)        (1,363) 
Tax payable                                    (3,295)        (7,467) 
                                           -----------  ------------- 
Total current liabilities                     (42,744)       (68,057) 
-----------------------------------  ----  -----------  ------------- 
 
Non-current liabilities 
Long term borrowings                           (9,301)       (28,508) 
Deferred tax liabilities                       (2,798)        (3,130) 
Tax payable                                      (386)          (386) 
Lease liabilities                              (6,277)        (3,672) 
 
Total non-current liabilities                 (18,762)       (35,696) 
-----------------------------------  ----  -----------  ------------- 
 
Total liabilities                             (61,506)      (103,753) 
-----------------------------------  ----  -----------  ------------- 
 
Net assets                                      67,340         53,209 
===================================  ====  ===========  ============= 
 
Equity 
Share capital                                    4,089          4,089 
Paid in surplus                                 48,701         48,701 
Retained earnings and other 
 reserves                                       14,550            419 
-----------------------------------  ----  -----------  ------------- 
 
Total equity                                    67,340         53,209 
===================================  ====  ===========  ============= 
 

THE QUARTO GROUP, INC .

Condensed Consolidated Statement of Changes in Equity

For the year ended 31 December 2022

 
                                                                                                   Equity attributable 
                                          Share         Paid              Translation    Retained            to owners 
                                        capital   in surplus                  reserve    earnings        of the parent 
                                           $000         $000                     $000        $000                 $000 
 
Balance at 1 January 2021                 4,089       48,701                  (5,607)     (3,470)               43,713 
 
  Profit for the year                         -            -                        -       9,926                9,926 
Foreign exchange translation 
 differences                                  -            -                    (506)           -                (506) 
Tax relating to items that may 
 be reclassified to profit or loss            -            -                       66           -                   66 
-------------------------------------  --------  -----------  -----------------------  ----------  ------------------- 
Total comprehensive income for 
 the year                                     -            -                    (440)       9,926                9,486 
 
Share based payments credit                   -            -                        -          10                   10 
 
Balance at 31 December 2021               4,089       48,701                  (6,047)       6,466               53,209 
 
Profit for the year                           -            -                        -      16,606               16,606 
Foreign exchange translation 
 differences                                  -            -                  (2,475)           -              (2,475) 
Tax relating to items that may 
 be reclassified to profit or loss            -            -                        -           -                    - 
-------------------------------------  --------  -----------  -----------------------  ----------  ------------------- 
Total comprehensive income for 
 the year                                     -            -                  (2,475)      16,606               14,131 
 
Share based payments credit                   -            -                        -           -                    - 
 
Balance at 31 December 2022               4,089       48,701                  (8,522)      23,072               67,340 
=====================================  ========  ===========  =======================  ==========  =================== 
 

THE QUARTO GROUP, INC.

Condensed Consolidated Cash Flow Statement

For the year ended 31 December 2022

 
                                                                 Year ended    Year ended 
                                                                31 December   31 December 
                                                                       2022          2021 
 
                                                         Note          $000          $000 
 
           Profit for the year                                       16,606         9,926 
           Adjustments for: 
     Net finance costs                                      4         1,213         1,796 
     Depreciation of property, plant and equipment                    2,029         1,741 
     Software amortization                                               50           101 
     Tax expense                                            5         4,279         4,230 
     Impairment of right-to-use assets                                  228             - 
     Loss on disposal of property, plant and 
      equipment                                                           3             - 
     Loss on disposal of SmartLab                           3         1,498             - 
     Forgiveness of Cares Act Loan                          3       (2,272)             - 
     Share based payments                                                 -            10 
     Amortization of acquired intangibles                                 -             7 
     Amounts expensed work-in-progress                      8         2,875         4,333 
     Amortization and impairment of pre-publication 
      costs                                                 8        16,331        26,567 
-----------------------------------------------------  ------  ------------  ------------ 
           Operating cash flows before movements 
            in working capital                                       42,840        48,811 
 
               Increase in inventories                              (3,299)       (5,036) 
   Decrease/(increase) in receivables                                 8,594       (7,106) 
    (Decrease)/increase in payables                                (17,119)         4,035 
-----------------------------------------------------  ------  ------------  ------------ 
           Cash generated by operations                              31,016        40,704 
 
           Income taxes paid                                        (7,561)       (3,053) 
-----------------------------------------------------  ------  ------------  ------------ 
 
Net cash from operating activities                                   23,455        37,651 
-----------------------------------------------------  ------  ------------  ------------ 
 
Investing activities 
Proceeds from sale of SmartLab                              3         1,437             - 
Investment in pre-publication costs                         8      (18,067)      (20,229) 
Purchases of property, plant and equipment                          (1,238)         (111) 
 
Net cash used in investing activities                              (17,868)      (20,340) 
-----------------------------------------------------  ------  ------------  ------------ 
 
Financing activities 
Interest payments                                                     (397)       (1,866) 
Lease payments                                                      (1,708)       (1,426) 
Drawdown of revolving credit facility 
 and other loans                                                      1,500        22,994 
Repayment of revolving credit facility 
 and other loans                                                   (19,693)      (30,840) 
 
Net cash used in financing activities                              (20,298)      (11,138) 
-----------------------------------------------------  ------  ------------  ------------ 
 
Net (decrease)/increase in cash and 
 cash equivalents                                                  (14,711)         6,173 
 
Cash and cash equivalents at beginning 
 of year                                                             28,432        22,079 
 
Foreign currency exchange differences 
 on cash and cash equivalents                                         (431)           180 
-----------------------------------------------------  ------  ------------  ------------ 
 
Cash and cash equivalents at end of 
 year                                                                13,290        28,432 
=====================================================  ======  ============  ============ 
 

THE QUARTO GROUP, INC.

Notes to the condensed financial statements

   1.   Basis of preparation 

The results have been extracted from the audited financial statements of the Group for the year ended 31 December 2022. The results do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Whilst the financial information included in this announcement has been computed in accordance with the principles of 'UK Adopted' International Financial Reporting Standards ("IFRS") and Companies Act 2006 that applies to companies reporting under IFRS, this announcement does not of itself contain sufficient information to comply with IFRS. The Group will publish full financial statements that comply with IFRS. The auditors have reported on these accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2022, will not have been filed with the Registrar of Companies. The accounting policies applied are consistent with those described in the Annual Report & Accounts for the year ended 31 December 2022.

The Group financial statements are presented in US Dollars and all values are shown in thousands of dollars ($000) rounded to the nearest thousand dollars, except where otherwise stated. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Going Concern

The Board assessed the Group's ability to operate as a going concern for at least the next 12 months from the date of signing the financial statements.

The Directors have considered the underlying robustness of the Group's business model, products and proposition and its recent trading performance, cash flows and key performance indicators. They have also reviewed the cash forecasts prepared in detail to 31 March 2024. This is to satisfy themselves of the going concern assumption used in preparing the financial statements. The base case model was built using a detailed sales forecast driven by the publishing program for 2023. Trade receivable days remaining consistent with 2022.

As part of this work, the model was sensitized initially by a 5% reduction in revenue to ensure headroom within the covenants. This is deemed as a severe but plausible scenario. Management performed a reverse stress test to assess the point in which the banking covenants were breached. This occurred at a reduction in revenue of 13%. It is considered unlikely that such a reduction of revenue would occur, given, sales dropped 7% in 2022 and dropped 7% during 2020. Should we start to see a reduction in revenue, then mitigating action will be taken, such as reduction in investment in pre-publication costs, print volumes, staffing levels and other variable costs.

Based on the above indications, the Directors believe that it remains appropriate to continue to adopt the going concern in preparing the financial statements.

   2.   Operating segments 

The analysis by segment is presented below. This is the basis on which the operating results are reviewed and resources allocated by the Chief Executive Officer, who is deemed to be the chief operating decision maker.

 
                                                      US            UK 
 2022                                         Publishing    Publishing     Total 
                                                    $000          $000      $000 
 External revenue - continuing operations         75,329        65,688   141,017 
                                            ============  ============  ======== 
 
 Operating profit before amortization 
  of acquired intangibles and exceptional 
  items                                           10,608        11,875    22,483 
 Amortization of acquired intangibles                  -             -         - 
                                            ------------  ------------  -------- 
 Segment result                                   10,608        11,875    22,483 
 Unallocated corporate expenses                                          (1,159) 
 Corporate exceptional items (note 
  3)                                                                         774 
                                                                        -------- 
 Operating profit                                                         22,098 
 Finance costs                                                           (1,213) 
                                                                        -------- 
 Profit before tax                                                        20,885 
 Tax                                                                     (4,279) 
                                                                        -------- 
 Profit after tax                                                         16,606 
                                                                        ======== 
 
 
 
 
   2021                                      US Publishing   UK Publishing     Total 
                                                      $000            $000      $000 
 External revenue - continuing operations           81,062          70,421   151,483 
                                            ==============  ==============  ======== 
 
 Operating profit before amortization 
  of acquired intangibles and exceptional 
  items                                             10,024           7,001    17,025 
 Amortization of acquired intangibles                  (7)               -       (7) 
                                            --------------  --------------  -------- 
 Segment result                                     10,017           7,001    17,018 
 Unallocated corporate expenses                                              (1,066) 
 Corporate exceptional items (note 
  3)                                                                               - 
                                                                            -------- 
 Operating profit                                                             15,952 
 Finance costs                                                               (1,796) 
                                                                            -------- 
 Profit before tax                                                            14,156 
 Tax                                                                         (4,230) 
                                                                            -------- 
 Profit after tax                                                              9,926 
                                                                            -------- 
 

Segmental balance sheet

 
                                                        2022     2021 
                                                        $000     $000 
    Quarto Publishing Group USA                       65,945   54,313 
    Quarto Publishing Group UK                        49,590   71,877 
    Unallocated (Deferred tax and cash)               13,311   30,772 
    Total Assets                                     128,846  156,962 
                                                     =======  ======= 
 
    Quarto Publishing Group USA                       21,175   28,472 
    Quarto Publishing Group UK                        22,265   30,351 
    Unallocated (Deferred tax, corporation tax and 
     debt)                                            18,066   44,930 
    Total Liabilities                                 61,506  103,753 
                                                     =======  ======= 
 
 
          2. Operating segments (continued) 
 
           Geographical revenue 
 The Group operates in the following geographical 
  areas: 
                                                                   Non-current 
                                                    Revenue         assets 
                                                  2022      2021     2022     2021 
                                                  $000      $000     $000     $000 
 United States of America                       85,397    93,399   28,908   31,333 
 United Kingdom                                 17,052    20,241   22,865   23,126 
 Europe                                         23,099    21,204        -        - 
 Rest of the world                              15,469    16,639        -        - 
 Total                                         141,017   151,483   51,773   54,459 
============================================  ========  ========  =======  ======= 
 
   3.     Exceptional items 
 
                                  2022   2021 
                                  $000   $000 
 
 SmartLab disposal             (1,498)      - 
 Cares Act loan forgiveness      2,272      - 
 
 Total                             774      - 
============================  ========  ===== 
 

On 30 August 2022, the Group publicly announced that we were committed to sell SmartLab, our toy imprint. On 1 September 2022, the intellectual property of SmartLab to the value of $1.825m was sold for $0.5m. Sales were continued to be made until 29 November 2022, when the inventory on hand of $1.11m was sold at cost for $1.088m. The overall loss on disposal was $1.498m after incurring legal fees of $31k and redundancy costs of $120k.

During 2022, the Cares Act loan of $2.422m relating to government support given under the Coronavirus Aid, Relief and Economic Security Act of the USA, was forgiven to the value of $2.272m.

   4.     Finance costs 
 
                                                  2022    2021 
                                                  $000    $000 
 
 Interest expense on borrowings                    778   1,399 
 Amortization of debt issuance costs and bank 
  fees                                              70      85 
 Interest expense on lease liabilities             365     276 
 Other interest                                      -      36 
----------------------------------------------  ------  ------ 
 Total                                           1,213   1,796 
==============================================  ======  ====== 
 
   5.     Taxation 
 
                                                                      2022     2021 
                                                                      $000     $000 
    Corporation tax 
    C urrent year                                                    3,477    6,209 
    Prior periods                                                      201        - 
                                                         -----------------  ------- 
    Total current tax                                                3,678    6,209 
                                                         -----------------  ------- 
    Deferred tax 
     Origination and reversal of temporary differences                 601  (1,979) 
-------------------------------------------------------  -----------------  ------- 
Total tax expense                                                    4,279    4,230 
=======================================================  =================  ======= 
 
   5.     Taxation (continued) 

Corporation tax on UK profits is calculated at 19% (2021: 19%), based on the UK standard rate of corporation tax of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rate prevailing in the respective jurisdictions. An increase in the UK corporation rate from 19% to 25% is effective 1 April 2023. The table below explains the difference between the expected expense at the UK statutory rate of 19% and the total tax expense for the year.

 
                                                      2022    2021 
                                                      $000    $000 
 
 
      Profit before tax                             20,885  14,156 
                                                    ------  ------ 
 
      Tax at the UK corporation tax rate of 19% 
      (2021: 19%)                                    3,968   2,690 
    Effect of different tax rates of subsidiaries 
     operating in other jurisdictions                  813   1,058 
    Adjustment to prior years                          201       - 
    T ax effect of items that are not deductible 
     in determining taxable profit                    (10)    (16) 
    Tax effect of non-taxable items                  (587)       - 
    Other                                            (106)     498 
                                                    ------  ------ 
    Tax expense                                      4,279   4,230 
                                                    ======  ====== 
 
    Effective tax rate for the year                  20.5%   29.9% 
                                                    ======  ====== 
 
   6.     Earnings per share 
 
                                                             2022         2021 
                                                             $000         $000 
 
 From continuing operations 
 Profit for the year                                       16,606        9,926 
 Amortization of acquired intangibles (net of 
  tax)                                                          -            5 
 Exceptional items (net of tax)                           (1,160)            - 
                                                      -----------  ----------- 
 Earnings for the purposes of adjusted earnings 
  per share                                                15,446        9,931 
====================================================  ===========  =========== 
 
 Number of shares                                          Number       Number 
 Weighted average number of ordinary shares            40,889,100   40,889,100 
 Diluted weighted average number of ordinary 
  shares                                               40,889,100   40,889,100 
----------------------------------------------------  -----------  ----------- 
 
 Earnings per share (cents) - continuing operations 
 Basic                                                       40.6         24.3 
 Diluted                                                     40.6         24.3 
 
 Adjusted earnings per share (cents) 
 Basic                                                       37.8         24.3 
 Diluted                                                     37.8         24.3 
 
 
   7.     Goodwill 
 
                                             2022       2021 
                                             $000       $000 
 Cost 
 At 1 January                              43,007     43,102 
 Exchange differences                       (664)       (95) 
 At 31 December                            42,343     43,007 
======================================  =========  ========= 
 
 Accumulated impairment losses 
 At 1 January                            (23,721)   (23,721) 
 Impairment                                     -          - 
 Exchange differences                           -          - 
--------------------------------------  ---------  --------- 
 At 31 December                          (23,721)   (23,721) 
======================================  =========  ========= 
 
   Carrying value: 
 At 31 December                            18,622     19,286 
--------------------------------------  ---------  --------- 
 
 The cash generating units containing 
  goodwill are as follows: 
                                             2022       2021 
                                             $000       $000 
 
 Quarto Publishing Group USA 
  (QUS)                                    12,882     12,882 
 Quarto Publishing Group UK 
  (QUK)                                     5,740      6,404 
--------------------------------------  ---------  --------- 
                                           18,622     19,286 
======================================  =========  ========= 
 

Quarto identifies its cash-generating units based on its operating model and how data is collected and reviewed for management reporting and strategic planning purposes, in accordance with IAS36 - Impairment of Assets. Corporate overheads have been divided between cash-generating units and factored into the value in use calculation.

The recoverable amount of each cash generating unit ('CGU') is determined using the value in use basis. In determining value in use, management prepares a detailed bottom up budget for the initial twelve-month period, with reviews conducted at each business unit. A further two years are forecast using relevant growth rates and other assumptions. Cash flows beyond the three-year period are extrapolated into perpetuity, by applying a 2% growth rate from the addressable market. The cashflows are then discounted using a country-specific discount rate. The growth rates used are consistent with the growth expectations for the sector in which the company operates and the discount rate has been calculated using pre-tax Weighted Average Cost of Capital analysis.

The key assumptions for calculating value in use are:

 
                              Terminal Growth 
                                        Rates                 Discount Rates 
-------------------------  ==================  ============================== 
                               2022      2021            2022            2021 
=========================  ========  ========  ==============  ============== 
United States of America   2%        2%        10.75%          11.13% 
-------------------------  --------  --------  --------------  -------------- 
United Kingdom             2%        2%        11.13%          10.86% 
=========================  ========  ========  ==============  ============== 
 

Revenue growth rates: forecast sales growth rates are based on those applied to the Board approved budget for the year ending 31 December 2023 and three-year plan. They incorporate future expectations of growth driven by investment plans for each CGU.

Long-term growth rates: the three-year forecasts are extrapolated to perpetuity on the basis that the CGU's are long-established business units. The long-term growth rates are blended rates formed from the territory-specific long-term growth rates.

Gross margins: gross margins are based on historic performance and expected changes to the sales mix in future periods.

The Group has undertaken various sensitivities of the QUK and QUS CGU's. There were no reasonably possible changes in QUK that would lead to impairment. QUS, which has the largest goodwill and non-current assets, carries a greater risk that reasonably possible changes would result in impairment. Based on the above long-term growth rate and discount rate, QUS exceeded the carrying value of the CGU by $4.3m. The following sensitivities were applied to this CGU:

-- 0.75% increase in discount rate, at which level there was no impairment. The recoverable amount exceeded the carrying value of the CGU by $0.1m. The discount rate would need to increase to 11.75% to record any impairment.

-- 1.5% terminal growth rate, at which level there was no impairment. The recoverable amount exceeded the carrying value of the CGU by $2m. The terminal growth rate would need to be 1% before any impairment was recorded.

Should there be a headline change in revenues and margins, this could create an impairment.

   8.     Intangible assets: Pre-publication costs 
 
                                   2022       2022     2022       2021       2021     2021 
                                   $000       $000     $000       $000       $000     $000 
============================  =========  =========  =======  =========  =========  ======= 
                                Work in  Published             Work in  Published 
                               progress   products    Total   progress   products    Total 
============================  =========  =========  =======  =========  =========  ======= 
Cost 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
At 1 January                  10,105     102,528    112,633  11,442     86,496     97,938 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Exchange difference           (456)      (7,240)    (7,696)  (64)       (1,037)    (1,101) 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Additions                     18,067     -          18,067   20,229     -          20,229 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Transfers                     (16,036)   16,036     -        (17,069)   17,069     - 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Amounts expensed(1)           (2,875)    -          (2,875)  (4,433)    -          (4,433) 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Disposals (note 5)            (626)      (4,072)    (4,698)  -          -          - 
============================  =========  =========  =======  =========  =========  ======= 
At 31 December                8,179      107,252    115,431  10,105     102,528    112,633 
============================  =========  =========  =======  =========  =========  ======= 
 
Amortization and impairment 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
At 1 January                  -          82,692     82,692   -          57,025     57,025 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Exchange difference           -          (6,193)    (6,193)  -          (900)      (900) 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Amortization charge           -          17,060     17,060   -          19,808     19,808 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
(Reversal)/impairment 
 of published product         -          (729)      (729)    -          6,759      6,759 
----------------------------  ---------  ---------  -------  ---------  ---------  ------- 
Disposals (note 5)            -          (2,872)    (2,872)  -          -          - 
============================  =========  =========  =======  =========  =========  ======= 
At 31 December                -          89,958     89,958   -          82,692     82,692 
============================  =========  =========  =======  =========  =========  ======= 
 
Net book value                8,179      17,294     25,473   10,105     19,836     29,941 
============================  =========  =========  =======  =========  =========  ======= 
 

1 Amounts expensed relate to the impairment of Work-In-Progress. Titles which have no economic future are impaired.

The carrying amount of the intangible assets is reviewed annually at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow valuation.

Pre-publication costs form part of the carrying value of the CGU for each segment and are considered for impairment of goodwill as set out in note 7.

   9.     Alternative performance measures 

The Group uses alternative performance measures to explain and judge its performance.

Adjusted operating profit excluding amortization of acquired intangibles and exceptional items. The Directors consider this to be a useful measure of the Group operating performance as it shows the performance of the underlying business.

Exceptional items are those which the Group defines as significant items outside the scope of normal business that need to be disclosed by virtue of their size or incidence.

Free cashflow is the cash generated by operations less pre-publication investment and purchases of property, plant and equipment and software.

Backlist % refers to book titles that were published in previous calendar years and is a key measure of the performance of our intellectual property assets.

Intellectual property development spend refers to the amounts spent annually on the creation and publication of book titles against which we monitor subsequent sales (see note 8).

 
 
                                                                     2022     2021 
                                                                     $000     $000 
    Adjusted Operating Profit 
    Operating profit                                               22,098   15,952 
    Add back: 
    Amortizatio n of acquired intangibles                               -        7 
    Exceptional items (note 3)                                      (774)        - 
                                                                  -------  ------- 
    Adjusted operating profit                                      21,324   15,959 
 
    Adjusted profit before tax befor e amortization of acquired 
     intangibles and exceptional items 
    Adjusted operating profit befor e amortization of acquired 
     intangibles and exceptional items                             21,324   15,959 
    Less: net finance costs                                       (1,213)  (1,796) 
                                                                  -------  ------- 
    Adjusted profit before tax befor e amortization of acquired 
     intangibles and exceptional items                             20,111   14,163 
                                                                  =======  ======= 
 
                                                                     2022     2021 
                                                                     $000     $000 
 

Net debt

 
    Short term borrowings           4,636     5,438 
    Long term borrowings            9,301    28,508 
    Cas h and cash equivalents   (13,290)  (28,432) 
                                 --------  -------- 
    Net debt                          647     5,514 
                                 ========  ======== 
 
   10.          Post balance sheet events 

Quarto repaid the remaining loan of $8m plus accrued interest to 1010 Printing Limited in February 2023. This repayment was made outside the agreement due to a favorable liquidity position at this point in time and had been agreed by the bank. No additional charges will be payable as a result of the early repayment.

   11.          Principal risks and uncertainties facing the Group 

a. Economic conditions. The Group has adequate liquidity with up to $22m in available debt facilities. In addition, the Directors have the ability to take a number of mitigating actions, including the reduction of spend on pre-publication costs, inventory printings and other discretionary items. The Group offers non-Chinese printing for customers in order to avoid US tariffs on books. The Company's management information systems allow it to assess sales performance quickly and so take the appropriate steps to maximize operating performance. The Group has shown itself to be adaptable by quickly accommodating the changes necessary to its sales and marketing activities during the Covid-19 pandemic and to subsequent supply chain pressures. The Group has a very limited exposure to the Russian and Ukrainian markets.

b. Currency. The Group has a natural hedge that mitigates against currency movements impacting its earnings in that one of its largest costs, which is print costs, are paid in US Dollars.

c. Loss of intellectual property. A cloud storage solution is integrated into our production workflow to provide storage, back-up and recovery services for product files in development. Complete backlist archives are stored in a mirrored storage array.

d. Financial. In 2021, a three year and five months banking facility of $20m was secured, together with additional shareholder support. Performance during 2022 allowed the Company to accelerate its debt reduction.

e. Customer. The Group has a long-established strategy of diversifying its international customer base, including specialty retailers, resulting in the fact that with one exception no customer has over 20% of the business. Customer relations are managed to ensure a fair-trading relationship. Management monitors debts closely and maintains close relationships with its customers, and distributors, which may provide prior warning of likely failure. The Group continues to adapt to supporting online selling and continues to offer and promote e-book versions of its books.

f. Supply chain and raw materials. The Group maintains relationships with printers in other parts of the world and is confident that printing could be carried out by an alternative range of printers if supply from China was interrupted or to mitigate shipping costs. We maintain close relations with our printers, reducing the risk of a lack of knowledge of any printer being in financial trouble. The Group has worked with its major printers on a plan to adopt sustainable paper and recently instituted a Forest Stewardship Council (FSC) paper or Sustainable Forestry Initiative (SFI) paper policy across all our imprints.

By monitoring frequency of factory downtime from acute climate events (days lost) and using forecasting data as part of scenario planning to model chronic climate change, the Company will be better prepared in the selection of global suppliers. Further development of internal scenario planning tools, and through working more closely with suppliers on identified risks, the Group can mitigate the potential impact of longer-term climate changes and ensure security of supply. Acute interruptions to either raw materials or manufacturing are mitigated by maintaining a flexible manufacturing supplier base. The Group can mitigate the impact of regional climate events by relocating manufacturing globally. This approach was tested successfully during the Covid-19 pandemic.

g. Cyber security. The Group uses enterprise level firewalls and IT controls to prevent attack as well as maintaining cloud-based copies and offsite back-up of IP. Computerized files of the Group's books are also maintained by printers. We do not store any personal or credit card data on our websites www.quarto.com or

www.quartoknows.com.   The Group undertakes industry standard system penetration testing. 

h. Transition to net zero economy. By engaging in its own emissions-reducing ambitions and as supply sectors themselves transition towards net-zero practices, the Group will be better placed to address climate-related transitional risks. Increasing our engagement at industry level will support establishment of best practice approaches.

The Group continues to engage with customers and explore emerging channels to ensure that the Group remains competitive. By working in partnership with customers the Company will be better placed to mitigate these risks. We have also used insight gained from Ivy Eco, an environmentally led imprint launched in 2020, to better understanding market forces and customer levers. The Company has also established a register identifying the environmental offerings available through its global supplier base to ensure that all customer climate-related needs can be met.

j. Product safety. All components receive safety testing from specialist and accredited independent third parties. Management carefully selects suppliers for the components the Company uses.

The Company continues to monitor the regulatory impact of product testing following the UK's departure from the European Union and maintains a European presence to ensure compliance with European Union Product Safety legislation following the UK's departure from the European Union

k. Laws and regulations. Quarto reviews its licensing, permission-acquisitions and other contracts routinely receiving advice from relevant professional firms (including the possible impact of Brexit) so that legal instruments remain current and represent best practices so that we ensure that our practices are aligned and consistent across imprints, and Quarto's IP rights are properly protected.

l. People. Quarto's Publishers are experienced and talented professionals who work alongside sales and marketing teams and strive to stay close to publishing trends and markets. The Group encourages diversity and inclusion in its workforce and offers competitive market rate remuneration packages and works hard to make Quarto an attractive place to work. The Group operates a flexible hybrid working regimen.

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END

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