REG - Quarto Group Inc - Final Results <Origin Href="QuoteRef">QRT.L</Origin> - Part 2
31/03/2017 07:06
- Part 2: For the preceding part double click ID:nRSe1050Ba
Net (decrease)/increase in cash and cashequivalents (5,712) 2,781
Cash and cash equivalents at beginning ofyear 25,059 23,110
Foreign currency exchange differences on cash and cashequivalents (523) (832)
Cash and cash equivalents at end of year 18,824 25,059
NOTES TO THE CONDENSED ACCOUNTS
(UNAUDITED)
1. Basis of preparation
The financial information set out in this statement does not constitute the
Group's Annual Report for the year ended 31 December 2016 prepared in
accordance with the Companies Act 2006 as applicable to overseas companies.
The financial information for the year ended 31 December 2015 has been
extracted from the statutory financial statements, except for the prior year
restatement. The statutory financial statements for the year ended 31
December 2015, including an unmodified auditor's report, have been delivered
to the Registrar of Companies. The audit for the year ended 31 December 2016
is not yet complete. The financial information contained within this
preliminary announcement was approved by the Board on 27 March 2016.The
financial statements will be finalised on the basis of the financial
information presented by the Directors in this preliminary announcement and
will be delivered to the Registrar of Companies following the Company's annual
meeting.
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. The accounting policies
used have been applied consistently and are described in full in the statutory
financial statements for the year ended 31 December 2015.
On the basis of the cash flows generated by the business and the headroom
available on the bank facilities the Directors are confident that the Group
has adequate resources to continue in operational existence for the
foreseeable future and, accordingly, consider that it is appropriate to
continue to adopt the going concern basis of accounting in preparing the
financial statements. Note 7 provides additional information on the Group's
banking covenants and sensitivity.
Change in estimate
During the year, the Group undertook a review of useful lives of the
pre-publications costs incurred in the development of book titles prior to
publication. The review resulted in the change in useful life of certain
imprints to a three-year useful life in accordance with IAS 8 - Accounting
Polices, Changes in Accounting Estimates and Errors, the revisions were
accounted for prospectively as a change in accounting estimate and as a result
the amortisation charge of the Group for the current financial year has been
reduced by $2.1m.
Restatement of prior year results
In the process of finalising the results of the Books and Gifts Direct
business for the year ended 31 December 2016, errors were uncovered in the
cut-off procedures and accounting for returns in relation to stock in transit
and the related liability accounts at BGD Australia. The errors related to
the value attributed to stock in transit at each of the three years ended 31
December 2016, 31 December 2015 and 31 December 2014 where detailed
examination has shown that supplier invoices for stock in transit were not
processed in the correct accounting period, nor was the correct accrual or
return provision recorded in the financial statements. The impact of these
errors has resulted in the lower operating margins for the year ended 31
December 2015.
The error was caused by a failure in controls relating to cut-off and
reconciliation procedures in respect of stock in transit and the related
purchase clearing accounts, and accounting for returns on certain products.
The error has now been corrected and impacts the Consolidated Income Statement
as follows:
· Cost of sales for the year ended 31 December 2015 increased by $0.7m from $122.8m to $123.5m which is included in the restated operating results for the year; and
· Opening retained earnings as at 1 January 2015 have been restated and decreased by $1.0m.
Expected tax losses of $0.5m have not been recognised as there is insufficient
evidence that future profits are available against which the losses could be
applied.
The impact on the Consolidated Balance Sheet as at 31 December 2015 and as at
31 December 2014 is:
2015 Adjustment 2015 2014 Adjustment 2014
$'000 $'000 $'000 $'000 $'000 $'000
As reported Restated As reported Restated
Inventories 26,147 (956) 25,191 24,851 (992) 23,859
Trade payables (63,076) (640) (63,716) (53,271) - (53,271)
Impact on net assets 55,040 (1,596) 53,444 50,735 (992) 49,743
Impact on total equity 55,040 (1,596) 53,444 50,735 (992) 49,743
2. Operating segments
The analysis by segment is presented below. This is based upon the operating
results reviewed by the Chief Executive Officer.
Year ended 31 December 2016
Quarto InternationalCo-EditionsGroup Quarto Publishing Group USA Quarto PublishingGroup UK Total Publishing QuartoHK Books& GiftsDirect Group
$000 $000 $000 $000 $000 $000 $000
External revenue 51,915 81,189 21,506 154,610 14,466 19,358 188,434
Operating profit/(loss) beforeamortisation of acquired intangibles and other exceptional items 9,372 9,589 2,777 21,738 1,589 (9,817)* 13,510
Amortisation of acquiredintangibles (253) (356) (45) (654) - (51) (705)
Segment result 9,119 9,233 2,732 21,084 1,589 (9,868) 12,805
Other exceptional items (note 3) - (191) - (191) - (6,206) (6,397)
9,119 9,042 2,732 20,893 1,589 (16,074) 6,408
Unallocated corporate expenses (4,749)
Operating profit/(loss) 1,659
Finance income 164
Financecosts (3,109)
Loss beforetax (1,286)
Taxation (3,991)
Loss aftertax (5,277)
* Includes exceptional impairment charge of $8.0m. Further detail included in
note 3.
Year ended 31 December 2015Restated(Note 1)
Quarto International Co-EditionsGroup Quarto Publishing Group USA Quarto Publishing Group UK Total publishing QuartoHK Book & Gifts Direct Group
$000 $000 $000 $000 $000 $000 $000
External revenue 50,147 72,441 22,765 145,353 14,752 22,060 182,165
Operating profit beforeamortisation of acquired intangibles and other exceptional items 6,351 8,884 3,302 18,537 1,487 882 20,906
Amortisation of acquiredintangibles (240) (346) (86) (672) - (52) (724)
Segment result 6,111 8,538 3,216 17,865 1,487 830 20,182
Other exceptional items (note 3) - - - - - - (445)
Unallocated corporateexpenses (4,431)
Operating profit/(loss) 15,306
Finance income 142
Financecosts (3,240)
Profit beforetax 12,208
Taxation (3,685)
Profit aftertax 8,523
2. Operating segments (continued)
Segmental balance sheet
2016 2015
$000 $000(Restated)
Quarto Publishing Group USA 110,010 92,154
Quarto Publishing Group UK 17,277 20,562
Quarto International Co-Editions Group 46,055 49,957
Quarto HK 6,591 7,811
Book & Gifts Direct 1,720 16,285
Unallocated (Deferred tax and cash) 20,987 25,077
Total Assets 202,640 211,846
Quarto Publishing Group USA 29,569 22,567
Quarto Publishing Group UK 5,851 7,848
Quarto International Co-Editions Group 18,668 23,246
Quarto HK 3,895 4,325
Book & Gifts Direct 5,141 5,829
Unallocated (Deferred tax and cash) 95,405 94,587
Total Liabilities 158,529 158,402
Geographical areas
Revenue Revenue
2016 2015
$000 $000(Restated)
United States ofAmerica 104,109 92,758
Australasia and FarEast 25,172 28,556
UnitedKingdom 20,900 24,150
Europe 26,303 24,453
Rest of theWorld 11,950 12,248
188,434 182,165
Revenues are allocated based on the country in which the customer is located,
irrespective of the origin of the goods.
3. Exceptional items
2016 2015
$000 $000
Impairment of BGD assets 7,997 -
Write-off of BGD goodwill 6,000 -
Write-off of BGD intangible assets 206 -
14,203 -
Acquisition costs 191 257
Aborted corporate transaction costs - 188
14,394 445
The impairment of assets comprises principally inventory of $1.9m, trade
receivables of $4.3m and property, plant and equipment of $1.1m. This
impairment and the write-off of goodwill and intangible assets reflect the
charges to reduce the carrying value of the assets of the Books & Gift Direct
to their recoverable value.
Acquisition costs relate to the purchase of the assets of becker&mayer and
Harvard Common Press (2015: purchase of The Ivy Press Limited).
4. Finance costs
2016 2015
$000 $000
Interest expense on borrowings 2,728 2,837
Amortisation of debt issuance costs 381 403
3,109 3,240
5. Taxation
2016 2015
$000 $000Restated(Note 1)
Current tax on profit for theyear 2,344 2,277
Total currenttax 2,344 2,277
Current year origination and reversal of temporarydifferences 1,647 1,408
Total deferred tax 1,647 1,408
Total tax 3,991 3,685
Corporation tax on UK profits is calculated at 20% (2015: 20.25%), 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. The table below explains the
difference between the expected expense at the UK statutory rate of 20% and
the total tax expense.
2016$000 2015$000Restated(Note 1)
Group excluding Books & Gifts Direct Books & Gifts Direct Group Group
(Loss)/profit beforetax 14,777 (16,063) (1,286) 12,208
Tax (credit)/charge at the UK corporation tax rate of 20% (2015:20.25%) 2,956 (3,213) (257) 2,472
Effect of different tax rates of subsidiaries operating in other jurisdictions 1,422 - 1,422 1,163
Other, includingtaxeffectofexpensesthatarenotdeductibleindetermining taxableprofit (347) 3,173 2,826 50
Tax expense 4,031 (40) 3,991 3,685
Effective tax rate for the year 27.3% - - 30.2%
6. Earnings per share
2016 2015
Group excluding BGD BGD Total Group excluding BGD BGD Total
$000 $000 $000 $000 $000 $000Restated(Note 1)
(Loss)/Profit attributable to owners of theparent 10,326 (16,023) (5,697) 8,115 20 8,135
Amortisation of intangible assets (net of tax) 473 36 509 508 18 526
Exceptional items (net of tax) 126 6,206 6,332 441 - 441
Adjusted profit/(loss) attributable to owners of the parent 10,925 (9,781) 1,144 9,064 38 9,102
Number Number Number Number
Weighted average number of shares 19,984,824 19,984,824 19,696,729 19,696,729
Diluted effect of outstanding share options 452,031 452,031 38,591 38,591
Diluted weighted average number of shares 20,436,855 20,436,855 19,735,320 19,735,320
Basic (loss)/earnings per share 51.7 (28.5) 41.2 41.3
Diluted (loss)/earnings per share 50.5 (28.5) 41.1 41.2
Adjusted earnings per share 54.7 5.7 46.0 46.2
Adjusted diluted earnings per share 53.5 5.6 45.9 46.1
7. Committed facilities and banking covenants
At 31 December 2016, the Group had a US$90m (2015:US$95m) syndicated bank
facility which is due to expire on 30 April 2019. These facilities are
subject to three principal covenants summarised below.
These facilities are subject to three principal covenants, namely:
Covenant 2016 2015
Consolidated net debt shall not exceed 2.75 times EBITDA 1.76 times 1.63 times
Consolidated adjusted operating profit shall exceed 3 times net interest payable 6.15 times 5.55 times
Cashflowshallexceed1.2timesDebtService 0.74 times 3.89 times
The cashflow cover covenant test was not passed at 31 December 2016; this does
not constitute a breach of the Group's banking facilities. The agreement
states that if on a quarter end test date the cashflow covenant test is not
complied with due to an adverse movement in working capital, then it shall not
constitute a breach provided that it is the first time that such
non-compliance has occurred, and on the following test date, the covenant is
complied with. The seasonality of the industry means there is always a degree
of sensitivity around the Group's working capital movements. Having
identified mitigating actions which would maintain working capital headroom in
such situations, the Directors are confident that the Group will comply with
all financial covenants for the foreseeable future.
8. Dividends
2016 2015
$000 $000
Interim dividend for the year ended 31 December 2016 of 5.13c/3.35p (2015: 5.13c/3.35p) per share 1,049 1,010
Final dividend for the year ended 31 December 2015 of 8.17c/4.95p (2014: 8.17c/4.95p) per share 1,853 1,492
2,902 2,502
Proposed final dividend for the year ended 31 December 2016 of 9.87c/7.95p (2015: 9.41c/6.15p) per share 2,018 1,853
The proposed final dividend is subject to approval by shareholders at the
Annual Meeting and has not been included as a liability in these condensed
financial statements.
The Quarto Group, Inc., as a US incorporated company, is required to collect
US dividend withholding taxes on dividend distributions made to its non-US
shareholders. The US dividend withholding tax is generally 30% of any
dividends paid to Quarto's non-US shareholders, but this amount can
potentially be reduced pursuant to an applicable income tax treaty between the
US and the country of residence of the non-US shareholder. For example, under
the US/UK income tax treaty, the US dividend withholding tax rate can range
from nil (applicable to certain UK resident pension trusts and tax exempt
entities) to 15% (applicable to UK resident individual shareholders and
certain UK corporate shareholders). For US shareholders, no US dividend
withholding tax is generally applicable. It should be noted that certain
documentation requirements must be met by all shareholders prior to the
payment of any dividends to certify their status as a US or non-US
shareholder, and, if a non-US shareholder to claim any applicable benefits
under the US/UK or other applicable income tax treaty. Each shareholder,
should consult their own tax adviser to determine whether and to what extent
they may be entitled to claim a reduced amount of US dividend withholding
taxes under a US income tax treaty.
9. Goodwill
2016 2015
$000 $000
Cost
At 1 January 40,448 41,423
Exchange differences (1,128) (1,244)
Recognised on acquisitions (see note 11) 3,105 269
At 31 December 42,425 40,448
Accumulated impairment losses
At 1 January 336 354
Exchange differences (55) (18)
Impairment 6,000 -
At 31 December 6,281 336
Net book value 36,144 40,112
The following units have significant carrying amounts of goodwill:
2016 2015
$000 $000
Quarto Publishing Group USA (QUS) 29,982 26,878
Quarto Publishing Group UK (QUK) 1,816 2,176
Quarto International Co-Editions Group (QIC) 4,346 5,145
Books & Gifts Direct, ANZ (BGD) - 5,913
36,144 40,112
9. Goodwill (continued)
The recoverable amount of each cash generating unit ('CGU') is based on the
value in use basis. In determining value in use, management prepare a detailed
bottom up budget, with reviews conducted at each business unit. Cash flows
beyond the budget period of twelve months are extrapolated into perpetuity, by
applying the growth rates applicable to each unit discounted to present value.
The key assumptions used in the value in use calculations were:
The discount rate has been calculated using Weighted Average Cost of Capital
analysis adjusted to derive the pre-tax discount rate. The rates applied to
each CGU were 14.57% (2015: 11.58%) pre-tax for QUS, 11.66% (2015: 12.17%) for
QUK and QIC and 15.60% (2015: 11.58%) for BGD which reflects current
assessments of the time value of money.
Cash flow growth rates are based on a short term forecast growth rate of 2%
(2015: 3%) for the next three years, and reverting to 3% (2015: 3%) into
perpetuity, to reflect the long term expected growth in each of the key
markets. Changes in selling prices and direct costs are based on experience
and expectations of future changes in the market.
Determining whether goodwill, specific to the US, is impaired requires an
estimation of the value of use of the CGU based on the key assumptions above.
The headroom of the QUS CGU as at 31 December 2016 was $5.0m (2015: $12.7m).
Neither a 0.9% decrease in the long term growth rate or a 0.6% increase in the
discount rate would have led to an impairment.
As a result of the anticipated disposals of the BGD businesses, the goodwill
related to these businesses has been fully impaired in the year.
10. Intangible assets: Pre-publication costs
2016 2015
$000 $000
Cost
At 1 January 151,733 117,077
Exchange differences (7,671) (2,217)
Additions 37,165 34,872
Acquisitions 564 2,001
At 31 December 181,791 151,733
Accumulated amortisation
At 1 January 92,290 59,543
Exchange differences (2,172) (511)
Charge for the year 30,540 33,258
At 31 December 120,658 92,290
Net book value 61,133 59,443
11. Acquisitions
becker&mayer
On 8 August 2016, the Group acquired the publishing business and net assets of
becker&mayer LLC ("becker&mayer") through its US subsidiary Quarto Publishing
Group USA Inc, for a consideration of $9.8m, together with a working capital
adjustment payment capped at $1.0m and further deferred contingent
consideration of up to $1.0m. Consideration of $2.3m was paid on completion.
A further $2.5m was paid in January 2017 and the remaining balance is payable
in separate tranches over the next three years.
If the acquisition had been completed on the first day of the financial year,
Group revenue for the year would have been $197.9m and Group loss for the year
would have been $6.1m. The revenue and operating profit of becker&mayer since
the date of acquisition included in the consolidated statement of
comprehensive income are $11.4m and $1.9m respectively.
Harvard Common Press
On 1 February 2016, the Group acquired selected assets of the publishing
business of The Harvard Common Press through its US subsidiary Quarto
Publishing Group USA Inc, for a consideration of $1.0m. Of the consideration
$0.1m was paid during the year ended 31 December 2015, a further $0.1m was
paid on completion of the acquisition and $0.4m was paid in July 2016. The
final payment of $0.4m was made in January 2017.
The revenue and operating profit of The Harvard Common Press since the date of
acquisition included the consolidated statement of comprehensive income is
$1.3m and $0.4m respectively. There would be no difference in these results
had the acquisition completed on the first day of the financial year.
11. Acquisitions (continued)
These companies were acquired because of their strategic fit within the Group.
The transaction costs of $191,000 were incurred in relation to the acquisition
(note 3). The transaction has been accounted for under the acquisition
method. The goodwill arising on these acquisitions is largely attributable to
the anticipated incremental sales and cost synergies achievable as part of The
Quarto Group and is expected to be deductible for tax purposes.
The fair value of acquired assets and liabilities is summarised below.
becker&mayerFairvalues$000 Harvard Common PressFair Values$000
Net assetsacquired
Intangible assets - pre-publication costs 564 -
Other intangible assets - backlists 2,415 436
Property, plant andequipment 259 -
Inventories 2,461 297
Trade and otherreceivables 6,340 79
Trade and otherpayables (3,225) (551)
8,814 261
Goodwill 2,332 773
Total consideration 11,146 1,034
Satisfied by:
Cash 2,300 230
Loan notes 7,319 804
Contingent consideration arrangements 1,527 -
Total 11,146 1,034
Net cash outflow arising onacquisitions in the year
Cash consideration 2,300 502
The goodwill for becker&mayer is provisional, using an estimate of fair value
and will be reviewed and adjusted in the next 12 months if necessary.
12. Post balance sheet events
On 24 March 2017, the Group announced the disposal of its 75% interest in
Regent Publishing Services Ltd, its Hong Kong based publishing services
business.
The consideration for the disposal is $7.0m together with a payment of $2.5m
(HK$19.5m) for the group's share of the excess cash in the business, payable
in cash on completion, which is expected to take place on 31 March 2017. The
business was sold to 1010 Printing Group Ltd, a Hong Kong based printing
business listed on the Hong Kong Stock Exchange. The consideration will be
used to reduce the Group's net debt.
For the 12 months ended 31 December 2016, Regent Publishing Services Ltd
recorded a profit before tax of $1.6m and had net assets of $6.6m. The
disposal is likely to result in an exceptional profit of $3.3m.
On 27 March 2017, the Group announced the disposal of BGD Australia which has
been acquired by Zooom Pty Limited (as trustee for the Zooom Investment
Trust), a company incorporated in Australia and formed for the purposes of
acquiring the business by a group comprising certain of the master franchisees
and former employees of the business in Australia. The consideration for the
sale of the company is A$1 and Quarto will also take an assignment of certain
debts owed by the master franchisees to BGD Australia of A$1.9m (US$1.4m)
which will repayable in monthly instalments over two years and are interest
bearing. The repayments will be used to reduce the Group's bank debt as they
are received. Quarto is entitled to receive 10% of the profit before interest
and tax of Zoom Pty Limited for the next 5 years.
13. Alternative performance measures
The Group uses alternative performance measures to explain and judge its
performance.
Adjusted operating profit excluding amortisation of acquired intangibles and
exceptional items. The Directors consider this to be a useful measure of the
Group operating performance as it approximates the underlying operating cash
flow.
Exceptional items are those which the Company defines as significant
non-recurring items outside the scope of normal business that need to be
disclosed by virtue of their size or incidence in order for the user to obtain
a proper understanding of the financial information.
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 10).
Inventory % of sales is the book value of inventory divided by total revenue
for the year. Inventory turn is cost of sales divided by book value of
inventory and measures the number of times inventory is sold through the
business in a year.
2016 2015
$000 $000(Restated)
Adjusted Operating Profit
Operating profit 1,659 15,306
Add back:
Amortisationofacquiredintangibles 705 724
Exceptional items - other 6,397 445
Adjusted Operating profit 8,761 16,475
Add back/(deduct) Books & Gifts Direct Operating (loss)/profit 9,817 (882)
Adjusted Operating profit (Excluding BGD) 18,578 15,593
EBITDA(asdefinedinthecommittedfacilityagreement)
Adjustedprofitbeforetax, beforeamortisationofacquiredintangiblesand exceptionalitems 13,813 13,377
Netinterest 2,945 3,098
Depreciation 1,080 1,189
Amortisationofpre-publicationcosts 17,244 18,184
EBITDA, before exceptional items 35,082 35,848
Netdebt
Short termborrowings 5,000 5,000
Medium and longtermborrowings 75,748 79,562
Cashandcashequivalents (18,824) (25,059)
61,924 59,503
Adjusted Dividend Cover (excluding BGD)
Adjusted basic earnings per share (cents per share) 54.7 46.0
Total Dividend for the year (cents per share) 15.0 14.5
Dividend cover (times) 3.6 3.2
14. Principal risks and uncertainties
a. Customer risk. The Group operates across many of the major world
economies including the USA, United Kingdom, Europe, Australia, New Zealand
and Hong Kong and our revenues and profits depend on the general state of the
economies in these territories. Another recessionary environment in our key
USA and UK markets could have a significant impact on the financial status of
some of our key customers and their ability to pay their debts to us. We
monitor debts closely and maintain close relationships with all major
customers that may provide prior warning of likely failure.
b. Currency risk. The Group's businesses operate in a number of different
currencies giving rise to a risk of exchange loss due to fluctuating exchange
rates. We have hedging and currency swaps in place. We have a natural hedge
that mitigates against currency movements impacting our earnings in that one
of our largest costs which is print costs are paid in US Dollars. Borrowings
have been taken out in different currencies to mitigate risk of currency
movements impacting our net assets.
c. Loss of intellectual property. As we are an owner of intellectual
property, a lot of which is digitally stored and accessed, the security and
strength of our information technology systems is very important. Because of
its importance, we regularly review our storage and back-up routines and
disciplines and are in the process of introducing a new title management
system for our publishers that will improve the security of and access to our
intellectual property.
d. Economic risk. A sudden downturn in revenues or profits caused by a
global recession or through the impact of currency movements could reduce
consumer discretionary spending which might result in a reduction in
profitability and operating cashflow. The group has over $90m in debt
facilities available but in addition, in the event of such a reduction in
profits and/or cashflow, the Directors have the ability to take a number of
mitigating actions including the reduction of discretionary spend on
pre-publication costs.
e. Supply chain risk. The Group uses a number of print suppliers to print
its books, many of whom are based in Southern China. There is a risk that an
interruption in the availability of printing services in Southern China could
result in an interruption in the printing and distribution of new books to
customers. The group maintain relationships with printers in other South East
Asian countries, Eastern Europe, the UK and the USA and are confident that
printing could be carried out by an alternative range of printers if supply
from China was interrupted.
f. Cyber security risk. Like many organisations, the group is at risk
from cyber attack. This presents a potentially serious risk disruption to
production process and could have a significant impact on the probability of
the business and the security of intellectual property assets. The Group uses
firewalls and IT controls to prevent attack as well as maintaining offsite
backup of intellectual property. Computerised files of the Group's books are
also retained by printers.
15. Directors responsibilities statement
The Directors confirm that to the best of their knowledge:
a. The condensed financial statements, prepared in accordance with the
applicable set of accounting standards give a true and fair view of the
assets, liabilities, financial position and profit or loss of the company and
the undertakings included in the consolidation taken as a whole; and
b. The Business Review, which will be incorporated into the Directors'
Report of the financial statements, will include a fair review of the
development and performance of the business and the position of the company
and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties they face.
This information is provided by RNS
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