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REG - Quarto Group Inc - Final Results

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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 £1m 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

 

                                                                               Note  Year ended         Year ended

                                                                                     31 December 2022   31 December 2021

                                                                                     $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        21,324             15,959
 items

 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 2021

                                                                     31 December 2022

                                                                                                    $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

 

                                           Note  31 December 2022

                                                                   31 December 2021

                                                 $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

 

                                                                   Share capital  Paid in surplus               Translation               Retained earnings   Equity attributable to owners of the parent

reserve
                                                                   $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

                                                                         Note   31 December 2022   31 December 2021

                                                                                $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.

 

 2022                                                                          US           UK

                                                                               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  10,608       11,875           22,483
 items
 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

 

 

                                                                               US Publishing  UK Publishing      Total

 2021
                                                                               $000           $000               $000
 External revenue - continuing operations                                      81,062         70,421             151,483

 Operating profit before amortization of acquired intangibles and exceptional  10,024         7,001              17,025
 items
 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:
                                            Revenue                                Non-current 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
 Current year                                        3,477  6,209
 Prior periods                                       201    -
 Total current tax                                   3,678  6,209
 Deferred tax                                        601    (1,979)

 Origination and reversal of temporary differences
 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

                                                                                 20,885  14,156

 Profit before tax
                                                                                 3,968   2,690

 Tax at the UK corporation tax rate of 19% (2021: 19%)
 Effect of different tax rates of subsidiaries operating in other jurisdictions  813     1,058
 Adjustment to prior years                                                       201     -
 Tax 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 progress  Published products  Total    Work in progress  Published 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:
 Amortization of acquired intangibles                                        -        7
 Exceptional items (note 3)                                                  (774)    -
 Adjusted operating profit                                                   21,324   15,959

 Adjusted profit before tax before amortization of acquired intangibles and
 exceptional items
 Adjusted operating profit before amortization of acquired intangibles and   21,324   15,959
 exceptional items
 Less: net finance costs                                                     (1,213)  (1,796)
 Adjusted profit before tax before amortization of acquired intangibles and  20,111   14,163
 exceptional items

                                                                             2022     2021
                                                                             $000     $000

Net debt

 Short term borrowings      4,636     5,438
 Long term borrowings       9,301     28,508
 Cash 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  FR EANDFDESDEEA

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