<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the months of AUGUST 2000
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QUEBECOR WORLD INC. (FORMERLY KNOWN AS QUEBECOR PRINTING INC.)
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(Translation of Registrant's Name into English)
612 Saint-Jacques Street, Montreal, Quebec, Canada H3C 4M8
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(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F)
Form 20-F Form 40-F X
----- -----
(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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PAGE 1 OF 16
<PAGE>
PRESS RELEASE
AND
SECOND QUARTERLY REPORT
OF
QUEBECOR WORLD INC.
FILED IN THIS FORM 6-K
Documents index
1. Press Release dated August 3, 2000 (#21/00);
2. Material sent to shareholders by Montreal Trust Company on August 25, 2000:
- Quarterly Report (ending June 30, 2000)
PAGE 2 OF 16
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AUGUST 3, 2000 21/00
FOR IMMEDIATE RELEASE PAGE 1 OF 1
QUEBECOR WORLD COMPLETES SALE OF ITS CD-ROM REPLICATION BUSINESS
MONTREAL - Quebecor World today announced it has closed the sale of its North
American CD replicating and fulfillment facilities in Fife, Washington and
Westborough, Massachusetts to Vancouver-based Q-Media for total consideration
of US$ 63 million. The sale price is comprised of US$ 42 million of cash, US$
21 million in other consideration ultimately convertible into Q-Media shares.
Charles Cavell, President and CEO of Quebecor World stated, "We are pleased
to confirm the transaction essentially completes our program to exit non-core
operations to allow us to focus on our core business. The cash component of
the sale price will be used for general corporate purposes, including, but
not limited to, the purchase of shares under the company's normal course
issuer bid announced in April. The equity component is indicative of our
confidence in the benefits of this strategic combination. The larger CD
replication company will be better positioned to efficiently serve its North
American blue chip clientele."
Quebecor World's European CD replication facilities were divested in a
private transaction completed in May. Terms were not disclosed.
Quebecor World Inc. (NYSE, TSE: IQW) is the largest commercial print media
services company in the world. The Company is a leader in most of its major
product categories, which include magazines, inserts and circulars, books,
catalogs, specialty printing and direct mail, directories, digital pre-media,
logistics, mail list technologies and other value added services. The Company
has over 40,000 employees working in more than 160 printing and related
facilities in the United States, Canada, France, the United Kingdom, Spain,
Austria, Sweden, Finland, Chile, Argentina, Peru, Columbia, Mexico and India.
- 30 -
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tony Ross
Director, Corporate Communications
Quebecor World Inc.
(514) 877-5317
(800) 567-7070
PAGE 3 OF 16
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Report to Shareholders
Second Quarter 2000
The Evolution of
Print Media
[QUEBECOR WORLD LOGO]
Page 4 of 16
<PAGE>
QUEBECOR WORLD INC.
FINANCIAL HIGHLIGHTS
Periods ended June 30
(In millions of US dollars, except per share data)
<TABLE>
<CAPTION>
Three months Six months
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2000 1999 Change 2000 1999 Change
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<S> <C> <C> <C> <C> <C> <C>
CONSOLIDATED RESULTS
Revenues 1,549.1 944.3 64% 3,179.5 1,854.8 71%
Operating income before amortization 255.9 145.2 76% 487.6 259.0 88%
Operating income 167.7 85.8 95% 305.9 142.3 115%
Net income 62.8 45.2 39% 100.4 68.4 47%
Cash provided from operating activities 216.9 164.4 32% 289.5 233.4 24%
Free cash flow from operations* 163.0 125.6 30% 205.9 163.7 26%
Operating margin before amortization 16.5% 15.4% 15.3% 14.0%
Operating margin 10.8% 9.1% 9.6% 7.7%
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SEGMENTED INFORMATION
REVENUES
United States 1,044.5 459.1 128% 2,176.6 925.4 135%
Canada 260.8 243.6 7% 508.3 464.1 10%
Europe 217.9 219.2 (1)% 445.2 422.3 5%
Latin America 26.2 22.9 14% 51.7 44.5 16%
OPERATING INCOME
United States 116.3 39.4 195% 215.8 63.4 240%
Canada 29.1 27.1 7% 49.2 43.6 13%
Europe 14.9 16.0 (7)% 28.3 27.5 3%
Latin America 1.2 1.5 (20)% 2.9 4.4 (34)%
OPERATING MARGINS
United States 11.1% 8.6% 9.9% 6.9%
Canada 11.2% 11.1% 9.7% 9.4%
Europe 6.8% 7.3% 6.4% 6.5%
Latin America 4.6% 6.6% 5.6% 9.9%
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PER SHARE DATA
Cash earnings** $ 0.51 $ 0.41 24% $ 0.86 $ 0.62 39%
Net income $ 0.41 $ 0.36 14% $ 0.65 $ 0.54 20%
Dividends $ 0.08 $ 0.07 $ 0.15 $ 0.14
Book value $ 14.58 $ 12.42
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FINANCIAL POSITION
Working capital 157.8 267.0
Total assets 6,529.8 3,859.1
Long-term debt 2,643.7 1,039.8
Shareholders' equity 2,359.4 1,735.1
Debt-to-equity ratio 53:47 37:63
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</TABLE>
* Cash provided from operating activities, less capital expenditures net of
proceeds from disposals, and preferred share dividends.
** Earnings per share before goodwill amortization.
2 Page 5 of 16
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Message to Shareholders
[CHARLES G. CAVELL PICTURE]
Quebecor World Inc. is pleased to report the highest 2nd quarter operating
margin in the company's history, at 10.8%. Organic growth was an impressive
5%, almost doubling that during the same period in 1999. Quebecor World has
accomplished all of this while undertaking the largest equipment
restructuring in the history of the commercial printing industry.
For the three-month period ended June 30, 2000, consolidated revenues
increased 64% to reach $1.5 billion, compared with $944 million in 1999. For
the quarter, net income reached $63 million, from $45 million for the
corresponding period in 1999. Earnings per share amounted to $0.41, an
increase of 14% from $0.36.
For the six months ended June 30, 2000, consolidated revenues amounted to
$3.2 billion, a 71% increase over the $1.9 billion in 1999. Net income rose
47% over 1999 to reach $100 million. Earnings per share during this period
amounted to $0.65 from $0.54 in 1999, a 20% increase.
Quebecor World's ability to generate significant free cash flow is an
indication of the true strength of the Company. Free cash flow from
operations reached $206 million in the first six months of 2000, most of
which was used to reduce debt from the World Color transaction. Reduction of
this debt is well on target. Last year, at the time of the acquisition, our
debt to equity ratio was 62:38. At the end of this quarter it had been
reduced to 53:47. We are confident that with our ability to generate cash and
the commitment of our management, Quebecor World will achieve its debt/equity
target of 1:1 by the end of fiscal 2000.
THE MARKET
GROWING DEMAND FROM NEW MEDIA AND NEW SERVICES
The Internet and New Media continue to drive the organic growth of Quebecor
World. To date, the number of dot.com companies seems to be growing
endlessly. These new-economy companies are finding they must advertise their
Websites to be viable and are using print to attract traffic. In the U.S. a
newspaper insert, Access Media, has just one aim - to advertise Websites. Six
million copies of Access Media are distributed to U.S. customers every week.
E-tailers are also using print catalogues to establish brand (site) loyalty.
For example, Quebecor World prints a magazine for pets.com, an online
retailer of pet products, information and resources. This magazine is one of
this e-tailer's most effective tools in generating traffic to the Website.
Printing is becoming more than simply ink on paper. Quebecor World is
developing new and profitable ways to add value for its customers, both
offline and online. The Company's new entity, Que-Net Media, is an excellent
example. It offers a variety of pre-media services such as digital
photography, digital text and page assembly, providing clients with a
formidable pre-press or Website platform.
To illustrate, Que-Net Media recently took more than 2,500 digital images of
Hard Rock Cafe's memorabilia collection for the company's new Website. It
also finished shooting 360-degree IPIX images of restaurant interiors,
allowing visitors to Hard Rock Cafe's Website to view them on their
computers. Que-Net Media also worked with Avon Products Inc. to install a new
Digital Asset Management System that integrates databases of product shots,
model shots and copy, relating them by page and campaign. This, in turn,
reduces production time for Avon print products.
In addition to providing our customers with better service, this value-added
business will offer the Company better margins and better returns on capital
employed, to the benefit of our shareholders.
NEW ALLIANCE FOR THE NEW ECONOMY
To help Quebecor World customers take full advantage of the new economy, we
have entered into a strategic agreement with Nurun Inc. (TSE:IFN). This
partnership provides customers with a one-stop shopping approach to their
print and Web needs. Under the agreement, Nurun becomes a preferred supplier
to Quebecor World. In turn, Quebecor World customers will benefit from
Nurun's comprehensive e-commerce and Web-based automated publishing solutions.
[QUEBECOR WORLD LOGO] [NURUN LOGO]
Nurun's technology expertise, combined with Quebecor World's proven digital
capabilities, will allow Quebecor World and its customers to exploit the full
potential of print and the Internet. Nurun is also mandated to develop a
corporate-wide e-commerce and strategic IT plan that will allow Quebecor
World to further maximize its operating efficiencies.
The five-year agreement includes a $40-million commitment from Quebecor
World. On this basis, Nurun has agreed to issue 500,000 units, each
consisting of one share and one five-year warrant convertible into a common
share of Nurun, at both an issue price and exercise price of CDN$40.
Page 6 of 16 3
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INTEGRATION OF WORLD COLOR
The Company is extremely pleased with the integration of World Color
operations to date. In addition to achieving earning targets, we are reducing
administrative costs (one corporate head office instead of two, one unified
sales force), increasing economies of scale and significantly improving
efficiencies. Our aim has been to create larger, more specialized plants,
geographically located to optimize efficiencies of distribution. This
objective will be largely realized before year-end.
As part of achieving this objective, we have closed several major facilities
and made reductions in our workforce. We have also increased production
capacity at facilities such as our Dyersburg, Tennessee facility, which
specializes in the manufacture and distribution of high quality magazines and
catalogues.
We created a "mega-facility" in Buffalo, combining all of Quebecor World's
mass market paperback production. Our Buffalo facility has the world's
fastest mass market book press. When publishers need an "instant book" to hit
newsstands immediately, they turn to Quebecor World Buffalo.
NEW GROWTH OPPORTUNITIES IN DISTRIBUTION
A major benefit of the World Color merger has been a significant improvement in
the Company's ability to provide cost-effective, efficient and trackable
distribution services. These services are centralized through Quebecor World
Logistics, conveniently located at "Cornerstone", just outside Chicago's O'Hare
airport. This division, led by Dan Scapin, develops the most effective way of
moving product from Quebecor World plants to customers' homes, newsstands,
newspaper distribution systems, warehouses and numerous other locations.
Quebecor World is the largest shipper into the U.S. postal system (3 billion
pounds of mail annually). In addition, Logistics Services is able to guarantee a
larger percentage of on-time home deliveries than most other printers. The
merger of the two companies' mail list technologies allows Quebecor World to
produce a mailbundle that is in the walking route of your local mailperson.
Proprietary technology is used to track product, enabling the Company to tell
the customer where it is at any given time. This is allowing Quebecor World, in
less than one year, to provide the most competitive pricing and top quality
distribution service to its customers.
Due to the huge volumes and increasingly efficient management of this part of
the business, we expect it to be a significant revenue opportunity as we move
forward.
INDUSTRY INITIATIVES
Quebecor World has established its own private, Web-enabled
business-to-business exchange, expanding on its existing global procurement
activities. Based in Fribourg, Switzerland, this initiative is allowing
Quebecor World to reduce costs and improve operating margins by aggregating
demand for items such as ink and paper across its network, reducing costs and
improving operating margins. Recognizing the opportunities to further reduce
costs and accelerate the adoption of new technologies through B2B purchasing,
the Company has been in discussion with leading participants and key
suppliers in the North American and European print media industry.
During the quarter, Quebecor World initiated discussions with three other
major printers with the goal of creating further supply-chain efficiencies.
By establishing standards, leveraging enabling technologies and accelerating
the adoption of e-commerce, the four companies are working together to
streamline the print process and the procurement of strategic and other
materials. We hope this will encourage broad participation among printers,
customers and suppliers worldwide, reducing inventory levels and lowering
transaction costs.
In a separate but related move, in June, Quebecor World joined several other
leading printing and publishing companies, including Meredith Corporation,
The New York Times Company Magazine Group, The Reader's Digest Association,
in agreeing to test electronic formats for communication between publishers
and printers. This group is currently evaluating XPP, a powerful tool based
on XML, which is considered to be the premier emerging protocol for
Internet-based transactions. Once its preliminary work is complete, the team
hopes to share its findings with other interested parties, with the goal of
beginning to develop open standards for the industry and, as a result,
improve operating efficiency.
FINANCING
On July 12, Quebecor World issued Senior Notes for a principal amount of $250
million, comprising two tranches - the first, 10-year Senior Notes for $175
million, and the second, 12-year Senior Notes for $75 million. The Company's
key objectives were to extend the average term of its long-term debt as well
as diversify funding sources. The private placement was successful on both
counts and was very well received by the U.S. capital markets. Proceeds are
being used to pay down acquisition bank debt and for general corporate
purposes.
NORMAL COURSE ISSUER BID
Management continues to believe Quebecor World stock is significantly
undervalued. For this reason, as of June 30, 2000, Quebecor World repurchased
a total of 557,408 shares for cancellation under its Normal Course Issuer
Bid, announced April 4, 2000. The total cash cost was CDN$16.8 million, with
an average cost per share of CDN$30.17.
4 Page 7 of 16
<PAGE>
The Company believes the purchase of Subordinate Voting Shares under the
issuer bid is a good investment and will continue to actively repurchase
shares. The issuer bid is being funded with cash proceeds from the sale of
non-core assets as well as those made redundant as a result of restructuring.
DIVIDEND
The Board of Directors declared a dividend of $.08 per share on Multiple
Voting Shares and Subordinate Voting Shares. The Board also declared a
dividend of CDN$0.3125 per share on Series 2 Preferred Shares. The two
dividends are payable September 1, 2000 to shareholders of record at the
close of business on August 17, 2000.
APPOINTMENTS
Quebecor World made several key appointments during the second quarter. Denis
Marceau, formerly Vice President, Human Resources, Quebecor World Canada, has
accepted the broader role of Vice President, Human Resources, Quebecor World.
Rounding off the Company's newly strengthened European management team, Mark
D'Souza formerly Vice President and Treasurer, Quebecor World, was appointed
Chief Financial Officer, Quebecor World Europe. Taking over the position of
Vice President and Treasurer is Denis Aubin, a new addition to the company,
with extensive experience in treasury and banking operations. Tony Ross, most
recently Executive Producer of CBC Television in Montreal, joins the company
as Director, Communications, Quebecor World.
Reflecting the company's commitment to its shareholders, the new position of
Director, Corporate Finance and Investor Relations was created. Jeremy
Roberts, previously Assistant Treasurer, Quebecor World, will assume this
role effective September 4, 2000. Richard Tremblay, with Quebecor World for
12 years, was appointed President, East Group, Quebecor World Canada. John
Jamieson, previously Vice President, Finance for Quebecor World Canada, was
appointed Senior Vice President, Finance and Administration for Quebecor
World Canada.
The Board of Directors is also pleased to announce the appointment of
Reginald K. Brack as a Director of Quebecor World. Mr. Brack is currently
Chairman Emeritus of Time Inc., following a very extensive career in the
publishing industry.
OUTLOOK
Quebecor World delivered record results for the first half of 2000. The
restructuring of U.S. operations, as well as organic growth driven by
Internet-related demand, is helping to produce significantly improved
margins. Through the balance of the year, the Company will be completing the
integration of its newly restructured U.S. manufacturing operations and
expects that, as additional synergies are realized, its financial performance
will continue to improve.
We further anticipate that as the digital age generates more print demand,
investors will return to our sector and, in particular, recognize the special
value and growth potential of Quebecor World.
/s/ Jean Neveu /s/ Charles G. Cavell
JEAN NEVEU, CHARLES G. CAVELL,
Chairman of the Board President and Chief Executive Officer
Montreal, Canada, August 2000
Page 8 of 16 5
<PAGE>
Management's Discussion and
Analysis of Financial Condition
and Results of Operations
RECENT DEVELOPMENTS
Quebecor World Inc. is the largest commercial printer in the world. We are a
market leader in most of our product categories, which include magazines,
retail inserts, catalogs, books, specialty printing and direct mail,
directories, pre-media and other value-added services. We have facilities in
the United States, Canada, France, the United Kingdom, Spain, Sweden,
Finland, Austria, India, Chile, Argentina, Peru, Colombia and Mexico.
We continue to focus on the integration of operations following the merger
with World Color Press ("WCP") and to maximize free cash flow.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 COMPARED WITH
SIX MONTHS ENDED JUNE 30, 1999
Consolidated revenues increased $1.3 billion or 71% to $3.2 billion in 2000
from $1.9 billion in 1999. The increase is largely due to the inclusion of
WCP operations acquired in August 1999. In addition, organic growth for the
combined operations of Quebecor World reached 5%, almost double that of 1999.
Cost of sales increased $1.0 billion or 70% to $2.5 billion in 2000 from $1.5
billion in 1999. Gross profit margins improved to 23% in 2000 from 22% in
1999 due to efficiencies from retooling certain plants in the United States
and net cost savings and synergies resulting from the integration of acquired
businesses.
Selling, general and administrative expenses increased 61% or $91 million to
$241 million in 2000 from $150 million in 1999. The increase was due
primarily to the acquisition of WCP. Selling, general and administrative
expenses as a percentage of revenues decreased slightly from 1999 to 2000 due
to benefits derived from cost-saving initiatives such as the consolidation of
general and administrative activities in the United States.
EBITA increased $229 million to $488 million in 2000 from $259 million in
1999. The improvement in the EBITA margin from 14% in 1999 to 15% in 2000 was
due primarily to contributions from acquisitions as well as organic growth in
the United States, mainly in the retail and book segments, amplified by
increased efficiencies in retooled plants. Canadian and European operations
also benefited from organic growth in the first six months. Operating income
in Europe was unfavorably impacted by foreign exchange and fixed costs
related to the shutdown of a plant during the second quarter of 2000.
Net income for the six months ended June 30, 2000 was $100 million and
earnings per share was $0.65 compared with $68 million and $0.54 respectively
for the corresponding period in 1999. On a cash basis, earnings per share
before goodwill amortization rose 39% from $0.62 to $0.86.
Amortization of fixed assets and deferred charges increased 56% to $182
million in 2000 from $117 million in 1999. The increase was primarily due to
business acquisitions and capital spending in prior years.
Financial expenses increased $82 million to $116 million in 2000 from $34
million in 1999. The increase was a result of the debt incurred and assumed
in acquisitions as well as the increase in short-term interest rates compared
with the preceding year. In 2000, a gain on redemption of debentures of $3.8
million was recorded in reduction of financial expenses.
The effective tax rate was 29.7% for the first six months of 2000 and 28.4%
for the same period in 1999. This increase is primarily due to the inclusion
acquisition of WCP taxable income impacted by the higher U.S. tax rate offset
by lower tax on financing instruments.
Goodwill amortization increased $23 million to $32 million in 2000 from $9
million in 1999. This increase results from additional goodwill of $1.9
billion incurred principally through the WCP acquisition, which is being
amortized over 40 years.
LIQUIDITY AND CAPITAL RESOURCES
We continued to generate a high level of cash provided from operating
activities in the first six months of 2000, reaching $289 million compared
with $233 million in 1999. Working capital was $158 million at June 30, 2000
compared with $73 million at December 31, 1999 and $267 million at June 30,
1999. The decrease of $109 million or 41%, when compared with to June 1999,
was primarily due to the U.S. asset securitization program which began in
September 1999, and accrued expenses generated from the purchase of WCP and
short-term restructuring charges. The increase from December is explained by
the timing of payments related to income taxes as well as disbursements for
restructuring activities.
On July 12, Quebecor World issued Senior Notes for a principal amount of $250
million comprised two tranches. The first tranche of $175 million bearing
interest of 8.42% matures on July 15, 2010, while the second tranche of $75
million bearing interest of 8.52% matures on July 15, 2012. Net proceeds from
the Notes will be used to refinance our existing acquisition bank credit
facilities. The key objectives of this private placement are to extend the
maturities of our long-term debt as well as diversify funding sources.
As of June 30, 2000, we repurchased for cancellation, under the Normal Course
Issuer Bid announced on April 4, 2000, a total of 557,408 Subordinate Voting
Shares for a total amount of approximately CDN$16.8 million, at an average
cost per share of CDN$30.17. We have committed to repurchase a total of
500,000 shares in the first quarter of 2001 at an average price per share of
CDN$36. The issuer bid was funded with cash proceeds,
6 Page 9 of 16
<PAGE>
totaling $24 million for the first 6 months of 2000, from the sale of
non-core assets such as the MDC shares sold in the first quarter of 2000 and
other assets made redundant as a result of restructuring.
Capital expenditures totaled $102 million and $73 million in the first six
months of 2000 and 1999, respectively. These capital expenditures reflect the
purchase of additional pre-media, press and bindery equipment which are part
of an ongoing program to grow our business through incremental manufacturing
capacity, support customer requirements, maintain modern, efficient plants,
and continually increase productivity. Under this program, we will invest
approximately $250 million in 2000, including $138 million on new equipment
and $56 million on replacement of existing equipment and environmental
compliance. The balance will be focused on redeployment of equipment from
facilities being shut down to those where increased productivity and cost
efficiencies can be achieved.
We believe that our liquidity, capital resources and cash flow from
operations are sufficient to fund planned capital expenditures, working
capital requirements and interest and principal payments for the foreseeable
future.
FINANCIAL POSITION
On June 30, 2000 and 1999, our total debt was $2.6 billion and $1.0 billion,
respectively. Our debt-to-equity ratio decreased to 53:47 from 55:45 at
December 31, 1999 while it stood at 37:63 on June 30, 1999 and at 62:38 at
the time of the acquisition of a 51% interest in WCP on August 20, 1999. The
increase in our debt, compared with the prior year, was primarily due to the
$923 million of debt incurred for business acquisitions and the $1,258
million of debt assumed in the acquisition of WCP. In the six-month period
ending June 30, 2000, free cash flow from operations, net of capital
expenditures and preferred share dividends, reached $206 million and was
largely used to pay down outstanding debt. In 1999, we generated $164 million
of free cash flow from operations. Our securitization program amounted to
$486 million as of June 30, 2000 compared with $58 million as of June 30,
1999 and $492 million as of December 31, 1999.
RISKS AND UNCERTAINTIES
In the normal course of business, we are exposed to changes in interest
rates. However, we manage this exposure by having a balanced variety of debt
maturities as well as a combination of fixed and variable rate obligations.
In addition, we have entered into interest rate swap agreements and
cross-currency interest rate swap agreements to manage both our interest rate
and foreign exchange exposure. These agreements did not have a material
impact on the financial statements for the periods presented. We have also
entered into foreign exchange forward contracts and cross-currency interest
rate swaps to hedge the settlement of raw materials and equipment purchases,
to set the exchange rate for cross-border sales and to manage our foreign
exchange exposure on certain liabilities.
While the counterparties of these agreements expose us to credit loss in the
event of non-performance, we believe that the possibility of incurring such a
loss is remote due to the creditworthiness of the counterparties. We do not
hold or issue any derivative financial instruments for trading purposes.
Concentrations of credit risk with respect to trade receivables are limited
due to our diverse operations and large customer base. As of June 30, 2000,
we had no significant concentrations of credit risk.
ACCOUNTING POLICIES
In 1998 and 1999, the Accounting Standards Board of the Canadian Institute of
Chartered Accountants published new requirements related to the accounting
for employee future benefits and future income taxes with the possibility of
adoption in the year 2000. In the first quarter of this year, we adopted
these new accounting guidelines and applied the recommendations
retroactively, restating comparative periods. The cumulative effect of these
changes is discussed in Note 1 of the Quarterly Financial Statements.
SEASONALITY
The operations of our business are seasonal, with approximately two-thirds of
historical operating income recognized in the second half of the fiscal year,
primarily due to the higher number of magazine pages, new product launches
and back-to-school and holiday catalog promotions.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the statements in this
document are forward-looking and made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties, which may cause
our actual results in future periods to differ materially from forecasted
results. Those risks include, among others, changes in customer demand for
our products, changes in raw material and equipment costs and availability,
seasonal changes in customer orders, pricing actions by our competitors and
general changes in economic conditions.
Page 10 of 16 7
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
Periods ended June 30
(In thousands of U.S. dollars, except for earnings per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months Six months
------------------------------------------------------------------------------------------------------------------
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------
(Restated) (Restated)
(Note 1) (Note 1)
<S> <C> <C> <C> <C>
REVENUES $1,549,052 $944,323 $3,179,491 $1,854,838
Operating expenses:
Cost of sales 1,178,193 724,343 2,451,074 1,445,917
Selling, general and administrative 114,889 74,836 240,792 149,929
Amortization of fixed assets and deferred charges 88,278 59,402 181,687 116,726
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1,381,360 858,581 2,873,553 1,712,572
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OPERATING INCOME 167,692 85,742 305,938 142,266
Financial expenses 54,466 15,889 115,560 33,673
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Income before income taxes 113,226 69,853 190,378 108,593
Income taxes:
Current 10,525 11,862 20,923 18,035
Future 23,136 7,976 35,620 12,805
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33,661 19,838 56,543 30,840
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Income before non-controlling interest 79,565 50,015 133,835 77,753
Non-controlling interest 672 339 1,114 761
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NET INCOME BEFORE GOODWILL AMORTIZATION 78,893 49,676 132,721 76,992
Goodwill amortization 16,120 4,412 32,339 8,543
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NET INCOME $ 62,773 $ 45,264 $ 100,382 $ 68,449
Net income available to holders of preferred shares 2,533 2,544 5,115 5,021
------------------------------------------------------------------------------------------------------------------
Net income available to holders of equity shares $ 60,240 $ 42,720 $ 95,267 $ 63,428
------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE $ 0.41 $ 0.36 $ 0.65 $ 0.54
EARNINGS PER SHARE BEFORE GOODWILL AMORTIZATION $ 0.51 $ 0.41 $ 0.86 $ 0.62
------------------------------------------------------------------------------------------------------------------
Average number of equity shares outstanding
(in thousands) 147,434 117,589 147,571 116,723
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</TABLE>
8 Page 11 of 16
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Periods ended June 30
(In thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six months
-----------------------------------------------------------------------------------------------
2000 1999
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(Restated)
(Note 1)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 100,382 $ 68,449
Non-cash items in net income:
Amortization of fixed assets 168,978 111,448
Amortization of goodwill and deferred charges 45,048 13,820
Amortization of deferred financing costs 4,180 828
Future income taxes 35,620 12,805
Other (137) 1,104
Changes in non-cash balances related to operations:
Trade receivables 140,205 83,130
Inventories 8,930 14,113
Trade payables and accrued liabilities (180,381) (74,989)
Other current assets and liabilities (18,872) 4,052
Other non-current assets and liabilities (14,474) (1,337)
-----------------------------------------------------------------------------------------------
Cash provided from operating activities 289,479 233,423
FINANCING ACTIVITIES
Net change in bank indebtedness (2,541) (16,975)
Net proceeds from issuance of capital stock 2,051 158,946
Shares repurchased under a Normal Course Issuer Bid (12,842) -
Repayments of long-term debt (184,543) (248,755)
Dividends on equity shares (22,098) (16,233)
Dividends on preferred shares (5,074) (5,089)
Dividends to non-controlling interest - (19)
-----------------------------------------------------------------------------------------------
Cash used by financing activities (225,047) (128,125)
INVESTING ACTIVITIES
Business acquisitions, net of cash and cash equivalents (545) (51,645)
Additions to fixed assets (102,446) (72,939)
Net proceeds from disposal of non-core assets 23,919 8,278
-----------------------------------------------------------------------------------------------
Cash used by investing activities (79,072) (116,306)
Effect of exchange rate changes on cash and cash equivalents 14,903 12,375
-----------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 263 1,367
Cash and cash equivalents, beginning of period 3,613 309
-----------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 3,876 $ 1,676
-----------------------------------------------------------------------------------------------
</TABLE>
Page 12 of 16 9
<PAGE>
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)
<TABLE>
<CAPTION>
June 30 December 31 June 30
(Unaudited) (Audited) (Unaudited)
---------------------------------------------------------------------------------------------------
2000 1999 1999
---------------------------------------------------------------------------------------------------
(Restated) (Restated)
(Note 1) (Note 1)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,876 $ 3,613 $ 1,676
Trade receivables 586,380 743,305 621,217
Inventories 470,882 486,228 222,928
Future income taxes 32,185 36,385 35,385
Prepaid expenses 29,945 27,831 31,290
---------------------------------------------------------------------------------------------------
1,123,268 1,297,362 912,496
Fixed assets, net of accumulated
amortization of $1,285,889, $1,180,316
and $1,108,180 respectively 2,795,690 2,895,307 2,178,420
Goodwill 2,474,426 2,526,707 670,790
Other assets 136,381 153,752 97,380
---------------------------------------------------------------------------------------------------
$6,529,765 $6,873,128 $3,859,086
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank indebtedness $ 3,094 $ 5,646 $ 4,331
Trade payables and accrued liabilities 903,236 1,103,171 549,665
Income and other taxes 17,762 38,751 54,001
Current portion of long-term debt 41,371 77,260 37,461
---------------------------------------------------------------------------------------------------
965,463 1,224,828 645,458
Long-term debt 2,435,337 2,582,911 949,775
Other liabilities 294,837 290,203 160,614
Future income taxes 285,497 255,000 294,202
Convertible debentures 166,982 179,752 52,583
Non-controlling interest 22,238 22,002 21,378
Shareholders' equity:
Capital stock 1,647,323 1,653,846 1,061,448
Contributed surplus 88,737 88,737 88,737
Other paid-in capital 17,976 20,831 -
Retained earnings 719,096 650,155 671,355
Translation adjustment (113,721) (95,137) (86,464)
---------------------------------------------------------------------------------------------------
2,359,411 2,318,432 1,735,076
---------------------------------------------------------------------------------------------------
$6,529,765 $6,873,128 $3,859,086
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
10 Page 13 of 16
<PAGE>
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of US dollars, except per share data)
(Unaudited)
1. ACCOUNTING CHANGE:
Effective January 1, 2000, the Canadian Institute of Chartered Accountants
("CICA") changed the accounting standards relating to the acccounting for
income taxes and the accounting for employee future benefits, including
pension and non-pension post-retirement benefits.
a) INCOME TAXES
In December 1997, the Accounting Standards Board issued Section 3465
of the CICA Handbook, "Income Taxes". Under the asset and liability
method of Section 3465, future income tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases. Future
income tax assets and liabilities are measured using enacted tax rates
in effect for the year in which those temporary differences are
expected to be recovered or settled. The effect on future income tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Future income
tax assets are recognized and if realization is not considered "more
likely than not", a valuation allowance is provided.
The Company has adopted the new recommendations of the CICA in 2000
and has applied the provisions of Section 3465 retroactively to
January 1989 when the Company was created. The cumulative effect of
this change in accounting for income taxes is reported as a
restatement to increase the opening balance of retained earnings as of
January 1, 2000 by $7,119 (an increase of $8,690 as of January 1,
1999).
Accordingly, the financial statements for the six months ended June
30, 1999 have been restated to comply with the provisions of Section
3465. In addition to restating the future income tax accounts, an
allocation between short- and long-term portions is now presented in
the consolidated balance sheets.
b) EMPLOYEE FUTURE BENEFITS
In March 1999, the Accounting Standards Board issued Section 3461 of
the CICA Handbook, "Employee future benefits". Under Section 3461,
the Company is required to accrue, during employees' active service
period, the estimated cost of pension, retiree benefit payment other
than pensions and workers' compensation. The Company previously
expensed the cost of post-retirement benefits other than pension,
which are principally health care, as claims were incurred by the
employees and paid by the Company. In addition, the Company will now
use the corridor method to amortize actuarial gains or losses (such as
changes in actuarial assumptions and experience gains or losses).
Under the corridor method, amortization is recorded only if the
accumulated net actuarial gains or losses exceed 10% of the greater of
accrued pension benefit obligation and the value of the plan assets.
Previously, actuarial gains and losses were amortized on a
straight-line basis over the average remaining service life of the
employees.
The Company has elected to recognize this change in accounting on the
immediate recognition basis retroactively to January 1, 1992. The
cumulative effect of this change in accounting for pension and other
post-retirement benefits is reported as a restatement to decrease of
the opening balance of retained earnings as of January 1, 2000 by
$10,715 (a decrease of $9,694 as of January 1, 1999).
c) SUMMARY EFFECT
The following summarizes the impact of applying Sections 3465 and 3461
on net income, retained earnings, and earnings per share for the six
months ended June 30, 1999. The presentation of fixed assets,
goodwill, future income taxes and other liabilities are also affected
by these changes.
<TABLE>
<CAPTION>
Three months Six months
-------------------------------------------------------------------------------------------------------------------
Earnings Earnings Retained
Net income per share Net Income per share earnings
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
As previously reported $ 45,890 $ 0.37 $ 70,113 $ 0.56 $ 674,023
Effect of Section 3465 (497) (0.01) (1,127) (0.02) 7,563
Effect of Section 3461, net of taxes (129) - (537) - (10,231)
-------------------------------------------------------------------------------------------------------------------
As restated $ 45,264 $ 0.36 $ 68,449 $ 0.54 $ 671,355
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 14 of 16 11
<PAGE>
Quebecor World Inc.
BREAKDOWN OF REVENUES
SIX MONTHS
[GRAPHIC--PERFORMANCE PIE] [GRAPHIC--PERFORMANCE PIE]
BY PRODUCT BY GEOGRAPHIC SEGMENT
---------- ---------------------
28% Magazines 74% United States
17% Retail inserts 10% Canada
16% Catalogs 14% Europe
15% Specialty Printing 2% Latin America Earnings Per Share
and Direct Mail
13% Books
5% Directories
6% Pre-media and
other value-
added services
OPERATING MARGINS EARNINGS PER SHARE CASH EARNINGS PER SHARE
SIX MONTHS SIX MONTHS SIX MONTHS
6.9% 7.0% 7.7% 9.6% $0.42 $0.47 $0.54 $0.65 $0.46 $0.52 $0.62 $0.86
1997 1998 1999 2000 1997 1998 1999 2000 1997 1998 1999 2000
[QUEBECOR WORLD LOGO]
QUEBECOR WORLD INC. HEAD OFFICE
612 Saint Jacques Street, Montreal, Quebec, Canada H3C 4M8
Tel.: (514) 954-0101 (800) 567-7070 Fax: (514) 954-9624
www.quebecorworld.com
PAGE 15 OF 16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
QUEBECOR WORLD INC.
By: /s/ CLAUDINE TREMBLAY
--------------------------------
Name: Claudine Tremblay
Title: Assistant Secretary
Date: AUGUST 30, 2000
PAGE 16 OF 16
