PPT Template 2015 - Quad · 2018. 9. 27. · Executive Vice President & CFO Kyle Egan Assistant...
Transcript of PPT Template 2015 - Quad · 2018. 9. 27. · Executive Vice President & CFO Kyle Egan Assistant...
Quad/Graphics, Inc.
September 27, 2018
Sidoti & Company Fall 2018 Conference
Dave HonanExecutive Vice President & CFO
Kyle EganAssistant Treasurer & Director of Investor Relations
Joel QuadracciChairman, President & CEO
Forward-Looking Statements• To the extent any statements in this investor presentation contain information that is not historical, these statements are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, our current expectations about the Company’s future results, financial condition, revenue, earnings, free cash flow, margins, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook of Quad/Graphics, Inc. (the “Company” or “Quad/Graphics”), and can generally be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “project,” “believe,” “continue” or the negatives of these terms, variations on them and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
• These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Quad/Graphics. These risks, uncertainties, and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Among risks, uncertainties and other factors that may impact Quad/Graphics are: the impact of decreasing demand for printed materials and significant overcapacity in the highly competitive commercial printing industry creates downward pricing pressures and potential underutilization of assets; the impact of electronic media and similar technological changes, including digital substitution by consumers; the inability of the Company to reduce costs and improve operating efficiency rapidly enough to meet market conditions; the impact of changing future economic conditions; the failure of clients to perform under contracts or to renew contracts with clients on favorable terms or at all; the impact of increased business complexity as a result of the Company's transformation into a marketing solutions provider; the impact of regulatory matters and legislative developments or changes in laws, including changes in cyber-security, privacy and environmental laws; the impact of fluctuations in costs (including labor and labor-related costs, energy costs, freight rates and raw materials) and the impact of fluctuations in the availability of raw materials; the failure to attract and retain qualified production personnel; the impact of changes in postal rates, service levels or regulations; the fragility and decline in overall distribution channels, including newspaper distribution channels; the failure to successfully identify, manage, complete and integrate acquisitions and investments; the impact of risks associated with the operations outside of the United States, including costs incurred or reputational damage suffered due to improper conduct of its employees, contractors or agents; significant capital expenditures may be needed to maintain the Company's platform and processes and to remain technologically and economically competitive; the impact of the various restrictive covenants in the Company's debt facilities on the Company's ability to operate its business; the impact on the holders of Quad/Graphics class A common stock of a limited active market for such shares and the inability to independently elect directors or control decisions due to the voting power of the class B common stock; the impact of an other than temporary decline in operating results and enterprise value that could lead to non-cash impairment charges due to the impairment of property, plant and equipment and other intangible assets; and the other risk factors identified in the Company's most recent Annual Report on Form 10-K, as such may be amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission.
• Quad/Graphics cautions that the foregoing list of risks, uncertainties and other factors is not exhaustive and you should carefully consider the other factors detailed from time to time in Quad/Graphics’ filings with the United States Securities and Exchange Commission and other uncertainties and potential events when reviewing Quad/Graphics’ forward-looking statements.
• Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this investor presentation. Except to the extent required by the federal securities laws, Quad/Graphics undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Quad/Graphics, Inc. Overview
Quad/Graphics, Inc. Overview4
2017 Pro Forma
Net Sales(1)
(1) Reflects the February 21, 2018 acquisition of Ivie & Associates.
(1)
6,900+Clients in Diverse Vertical
Industries
21,700Employees Worldwide
55+Manufacturing Facilities
70+Onsite Client Locations
$4.3 billion
Fernley, NV
Portland, OR
Salt Lake City, UT
Sacramento, CA
Merced, CA
Riverside, CA
Oklahoma City, OK
Lufkin, TX
Shakopee, MN
Waukee, IA
Effingham, IL
Tampa, FL
The Rock, GA
Spartanburg, SCCharlotte, NC
Franklin, KY
Nashville, TN
Versailles, KY
Columbus, OH
Fairfield, PA
Winchester, VA
Martinsburg, WV
Westampton, NJ
Chalfont, PA
Leominster, MA
Woburn, MA
Springfield, MA
Taunton, MA
Saratoga Springs, NY
Greenville, MI
Midland, MI
New Berlin, WIBurlington, WI
Franklin, WI
Hartford, WI
Lomira, WI
Pewaukee, WI
Sussex, WI
West Allis, WI
U.S. Print Production Footprint
Size (square footage)
> 1.5m 1m ― 1.5m 500k ― 1m < 500k
Omaha, NE
5
Kankakee, IL
6
Commercial Print Industry Marketing Services Industry
Creating advertising campaigns, implementing public relations campaigns, and engaging in media buying, among other advertising services
Top 50 companies generate less than 40% of industry revenue(3)
$76 BillionU.S. Annual Revenue(1)
46,000Companies(1)
4 largest printers account for less than 15% of annual revenue(1)
Largest 400 printers represent less than half of total industry revenue(1)
Industry capacity utilization is approximately 71%(2)
38,000Companies(3)
$100 BillionU.S. Annual Revenue(3)
53%Display Advertising, media buying, and
media representation
25%Ad Spend on Print,
Broadcast and Online Media
Public Relations
10%Direct
Marketing
______________________________
(1) Source: June 2017 Printing in the U.S. IBISWorld Industry Report and December 2017 Printing Impressions PI400.
(2) Source: 2018 Federal Reserve Industrial Production and Capacity Utilization [G17] Reports. Includes printing of newspapers, magazines, books, labels, stationary, etc., as well as data imaging, platemaking and bookbinding.
(3) Source: Dun & Bradstreet September 2017 Industry Profile on Advertising & Marketing Services Industry
12%
Financial Overview
Financial Overview
8
______________________________
(1) See slide 24 for definitions of our non-GAAP measures and slides 26 & 27 for reconciliations of Adjusted EBITDA and Adjusted EBITDA Margin and slide 28 for a reconciliation of Free Cash Flow as non-GAAP measures.
Q2 2018 results were in line with our expectations.
Second Quarter Year-to-Date
($ in millions) June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Statement of Operations
Net Sales $ 1,015.5 $ 963.2 $ 1,983.0 $ 1,961.8
Cost of Sales 826.7 765.0 1,619.1 1,546.1
SG&A 99.2 104.3 186.1 202.9
Adjusted EBITDA(1) $ 89.5 $ 93.9 $ 200.0 $ 212.8
Adjusted EBITDA Margin(1) 8.8% 9.7% 10.1% 10.8%
Statement of Cash Flows
Cash from Operating Activities $ 40.5 $ 112.2
Capital Expenditures (53.8) (42.8)
Free Cash Flow(1) $ (13.3) $ 69.4
$138
$74
$47
$23
$88
$0
$40
$80
$120
$160
$200
12/31/2015 6/30/2018
$1,349
$1,048
$301
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
12/31/2015 6/30/2018
Debt & Pension Obligations
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Debt & Capital Leases(in millions)
Pension & MEPP Obligations(in millions)
Since December of 2015 Quad has reduced debt and pension obligations by approximately $390 million, or 25%
Million(48%)
Million(22%)
Million
Pension MEPP
MillionMillion
Million
Million
Million
$185Million
$97Million
2.30x2.28x
2.15x
2.28x
2.34x
1.90x
2.00x
2.10x
2.20x
2.30x
2.40x
2.50x
2.60x
Q2
2017
Q3
2017
Q4
2017
Q1
2018
Q2
2018
Capital Structure as of June 30, 2018
10
______________________________
(1) See slide 24 for definitions of our non-GAAP measures and slide 29 for a reconciliation of Debt Leverage Ratio as a non-GAAP measure.
Debt Leverage Ratio(1)
40%Floating
Rate Debt 60%Fixed Rate
Debt
$585 millionAvailable Liquidity
Under Revolver
5.2%Blended Interest Rate
January 2021Next Significant Maturity
Long-Term Targeted Leverage Range of 2.0x to 2.5x
Shareholder Value
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Declared dividend of $0.30 per share payable on September 7, 2018,
to shareholders of record as of August 20, 2018.
$0.30 $0.30 $0.30 $0.30 $0.30
$0.30 $0.30 $0.30 $0.30 $0.30
$0.30 $0.30 $0.30 $0.30
$0.30 $0.30 $0.30 $0.30
$0.00
$0.50
$1.00
$1.50
2014 2015 2016 2017 2018
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(1) Dividend Yield is calculated as an annualized dividend of $1.20 per share divided by Quad/Graphics closing stock price on September 21, 2018 of $22.06.
Commitment to Dividend
5%Dividend Yield(1)
28%Dividend as % of Free Cash Flow
$1.20 $1.20 $1.20 $1.20
Share Repurchase Program
Share Repurchase Program AuthorizationNew $100 million
$91.8$83.0 $79.2
$42.5
$100.0
$36.7
$0
$25
$50
$75
$100
2011 - 2015 2016 2017 2018 2018
Unused Capacity Share Repurchases Used Capacity
million
millionmillion
million
12
2018
million
million1.9
million shares
Availability Under Repurchase Program
Financial Strength
Disciplined Capital
Deployment
Maximize Free Cash
Flow
Strong Balance Sheet
Strong Earnings Margin
Financial Policies• Maintain normalized leverage of 2.0x to 2.5x granted we may
operate above or below this range given timing of investments and growth opportunities
• Reduce leverage with generated free cash flow
• De-risk underfunded pensions and MEPPs
• Maintain strong relationships with a diversified group of Lenders
• Continue to maintain a staggered maturity profile to minimize refinancing risk
• Have a healthy balance of fixed vs. floating rate debt
• Always have adequate dry powder to pursue opportunities that are accretive to earnings, as well as to maintain a healthy access to liquidity during difficult economic times
• Return capital to shareholders as part of a balanced capital allocation strategy and maintenance of financial policies
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Quad 3.0
15A Return to Personalized Marketing
15
Changing Media Landscape16
Communication has exploded…
…the challenge is coordinatingthe strengths of different channels into an efficient and effectivemarketing campaign.
17What CMO’s, CFO’s, CEO’s are Telling Us
Continued Multi-channel Transformation
Industry Consolidator
Foundational Growth
3.0
2.0
1.0Built a strong printing platform
that continues today
Acquired to extend print
offering & improve efficiencies
Diversifying offering to support customers with an integrated marketing platform
Quad Will Continue to Evolve18
MAGAZINE QUADMEDCATALOG RETAIL INSERTS LOGISTICS
COMMERCIALMEDIA PLANNING
& PLACEMENTPACKAGING BOOKINSTOREDIRECTORYDIRECT
MARKETINGIMAGING
CONSUMER INSIGHTS
AUDIENCE TARGETING PERSONALIZATION
PROCESS OPTIMIZATION
CAMPAIGN PLANNING
PRE-MEDIA PRODUCTION
PHOTO/VIDEO
19Quad’s Integrated Marketing Platform
Strategic Approach to Transformation
Build Partner Acquire
Invest in Experienced
Marketing Talent in Multiple Verticals
Expertise Fills Identified Gaps in
Our Offering
Creates Unmatched Marketing Solutions
Offering
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Why invest in QUAD21
Experienced Leadership Team
Best in Class Low Cost Leader
Integrated Marketing Solutions Partner
Financial Strength & Stability
Affordable Dividend
Transforming and expanding our offering to help leading marketers, brand owners and publishers strategically plan, produce, deploy, manage and measure marketing content across traditional and digital channels
One of the largest printers in North America with a disciplined approach to executing on and integrating consolidating acquisitions
Entrepreneurial and long-tenured leadership team, augmented by top creative and operational talent
Dividend is currently yielding over 5% and represents less than 30% of annual Free Cash Flow
High quality, low cost provider resulting in leading EBITDA Margins
Strong balance sheet and consistent cash flow generation fund growth
For questions contact:Kyle Egan – [email protected]
Supplemental Information
Use of Non-GAAP Financial Measures
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• In addition to financial measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), this presentation also contains Non-GAAP financial measures, specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Debt Leverage Ratio and Adjusted Diluted Earnings Per Share. The Company believes that these Non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad/Graphics’ performance and are important measures by which Quad/Graphics’ management assesses the profitability and liquidity of its business. These Non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by operating activities as a measure of liquidity. These Non-GAAP measures may be different than Non-GAAP financial measures used by other companies. Reconciliations to the GAAP equivalent of these Non-GAAP measures are contained on slides 26 – 32.
• Adjusted EBITDA is defined as net earnings (loss) attributable to Quad/Graphics common shareholders excluding interest expense, income tax expense (benefit), depreciation and amortization, restructuring, impairment and transaction-related charges, net pension income, employee stock ownership plan contribution, loss (gain) on debt extinguishment, and equity in (earnings) loss of unconsolidated entity.
• Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.
• Free Cash Flow is defined as net cash provided by operating activities less purchases of property, plant and equipment.
• Debt Leverage Ratio is defined as total debt and capital lease obligations divided by the last twelve months of Adjusted EBITDA.
• Adjusted Diluted Earnings Per Share is defined as net earnings (loss) excluding restructuring, impairment and transaction-related charges, employee stock ownership plan contribution, loss (gain) on debt extinguishment, equity in (earnings) loss of unconsolidated entity, discrete income tax items and net (earnings) loss attributable to noncontrollinginterests, divided by diluted weighted average number of common shares outstanding.
Select icons throughout the presentation were designed by Plainicon from Flaticon or created by Freepik.
2018 Annual Guidance(1)
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US $ Millions 2018
Net Sales(2) $4.0 to $4.2 billion
Adjusted EBITDA(2)(3)(4) $410 to $450 million
Free Cash Flow(4) $200 to $240 million
Depreciation and Amortization $215 to $225 million
Interest Expense $65 to $75 million
Restructuring and Transaction-Related Cash Expenses $35 to $45 million
Capital Expenditures $85 to $95 million
Pension Cash Contributions(5) Approximately $15 million
Cash Taxes $15 to $25 million
______________________________
(1) No change in annual 2018 guidance from ranges provided on February 21, 2018.
(2) The acquisition of Ivie announced on February 21, 2018, is expected to contribute approximately $150 million of net sales and $10 million of Adjusted EBITDA in 2018.
(3) Adjusted EBITDA guidance excludes non-cash pension income in 2018 due to new accounting standards that require pension income to be excluded from Operating Income. As a result, 2017 Adjusted EBITDA has also been adjusted down to $448 million to remove $11 million of pension income, allowing for consistent presentation
(4) See slide 24 for definitions of our non-GAAP measures.
(5) Includes single employer pension plans and multi-employer pension plans.
Adjusted EBITDASecond Quarter (US $ Millions)
26
Three Months Ended June 30,
2018 2017
Net earnings attributable to Quad/Graphics common shareholders $ 9.4 $ 6.7
Interest expense 18.4 17.6
Income tax (benefit) expense (3.7) 8.3
Depreciation and amortization 58.3 58.5
EBITDA [Non-GAAP] $ 82.4 $ 91.1
EBITDA Margin [Non-GAAP] 8.1% 9.5%
Restructuring, impairment and transaction-related charges 10.4 5.3
Net pension income (3.1) (2.6)
Equity in (earnings) loss of unconsolidated entity (0.2) 0.1
Adjusted EBITDA [Non-GAAP] $ 89.5 $ 93.9
Adjusted EBITDA Margin [Non-GAAP] 8.8% 9.7%
Adjusted EBITDAYear-to-Date (US $ Millions)
27
Six Months Ended June 30,
2018 2017
Net earnings attributable to Quad/Graphics common shareholders $ 5.9 $ 32.1
Interest expense 35.7 35.8
Income tax (benefit) expense (7.0) 15.0
Depreciation and amortization 114.5 117.2
EBITDA [Non-GAAP] $ 149.1 $ 200.1
EBITDA Margin [Non-GAAP] 7.5% 10.2%
Restructuring, impairment and transaction-related charges 35.3 14.5
Net pension income (6.2) (5.2)
Employee stock ownership plan contribution 22.3 —
Loss on debt extinguishment — 2.6
Equity in (earnings) loss of unconsolidated entity (0.5) 0.8
Adjusted EBITDA [Non-GAAP] $ 200.0 $ 212.8
Adjusted EBITDA Margin [Non-GAAP] 10.1% 10.8%
Free Cash Flow(US $ Millions)
28
Six Months Ended June 30,
2018 2017
Net cash provided by operating activities $ 40.5 $ 112.2
Less: purchases of property, plant and equipment (53.8) (42.8)
Free Cash Flow [Non-GAAP] $ (13.3) $ 69.4
June 30, 2018 December 31, 2017
Total debt and capital lease obligations on the balance sheets $ 1,047.8 $ 964.8
Divided by:
Trailing twelve months Adjusted EBITDA for Quad/Graphics [Non-GAAP] $ 435.4 $ 448.2
Pro Forma Adjusted EBITDA for Ivie & Associates [Non-GAAP] 12.1 —
Trailing twelve months Adjusted EBITDA [Non-GAAP] $ 447.5 $ 448.2
Debt Leverage Ratio [Non-GAAP](1) 2.34x 2.15x
Debt Leverage Ratio(US $ Millions, Except Ratio Data)
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______________________________
(1) The calculation of Adjusted EBITDA for the trailing twelve months ended June 30, 2018 and December 31, 2017, was as follows:
Add SubtractTrailing Twelve Months EndedYear Ended Six Months Ended
December 31, 2017 June 30, 2018 June 30, 2017 June 30, 2018
Net earnings attributable to Quad/Graphics common shareholders $ 107.2 $ 5.9 $ 32.1 $ 81.0
Interest expense 71.1 35.7 35.8 71.0
Income tax (benefit) expense (16.0) (7.0) 15.0 (38.0)
Depreciation and amortization 232.5 114.5 117.2 229.8
EBITDA [Non-GAAP] $ 394.8 $ 149.1 $ 200.1 $ 343.8
Restructuring, impairment and transaction-related charges 60.4 35.3 14.5 81.2
Net pension income (9.6) (6.2) (5.2) (10.6)
Employee stock ownership plan contribution — 22.3 — 22.3
Loss on debt extinguishment 2.6 — 2.6 —
Equity in (earnings) loss of unconsolidated entity — (0.5) 0.8 (1.3)
Adjusted EBITDA [Non-GAAP] $ 448.2 $ 200.0 $ 212.8 $ 435.4
June 30, 2018 December 31, 2017
ASSETS
Cash and cash equivalents $ 8.9 $ 64.4
Receivables 510.4 552.5
Inventories 290.7 246.5
Other current assets 68.1 45.1
Property, plant and equipment—net 1,306.8 1,377.6
Goodwill 56.1 —
Intangible assets—net 128.5 43.4
Other long-term assets 100.4 122.9
Total assets $ 2,469.9 $ 2,452.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable $ 396.1 $ 381.6
Other current liabilities 263.5 306.2
Current debt and capital leases 42.3 47.6
Long-term debt and capital leases 1,005.5 917.2
Deferred income taxes 44.9 41.9
Single and multi-employer pension obligations 96.8 112.3
Other long-term liabilities 117.5 123.2
Total liabilities $ 1,966.6 $ 1,930.0
Shareholders’ equity $ 503.3 $ 522.4
Total liabilities and shareholders’ equity $ 2,469.9 $ 2,452.4
Balance Sheet(US $ Millions)
30
______________________________
(1) A normalized income tax rate of 25% was used for the three months ended June 30, 2018, which reflects changes related to the Tax Cuts and Jobs Act that was enacted in December 2017. The Company used a normalized income tax rate of 40% for the three months ended June 30, 2017, consistent with the normalized rate used prior to the enactment of the Tax Cuts and Jobs Act.
Three Months Ended June 30,
2018 2017
Earnings before income taxes and equity in (earnings) loss of unconsolidated entity $ 5.6 $ 15.1
Restructuring, impairment and transaction-related charges 10.4 5.3
16.0 20.4
Income tax expense at normalized tax rate(1) 4.0 8.2
Adjusted net earnings [Non-GAAP] $ 12.0 $ 12.2
Basic weighted average number of common shares outstanding 50.8 49.5
Plus: effect of dilutive equity incentive instruments 1.7 2.2
Diluted weighted average number of common shares outstanding 52.5 51.7
Adjusted Diluted Earnings Per Share [Non-GAAP] $ 0.23 $ 0.24
Diluted earnings per share attributable to Quad/Graphics common shareholders [GAAP] $ 0.18 $ 0.13
Adjusted Diluted Earnings Per ShareSecond Quarter (US $ Millions, Except Per Share Data)
31
______________________________
(1) A normalized income tax rate of 25% was used for the six months ended June 30, 2018, which reflects changes related to the Tax Cuts and Jobs Act that was enacted in December 2017. The Company used a normalized income tax rate of 40% for the six months ended June 30, 2017, consistent with the normalized rate used prior to the enactment of the Tax Cuts and Jobs Act.
Six Months Ended June 30,
2018 2017
Earnings (loss) before income taxes and equity in (earnings) loss of unconsolidated entity $ (1.5) $ 47.9
Restructuring, impairment and transaction-related charges 35.3 14.5
Employee stock ownership plan contribution 22.3 —
Loss on debt extinguishment — 2.6
56.1 65.0
Income tax expense at normalized tax rate(1) 14.0 26.0
Adjusted net earnings [Non-GAAP] $ 42.1 $ 39.0
Basic weighted average number of common shares outstanding 50.5 49.3
Plus: effect of dilutive equity incentive instruments 1.8 2.3
Diluted weighted average number of common shares outstanding 52.3 51.6
Adjusted Diluted Earnings Per Share [Non-GAAP] $ 0.80 $ 0.76
Diluted earnings per share attributable to Quad/Graphics common shareholders [GAAP] $ 0.11 $ 0.62
Adjusted Diluted Earnings Per ShareYear-to-Date (US $ Millions, Except Per Share Data)
32