ppt template 2015 · 2017-06-01 · q4 2015. q1 2016. q2 2016. q3 2016. q4 2016. q1 2017. debt...
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Quad/Graphics, Inc.
June 1, 2017
The Benchmark Company, LLCOne-on-One Investor Conference
Tony StaniakVice President of Operations Accounting & Finance Continuous Improvement
Kelly VanderboomPresident of Logistics, Vice President & Treasurer
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; 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 failure to attract and retain qualified production personnel; the impact of increased business complexity as a result of the Company's entry into additional markets; 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 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; the impact of changes in postal rates, service levels or regulations; the impact of regulatory matters and legislative developments or changes in laws, including changes in cyber-security, privacy and environmental laws; the fragility and decline in overall distribution channels, including newspaper distribution channels; the impact of the various restrictive covenants in the Company's debt facilities on the Company's ability to operate its business; significant capital expenditures may be needed to maintain the Company's platform and processes and to remain technologically and economically competitive; 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.
2
Quad/Graphics, Inc. Overview
22,600Employees Worldwide
$480 million2016 Adjusted EBITDA
$246 million2016 Free Cash Flow
2.29xDebt Leverage Ratio at
3/31/2017
Quad/Graphics, Inc. Overview4
$4.3 billion2016 Net Sales
67Manufacturing Facilities
Located In:
United States
Argentina
Colombia
A global marketing services provider that helps brand owners market their products, services and content
more efficiently and effectively by using its strong print foundation in combination with other media channels.
France
Mexico
Poland
Peru
Agency Automotive E-Tail Financial Healthcare Insurance Publishing Retail Travel & Hospitality CPG
8,600 Clients in Diverse Vertical Industries5
6Creating A Better Way
6
ContinuedTransformation
Chapter 3
Build on solid foundation that continues today:• Technological innovator• Lasting culture & values• Strong management team• Premier manufacturing & distribution platform
1971 Founded FOR Employees
BY Employees
Pursue consolidating acquisitions to:• Enhance and expand product offering• Remove inefficient & underutilized capacity• Leverage efficient plants
Expand marketing services offering:• Urgently Innovate with an engaged workforce• Leverage our status as the industry’s
high-quality, low-cost producer• Help brand owners market more efficiently
and effectively with strong foundation in print
$0to
$1.
8B in
201
0 Re
venu
e
$1.8
to
$4.3
B in
201
6 Re
venu
e
Reve
nue
Expa
nsio
n
Industry Consolidator
Chapter 2
FoundationalGrowth
Chapter 1
Strategic Investment in
7Strategic Goals
Walk in the Shoes of our Clients
Grow the Business Profitably
Strengthen the Core
Engage Employees
Enhance Financial Strength & Create Shareholder Value
8Experienced Leadership Team
8
Joel QuadracciChairman, President & Chief Executive Officer
Dave HonanExecutive Vice President & Chief Financial Officer
Kelly VanderboomPresident of Logistics, Vice President & Treasurer
Eric AshworthExecutive Vice President of Product Solutions & Market Strategy, and President of BlueSoHo
Jennie KentExecutive Vice President of Administration & General Counsel
Tom FrankowskiExecutive Vice President & Chief Operating Officer
Renee BaduraExecutive Vice President of Sales
26
Dave BlaisExecutive Vice President of Global Procurement and Platform Strategy
38
231
33
8 7 24
48 Age
Tenure with QUAD
53 Age
Tenure with QUAD
Age
Tenure with QUAD
56
Age
Tenure with QUAD
51
Age
Tenure with QUAD
45Age
Tenure with QUAD
48 42
Age
Tenure with QUAD
Age
Tenure with QUAD
54
John FowlerVice Chairman, EVP Global Strategy & Corporate Development & BOD Member
37
Age
Tenure with QUAD
66
Industry Dynamics & Value Proposition
$85 billionU.S. commercial print
industry annual revenue(1)
Commercial Print Industry
450,000U.S. commercial print industry employees(1)
49,000Companies in the U.S.
commercial print industry(1)
$39 billion2016 U.S. print advertising
spend(1)
Cyclical Pressures
Structural Pressures
Economy Consumer Confidence
Retail Environment
Disposable Income
Online Content
Mobile Devices
E-MarketingUnited
States Postal Service
______________________________(1) Source: November 2016 Printing in the U.S. IBISWorld Industry Report.
Treat all costs as variable to offset volume pressures.
10
Fragmented & Competitive Industry
______________________________(1) Source: November 2016 Printing in the U.S. IBISWorld Industry Report.(2) Source: December 2016 Printing Impressions PI400.(3) Source: 2017 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.
59%2009
65%2017 LTM
4 largest printing companies (including Quad/Graphics) total
annual revenue(1)
Industry Capacity Utilization(3)
83%Avg. 1972-2008
$85 billionU.S. Commercial Print
Industry (1)
50%400 largest printing
companies (including Quad/Graphics) total
annual revenue(2) 15%
11
Understanding Client’s Pain Points
5.4 billionCo-mailed pieces in 2016
LargestCo-mail program in the print industry (both volume and
capacity)
Logistics and Co-Mailing are key differentiators and competitive advantages of Quad/Graphics
Paper Cost
Mailing/Distribution Cost
Manufacturing Cost
Client Cost Profile
50%And growing30%
20%
12
Explosion of Media
Challenge is coordinating the strengths of different channels into an efficient and effective marketing campaign
13
14Client Value Creation Strategy
High-Quality, Low-Cost Producer
Marketing Services ProviderImprove
Efficiency
SAVE MORE
With Process
Optimization
Increase Effectiveness
UniqueOffering
SELL MORE
With Performance
Marketing
Financial Overview
Financial Overview – First Quarter($ in millions) March 31, 2017 March 31, 2016
Statement of Operations
Net Sales $ 999 $ 1,043
Cost of Sales 781 804
SG&A 96 119
Adjusted EBITDA(1) 122 120
Adjusted EBITDA Margin(1) 12.2% 11.5%
Statement of Cash Flows
Cash from Operating Activities $ 63 $ 112
Capital Expenditures 23 26
Free Cash Flow(1) 40 86
______________________________(1) See slide 23 for definitions of our non-GAAP measures and slide 24 for reconciliations of Adjusted EBITDA and Adjusted
EBITDA Margin and slide 25 for a reconciliation of Free Cash Flow as non-GAAP measures.
Q1 2017 results were in line with our expectations and we remain on track for delivering our 2017 financial guidance.
16
2017 Annual Guidance(1)
US $ Millions 2017Net Sales $4.1 to $4.3 billion
Adjusted EBITDA(2) $440 to $480 million
Free Cash Flow(2) $225 to $275 million
Depreciation and Amortization $225 to $235 million
Interest Expense $70 to $80 million
Restructuring and Transaction-Related Cash Expenses $30 to $40 million
Capital Expenditures $75 to $90 million
Cash Taxes $10 to $20 million
Pension Cash Contributions(3) Approximately $10 million
______________________________(1) No change in annual 2017 guidance from ranges provided on February 22, 2017.(2) See slide 23 for definitions of our non-GAAP measures.(3) Includes single employer pension plans and multi-employer pension plans.
17
Capital Structure as of March 31, 2017
______________________________
(1) See slide 23 for definitions of our non-GAAP measures and slide 26 for a reconciliation of Debt Leverage Ratio as a non-GAAP measure.
2.88x
2.62x
2.43x2.37x 2.36x 2.29x
2.00x
2.20x
2.40x
2.60x
2.80x
3.00x
Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017
Debt Leverage Ratio(1)
Long-Term Targeted Range
38%Floating
Rate Debt 62%Fixed Rate
Debt
$247 million, or 18%, reduction of debt since December 2015
$685 millionAvailable Liquidity
Under Revolver
5.0%Blended Interest Rate
January 2021Next Significant Maturity
18
Shareholder Value
Declared dividend of $0.30 per share to be payable on June 2, 2017, to shareholders of record as of May 22, 2017
$0.00
$1.00
$2.00
2013 2014 2015 2016 2017
Regular Cash Dividend
$0.30$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
______________________________
(1) Dividend Yield is calculated as an annualized dividend of $1.20 per share divided by Quad/Graphics closing stock price on May 26, 2017 of $22.16.
Commitment to Dividend
5%Dividend Yield(1)
25%Dividend as % of Free Cash Flow
$0.30
$0.30
$0.30
$0.30 $0.30 $0.30 $0.30
$0.30
$0.30
19
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
20
For questions contact:Kyle Egan – [email protected]
Supplemental Information
Use of Non-GAAP Financial Measures• 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 24 – 28.
• Adjusted EBITDA is defined as net earnings (loss) excluding interest expense, income tax expense (benefit), depreciation and amortization, restructuring, impairment and transaction-related charges, loss (gain) on debt extinguishment, and equity in 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, loss (gain) on debt extinguishment, equity in loss of unconsolidated entity and discrete income tax items, divided by diluted weighted average number of common shares outstanding.
Select icons throughout the presentation were designed by Plainicon from Flaticon. 23
Adjusted EBITDAFirst Quarter (US $ Millions)
Three Months Ended March 31,
2017 2016
Net earnings $ 25.4 $ 3.8
Interest expense 18.2 20.7Income tax expense 6.7 1.7Depreciation and amortization 58.7 78.1
EBITDA [Non-GAAP] $ 109.0 $ 104.3EBITDA Margin [Non-GAAP] 10.9% 10.0%
Restructuring, impairment and transaction-related charges 9.2 28.9Loss (gain) on debt extinguishment 2.6 (14.1)Equity in loss of unconsolidated entity 0.7 0.9
Adjusted EBITDA [Non-GAAP] $ 121.5 $ 120.0
Adjusted EBITDA Margin [Non-GAAP] 12.2% 11.5%
24
Free Cash Flow(US $ Millions)
Three Months Ended March 31,
2017 2016
Net cash provided by operating activities $ 63.3 $ 112.6
Less: purchases of property, plant and equipment (23.4) (26.2)
Free Cash Flow [Non-GAAP] $ 39.9 $ 86.4
25
March 31, 2017 December 31, 2016
Total debt and capital lease obligations on the balance sheets $ 1,102.8 $ 1,130.8
Divided by: Trailing twelve months Adjusted EBITDA [Non-GAAP] 481.6 480.1
Debt Leverage Ratio [Non-GAAP] 2.29x 2.36x
Debt Leverage Ratio(US $ Millions, Except Ratio Data)
______________________________
(1) The calculation of Adjusted EBITDA for the trailing twelve months ended March 31, 2017 and December 31, 2016, was as follows:
Add SubtractTrailing Twelve Months EndedYear Ended Three Months Ended
December 31, 2016 March 31, 2017 March 31, 2016 March 31, 2017
Net earnings $ 44.9 $ 25.4 $ 3.8 $ 66.5
Interest expense 77.2 18.2 20.7 74.7
Income tax expense 13.0 6.7 1.7 18.0
Depreciation and amortization 277.1 58.7 78.1 257.7
EBITDA [Non-GAAP] $ 412.2 $ 109.0 $ 104.3 $ 416.9
Restructuring, impairment and transaction-related charges 80.6 9.2 28.9 60.9
Loss (gain) on debt extinguishment (14.1) 2.6 (14.1) 2.6
Equity in loss of unconsolidated entity 1.4 0.7 0.9 1.2
Adjusted EBITDA [Non-GAAP] $ 480.1 $ 121.5 $ 120.0 $ 481.6
26
March 31, 2017 December 31, 2016
ASSETSCash and cash equivalents $ 6.5 $ 9.0Receivables 505.1 563.6Inventories 269.0 265.4Other current assets 54.7 64.6Property, plant and equipment—net 1,487.2 1,519.9Other intangible assets 55.4 59.7Other long-term assets 93.0 87.9
Total assets $ 2,470.9 $ 2,570.1
LIABILITIES AND SHAREHOLDERS’ EQUITYAccounts payable $ 304.4 $ 323.5Other current liabilities 283.0 346.6Current debt and capital leases 78.8 92.1Long-term debt and capital leases 1,024.0 1,038.7Deferred income taxes 38.6 35.3Single and multi-employer pension obligations 154.0 162.3Other long-term liabilities 127.4 130.1
Total liabilities $ 2,010.2 $ 2,128.6Shareholders’ equity $ 460.7 $ 441.5
Total liabilities and shareholders’ equity $ 2,470.9 $ 2,570.1
Balance Sheet(US $ Millions)
27
Three Months Ended March 31,
2017 2016
Earnings before income taxes and equity in loss of unconsolidated entity $ 32.8 $ 6.4
Restructuring, impairment and transaction-related charges 9.2 28.9Loss (gain) on debt extinguishment 2.6 (14.1)
44.6 21.2
Income tax expense at 40% normalized tax rate 17.8 8.5
Adjusted net earnings [Non-GAAP] $ 26.8 $ 12.7
Basic weighted average number of common shares outstanding 49.1 47.6Plus: effect of dilutive equity incentive instruments [Non-GAAP] 2.4 0.9Diluted weighted average number of common shares outstanding [Non-GAAP] 51.5 48.5
Adjusted Diluted Earnings Per Share [Non-GAAP] $ 0.52 $ 0.26
Diluted Earnings Per Share [GAAP] $ 0.49 $ 0.08
Adjusted Diluted Earnings Per ShareFirst Quarter (US $ Millions, Except Per Share Data)
28