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Q d/G hiQuad/Graphics 3rd Quarter 2010 E i C f C llEarnings Conference Call
November 11, 2010
PARTICIPANTSPARTICIPANTSQuad/Graphics Joel Quadracci, Chairman, President & CEO John Fowler Executive VP & CFO John Fowler, Executive VP & CFO
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Cautionary Note Regarding Forward-Looking StatementsLooking Statements To the extent any statements made 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, Quad/Graphics’ objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook, and can generally be identified by the use of words such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, g y y y p p p“foresee”, “believe” or “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 i k t i ti d th f t th t i t Q d/G hi t d t li biliti l t d t thrisks, uncertainties and other factors that may impact Quad/Graphics are: unexpected costs or liabilities related to the
recently completed acquisition of World Color Press Inc. (“Worldcolor”), including the effects of purchase accounting that may be different from Quad/Graphics’ preliminary allocations; Quad/Graphics may be unable to achieve the estimated potential synergies expected from the acquisition or it may take longer or cost more than expected to achieve those synergies; failure to successfully integrate the operations of Quad/Graphics and Worldcolor; changes in industry conditions, such as the competitive environment for companies in the printing industry; regulatory and litigation matters and risks; legislative developments or changes in laws; changes in macroeconomic conditions in the countries where Quad/Graphics operates including the impact of such conditions on future volume and pricing; the impact of fluctuationsQuad/Graphics operates, including the impact of such conditions on future volume and pricing; the impact of fluctuations in interest rates, commodity prices and foreign exchange rates; the effects of changes in political conditions and developments in the countries where Quad/Graphics operates; and the effect of accounting pronouncements issued periodically by standard-setting bodies.
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’ other filings with the United States Securities and Exchange Commission and other uncertainties and potential events when relying on the company’sSecurities and Exchange Commission and other uncertainties and potential events when relying on the company s forward-looking statements to make decisions with respect to Quad/Graphics.
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.statements, whether as a result of new information, future events or otherwise.
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Use of Non-GAAP Financial MeasuresUse of Non GAAP Financial Measures In addition to financial measures prepared in accordance with generally
accepted accounting principles (GAAP), this presentation also contains non-GAAP measures, specifically Adjusted EBITDA and Adjusted EBITDA Margin. They are presented to provide additional information regarding Quad/Graphics’ performance and because they are important measures by which Quad/Graphics gauges the profitability and assesses thewhich Quad/Graphics gauges the profitability and assesses the performance of the business. These measures should not be considered alternatives to net earnings (loss) as a measure of operating performance or to cash flows from operating activities as a measure of liquidity.
Adjusted EBITDA is defined as net earnings (loss) plus interest expense, income tax expense, depreciation and amortization, and restructuring, impairment and transaction-related charges.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.
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Today’s CallToday s Call Introduction
Overview of Quarter
Financial Overview> Pro forma Results Review> Balance Sheet / Purchase Accounting> Guidance
Concluding Remarks
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IntroductionQuarter was as expected
> Revenue – down slightly versus pro forma 2009• Downward pressure from:
• Worldcolor volumes
• Contractual pricing inherited at acquisition
• Pricing headwinds due to overcapacity in industry
• Partially offset by positive impact from:
• Legacy Quad/Graphics volumes
Paper and byproduct revenues• Paper and byproduct revenues
> Adjusted EBITDA margin - decline versus pro forma 2009• Impact of:
P i i d l d li• Pricing and volume declines
• Catch-up of retirement and incentive compensation expense
• Frictional costs of ramping up and ramping down plants as customers’ orders move
• Partially offset by synergy savings• Partially offset by synergy savings
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Overview of QuarterOverview of QuarterServing our customers and ensuring work is produced without disruption is our priority during this transition
Focus was on:
without disruption is our priority during this transition
Focus was on:> Shoring Up
> Investing Ing
> Moving Forward
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Shoring UpShoring Up Integration of newly acquired assets
$> On target for $225M in annual run-rate synergies by July 2012> 3 plants closed and 3 slated to close by year end > Montreal headquarters expected to close by year end> Montreal headquarters expected to close by year end
Safety program implementation
Realignment of existing assets in Poland> Consolidation of Piła plant into Wyszków plant to create what
we believe to be Central Europe’s first mega plant > Piła plant expected to close by year end
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Investing InInvesting In
Planned $23M investment in Canada
Planned $20M investment in retail insert platform
Expanded digital print capabilities for book market
Rounding out investmentsRounding out investments
> HGI - Commercial and in-store point of purchase display products
> IMC - Packaging, stands, displays and advertising materials
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Moving ForwardMoving Forward Proactively and strategically moving our business
forwardforward Fine tuning Latin America strategy
S ti t ’ f i t i th lti h l Supporting customers’ use of print in the multichannel world Creating an efficient platform while laying the Creating an efficient platform while laying the
groundwork for future growth
Accomplishing without distraction to the 17 integration teams
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Today’s CallToday s Call Introduction
Overview of Quarter
Financial Overview> P f R lt R i> Pro forma Results Review
> Balance Sheet/Purchase Accounting
> Guidance> Guidance
Concluding Remarks
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Financial Overview3rd Quarter Results – 2010 As Reported vs 2009 Pro forma3rd Quarter Results – 2010 As Reported vs. 2009 Pro forma
Millions $ 2010 As Reported 2009 Pro forma (1)
Net Sales $1,208.7 $1,243.6
Cost of Sales 938.8 939.2
SG&A 112 6 109 5SG&A 112.6 109.5
Restructuring, Impairment and Transaction–Related Charges
74.0 16.2
Interest Expense 31.1 22.2
Adjusted EBITDA (2) $159 2 $197 3Adjusted EBITDA $159.2 $197.3
Adjusted EBITDA Margin (2) 13.2% 15.9%
(1)Pro forma results include the historical results in US GAAP of Quad/Graphics and Worldcolor for the respective periods, as well as the appropriate pro f dj i ff h i i i f W ld l f J 1 2009forma adjustments to give effect to the acquisition of Worldcolor as of January 1, 2009(2) See Slide 27 for reconciliation of GAAP to non‐GAAP measures
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Financial Overview3rd Quarter 20103rd Quarter 2010
Net Sales – down 2.8% versus pro forma 2009> Downward pressure from:
• Pricing headwinds due to overcapacity in industry
• Legacy Worldcolor volumes• Legacy Worldcolor volumes
• Contractual pricing inherited at acquisition
> Positive impact from:• Legacy Quad/Graphics volumes
• Paper and byproduct revenues
• Other including currency
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Financial Overview3rd Quarter 20103rd Quarter 2010
Cost of Sales – expense flat to pro forma 2009A f l f l i d d> As a percent of sales, cost of sales increased due to:
• Higher paper sales sold at lower margin than manufacturing sales
• Frictional costs - ramping up one plant while ramping down• Frictional costs - ramping up one plant while ramping down another
• Purchase accounting revaluation of inventory to fair value, which resulted in increased expense of $5 5Mresulted in increased expense of $5.5M
• Catch-up retirement and incentive compensation expense
> Partially offset by modest synergy savings
| 14| 14Frictional Costs of IntegrationAdmin/Infrastructure
ProductionProduction
Phase I Phase II Phase III Phase IVPlant ramping up(incremental costs)
Begin Planning Ramping upproduction
Work transfercomplete
Fully operational
(incremental costs)
Plant ramping downdown
Phase I Phase II Phase III Phase IVAdmin/Infrastructure
Production
At announcement Winding down Production ShutdownAt announcement Winding downproduction
Productioncompleted
Shutdownfacility
For illustrative purposes only; does not reflect actual costs
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Financial Overview3rd Quarter 20103rd Quarter 2010
Selling, General & Administrative Expenses – up 2.8% versus pro forma 2009versus pro forma 2009
> Catch-up retirement and incentive compensation expense
> Partially offset by synergy savings associated with Montreal y y y gy gheadquarters wind down
Depreciation & Amortization and Interest Expense roughly in line with expectationsroughly in line with expectations
> Increase in interest expense consistent with increase in debt to complete the acquisition
Restructuring, Impairment and Transaction-Related Charges - $74M
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Financial OverviewR t t i I i t d T ti R l t d ChRestructuring, Impairment and Transaction-Related Charges
2010
Three Months Ended September 30,
2010
Transaction-related charges (a) 32.1$ Employee termination costs (b) 21.5 Integration costs (a) 8.1 Impairment charges (c) 6.4 Other restructuring charges (d) 5.9
Restructuring, impairment and transaction-related charges 74.0$
(a) Transaction-related charges and integration costs resulted from the acquisition of World Color Press.(b) Employee termination costs resulted from severance payments for plant closures and various reductions in force.(c) Impairment charges resulted from impairment charges on assets related to the August 2010 announcement of the Reno, Nevada plant closure.(d) Other restructuring charges resulted from utility contract costs, lease termination costs, equipment moves and employee relocation costs.
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Financial Overview 3rd Quarter 20103rd Quarter 2010
Adjusted EBITDA and Adjusted EBITDA Margin – decreased versus pro forma 2009:
> Pricing headwinds
> Catch-up retirement and incentive compensation expense of $15.3M
• Retirement expense – Quad/Graphics reduced retirement benefit in 2009
• Incentive compensation
• Provide a sustainable incentive compensation that motivates and pretains talent
• Reflect shareholder value created
> Increased frictional costs> Increased frictional costs
> Purchase accounting impact on inventory revaluation
Adjusted EBITDA margin of 14 9% excluding retirement /Adjusted EBITDA margin of 14.9% excluding retirement / incentive catch-up and inventory revaluation
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Financial Overview 3rd Quarter 20103rd Quarter 2010
Income Tax Expense$200 5M i h i i> $200.5M one-time non-cash income tax expense to recognize net deferred tax liabilities due to change from S to C Corporation
Net Loss Per Share> Excluding restructuring impairment transaction related costs> Excluding restructuring, impairment, transaction-related costs
and one-time tax expense in the quarter would have resulted in net income of $27M and diluted EPS of $0.58 / share
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Worldcolor Acquisition(Amounts in millions except for share price)(Amounts in millions except for share price)
Purchase Price Purchase Price Allocation:
Quad Share Price (1) 48.50$ Quad Shares Issued (in millions) 18.7
908.6$
Cash and cash equivalents 114.6$ Other current assets 629.8 Property, Plant and Equipment 844.5
Cash Consideration 93.3 Total Equity Purchase Price 1,001.9$
Net Assets Acquired 257.2
Goodwill 744.7 Identifiable intangible assets 393.0 Other long‐term assets 109.8 Current liabilities (504.8)q
Goodwill from World Color Acq 744.7$ Current liabilities (504.8) Long‐term debt and capital leases (500.3) Long‐term deferred income taxes (129.7) Pension and postretirement (546.9) O h l li bil i (152 8)Other long‐term liabilties (152.8)
Purchase Price 1,001.9$
( )(1) Based on average Quad/Graphics Class A common share price on July 6, 2010 (first day of trading)
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Balance Sheet$September 30, 2010 (US $ Millions)
September 30, September 30,ASSETS 2010 2010LIABILITIES AND EQUITY
Cash and cash equivalents 36.8$ Accounts payable 230.2$ Receivables 757.8 Other liabilities 493.1 Inventories 299.2 Current debt and capital leases 114.2Other current assets 157 2 Long term debt and capital leases 1 694 2Other current assets 157.2 Long-term debt and capital leases 1,694.2Property, plant and equipment—net 2,349.8 Deferred income taxes 407.0Goodwill & other intangible assets 1,175.5 Other long-term liabilities 712.0Other long-term assets 278.9
Total assets 5,055.2$ Total liabilities 3,650.7
Equity 1,404.5
Total liabilities and equity 5 055 2$Total liabilities and equity 5,055.2$
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Well CapitalizedpSeptember 30, 2010 (US $ Millions)
Unrestricted Cash & Cash Equivalents $ 37
Debt (1) 1,758
LTM Pro forma Adjusted EBITDA 683
Debt / LTM Pro forma Adjusted EBITDA (1) 2.57x
All amounts are as of September 30, 2010 or for the trailing 12 months ended September 30, 2010(1) Excludes Worldcolor pension and other retirement liabilities.
Paid down $44 million in debt during the quarter while at working capital peak
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Guidance – 2010/2011(US $ Millions)
2010 – Pro forma for the full year> Depreciation and Amortization: $365 - $370
> Capital Expenditures: $150 - $170
> Interest Expense: $130 - $132
2011 – Initial guidance 2011 – Initial guidance> Depreciation and Amortization: $345 - $365
> Capital Expenditures: $170 - $200Capital Expenditures: $170 $200
> Interest Expense: $105 - $115
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Today’s CallToday s Call Introduction
Overview of Quarter
Financial Overview> Pro forma Results Review
> Balance Sheet/Purchase Accounting
> Guidance
Concluding Remarks
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Concluding RemarksConcluding Remarks
Continuing to move through our integration and are g g gmaking great progress
Sh i i ti i i f d Shoring up … investing in … moving forward
Focus on our customers
Thank you
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Questions?Questions?
F i f ti t tFor more information contact:
Barb Bolens
barbara bolens@qg [email protected]
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SUPPLEMENTAL INFORMATION
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Pro Forma Adjusted EBITDA Reconciliation to GAAPto GAAP
2010 (actual) 2009 (pro forma) 2010 (pro forma) 2009 (pro forma)Nine Months Ended September 30,Three Months Ended September 30,
2010 (actual) 2009 (pro forma) 2010 (pro forma) 2009 (pro forma)
(232.5)$ 42.8$ (255.6)$ (5.2)$
Interest and financial expense 31.1 22.2 100.8 78.1 Income tax expense 198 8 26 5 164 6 26 4
Net earnings (loss) attributable to Quad/Graphics common shareholders
Income tax expense 198.8 26.5 164.6 26.4 Depreciation and amortization 87.8 89.6 280.0 274.5
EBITDA (Non-GAAP) 85.2$ 181.1$ 289.8$ 373.8$ EBITDA Margin (Non-GAAP) 7.0% 14.6% 8.6% 10.6%
74.0 16.2 157.9 43.8
Adjusted EBITDA (Non-GAAP) 159.2$ 197.3$ 447.7$ 417.6$ Adjusted EBITDA Margin (Non-GAAP) 13.2% 15.9% 13.2% 11.9%
Restructuring, impairment and transaction-related charges
j g ( )
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Innovative People Redefining Print