Updates full-year 2024 financial guidance,
including reducing anticipated year-end Net Debt Leverage from
approximately 1.8x to 1.5x due to strong cash generation
Company to share strategy and growth
opportunities at its upcoming Investor Day on November 20, 2024
SUSSEX, Wis.,
Oct. 28,
2024 /PRNewswire/ -- Quad/Graphics, Inc. (NYSE: QUAD)
("Quad" or the "Company"), a global marketing experience company,
today reported results for the third quarter ended September 30, 2024.
Recent Highlights
- Recognized Net Sales of $675
million in the third quarter of 2024 compared to
$700 million in 2023, and realized
Net Loss of $25 million or
$0.52 Diluted Loss Per Share for the
third quarter of 2024.
- Achieved Non-GAAP Adjusted EBITDA of $59
million in the third quarter of 2024, increased from
$57 million in the third quarter of
2023, and delivered $0.26 Adjusted
Diluted Earnings Per Share for the third quarter of 2024.
- Increased Adjusted EBITDA Margin by 54 basis points to 8.7% in
the third quarter of 2024 compared to the same period in 2023.
- Amended and extended $690 million
bank debt agreement to October
2029.
- Built sales momentum for its in-store retail media network,
In-Store Connect by Quad.
- Announced collaboration with Google Cloud to power
next-generation, AI-driven marketing solutions.
- Received $41 million of net cash
proceeds from the sale of its former Saratoga Springs, New York, manufacturing
facility.
- Entered into a definitive agreement to sell the majority of its
European operations for an enterprise value of €41 million
(approximately $45 million) to
Capmont; expects to close the transaction by year end.
- Declared quarterly dividend of $0.05 per share.
- Updates full-year 2024 financial guidance, including Net Sales
trending to the higher end of decline in its original guidance
range, while maintaining guidance midpoints for Adjusted EBITDA and
Free Cash Flow and improving anticipated year-end 2024 Net Debt
Leverage from approximately 1.8x to 1.5x.
Joel Quadracci, Chairman,
President and CEO of Quad, said: "During the third quarter, we
continued our focus on differentiating ourselves as a marketing
experience, or MX, company, including investments in innovative
solutions that align with our growth priorities. I am pleased to
report that our in-store retail media network is expanding and
producing measurable results for both retailers and consumer
brands. Already, we have launched a test phase of In-Store
Connect by Quad in 15 stores with The Save Mart Companies and
are rolling out testing phases with two additional grocery chains
by year end.
"In the third quarter, we also announced an exciting
collaboration with Google Cloud to launch AI-powered
solutions that will enable brands to create highly personalized
content at scale across multiple marketing channels. By combining
our data expertise with Google Cloud's advanced AI capabilities, we
not only will improve audience targeting, but will also reimagine
how brands connect with consumers through streamlined, automated
solutions that drive impactful results without compromising their
unique brand voice.
"As always, we remain focused on delivering superior service to
our clients while driving profitability, further enhancing Quad's
financial strength and creating shareholder value. Last week, we
announced our agreement to sell the majority of our European
operations, which represents just 5% of our total Net Sales, to
Capmont for an enterprise value of €41 million or approximately
$45 million. This proposed sale
aligns with Quad's ongoing strategic focus to optimize our business
portfolio for growth as an MX company. We expect to use proceeds
from the sale to reduce debt and make further investments in our
solutions suite. We will continue to maintain state-of-the-art
print operations in locations that support our MX offering,
including The Americas, with North
America comprising our largest base of operations.
"We look forward to sharing a more comprehensive update on our
strategy and growth opportunities at our upcoming Investor Day on
November 20, 2024, in New York City."
Added Tony Staniak, Chief
Financial Officer of Quad: "Our flexible operating model, higher
labor productivity and disciplined approach to managing all aspects
of our business enabled us to deliver higher Adjusted EBITDA Margin
in the third quarter and on a year-to-date basis compared to the
prior year, despite Net Sales pressure. We also continued to be a
strong cash generator, including realizing $41 million of net proceeds from the sale of our
former Saratoga Springs, New York,
manufacturing facility, and we expect to receive approximately
$32 million in cash and $13 million in debt reduction for a total
enterprise value of approximately $45
million by year end from the sale of the majority of our
European operations. Our full-year Net Sales is trending toward the
higher end of decline in our original guidance range; however, we
are maintaining the midpoints of our guidance ranges for Adjusted
EBITDA and Free Cash Flow due to increased manufacturing
productivity and cost reductions. With our strong cash generation,
we expect to reduce Net Debt by over $700
million, or 68%, compared to January
1, 2020, to reach Net Debt Leverage of approximately 1.5x.
Additionally, we are pleased to have recently extended our
$690 million bank debt agreement to
October 2029 due to the continued
long-term partnership and support of our premier bank group. Given
the strength of our balance sheet, we will continue to make
strategic investments in our business, accelerate our offerings as
a marketing experience company, and return capital to shareholders
through our quarterly dividend. We also expect to be opportunistic
in terms of our future share repurchases."
Third Quarter 2024 Financial Results
- Net Sales were $675 million in
the third quarter of 2024, a decrease of 4% compared to the same
period in 2023 primarily due to lower paper and agency solutions
sales, including the loss of a large grocery client.
- Net Loss was $25 million in the
third quarter of 2024 compared to a Net Loss of $3 million in the same period in 2023. The
increase was primarily due to a $28
million increase in restructuring, impairment and
transaction-related charges, net (including a $47 million increase in non-cash impairment
charges primarily related to the European divestiture partially
offset by a $21 million gain on the
sale of the former Saratoga Springs, New
York, facility) and the impact from lower Net Sales,
partially offset by benefits from increased manufacturing
productivity, savings from cost reduction initiatives, and lower
depreciation and amortization.
- Adjusted EBITDA was $59 million
in the third quarter of 2024 compared to $57
million in the same period in 2023, primarily due to
increased manufacturing productivity and savings from cost
reduction initiatives, partially offset by the impact from lower
Net Sales.
- Adjusted Diluted Earnings Per Share was $0.26 in the third quarter of 2024 compared to
$0.11 in the same period in
2023.
Year-to-Date 2024 Financial Results
- Net Sales were $2 billion in the
nine months ended September 30, 2024,
a decrease of 9% compared to the same period in 2023 primarily due
to lower paper sales and lower print volumes, including the impact
from client mix and increased gravure volume that has a lower unit
price with a higher profit margin, as well as lower agency
solutions sales, including the loss of a large grocery client.
- Net Loss was $56 million in the
nine months ended September 30, 2024,
compared to Net Loss of $33 million
in the same period in 2023. The increase was primarily due to a
$35 million increase in
restructuring, impairment and transactions-related charges, net
(including a $50 million increase in
non-cash impairment charges primarily related to the European
divestiture partially offset by a $21
million gain on the sale of the former Saratoga Springs, New York, facility) and the
impact from lower Net Sales, partially offset by benefits from
increased manufacturing productivity, savings from cost reduction
initiatives, and lower depreciation and amortization.
- Adjusted EBITDA was $161 million
in the nine months ended September 30,
2024, a decrease of $7 million
compared to the same period in 2023. The decrease was due to lower
Net Sales, partially offset by benefits from increased
manufacturing productivity and savings from cost reduction
initiatives.
- Adjusted Diluted Earnings Per Share was $0.49 in the nine months ended September 30, 2024, compared to $0.28 in the same period in 2023, primarily due
to higher Adjusted Net Earnings and the beneficial impact from the
Company repurchasing Class A shares totaling approximately 11% of
its outstanding shares since the second quarter of 2022.
- Net Cash Used in Operating Activities was $46 million in the nine months ended September 30, 2024, compared to Net Cash Provided
by Operating Activities of $41
million in the nine months ended September 30, 2023. Free Cash Flow was negative
$92 million in the nine months ended
September 30, 2024, compared to
negative $18 million in the same
period in 2023, as the Company realized working capital benefits in
2023 from decreasing inventory due to an improved supply chain
environment compared to 2022. As a reminder, the Company
historically generates most of its Free Cash Flow in the fourth
quarter of the year, and we expect fourth quarter 2024 Free Cash
Flow to be $142 million to
$162 million.
- Net Debt was $490 million at
September 30, 2024, compared to
$470 million at December 31, 2023 and $584
million at September 30, 2023.
Compared to December 31, 2023, Net
Debt increased primarily due to the negative $92 million of Free Cash Flow in the nine months
ended September 30, 2024, less
$69 million of proceeds from asset
sales. Quad now expects to reduce Net Debt to approximately
$330 million, or 1.5x Net Debt
Leverage, at the end of this year pending the sale of the majority
of its European operations. With the amended and extended bank debt
agreement, the Company will make regular quarterly amortization
payments, a $9 million payment in
November 2026 and a $193 million payment at maturity in October 2029.
Dividend
Quad's next quarterly dividend of $0.05 per share will be payable on December 6, 2024, to shareholders of record as of
November 18, 2024.
2024 Guidance
The Company updates its full-year 2024 financial guidance as
follows:
Financial
Metric
|
Original 2024
Guidance Range
|
Updated 2024
Guidance Range
|
Annual Net Sales
Change
|
5% to 9%
decline
|
Approximately 9%
decline
|
Full-Year Adjusted
EBITDA
|
$205 million to $245
million
|
$215 million to $235
million
|
Free Cash
Flow
|
$50 million to $70
million
|
$50 million to $70
million
|
Capital
Expenditures
|
$60 million to $70
million
|
Approximately $65
million
|
Year-End Debt Leverage
Ratio (1)
|
Approximately
1.8x
|
Approximately
1.5x
|
|
(1) Debt Leverage Ratio is calculated
at the midpoint of the Adjusted EBITDA guidance.
|
Conference Call and Webcast Information
Quad will hold a conference call at 8:30 a.m. ET on Tuesday, October 29, 2024, hosted by Joel Quadracci, Quad Chairman, President and
CEO, and Tony Staniak, Quad CFO. The
full earnings release and slide presentation will be concurrently
available on the Investors section of Quad's website at
http://www.quad.com/investor-relations. As part of the
conference call, Quad will conduct a question and answer
session.
Participants can pre-register for the webcast by navigating to
https://dpregister.com/sreg/10193063/fd9659683c. Participants will
be given a unique PIN to access the call on October 29. Participants may pre-register at any
time, including up to and after the call start time.
Alternatively, participants may dial in on the day of the call
as follows:
- U.S. Toll-Free: 1-877-328-5508
- International Toll: 1-412-317-5424
An audio replay of the call will be posted on the Investors
section of Quad's website shortly after the conference call
ends. In addition, telephone playback will also be available
until November 29, 2024, accessible
as follows:
- U.S. Toll-Free: 1-877-344-7529
- International Toll: 1-412-317-0088
- Replay Access Code: 9141656
About Quad
Quad (NYSE: QUAD) is a global marketing experience company that
helps brands make direct consumer connections, from household to
in-store to online. Supported by state-of-the-art technology and
data-driven intelligence, Quad uses its suite of media, creative
and production solutions to streamline the complexities of
marketing and remove friction from wherever it occurs in the
marketing journey. Quad tailors its uniquely flexible, scalable and
connected solutions to clients' objectives, driving cost
efficiencies, improving speed to market, strengthening marketing
effectiveness, and delivering value on client investments.
Quad employs approximately 13,000 people in 14 countries and
serves approximately 2,700 clients including industry leading
blue-chip companies that serve both businesses and consumers in
multiple industry verticals, with a particular focus on commerce,
including retail, consumer packaged goods, and direct-to-consumer;
financial services; and health. Quad is ranked among the largest
agency companies in the U.S. by Ad Age, buoyed by its full-service
Rise media agency and Betty creative agency. Quad is also one the
largest commercial printers in North
America, according to Printing Impressions.
For more information about Quad, including its commitment to
ongoing innovation, culture and sustainable impact, visit
quad.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include statements
regarding, among other things, our current expectations about the
Company's future results, financial condition, sales, earnings,
free cash flow, margins, objectives, goals, strategies, beliefs,
intentions, plans, estimates, prospects, projections and outlook of
the Company and can generally be identified by the use of words or
phrases 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. These forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
actual results to be materially different from those expressed in
or implied by such forward-looking statements. Forward-looking
statements are based largely on the Company's expectations and
judgments and are subject to a number of risks and uncertainties,
many of which are unforeseeable and beyond our control.
The factors that could cause actual results to materially differ
include, among others: the impact of decreasing demand for printing
services and significant overcapacity in a highly competitive
environment creates downward pricing pressures and potential
under-utilization of assets; the impact of increased business
complexity as a result of the Company's transformation to a
marketing experience company, including adapting marketing
offerings and business processes as required by new markets and
technologies, such as artificial intelligence; the impact of
changes in postal rates, service levels or regulations, including
delivery delays; the impact of fluctuations in costs (including
labor and labor-related costs, energy costs, freight rates and raw
materials, including paper and the materials to manufacture ink)
and the impact of fluctuations in the availability of raw
materials, including paper, parts for equipment and the materials
to manufacture ink; the impact macroeconomic conditions, including
inflation, high interest rates and recessionary concerns, as well
as cost and labor pressures, distribution challenges and the price
and availability of paper, have had, and may continue to have, on
the Company's business, financial condition, cash flows and results
of operations (including future uncertain impacts); the inability
of the Company to reduce costs and improve operating efficiency
rapidly enough to meet market conditions; the impact of a
data-breach of sensitive information, ransomware attack or other
cyber incident on the Company; the fragility and decline in overall
distribution channels; the failure to attract and retain qualified
talent across the enterprise; the impact of digital media and
similar technological changes, including digital substitution by
consumers; the failure of clients to perform under contracts or to
renew contracts with clients on favorable terms or at all; the
impact of risks associated with the operations outside of
the United States ("U.S."),
including trade restrictions, currency fluctuations, the global
economy, costs incurred or reputational damage suffered due to
improper conduct of its employees, contractors or agents, and
geopolitical events like war and terrorism; the failure to
successfully identify, manage, complete and integrate acquisitions,
investment opportunities or other significant transactions, as well
as the successful identification and execution of strategic
divestitures; the impact negative publicity could have on our
business and brand reputation; significant capital expenditures and
investments may be needed to sustain and grow the Company's
platforms, processes, systems, client and product technology,
marketing and talent, 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, as well as the uncertain negative impacts
macroeconomic conditions may have on the Company's ability to
continue to be in compliance with these restrictive covenants; 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; the impact of regulatory matters and legislative
developments or changes in laws, including changes in
cybersecurity, privacy and environmental laws; the impact on the
holders of Quad's 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; and the other risk factors identified in the Company's most
recent Annual Report on Form 10-K, which may be amended or
supplemented by subsequent Quarterly Reports on Form 10-Q or other
reports filed with the Securities and Exchange Commission.
Except to the extent required by the federal securities laws,
the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Non-GAAP Financial Measures
This press release contains financial measures not prepared in
accordance with generally accepted accounting principles (referred
to as non-GAAP), specifically Adjusted EBITDA, Adjusted EBITDA
Margin, Free Cash Flow, Net Debt, Debt Leverage Ratio and Adjusted
Diluted Earnings Per Share. Adjusted EBITDA is defined as net
earnings (loss) excluding interest expense, income tax expense
(benefit), depreciation and amortization and restructuring,
impairment and transaction-related charges, net. Adjusted EBITDA
Margin is defined as Adjusted EBITDA divided by net sales. Free
Cash Flow is defined as net cash provided by (used in) operating
activities less purchases of property, plant and equipment. Debt
Leverage Ratio is defined as total debt and finance lease
obligations less cash and cash equivalents (Net Debt) divided by
the last twelve months of Adjusted EBITDA. Adjusted Diluted
Earnings Per Share is defined as earnings (loss) before income
taxes excluding restructuring, impairment and transaction-related
charges, net, and adjusted for income tax expense at a normalized
tax rate, divided by diluted weighted average number of common
shares outstanding.
The Company believes that these non-GAAP measures, when
presented in conjunction with comparable GAAP measures, provide
additional information for evaluating Quad's performance and are
important measures by which Quad's 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 (used in) operating
activities as a measure of liquidity. These non-GAAP measures may
be different than non-GAAP financial measures used by other
companies. Reconciliation to the GAAP equivalent of these non-GAAP
measures are contained in tabular form on the attached unaudited
financial statements.
Investor Relations Contact
Don
Pontes
Executive Director of Investor Relations
916-532-7074
dwpontes@quad.com
Media Contact
Claire
Ho
Director of Marketing Communications
414-566-2955
cho@quad.com
QUAD/GRAPHICS,
INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2024 and 2023
(in millions, except per share data)
(UNAUDITED)
|
|
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
Net sales
|
$
674.8
|
|
$
700.2
|
Cost of
sales
|
527.6
|
|
560.8
|
Selling, general and
administrative expenses
|
88.4
|
|
82.5
|
Depreciation and
amortization
|
24.4
|
|
32.0
|
Restructuring,
impairment and transaction-related charges, net
|
39.3
|
|
11.2
|
Total operating
expenses
|
679.7
|
|
686.5
|
Operating income
(loss)
|
(4.9)
|
|
13.7
|
Interest
expense
|
17.0
|
|
17.7
|
Net pension
income
|
(0.2)
|
|
(0.5)
|
Loss before income
taxes
|
(21.7)
|
|
(3.5)
|
Income tax expense
(benefit)
|
3.0
|
|
(0.8)
|
Net
loss
|
$
(24.7)
|
|
$
(2.7)
|
|
|
|
|
Loss per
share
|
|
|
|
Basic and
diluted
|
$
(0.52)
|
|
$
(0.06)
|
|
|
|
|
Weighted average
number of common shares outstanding
|
|
|
|
Basic and
diluted
|
47.8
|
|
48.0
|
QUAD/GRAPHICS,
INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2024 and 2023
(in millions, except per share data)
(UNAUDITED)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Net sales
|
$
1,963.8
|
|
$
2,169.8
|
Cost of
sales
|
1,542.8
|
|
1,748.1
|
Selling, general and
administrative expenses
|
260.2
|
|
255.0
|
Depreciation and
amortization
|
79.4
|
|
97.7
|
Restructuring,
impairment and transaction-related charges, net
|
81.9
|
|
46.8
|
Total operating
expenses
|
1,964.3
|
|
2,147.6
|
Operating income
(loss)
|
(0.5)
|
|
22.2
|
Interest
expense
|
49.4
|
|
51.0
|
Net pension
income
|
(0.6)
|
|
(1.3)
|
Loss before income
taxes
|
(49.3)
|
|
(27.5)
|
Income tax
expense
|
6.3
|
|
5.9
|
Net
loss
|
$
(55.6)
|
|
$
(33.4)
|
|
|
|
|
Loss per
share
|
|
|
|
Basic and
diluted
|
$
(1.17)
|
|
$
(0.68)
|
|
|
|
|
Weighted average
number of common shares outstanding
|
|
|
|
Basic and
diluted
|
47.6
|
|
48.8
|
QUAD/GRAPHICS,
INC. CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2024 and December 31, 2023
(in millions)
|
|
|
(UNAUDITED)
September 30,
2024
|
|
December 31,
2023
|
ASSETS
|
|
|
|
Cash and cash
equivalents
|
$
12.5
|
|
$
52.9
|
Receivables, less allowances for credit
losses
|
305.6
|
|
316.2
|
Inventories
|
201.7
|
|
178.8
|
Prepaid expenses and
other current assets
|
72.1
|
|
39.8
|
Total current
assets
|
591.9
|
|
587.7
|
|
|
|
|
Property, plant and
equipment—net
|
512.7
|
|
620.6
|
Operating lease
right-of-use assets—net
|
82.7
|
|
96.6
|
Goodwill
|
100.3
|
|
103.0
|
Other intangible
assets—net
|
10.6
|
|
21.8
|
Other long-term
assets
|
90.6
|
|
80.0
|
Total
assets
|
$
1,388.8
|
|
$
1,509.7
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
Accounts
payable
|
$
336.6
|
|
$
373.6
|
Other current
liabilities
|
259.9
|
|
237.6
|
Short-term debt and
current portion of long-term debt
|
77.2
|
|
151.7
|
Current portion of
finance lease obligations
|
0.8
|
|
2.5
|
Current portion of
operating lease obligations
|
23.6
|
|
25.4
|
Total current
liabilities
|
698.1
|
|
790.8
|
|
|
|
|
Long-term
debt
|
423.4
|
|
362.5
|
Finance lease
obligations
|
1.4
|
|
6.0
|
Operating lease
obligations
|
66.1
|
|
77.2
|
Deferred income
taxes
|
4.0
|
|
5.1
|
Other long-term
liabilities
|
144.9
|
|
148.6
|
Total
liabilities
|
1,337.9
|
|
1,390.2
|
|
|
|
|
Shareholders'
equity
|
|
|
|
Preferred
stock
|
—
|
|
—
|
Common
stock
|
1.4
|
|
1.4
|
Additional paid-in
capital
|
841.3
|
|
842.7
|
Treasury stock, at
cost
|
(27.9)
|
|
(33.1)
|
Accumulated
deficit
|
(637.2)
|
|
(573.9)
|
Accumulated other
comprehensive loss
|
(126.7)
|
|
(117.6)
|
Total shareholders'
equity
|
50.9
|
|
119.5
|
Total liabilities and
shareholders' equity
|
$
1,388.8
|
|
$
1,509.7
|
QUAD/GRAPHICS,
INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2024 and 2023
(in millions)
(UNAUDITED)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
OPERATING
ACTIVITIES
|
|
|
|
Net loss
|
$
(55.6)
|
|
$
(33.4)
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
|
Depreciation and
amortization
|
79.4
|
|
97.7
|
Impairment
charges
|
65.9
|
|
15.8
|
Amortization of debt
issuance costs and original issue discount
|
1.2
|
|
1.5
|
Stock-based
compensation
|
5.9
|
|
4.6
|
Gain on the sale of an
investment
|
(4.1)
|
|
—
|
Gains on the sale or
disposal of property, plant and equipment, net
|
(22.2)
|
|
(0.5)
|
Deferred income
taxes
|
0.1
|
|
—
|
Changes in operating
assets and liabilities
|
(116.5)
|
|
(44.6)
|
Net cash provided by
(used in) operating activities
|
(45.9)
|
|
41.1
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
Purchases of property,
plant and equipment
|
(45.7)
|
|
(59.5)
|
Cost investment in
unconsolidated entities
|
(0.2)
|
|
(0.7)
|
Proceeds from the sale
of property, plant and equipment
|
46.5
|
|
7.9
|
Proceeds from the sale
of an investment
|
22.2
|
|
—
|
Loan to an
unconsolidated entity
|
—
|
|
(0.6)
|
Other investing
activities
|
(0.9)
|
|
(4.5)
|
Net cash provided by
(used in) investing activities
|
21.9
|
|
(57.4)
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
Proceeds from issuance
of long-term debt
|
52.8
|
|
0.6
|
Payments of current
and long-term debt
|
(137.0)
|
|
(37.5)
|
Payments of finance
lease obligations
|
(2.1)
|
|
(1.8)
|
Borrowings on
revolving credit facilities
|
1,113.3
|
|
1,136.1
|
Payments on revolving
credit facilities
|
(1,034.0)
|
|
(1,082.8)
|
Purchases of treasury
stock
|
—
|
|
(10.2)
|
Equity awards redeemed
to pay employees' tax obligations
|
(2.1)
|
|
(1.7)
|
Payment of cash
dividends
|
(7.0)
|
|
(0.1)
|
Other financing
activities
|
(0.2)
|
|
(0.5)
|
Net cash provided by
(used in) financing activities
|
(16.3)
|
|
2.1
|
|
|
|
|
Effect of exchange
rates on cash and cash equivalents
|
(0.1)
|
|
—
|
Net decrease in cash
and cash equivalents
|
(40.4)
|
|
(14.2)
|
Cash and cash
equivalents at beginning of period
|
52.9
|
|
25.2
|
Cash and cash
equivalents at end of period
|
$
12.5
|
|
$
11.0
|
QUAD/GRAPHICS,
INC. SEGMENT FINANCIAL INFORMATION
For the Three and Nine Months Ended September 30, 2024 and 2023
(in millions)
(UNAUDITED)
|
|
|
Net Sales
|
|
Operating
Income (Loss)
|
|
Restructuring, Impairment
and Transaction-Related Charges,
Net (1)
|
Three months
ended September 30, 2024
|
|
|
|
|
|
United States Print and
Related Services
|
$
579.1
|
|
$
51.2
|
|
$
(12.7)
|
International
|
95.7
|
|
(46.5)
|
|
51.9
|
Total operating
segments
|
674.8
|
|
4.7
|
|
39.2
|
Corporate
|
—
|
|
(9.6)
|
|
0.1
|
Total
|
$
674.8
|
|
$
(4.9)
|
|
$
39.3
|
|
|
|
|
|
|
Three months
ended September 30, 2023
|
|
|
|
|
|
United States Print and
Related Services
|
$
608.0
|
|
$
18.9
|
|
$
10.7
|
International
|
92.2
|
|
4.2
|
|
0.6
|
Total operating
segments
|
700.2
|
|
23.1
|
|
11.3
|
Corporate
|
—
|
|
(9.4)
|
|
(0.1)
|
Total
|
$
700.2
|
|
$
13.7
|
|
$
11.2
|
|
|
|
|
|
|
Nine months
ended September 30, 2024
|
|
|
|
|
|
United States Print and
Related Services
|
$
1,702.3
|
|
$
75.3
|
|
$
28.2
|
International
|
261.5
|
|
(40.8)
|
|
53.5
|
Total operating
segments
|
1,963.8
|
|
34.5
|
|
81.7
|
Corporate
|
—
|
|
(35.0)
|
|
0.2
|
Total
|
$
1,963.8
|
|
$
(0.5)
|
|
$
81.9
|
|
|
|
|
|
|
Nine months
ended September 30, 2023
|
|
|
|
|
|
United States Print and
Related Services
|
$
1,854.1
|
|
$
38.0
|
|
$
41.8
|
International
|
315.7
|
|
20.2
|
|
4.2
|
Total operating
segments
|
2,169.8
|
|
58.2
|
|
46.0
|
Corporate
|
—
|
|
(36.0)
|
|
0.8
|
Total
|
$
2,169.8
|
|
$
22.2
|
|
$
46.8
|
______________________________
|
(1)
|
Restructuring,
impairment and transaction-related charges, net are included within
operating income (loss).
|
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
EBITDA, EBITDA MARGIN, ADJUSTED EBITDA AND ADJUSTED EBITDA
MARGIN
For the Three Months Ended September 30, 2024 and 2023
(in millions, except margin data)
(UNAUDITED)
|
|
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
Net loss
|
$
(24.7)
|
|
$
(2.7)
|
Interest
expense
|
17.0
|
|
17.7
|
Income tax expense
(benefit)
|
3.0
|
|
(0.8)
|
Depreciation and
amortization
|
24.4
|
|
32.0
|
EBITDA
(non-GAAP)
|
$
19.7
|
|
$
46.2
|
EBITDA Margin
(non-GAAP)
|
2.9 %
|
|
6.6 %
|
|
|
|
|
Restructuring,
impairment and transaction-related charges, net
(1)
|
39.3
|
|
11.2
|
Adjusted EBITDA
(non-GAAP)
|
$
59.0
|
|
$
57.4
|
Adjusted EBITDA
Margin (non-GAAP)
|
8.7 %
|
|
8.2 %
|
______________________________
|
(1)
|
Operating results for
the three months ended September 30, 2024 and 2023, were
affected by the following restructuring, impairment and
transaction-related charges, net:
|
|
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
Employee termination
charges (a)
|
$
2.2
|
|
$
1.6
|
Impairment charges
(b)
|
52.2
|
|
5.2
|
Transaction-related
charges (c)
|
0.9
|
|
0.5
|
Integration costs
(d)
|
0.1
|
|
—
|
Other restructuring
charges (income) (e)
|
(16.1)
|
|
3.9
|
Restructuring,
impairment and transaction-related charges, net
|
$
39.3
|
|
$
11.2
|
______________________________
|
(a)
|
Employee termination
charges were related to workforce reductions through facility
consolidations and separation programs.
|
(b)
|
Impairment charges were
for certain property, plant and equipment no longer being utilized
in production as a result of facility consolidations and other
capacity reduction and strategic divestiture activities, including
$50.9 million related to the sale of the majority of the European
operations to reduce the carrying value to fair value during the
three months ended September 30, 2024, as well as charges for
operating lease right-of-use assets.
|
(c)
|
Transaction-related
charges consisted of professional service fees related to business
acquisition and divestiture activities.
|
(d)
|
Integration costs were
primarily costs related to the integration of acquired
companies.
|
(e)
|
Other restructuring
charges (income) primarily include costs to maintain and exit
closed facilities, as well as lease exit charges, and are presented
net of a $20.5 million gain on the sale of the Saratoga Springs,
New York facility during the three months ended September 30,
2024.
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
EBITDA, EBITDA MARGIN, ADJUSTED EBITDA AND ADJUSTED EBITDA
MARGIN
For the Nine Months Ended September 30, 2024 and 2023
(in millions, except margin data)
(UNAUDITED)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Net loss
|
$
(55.6)
|
|
$
(33.4)
|
Interest
expense
|
49.4
|
|
51.0
|
Income tax
expense
|
6.3
|
|
5.9
|
Depreciation and
amortization
|
79.4
|
|
97.7
|
EBITDA
(non-GAAP)
|
$
79.5
|
|
$
121.2
|
EBITDA Margin
(non-GAAP)
|
4.0 %
|
|
5.6 %
|
|
|
|
|
Restructuring,
impairment and transaction-related charges, net
(1)
|
81.9
|
|
46.8
|
Adjusted EBITDA
(non-GAAP)
|
$
161.4
|
|
$
168.0
|
Adjusted EBITDA
Margin (non-GAAP)
|
8.2 %
|
|
7.7 %
|
______________________________
|
(1)
|
Operating results for
the nine months ended September 30, 2024 and 2023, were
affected by the following restructuring, impairment and
transaction-related charges, net:
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Employee termination
charges (a)
|
$
19.1
|
|
$
16.6
|
Impairment charges
(b)
|
65.9
|
|
15.8
|
Transaction-related
charges (c)
|
1.8
|
|
1.1
|
Integration costs
(d)
|
0.3
|
|
1.0
|
Other restructuring
charges (income) (e)
|
(5.2)
|
|
12.3
|
Restructuring,
impairment and transaction-related charges, net
|
$
81.9
|
|
$
46.8
|
______________________________
|
(a)
|
Employee termination
charges were related to workforce reductions through facility
consolidations and separation programs.
|
(b)
|
Impairment charges were
for certain property, plant and equipment no longer being utilized
in production as a result of facility consolidations and other
capacity reduction and strategic divestiture activities, including
$50.9 million related to the sale of the majority of the European
operations to reduce the carrying value to fair value during the
nine months ended September 30, 2024, as well as charges for
operating lease right-of-use assets.
|
(c)
|
Transaction-related
charges consisted of professional service fees related to business
acquisition and divestiture activities.
|
(d)
|
Integration costs were
primarily costs related to the integration of acquired
companies.
|
(e)
|
Other restructuring
charges (income) primarily include costs to maintain and exit
closed facilities, as well as lease exit charges, and are presented
net of a $20.5 million gain on the sale of the Saratoga Springs,
New York facility during the nine months ended September 30,
2024.
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
FREE CASH FLOW
For the Nine Months Ended September 30, 2024 and 2023
(in millions)
(UNAUDITED)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Net cash provided by
(used in) operating activities
|
$
(45.9)
|
|
$
41.1
|
|
|
|
|
Less: purchases of
property, plant and equipment
|
45.7
|
|
59.5
|
|
|
|
|
Free Cash Flow
(non-GAAP)
|
$
(91.6)
|
|
$
(18.4)
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
NET DEBT AND DEBT LEVERAGE RATIO
As of September 30, 2024 and December 31, 2023
(in millions, except ratio)
|
|
|
(UNAUDITED)
September 30,
2024
|
|
December 31,
2023
|
Total debt and finance
lease obligations on the condensed consolidated balance
sheets
|
$
502.8
|
|
$
522.7
|
Less: Cash and cash
equivalents
|
12.5
|
|
52.9
|
Net Debt
(non-GAAP)
|
$
490.3
|
|
$
469.8
|
|
|
|
|
Divided by: trailing
twelve months Adjusted EBITDA (non-GAAP) (1)
|
$
227.1
|
|
$
233.7
|
|
|
|
|
Debt Leverage Ratio
(non-GAAP)
|
2.16 x
|
|
2.01 x
|
______________________________
|
(1)
|
The calculation of
Adjusted EBITDA for the trailing twelve months ended
September 30, 2024, and December 31, 2023, was as
follows:
|
|
|
|
|
Add
|
|
Subtract
|
|
Trailing Twelve
Months Ended
|
|
Year
Ended
|
|
Nine Months
Ended
|
|
|
December
31, 2023(a)
|
|
(UNAUDITED)
September 30,
2024
|
|
(UNAUDITED)
September 30,
2023
|
|
(UNAUDITED)
September 30,
2024
|
Net loss
|
$
(55.4)
|
|
$
(55.6)
|
|
$
(33.4)
|
|
$
(77.6)
|
Interest
expense
|
70.0
|
|
49.4
|
|
51.0
|
|
68.4
|
Income tax
expense
|
12.8
|
|
6.3
|
|
5.9
|
|
13.2
|
Depreciation and
amortization
|
128.8
|
|
79.4
|
|
97.7
|
|
110.5
|
EBITDA
(non-GAAP)
|
$
156.2
|
|
$
79.5
|
|
$
121.2
|
|
$
114.5
|
Restructuring,
impairment and transaction-related
charges, net
|
77.5
|
|
81.9
|
|
46.8
|
|
112.6
|
Adjusted EBITDA
(non-GAAP)
|
$
233.7
|
|
$
161.4
|
|
$
168.0
|
|
$
227.1
|
______________________________
|
(a)
|
Financial information
for the year ended December 31, 2023, is included as reported
in the Company's 2023 Annual Report on Form 10-K filed with
the SEC on February 22, 2024.
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
ADJUSTED DILUTED EARNINGS PER SHARE
For the Three Months Ended September 30, 2024 and 2023
(in millions, except per share data)
(UNAUDITED)
|
|
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
Loss before income
taxes
|
$
(21.7)
|
|
$
(3.5)
|
|
|
|
|
Restructuring,
impairment and transaction-related charges, net
|
39.3
|
|
11.2
|
Adjusted net earnings,
before income taxes (non-GAAP)
|
17.6
|
|
7.7
|
|
|
|
|
Income tax expense at
25% normalized tax rate
|
4.4
|
|
1.9
|
Adjusted net earnings
(non-GAAP)
|
$
13.2
|
|
$
5.8
|
|
|
|
|
Basic weighted average
number of common shares outstanding
|
47.8
|
|
48.0
|
Plus: effect of
dilutive equity incentive instruments (non-GAAP)
|
2.7
|
|
2.7
|
Diluted weighted
average number of common shares outstanding (non-GAAP)
|
50.5
|
|
50.7
|
|
|
|
|
Adjusted diluted
earnings per share (non-GAAP) (1)
|
$
0.26
|
|
$
0.11
|
|
|
|
|
|
|
|
|
Diluted loss per share
(GAAP)
|
$
(0.52)
|
|
$
(0.06)
|
Restructuring,
impairment and transaction-related charges, net per
share
|
0.78
|
|
0.22
|
Income tax expense
(benefit) from condensed consolidated statement of operations per
share
|
0.06
|
|
(0.02)
|
Income tax expense at
25% normalized tax rate per share
|
(0.09)
|
|
(0.04)
|
Effect of dilutive
equity incentive instruments
|
0.03
|
|
0.01
|
Adjusted diluted
earnings per share (non-GAAP) (1)
|
$
0.26
|
|
$
0.11
|
______________________________
|
(1)
|
Adjusted diluted
earnings per share excludes the following: (i) restructuring,
impairment and transaction-related charges, net and
(ii) discrete income tax items.
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
QUAD/GRAPHICS,
INC. RECONCILIATION OF GAAP TO NON-GAAP MEASURES
ADJUSTED DILUTED EARNINGS PER SHARE
For the Nine Months Ended September 30, 2024 and 2023
(in millions, except per share data)
(UNAUDITED)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
Loss before income
taxes
|
$
(49.3)
|
|
$
(27.5)
|
|
|
|
|
Restructuring,
impairment and transaction-related charges, net
|
81.9
|
|
46.8
|
Adjusted net earnings,
before income taxes (non-GAAP)
|
32.6
|
|
19.3
|
|
|
|
|
Income tax expense at
25% normalized tax rate
|
8.2
|
|
4.8
|
Adjusted net earnings
(non-GAAP)
|
$
24.4
|
|
$
14.5
|
|
|
|
|
Basic weighted average
number of common shares outstanding
|
47.6
|
|
48.8
|
Plus: effect of
dilutive equity incentive instruments (non-GAAP)
|
2.5
|
|
2.1
|
Diluted weighted
average number of common shares outstanding (non-GAAP)
|
50.1
|
|
50.9
|
|
|
|
|
Adjusted diluted
earnings per share (non-GAAP) (1)
|
$
0.49
|
|
$
0.28
|
|
|
|
|
|
|
|
|
Diluted loss per share
(GAAP)
|
$
(1.17)
|
|
$
(0.68)
|
Restructuring,
impairment and transaction-related charges, net per
share
|
1.63
|
|
0.92
|
Income tax expense
from condensed consolidated statement of operations per
share
|
0.13
|
|
0.12
|
Income tax expense at
25% normalized tax rate per share
|
(0.16)
|
|
(0.09)
|
Effect of dilutive
equity incentive instruments
|
0.06
|
|
0.01
|
Adjusted diluted
earnings per share (non-GAAP) (1)
|
$
0.49
|
|
$
0.28
|
______________________________
|
(1)
|
Adjusted diluted
earnings per share excludes the following: (i) restructuring,
impairment and transaction-related charges, net and
(ii) discrete income tax items.
|
In addition to financial measures prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP), this
earnings announcement also contains non-GAAP financial measures,
specifically EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, Free Cash Flow, Net Debt, 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's performance and are important measures by which
Quad's 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 (used in) operating activities as a measure of
liquidity. These non-GAAP measures may be different than
non-GAAP financial measures used by other companies.
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SOURCE Quad