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A Year ofTransformationAnnual Shareholders Meeting
May 16, 2011
Joel Quadracci
Chairman, President & CEO
John Fowler
Executive Vice President & CFO
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Cautionary Note Regarding Forward-Looking Statements To the extent any statements made in this 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”, “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. Among such risks, uncertainties and other factors that may impact Quad/Graphics are: the impact of significant overcapacity in the commercial printing industry, which creates downward pricing pressure and fluctuating demand for printing services; the impact of fluctuations in costs and availability of raw materials, energy costs and freight rates; Quad/Graphics may be unable to achieve the estimated potential synergies expected from the recently completed acquisition of World Color Press or it may take longer or cost more than expected to achieve those synergy savings;unexpected costs or liabilities related to the acquisition, including the effects of purchase accounting that may be different from Quad/Graphics’ allocations; failure to successfully integrate the operations of Quad/Graphics and World Color Press; the impact of electronic media and similar technological changes; changes in macroeconomic and political conditions in the countries where Quad/Graphics operates; regulatory matters and risks; legislative developments or changes in laws; the impact of fluctuations in interest rates and foreign exchange rates; the retention of existing, and continued attraction of additional, key employees; 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’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 thoseexpressed 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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Use 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 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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A Year of Transformation
A Bold Strategic Move
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40 YearsIn The Making
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Quad/Graphics Founded 1971
Pewaukee, Wisconsin
Employees:
> 5 full-time, 2 part-time
1 press
1 saddle stitcher
20,000 s.f. building
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A Company Built On Finding a Better Way
Entrepreneur, risk taker,
innovator
Lauded for cutting-edge
management practices
> Management by walking away
> Employee ownership and empowerment
Creator of the Quad Culture
Industry visionary
Harry V. Quadracci, Founder
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A Company Built On Strong Culture and Values
Consistent, visionary leadership
KISP: Keep It Simple, Perfect
Think small / Manage big
Invest in people
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Quad’s Values Wheel
Quad’s Values
Wheel
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A Bold Transformational Move
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A Unique OpportunityThe Acquisition Enabled Us To
Leverage the best of both platforms
Expand our geographic footprint
Expand our range of services
Increase efficiencies
Enhance the power of print in a
multichannel world
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Quad/Graphics Pre-Acquisition
3rd largest commercial printer in U.S.
Largest privately held printer in
Western Hemisphere
Headquartered in Sussex, WI
15 printing plants in 4 countries
11,600 employees
$1.8B in sales
Specializing in magazines, catalogs,
retail inserts and direct mail
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Quad/Graphics Today
2nd largest commercial printer in
Western Hemisphere
Headquartered in Sussex, WI
59 printing plants in 9 countries
24,500 employees
$4.8 billion in sales
Expanded product & service offering:
> Books
> Directories
> Offset retail inserts
> Greater range of direct mail
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Expanded Range of Products & Services
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Expanded Geographic Footprint
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4 Key Drivers of Integration Success
Realize somewhat more
than $225 million in
synergy savings
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Integration Progress To Date
Hit the ground running:
> Announced 5 plant closures within 1 month of acquisition close
> Announced 10 plant closures to date, equating to approximately 5 million square feet
> Realized a gross reduction of 5,000 employees, and net reduction of approximately 3,300
> We continue to create jobs and career advancement opportunities in strategic locations across the platform
> Acquired HGI
> We remain confident that we will achieve stated goals
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Integration Progress to DateShoring Up the Business
Serving our clients and ensuring work is produced without
disruption is top priority
In 2010, we moved nearly 400 titles to a more efficient
platform
> Titles moved during peak season
> Retained 97% of revenue from work moved
Quad/Graphics ERP system roll-out underway with first
successful facility conversion complete
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$15M investment to enhance the book platform in Martinsburg, WV
Investments in digital press technology to support the book platform in
Fairfield, PA, and Dubuque IA
State-of-the-art press investments in the direct mail platform as part
of an ongoing $40M capital spending plan
Commercial investments including a substantial addition to
Burlington, WI, facility for several new state-of-the-art presses
$20M investment in the retail insert platform to reinforce our Midwest
presence and solidify our coast-to-coast capabilities
Ongoing platform investment in new technology, automation and
equipment upgrades
Integration Progress to DateInvesting $170M-$200M in 2011 on New Capital Projects Including
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Financial Overview
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Key Highlights of Acquisition
QUAD listed on NYSE
> Used equity rather than lever up the company with debt to finance the acquisition
> Executed share exchange with Worldcolor shareholders by issuing19 million new shares of Class A stock
Quad is a controlled public company with the Harry V. Quadracci family having voting control
Structure provides consistency in ownership, leadership and strategy
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2010 Financial Recap
Generated strong cash flow which allowed us to pay
down $216 million in net debt and invest more than
$80 million into our platform
Improved debt leverage ratio to 2.35x from 2.49x as of
July 2, 2010
Ended year with strong pro forma adjusted EBITDA of
$672 million representing a 3% increase over 2009
Pleased With Overall 2010 Performance
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Q1 2011 HighlightsResults In Line With Expectations
Business trends from 4th quarter 2010 continued
Revenue slightly increased to $1.1 billion versus
pro forma 2010
Adjusted EBITDA of $140.7 million and adjusted
EBITDA margin at 12.8%
> A $0.5 million increase vs. pro forma 1st quarter 2010 despite:
• Reduction in legacy Worldcolor volumes
• Pricing headwinds due to overcapacity in industry and
contractual pricing inherited at acquisition
• Incremental retirement and compensation expense incurred to
create sustainable comprehensive program for legacy
Worldcolor employees
• Rising energy and commodity costs
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Q1 2011 HighlightsBalance Sheet March 31, 2011 (US $ Millions)
The strength in our balance sheet and strong
cash flows were key factors in initiating the dividend
earlier than expected
ASSETS LIABILITIES AND EQUITY
Cash and cash equivalents 14.7$ Accounts payable 311.0$
Receivables 712.8 Other liabilities 397.7
Inventories 266.8 Current debt and capital leases 136.5
Other current assets 193.4 Long-term debt and capital leases 1,434.9
Property, plant and equipment-net 2,290.2 Deferred income taxes 441.7
Goodwill and other intangible assets 1,168.3 Pension, MEPPs & other post-retirement benefits 433.0
Other long term assets 224.7 Other long-term liabilities 216.8
Total assets 4,870.9$ Total liabilities 3,371.6
Equity 1,499.3
Total liabilities and equity 4,870.9$
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All amounts are as of March 31, 2011 and July 2, 2010 or for the trailing 12 months ended March 31, 2011 and July 2, 2010.
(1) Excludes Worldcolor pension and other postretirement liabilities.
(2) Interest coverage defined as LTM pro forma adjusted EBITDA divided by LTM pro forma interest expense.
Q1 2011 HighlightsWell Capitalized (US $ Millions)
Significant debt and pension liability reductions
since the Worldcolor acquisition
March 31st
2011July 2nd
2010
Unrestricted Cash & Cash Equivalents 15 43
Debt¹ 1,571 1,795
Debt/LTM Pro forma Adjusted EBITDA¹ 2.34X 2.49X
Interest Coverage² 5.2X NM
Pension, MEPPs & Other Post Retirement Benefits 433 547
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Q1 2011 HighlightsDeclared Dividend Earlier Than Anticipated
We have initiated our first dividend as a public company based on our confidence to:
> Generate sustained strong future cash flows
> Continue to pay down debt
> Successfully complete Worldcolor integration
Quarterly dividend of $0.20 per share payable on June 10, 2011
> This represents an annualized dividend of $0.80 per share
Enhances Returns to Shareholders
Through Broadened Capital Allocation Strategy
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Creating Shareholder Value
Profitable Growth
> Greenfield / Organic
> Acquisition
Margin Improvement
Disciplined Capital Management
> Capital spending
> Working capital cash cycle
> Leverage / Use of debt
> Balance sheet risk
> Dividend policy / Share repurchase
Stock Price Multiple Expansion
> Size and industry position
> New business
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Why Print?
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Print Works
82% of consumers acted on a newspaper insert ad in the past 30 days2
96% of adults under age 35 read magazines1
1 2010/11 Magazine Handbook
2 MORI, 2009
3 The OnCampus Research Electronic Book and
E-Reader Device Survey, 2010
4 Pitney Bowes Study, April 2010
66% of consumers prefer to receive printed catalogs vs. viewing them online4
74% of college students prefer printed textbooks over digital3
5.8% Percentage by which direct mail spending is predicted to grow in 20117
34% Average improvement in response rates from campaigns combining print and other channels vs. print alone5
20-50% The rise in website sales after a catalog mail drop6
5 InfoTrends study 2011
6 Key Catalog / Multichannel Issues Study
7 Winterberry Group, Outlook 2011: What to Expect in
Direct & Direct Marketing
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Data
Drives
Response
It’s an “All of the Above World”
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Product Line Solutions
Magazines • Advanced demographic binding
• Custom web formats
• Co-mail
• Digital publishing
• XML repository
• Workflow tools for automated publishing and asset management
• Ad and page production portals
Catalogs • Targeted personalization / selective binding
• Co-mail
• Digital editions
• iPad app with e-commerce capability
• Workflow tools for automated page production
Books • Short or on-demand runs using digital presses
• Longer hardcover and paperback runs using web offset
• e-books
Retail • Workflow tools for automated page production
• Versioning
• Creative outputs
• In-store signage and point-of-purchase displays
Direct Mail • Variable data digital printing
• Data analytics
• Creative format & design
• Integrated PURLs / microsites / email
• Commingle
Directories • Direct mail
• Integrated multichannel solutions
Redefining Print in a Multichannel World
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Moving Forward
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Unwavering Strategic Goals Redefine print as the foundation
of coordinated multichannel
marketing campaigns
Use an efficient and innovative
distribution network to provide
enhanced value to clients
Maximize operational and
technological excellence
Drive domestic and international
growth in core and related
businesses
Empower, engage and develop
our employees
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Meet and exceed the needs of our customers
Strong commitment to a safe work environment for employees
Continue to make great progress on our integration plan
Remain operationally impatient to improve results
Invest in the platform with disciplined focus on economic
asset life vs. mechanical life
Stay strategically disciplined in growing profitably
Remain steadfast in our focus to increase and maximize
shareholder value
Moving ForwardContinue To Balance our Priorities
Declaration of Dividend Reflects Confidence in Business
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“I’ll Tell You When We Get There.”
- Harry V. Quadracci
Where Do We Go From Here?
Harry’s Letter to the Future
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Q&A
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Innovative People Redefining Print