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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2024
Updated Quad Logo 2023.jpg
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin001-3480639-1152983
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices, including zip code)

(414) 566-6000
(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
            Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425)
            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12)
            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b))
            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.025 per share QUADThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company               
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 7.01.    Regulation FD Disclosure.

On November 20, 2024, at 8:30 a.m. ET in New York City, New York, Quad/Graphics, Inc. (“Quad”) will present and webcast a presentation to investors and analysts by Joel Quadracci, Chairman, President and Chief Executive Officer, Anthony Staniak, Chief Financial Officer, and other members of Quad’s management team.

The slides that Messrs. Quadracci and Staniak and other members of Quad’s executive leadership team will present and related information are furnished herewith as Exhibit 99.1 and are incorporated herein by reference. The presentation will be accessible, in listen-only mode, on Quad’s investor relations home page, at www.quad.com/investor-relations. Recorded replays of the presentation will be available on the website.

The information in this Item 7.01, and in Exhibit 99.1 attached to this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Item 7.01, such Exhibit 99.1 or any of the information contained therein, be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(a)Not applicable.

(b)Not applicable.

(c)Not applicable.

(d)Exhibits. The exhibits listed in the exhibit index below are being furnished herewith:


EXHIBIT INDEX

Exhibit
Number



2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:November 20, 2024
QUAD/GRAPHICS, INC.
By:/s/ Anthony C. Staniak
Name:Anthony C. Staniak
Title:Chief Financial Officer


3
November 20, 2024 EXHIBIT 99.1 Don Pontes, Executive Director of Investor Relations Quad 2 Chairman, President & CEO Chief Marketing Officer President of Media President, Quad Agency Solutions & EVP, Product & Market Strategy EVP & Chief Operating Officer Chief Financial OfficerEVP & Chief Revenue Officer Special Guest: Founder and CEO, FlowcodeVice President Brand Marketing Executive Director of Investor Relations Quad 3 8:30am Welcome and Opening Remarks Don Pontes, Executive Director of Investor Relations Company Overview Joel Quadracci, Chairman, President & CEO Quad’s Marketing Vision Josh Golden, Chief Marketing Officer & Heidi Waldusky, Vice President Brand Marketing MX: Intelligence & Media Joshua Lowcock, President of Media Fireside Chat with Special Guest, Tim Armstrong Josh Golden, Chief Marketing Officer 10:20am Break 10:30am Continuous Innovation and Product Development Eric Ashworth, President, Quad Agency Solutions & EVP, Product & Market Strategy Client Success Stories Julie Currie, EVP & Chief Revenue Officer Operations Update Dave Honan, EVP & Chief Operating Officer Financial Outlook Tony Staniak, Chief Financial Officer Q&A 12:00pm Lunch and Demonstrations Quad 4


 
This communication 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. Quad 5 Quad Virtual attendees may submit questions to IR@quad.com 6 Joel Quadracci, Chairman, President & CEO Quad 7 A Marketing Experience Company $ 1971 $3B 2,700+ 13,150 40+ Founded Net Sales Clients Across Diverse Industries Employees Worldwide Global Locations Quad 8


 
RETAIL GROCERY PUBLISHING CPG FINANCE & INSURANCE HEALTH DIRECT-TO- CONSUMER Quad 9 Executive Vice President & Chief Operating Officer Joined Quad: 2009 Journal Communications, Newell Brands, Arthur Andersen Chief Marketing Officer Joined Quad: 2021 Ad Age, Xerox, NBC Universal, Grey Group, Havas, Young & Rubicam General Counsel, Corporate Secretary & Chief Risk & Compliance Officer Joined Quad: 2007 Foley and Lardner, SNR Denton, Seyfarth Shaw President of Media Joined Quad: 2023 UM Worldwide, MediaVest, News Corp Chief Human Resources Officer Joined Quad: 1999 Edison International Executive Vice President & Treasurer, Head of Agency Operations Joined Quad: 1993 Chief Financial Officer Joined Quad: 2009 Sagence, Arthur Andersen Executive Vice President & Chief Administrative Officer Joined Quad: 2010 J.S. Eliezer Associates Executive Vice President & Chief Revenue Officer Joined Quad: 2020 FCM, Nielsen Senior Vice President of Manufacturing Joined Quad: 1996 President, Quad Agency Solutions; EVP, Product & Market Strategy Joined Quad: 2015 SGK, Colgate-Palmolive, Clorox, Levi Strauss President of Betty a Quad agency Joined Quad: 2020 MARC USA, FCB, Leo Burnett Vice President & Chief Accounting Officer Joined Quad: 2011 Journal Communications Quad 10 Chief Client Strategy and Integration Officer Joined Quad: 2024 Havas, Deloitte, R/GA, Ogilvy Online Media Expansion Content Execution at Scale Print Consolidation & Diversification Data Differentiation Quad Creative Quad 11 Quad Data Systems Print Media Placement Print Organic Growth Focusing on continuous innovation and product development is one of Quad’s competitive advantages, resulting in new client offerings such as In-Store Connect Streamlining the work of the marketer by utilizing our MX Solutions Suite to enable marketing efficiencies and drive positive business outcomes Using our flexible operating model and shift to services to drive our long-term financial goals, including margin expansion and net sales growth Leveraging our proprietary, household-based data stack and new AI-backed solutions to enable brands to create highly personalized content at scale across multiple marketing channels Building on our momentum as a marketing experience (MX) company, simplifying the marketing ecosystem for clients through process, integration and scale Quad 12


 
Top Printing Companies in the U.S. and Canada PERFORMANCE CREATIVITY INNOVATION 2019 “Best in Show” Top 40 Digital Marketing Strategists National Gold Winner for Art Direction Tulip Award for Sustainable Performance Performance marketing agencies in the world TOP 5 by World’s Largest Agency Companies Quad 13 Josh Golden, Chief Marketing Officer Quad 14 A Better Way We use every tool at our disposal to make the marketer’s experience better A Marketing Experience (MX) Company We’ve always been marketer obsessed; our MX solution suites address critical marketing pain points Our Momentum We will continue to provide our clients a foundation for real, repeatable success Heidi Waldusky Vice President Brand Marketing Quad 15 Inflation and Rising Costs Data Privacy and Identity Fragmentation of Media and Point Solutions Reaching ConsumersNavigating Complexity Economic Uncertainty Quad 16


 
Diversified offering to support client needs of integrated and omnichannel marketing services Built a strong print platform that continues today 1971 Acquired to extend print offering and improve efficiencies Household In-Store Online 2010 2018 Helping brands make direct consumer connections, from household to in-store to online 2023 and Forward Quad 17 In-Store Household Online Retail Display & Packaging Solutions Omnichannel Media Solutions Addressable Print & Postal Solutions Quad Data Reach of Adult US Population Continuously Re- Validated Household Data Points Reach of US Households Quad 18 From offline to online, across Creative, Production and Media, fueled by Intelligence and Tech, Quad’s MX Suite of products and services is flexibly tailored for the unique needs of the marketer Omnichannel Marketing In-Store & Packaging Print & Managed Services Brand Strategy & Design Content Creation & Studios Client Technology Data & Analytics Testing & Measurement Quad 19 20 Scaled AI Creative Postal Optimization Omnichannel Media First-to-Market in North America Automated 3D digital twin scanner solution First-to-Market Dynamic postal optimized mail packaging solution First-to-Market In-Store retail media network for mid-market retailers Unique Data AI Optimization & Audience Activation Trigger Mail Modernizing Direct Mail Like Digital Omnichannel Marketing In-Store & Packaging Print & Managed Services Brand Strategy & Design Content Creation & Studios Client Technology Data & Analytics Testing & Measurement Quad


 
Talent Growth President of Media UM Worldwide, MediaVest, News Corp Continuing to attract a new wave of talent across agency, data, media & tech Head of Client Experience Tyson Foods, Starcomm Client Growth Opening doors to new customers and industry verticals Engagement Growth YTD New LinkedIn Followers are Decision Makers Increase in Tier 1 Earned Media Earned Media Placements Building industry credibility and engagement across channels Quad 21 Chief Client Strategy and Integration Officer Havas, Deloitte, R/GA, Ogilvy SVP of Business Development Bonfire, Edelman, Buzzfeed, Leo Burnett Joshua Lowcock, President of Media Quad 22 Quad 23 John Doe 123 Address City, State Zip John Doe Jane Doe John Jr Doe Jennifer Doe Quad 24


 
Cookie Device- ID Deprecation Email Addresses Only One Place You Call Home Identity is built from the place you call home Data & Privacy Regulations Mobile Numbers Home Addresses Quad 25 Quad 26 Quad 27 121M Househ o ld s Quad’s core dataset features 250M consumers, mapped to a resilient identifier ⎯ their physical home address coupled with additional data and contextual insights that can be activated across any media channel: • Reaches real people • Targets individuals and households • Leverages advanced audiences and models consumers2 0 ,0 0 0 + attributes Reach of Adult US Population Continuously Re- Validated Household Data Points Reach of US Households Quad 28


 
US Consumers Attributes US Households Demographic • Age • Income • Ethnicity • Education • Adults in Household • Principal Shopper • Children • Spouse • Households • Head of Household • Business Owner • Employment • Lifestyles • Political Affiliation • Leisure Activity Transactions Shopping • Transactions • Card Data • Brands • Merchants • Locations • Channels Telecom • Phones & Plans • Internet • Apps Finance • Credit • Mortgage • Home Equity Attitudinal Passions (1,000+) • Consumer Confidence • Buying Styles • Social Media • Finance • Health • Sports • Media • Shopping • Home Goods • Lawn & Garden • Furniture • Books • Home Improvement • Cooking Behavior Media • Cable • Internet • Television • Radio & Audio • Sports • Place-Based Activities • Apparel & Accessories • Automotive • Household • Personal Care • Travel Quad 29 Contextual Transactional Attributes Household and Identity Spine Predictive Propensity Client Custom Online Behavior Device Location Personas Creator / Influencer Media Usage Social Listening ProductCategoryRetailer IP GraphDevice Graph Household Graph Identity Graph 1 Core Spine 2 Media Use 3 Personas 4 Transaction 5 Client 1PD Quad has built a modern data stack to avoid industry pitfalls: • Open architecture • Extensible data • Activation agnostic • Avoids unnecessary taxes and tolls Quad 30 — Leading Agency Pitch Consultant “ ” Quad 31 As shared in September: • Partnership with Google to leverage AI smarter audience creation and development • Truly democratizes access to and unlocks the power of Quad’s data stack • Puts data analysis and insights in the hands of every employee across Quad, Betty, and Rise Quad 32


 
Quad 33 Data fueled, audience-led strategies for creative, media, and print: • Omnichannel audience view • Channel agnostic • Measurable impact and results With joint opportunities in creative and media more common, our unholding company approach to data is a key differentiator “Please create optimized ads for the top 4 customer segments most likely to purchase from Summerfield Gardens in the next week.” Quad Proprietary Data Google Search Data Brand Voice Sample PROMPT Web Form Enterprise Search MONTHS SEGMENT 1 “Casual Gardeners” Prompt • Scores HIGH for Rainbow Coleus purchase • Responds to TEXT MESSAGES • Reacts to VERSATILITY of plants • Scores HIGH for Hosta purchase • Responds to DIRECT MAIL + SOCIAL • Reacts to SUSTAINABILITY of the plant • Scores HIGH for garden purchase • Responds to DIRECT MAIL • Reacts to VALUE • Scores HIGH for ease of care purchase • Responds to DIGITAL MEDIA • Reacts to DURABILITY of the plant Succulent COMMON HOUSELEEK The Common Houseleek Succulent has charming colors and exotic foliage. Be Green with Hostas Hostas are contagious! We have a collection of Hostas that will enchant any shade garden. They are easy to grow and hardy in almost every growing zone and come in a huge variety of shapes and sizes. Stunning Hostas (262) 530-0258 (262) 530-0258 CREATE STUNNING GARDENS FAST! John, Watch as your garden comes to life with stunning lily blooms in an array of captivating hues, adding charm and sophistication to any landscape. 6 PLANTS FOR $19.99 SEGMENT 2 “Urban Gardeners” Healthy plants, happy life! Few gardeners are content with the length of their growing season. We found the most versatile plants that can withstand the heat and sun. Visit our huge selection. We are 100% committed to helping you grow your future. SEGMENT 3 “Eco- Conscious” SEGMENT 4 “DIY Home Improvement Gardeners” Quad 34 Omnichannel AgencyDigital Agency Proprietary Data StackPlatform Data Balancing Brand and DemandShort-term Results Connections, Commerce, and CreatorsSpots and Dots Scale without SacrificeCost per Action Quad 35 Secured key partnerships to provide turnkey email activation solutions for integrated direct mail and email campaigns Partnered with an independent data science firm to identify and eliminate wasted digital spend to improve media effectiveness Rise now has access to $3B in negotiating and buying leverage across digital and traditional media from new partnerships and expanded offerings Quad 36 + Offline to Online Optimization & Transparency Marketplace Clout


 
Scale with Agility Client First Media Investment Brand and Performance Transparency and Accountability We are not beholden to industry broken operating models Quad 37 Josh Golden Chief Marketing Officer Tim Armstrong Founder and CEO, Flowcode Special Guest Quad 38 Eric Ashworth President, Quad Agency Solutions & EVP, Product & Market Strategy Quad 39 Quad 40 Eric Ashworth, President, Quad Agency Solutions & EVP, Product & Market Strategy


 
PHASE 1 Concept & Ideas PHASE 2 Business Case PHASE 3 Design & Planning PHASE 4 Pilot & Validate INNOVATION INSIDE OUT OUTSIDE IN • The Offering • Target Segment • Client Value Proposition • Quad Value Proposition • Competition • Market Sizing • Voice of Customer • SWOT Analysis • Build vs. Buy • Financial Projections • Estimated Timeline • Prototype Creation • Legal and Compliance Review • Stakeholder Input • CapEx Considerations • Operational Plan • Sales / Go to Market Plan • Finalize Financial Projections • Legal & Compliance review • Product Launch • Implement KPIs • Refinement Quad 41 42 The first commercially available automated 3D scanning solution in the North American market and an extension of Quad’s studio offering Creates photorealistic 3D assets for: • Virtual 2D photography • Product videos • Virtual try-on • Augmented and virtual reality experiences Quad 43Quad $54.9 $67.8 $84.1 $104.5 $129.9 26.0% 23.7% 24.0% 24.2% 24.4% 2024 2025 2026 2027 2028 % Change Billions Source: EMARKETER Forecast, March 2024 Quad 44 Omnichannel Retail Media Ad Spending US, 2024-2028, $ Billions


 
Source: EMARKETER Forecast, March 2024 77% 7% 8% Amazon Walmart 3% Target 2% Instacart Others Retail Media Ad Revenue Share, by Company US, 2024, % of Retail Media Digital Ad Spending Quad 45 80% More Than of Retail Sales Happen in Physical Stores Source: EMARKETER, “In-Store Retail Media 2024,” May 2024 Quad 46 ejoafkdinbglchm Number of Screens Per Store 14 Estimated Weekly Audience 15,000 Quad 47 e j o a f k d i n b g l c h m Number of Screens Per Store 14 Estimated Weekly Audience 15,000 Number of Screens Per Store Estimated Weekly Audience 225,000 14 Quad 48


 
Number of Screens Per Store 14 Estimated Weekly Audience 3,750,000 Number of Screens Per Store 14 Estimated Weekly Audience 12,000,000 Quad 49 Quad 50 Traditional Channels Traditional Media Radio, OOH, Direct Mail, Digital, TV, Search Educational & Informational Media Social, Website, Blog, Targeted Digital, Search Point-Of-Purchase Media Connected Media and Retail Media Networks, Search Quad 51 Awareness Broad reach and frequency / National scale Consideration Content while shoppers are researching Purchase Close the sale Customer Journey Stage Awareness Front entrance Consideration Purchase Customer Journey Stage Quad 52


 
Awareness Consideration Perimeter and endcap displays Purchase Customer Journey Stage Quad 53 Awareness Consideration Purchase SKU specific Customer Journey Stage Quad 54 Quad 55 Install, Maintenance & Audit Electrical Reporting & Insights Sales Strategy & Support Network Design Procurement Project Management Content Strategy Creative Production Creative Scheduling Quad 56


 
“ ” Quad 57 Tamara Pattison Chief Digital Officer 15 stores Q3 2024 Proof of Concept #1 Q4 2024 Proof of Concept #2 2025 and Beyond Expansion Strategies 15 stores 15 stores + 3rd Grocery Client National coverage to rival platforms Programmatic and client side buying Test adjacent scaled retail verticals (C-stores, Drug stores, etc.) 3 2 1 Quad 58 Julie Currie, EVP & Chief Revenue Officer Quad 59 Quad 60 The Client’s Challenge Empower local teams to create impactful, compliant and customized marketing campaigns while maintaining national brand consistency Intense competition • Complex consumer expectations • High compliance standards Health Industry Challenges About the Client Humana is a leading American health insurance provider focused on delivering comprehensive health plans and services Key Offerings Target Customer Preferences Comprehensive affordable plans Personalized coverage options with locally accessible providers Health insurance plans Healthcare services Market Approach Provider partnerships Local execution with corporate planning


 
MX: Intelligence • Audience Analytics • Campaign Development • Performance Data MX: Creative • Premedia & Adaptive Design • Creative Templates MX: Production • Direct Mail • Print & Postal Logistics MX: Media • Addressable Media MX: Tech • Order Management System • Direct Mail Automation From an offline, manual campaign creation process To an automated, streamlined process Quad 61 Quad 62 The Client’s Challenge Make consumer interactions more relevant through a personalized and streamlined brand experience across digital and traditional channels About the Client Meijer is a leading regional retailer that operates more than 500 supercenters, neighborhood markets, and grocery stores throughout the Midwest Intense competition • Market penetration • Boosting purchase frequency • Convenience expectations Grocery Retail Industry Challenges Market Approach Build loyalty and repeat business Convenient, value-driven shopping experience Target Customer Preferences Deal-seeking and value loyalty programs One-stop shoppers Key Offerings Grocery, clothing, household items, pharmacy, private label In-store and online Quad 63 MX: Intelligence • Customer Analytics • Campaign Measurement • Media Mix Modeling MX: Creative • Content Management • Onsite Photo & Studio Management • FavoriteChild Brand Strategy MX: Production • Direct Mail • Retail Inserts • Logistics MX: Media • Media Planning • Media Optimization MX: Tech • Connex • ContentX Gravity Model Informed media mix by market Connection s Planning 27 MEIJER IS… my first choice for food my convenient destination for the everyday and seasonal needs of my family my trusted choice to get value where and how I want it quick and easy both in-store and online my exciting and personalized shopping experience a valued part of my community PREMIER CLASSIC BASE NON-SHOPPER CLASSIC BASE NON-SHOPPER CLASSIC BASE PREMIER PREMIER NON-SHOPPER NON-SHOPPER Connections Planning Optimized media spend by audience Effective Reach Optimization Improved market-level performance From a personalized direct mail partnership To a media strategy partnership connecting CRM data and market-specific insights • Strong and deep relationships with a diverse client base • Solutions to address marketing challenges • Configurable to meet the needs of multiple verticals • Investing in sales talent to grow existing client relationships and to acquire new clients Quad 64


 
Dave Honan, EVP & Chief Operating Officer Quad 65 A highly efficient and flexible model that drives margin growth and delivers value to our clients on our marketing experience promise Quad 66 Investing in automation and reducing fixed costs to flex efficiently with volume demand Providing a safe work environment, retaining key talent and increasing flexible labor Delivering high quality products and distribution that maximize customer marketing ROI Quad 67 Prioritizing Safety Over Speed Optimizing Crew Schedules Rotating Crews Across a Variety of Equipment Continually Evaluating Work Environment 7,500 6,000 2022 2023 2024E ~4,700 -37% Full-time Manufacturing Employees Flexible Labor (% of Total Manufacturing Hours) 27% 29% 2022 2023 2024E ~37% • Effectively managing labor to lower overall headcount, while driving more flexible labor hours to adjust quickly to demand fluctuations • Maintaining safety, quality and customer service levels within targets despite more aggressive labor planning • Increased print EBITDA margins by 350 basis points from 2022 to 2024 primarily due to implementation of flex labor scheduling Quad 68


 
Marketing Experience Innovation Center Quad 69 • Transformed 900,000 square- foot, West Allis, Wisconsin magazine and catalog printing facility into an Innovation Center to support growing In-Store offering • Exited four leased facilities previously used for Quad In-Store operations • Room for future growth ✓ Co-Mail: Multiple client mail lists for the same in-home window combined into a single mail stream ✓ Household Fusion: Multiple clients combined into a single mail package going to the same mailing address Our Solutions (1) Quad internal estimates (2) Excludes USPS First Class and Package Services Mail Quad 70 over of client cost is postage(1) pieces of mail in 2023 representing: Quad mailed over of USPS Marketing Mail and Periodical volume(2) over Capital Expenditures ($ Millions) OPEX Perfect Pick HD $60.3 $70.8 1.9% 2.4% 2022 2023 ~2.4% 2024E ~$65.0 Manroland 4x8 Press • Installed OPEX Perfect Pick HD, an automated storage and retrieval system • 65% headcount reduction • Installed three, new Manroland presses in US (2) and Mexico (1) • 2.7 times more efficient • 36% headcount reduction Quad 71 % of Net Sales Capital Expenditures Square Footage > 1m 500k ― 1m < 500k Leased Owned For Sale Riverside, CA Lufkin, TX The Rock, GA Spartanburg, SC Martinsburg, WV Winchester, VA Westampton, NJ Chalfont, PA Springfield, MA Waukee, IA Greenville, MI Tampa, FL Sacramento, CA Effingham, IL (2) Saratoga Springs, NY Wisconsin (7): Lomira, Hartford, Sussex, West Allis, Pewaukee, Burlington, Franklin Recently Sold • Recently sold 1 million square foot Saratoga Springs, New York facility for $41 million • Continuing to make progress on the sale of 4 recently closed facilities • Nine owned print manufacturing facilities still in operation, representing approximately 9 million square feet United States Manufacturing Operations Quad 72


 
Latin America Quad 73 Europe • Agreed to sell the majority of our European operations for approximately $45M to Capmont by year end • Optimizes our business portfolio for growth as a marketing experience company Lima, Perú Bogotá, Colombia Santo Domingo, Dominican Republic México (2): Toluca, Xochimilco Poland (3): Radzymin, Warsaw, Wyszków Paris, France • Strategic extension of US operations for traditional printing (Mexico) and packaging (Dominican Republic) • Additional opportunities for Peru and Colombia to service clients throughout South America A highly efficient and flexible model that drives margin growth and delivers value to our clients on our marketing experience promise Quad 74 Investing in automation and reducing fixed costs to flex efficiently with volume demand Providing a safe work environment, retaining key talent and increasing flexible labor Delivering high quality products and distribution that maximize customer marketing ROI Tony Staniak, Chief Financial Officer Quad 75 Financial Metric Original 2024 Guidance Updated 2024 Guidance Annual Net Sales Change 5% to 9% decline Approximately 9% decline Full-Year Adjusted EBITDA(1) $205 to $245 million $215 to $235 million Free Cash Flow(1) $50 to $70 million $50 to $70 million Capital Expenditures $60 to $70 million Approximately $65 million Year-End Debt Leverage Ratio(1)(2) Approximately 1.8x Approximately 1.5xAp roximately 1.5x(3) (1) See appendix for definitions of our non-GAAP measures (2) Debt Leverage Ratio is calculated at the midpoint of the Adjusted EBITDA guidance (3) We anticipate year-end net debt leverage of approximately 1.5 times, pending the sale of the majority of our European operations Quad 76


 
32% Integrated Solutions Agency Logistics 11% Large Scale Print Magazines Retail Inserts 47% Targeted Print Catalogs Direct Marketing Packaging In-Store Special Interest Publications Net Sales Estimate Services 22% Integrated Solutions Agency Logistics 23% Large Scale Print Magazines Retail Inserts 42% Targeted Print Catalogs Direct Marketing Packaging In-Store Special Interest Publications Net Sales Estimate 13% International Print Latin America Europe(1) 10% International Print Latin America Quad 77 Services ProductsProducts (1) Quad entered into a definitive agreement to sell the majority of its European operations to Germany-based entrepreneurial private capital investment manager Capmont GmbH. The transaction is expected to close by year-end 2024 pending customary regulatory clearances and other closing conditions. Long-term Margin Profile(2) 32% Integrated Solutions Agency Logistics 11% Large Scale Print Magazines Retail Inserts 47% Targeted Print Catalogs Direct Marketing Packaging In-Store Special Interest Publications Net Sales Estimate 10% International Print Latin America Adjusted EBITDA Margin Adjusted EBITDA Margin Adjusted EBITDA Margin (1) See appendix for definitions of our non-GAAP measures and a reconciliation of Adjusted EBITDA as a non-GAAP measure (2) Excludes certain corporate costs • Margins expected to improve with services growth • Project Adjusted EBITDA Margin(1) to increase at least 100 basis points from today’s levels within a three-year timeframe • Long-term goal is low double digit Adjusted EBITDA margins Quad 78 ✓ Macroeconomic environment ✓ Ad spending trends ✓ Postal rates impacting print volumes ✓ Changing interest rates ✓ Regulations and tariffs Key External Drivers Adjusted EBITDA Margin Free Cash Flow and Proceeds from Asset Sales ($ Millions) $129 $87 $94 $69 $166 $32 2020 2021 $5 2022 $77 2023 ~$114 ~$60 2024 Updated Guidance $198 $253 $99 $109 ~$174 Asset Sales Free Cash Flow ✓ Increased profitability ✓ Capital expenditure requirements ✓ Lower restructuring and interest expense ✓ Higher taxes after utilizing tax benefits ✓ Asset sale opportunities • Forecast continued strong cash generation from Free Cash Flow(1) and asset sales • Anticipate Free Cash Flow Conversion(2) over 35% within a three-year timeframe • Will continue to generate cash from asset sales on an event-basis; fair value of owned property and buildings of at least $250 million at current cap rates Quad 79 (1) See appendix for definitions of our non-GAAP measures and for reconciliations of Free Cash Flow and Adjusted EBITDA as a non-GAAP measures (2) Free Cash Flow Conversion is defined as Free Cash Flow divided by Adjusted EBITDA Key Drivers $1,034 $873 $624 $545 $470 3.0x 3.2x 2.4x 2.2x 2.0x 2019 2020 2021 2022 2023 2024 Updated Guidance ~$330 ~1.5x -68% Debt Leverage Ratio Net Debt Net Debt ($ Millions) • Net Debt(1) expected to decline by over $700 million from 2020 to 2024 • Announcing new, long-term targeted debt leverage(1) range of 1.5x to 2.0x, lowered from 1.75x to 2.25x • May operate outside of this range at certain times due to business seasonality, investments and M&A Quad 80 ✓ Cash generation ✓ M&A opportunities ✓ Equity support (1) See appendix for definitions of our non-GAAP measures and for a reconciliation of Net Debt and Debt Leverage Ratio as non-GAAP measures Key Drivers


 
$43 $23 $40 $35 $37 $193 $73 2024 2025 2026 2027 2028 2029 $299 $33 Term Loan A (Amortization) Revolving Credit Facilities(1) Term Loan A (Maturity) Debt Ladder ($ Millions)• Extended $690 million Term Loan A and Revolving Credit Agreement through 2029 • Next significant maturity is $193 million due in October 2029 • Extension provides additional financial flexibility to focus on growth offerings and return capital to shareholders • Variable rate debt and interest rate collars provide ability for decreased interest rates Strong Banking Relationships (1) Represents the outstanding balance of the revolving credit facilities as reported in our September 30, 2024 Form 10-Q filed on October 30, 2024 Quad 81 Increasing growth investments as a marketing experience company Increasing return of capital to shareholders through dividends and share buybacks Maintain low debt leverage and ensure long-term financial strength Debt Reduction Growth Investments Shareholder Returns Quad 82 Financial Metric 2024 Updated Guidance Three Year Outlook Long-term Financial Goals Annual Net Sales Change Approximately 9% decline Net Sales inflection point Net Sales growth Full-Year Adjusted EBITDA(1) $215 to $235 million ~8.4% Margin(2) At least 100 basis point margin improvement Low double digit Adjusted EBITDA margin Free Cash Flow(1) $50 to $70 million ~27% Conversion rate(2) 35% Free Cash Flow conversion 40% Free Cash Flow conversion Year-End Debt Leverage Ratio(1) Approximately 1.5x(2) Below range of 1.75 to 2.25x Long-term targeted Debt Leverage range of 1.5x – 2.0x May be outside of that range at times due to seasonality, investments or acquisitions (1) See appendix for definitions of our non-GAAP measures (2) Adjusted EBITDA Margin, Free Cash Flow Conversion, and Debt Leverage Ratio are calculated at the midpoints of the 2024 Updated Guidance ranges Quad 83 • Winning new clients and diversifying revenue and client mix through strategic investments in innovative data and media solutions, agency talent, business development and marketing Transformation Momentum • Proven ability to execute and scale costs driving Free Cash Flow generation • Divesting non-core assets and generating cash to fuel growth strategy Strong Cash Generation Supporting Growth • Targeting approximately 1.5x Debt Leverage by the end of 2024, a reduction of over $700M or 68% since 1/1/20 • Supports investments in growth businesses and shareholder returns including dividends and share buybacks Industry Leading Financial Foundation • Serving 2,700 clients across growing verticals such as retail, publishing, consumer packaged goods, finance and insurance, health and direct-to-consumer Trusted by Leading Global Brands One-of-a-Kind Integrated Marketing Platform • Featuring through-the-line marketing solutions deployed across offline and online channels • Accessing additional revenue opportunity in advertising and marketing services industry Quad 84


 
Online Media Expansion Content Execution at Scale Print Consolidation & Diversification Data Differentiation Quad Creative Quad 85 Quad Data Systems Print Media Placement Print Organic Growth Quad 86 Quad Virtual attendees may submit questions to IR@quad.com 87


 
• 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, Net Debt, and Debt Leverage Ratio. 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. Reconciliations to the GAAP equivalent of these non-GAAP measures are contained on the following slides. • Adjusted EBITDA is defined as net earnings (loss) excluding interest expense, income tax expense (benefit), depreciation and amortization (“EBITDA”) and restructuring, impairment and transaction-related charges, net, gains from sale and leaseback, loss on debt extinguishment, equity in earnings of unconsolidated entity, and the Adjusted EBITDA for unconsolidated equity method investments (calculated in a consistent manner with the calculation for Quad). • EBITDA Margin and Adjusted EBITDA Margin are defined as EBITDA or 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. Quad 89 Year-to-Date Nine Months Ended September 30, US $ Millions 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 81.9 46.8 Adjusted EBITDA (non-GAAP) $ 161.4 $ 168.0 Adjusted EBITDA Margin (non-GAAP) 8.2% 7.7% Quad 90 Full-Year Year Ended December 31, US $ Millions 2023 2022 2021 Net earnings (loss) $ (55.4) $ 9.3 $ 37.8 Interest expense 70.0 48.4 59.6 Income tax expense 12.8 8.4 9.5 Depreciation and amortization 128.8 141.3 157.3 EBITDA (non-GAAP) $ 156.2 $ 207.4 $ 264.2 EBITDA Margin (non-GAAP) 5.3% 6.4% 8.9% Restructuring, impairment and transaction-related charges 77.5 44.8 18.9 Gains from sale and leaseback — — (24.5) Loss on debt extinguishment — — 0.7 Other(1) — — 1.2 Adjusted EBITDA (non-GAAP) $ 233.7 $ 252.2 $260.5 Adjusted EBITDA Margin (non-GAAP) 7.9% 7.8% 8.8% (1) Other includes the following items: (a) the equity in earnings of unconsolidated entity, which includes the results of operations for an investment in an entity where Quad has the ability to exert significant influence, but not control, and is accounted for using the equity method of accounting; and (b) the Adjusted EBITDA for unconsolidated equity method investments, which was calculated in a consistent manner with the calculation above for Quad. Quad 91 Nine Months Ended September 30, US $ Millions 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) Year Ended December 31, US $ Millions 2023 2022 2021 Net cash provided by operating activities $ 147.6 $ 154.6 $136.5 Less: purchases of property, plant and equipment 70.8 60.3 50.0 Free Cash Flow (non-GAAP) $ 76.8 $ 94.3 $86.5 Quad 92


 
US $ Millions September 30, 2024 December 31, 2023 Total debt and finance lease obligations on the 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) 2.16x 2.01x (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 EndedYear Ended Nine Months Ended December 31, 2023 September 30, 2024 September 30, 2023 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 Quad 93 US $ Millions December 31, 2023 December 31, 2022 December 31, 2021 Total debt and finance lease obligations on the condensed consolidated balance sheets $ 522.7 $ 570.2 $ 803.7 Less: Cash and cash equivalents 52.9 25.2 179.9 Net Debt (non-GAAP) $ 469.8 $ 545.0 $ 623.8 Divided by: Adjusted EBITDA for the year ended (non-GAAP) $ 233.7 $ 252.2 $ 260.5 Debt Leverage Ratio (non-GAAP) 2.01x 2.16x 2.39x Quad 94


 
v3.24.3
Cover Page
Nov. 20, 2024
Cover [Abstract]  
Entity Central Index Key 0001481792
Amendment Flag false
Document Type 8-K
Document Period End Date Nov. 20, 2024
Entity Registrant Name Quad/Graphics, Inc.
Entity Incorporation, State or Country Code WI
Entity File Number 001-34806
Entity Tax Identification Number 39-1152983
Entity Address, Address Line One N61 W23044 Harry’s Way
Entity Address, City or Town Sussex
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53089-3995
City Area Code 414
Local Phone Number 566-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.025 per share
Trading Symbol QUAD
Security Exchange Name NYSE
Entity Emerging Growth Company false

Quad Graphics (NYSE:QUAD)
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