U.S. Markets open in 5 mins

Edited Transcript of QUAD earnings conference call or presentation 20-Feb-19 3:00pm GMT

Q4 2018 Quad/Graphics Inc Earnings Call

SUSSEX Feb 22, 2019 (Thomson StreetEvents) -- Edited Transcript of Quad/Graphics Inc earnings conference call or presentation Wednesday, February 20, 2019 at 3:00:00pm GMT

TEXT version of Transcript

================================================================================

Corporate Participants

================================================================================

* David J. Honan

Quad/Graphics, Inc. - Executive VP & CFO

* J. Joel Quadracci

Quad/Graphics, Inc. - Chairman, President & CEO

* Kyle Egan

Quad/Graphics, Inc. - Director of IR & Assistant Treasurer

================================================================================

Conference Call Participants

================================================================================

* Daniel Andres Jacome

Sidoti & Company, LLC - Equity Research Analyst

* James Martin Clement

The Buckingham Research Group Incorporated - Analyst

* William McGoldrick Mastoris

Robert W. Baird & Co. Incorporated, Research Division - High Yield Desk Analyst

================================================================================

Presentation

--------------------------------------------------------------------------------

Operator [1]

--------------------------------------------------------------------------------

Good morning, ladies and gentlemen. Welcome to Quad's Fourth Quarter 2018 Conference Call. (Operator Instructions) A slide presentation accompanies today's webcast and participants are invited to follow along, advancing the slides themselves. To access the webcast, follow the instructions posted in this morning's earnings release. Alternatively, you can access the slide presentation on the Investors section of Quad's website, under the Events and Recent Presentations link. Following today's presentation, the conference call will be open for questions. (Operator Instructions) Please note, this event is being recorded.

I would now like to turn the conference over to Kyle Egan, Quad's Director of Investor Relations and Assistant Treasurer. Kyle, please go ahead.

--------------------------------------------------------------------------------

Kyle Egan, Quad/Graphics, Inc. - Director of IR & Assistant Treasurer [2]

--------------------------------------------------------------------------------

Thank you, operator, and good morning, everyone. With me today are Joel Quadracci, Quad's Chairman, President and Chief Executive Officer; and Dave Honan, Quad's Executive Vice President and Chief Financial Officer. Joel will lead off today's call with a discussion of our continued Quad 3.0 transformation, and Dave will follow with a summary of Quad's fourth quarter and full year 2018 financial results and a summary of our 2019 guidance, followed by Q&A.

I would like to remind everyone that this call is being webcast, and forward-looking statements are subject to safe harbor provisions as outlined in our quarterly news release and in today's slide presentation on Slide 2.

Quad's financial results are prepared in accordance with generally accepted accounting principles. However, this presentation also contains non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, free cash flow and debt leverage ratio. We have included in the slide presentation reconciliations of these non-GAAP financial measures to GAAP financial measures.

Finally, a replay of the call and the slide presentation will be available on the Investors section of Quad's new website, quad.com, shortly after our call concludes today.

I'll now hand the call over to Joel.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [3]

--------------------------------------------------------------------------------

Thank you, Kyle, and welcome, everyone. 2018 was truly a pivotal year in our Quad 3.0 transformation. Our fourth quarter performance reflects our continued focus to execute on our strategic priorities to ensure the long-term growth of our company as a marketing solutions partner. We have been aggressively implementing our 3.0 strategy through strategic investments in high-level marketing talent, technology and services to expand our offering with our clients. These investments include the 2018 acquisition of marketing services provider, Ivie & Associates; the 2018 majority investment in digital agency Rise Interactive; and the 2019 acquisition of Periscope, one of the nation's top 5 independent creative agencies by annual revenue. Periscope helps expand our offering with its world-class capabilities and creative account management and strategy, including media buying and analytics.

With these investments, our offering further extends beyond print and content execution to include an integrated stack of higher-margin marketing services, which, in turn, drives incremental revenue across our print categories. We differentiate our offering by leveraging our data-driven print expertise as part of a truly integrated marketing solutions platform to help our clients reduce complexity, increase efficiency and improve marketing spend effectiveness.

I am proud to say that the revenue associated with integrated services is now approximately 20% of our total net sales and represents over a 40% growth since 2017.

To reflect the scale of our offering and the role we now play with our clients, last week, we announced the evolution of our brand from Quad/Graphics to Quad. This change represents the strategic next step in our transformation as a marketing solutions partner and better aligns with the expanded services we provide our clients today.

Quad will retain the company's iconic logo element, the stacked Qs and Gs that symbolize printing press rollers and process colors, as it speaks to our heritage in print, which will remain a critically important part of our offering going forward.

Additionally, on October 31, we announced our intent to acquire LSC Communications in an all-stock transaction and expect to complete this acquisition in mid-2019.

The regulatory approval process continues, and we successfully completed the final post-bridge financing and scheduled our special shareholder meeting for February 22, when our shareholders will vote on the approval of the issuance of shares of stock.

As separately announced, LSC will conduct its shareholder meeting simultaneously.

We remain enthusiastic about the value this transaction will create for all stakeholders, as shown on Slide 4. Together with LSC Communications, we will enhance our highly efficient print platform with a compelling combination of talent, expertise and client technology. This will further fuel our Quad 3.0 transformation and strengthen the role of print, a proven and trusted media form in today's multichannel world. Print is and always will be a core element of our integrated marketing solutions platform, and we believe that with LSC, we will further strengthen our print platform while we continue to offset industry declines through growth in our integrated services.

Additionally, through this business combination, we will deliver cost and time savings opportunities for our clients, preserve the long-term strategic vision of the Quadracci family, generate synergies and additional free cash flow to create a more profitable combined company and maintain our strong and healthy balance sheet from an all-stock transaction structure.

We believe our print foundation, which is a key component of media deployment, is a true differentiator in our integrated marketing solutions offering. We have invested strategically and on behalf of our clients to offer more value across the entire supply chain of multichannel marketing.

As a marketing solutions partner, we not only help our clients plan and produce marketing campaigns and programs, but also physically deploy and measure them across print and digital channels, as shown on Slide 5. Our integrated offering provides clients with unmatched scale for on-site marketing services, integrated execution and expanded subject matter expertise in marketing strategy, digital and creative services. This compelling value proposition allows us to remove the complexity our clients face when working with multiple agency partners and provides them with one integrated strategy that will help them reach their marketing goals.

In doing so, we help our clients increase efficiency through workflow reengineering, content production and process optimization and improve their overall marketing spend effectiveness through data-driven consumer insights, media planning, creative strategy and enhanced personalization, leading to more real time and actionable measurement.

On Slide 6, you will see a historic view of our 2018 pro forma revenue by product line and including Periscope. Additionally, we have provided an update revenue pie chart to reflect our business as Quad, a marketing solutions partner. We believe this new view more accurately portrays our Quad 3.0 offering.

As a marketing solutions partner, our top 3 revenue categories are integrated services, targeted execution and large-scale execution. Integrated services represents approximately 20% of our net sales and includes higher-margin marketing strategy, media planning and placement, creative solutions and logistics services as well as marketing management services.

Targeted execution is 40% of our net sales and includes highly targeted print products such as direct mail, in-store, packaging, special interest publications and catalogs that the clients use to create a connected consumer experience. Books are also in this category because we have built a platform of conventional and digital print assets combined with proprietary IT tools that provides publishers with the ability to better target and execute inventory levels across their supply chain as well as target their content.

Lastly, large-scale execution accounts for 30% of our net sales and includes retail inserts, magazines and directories that are mass-produced and marketed.

On Slide 7, we show the evolution of net sales as a result of our Quad 3.0 strategy and the 5-year growth rate with and without the impact from acquisitions. As you can see, more than half of our revenue is now generated from integrated services and targeted execution, and has remained stable from an organic growth perspective and sets a strong base from which to grow our Quad 3.0 marketing solutions.

Large-scale execution remains critically important to our strategy as it provides the scale and cash flow necessary to support future value-creating opportunities that help us expand into higher-margin areas of our portfolio and invest back into our clients. In turn, this helps offset the organic printed clients that we continue to manage. This is the category that has experienced the greatest organic decline and is, therefore, managed most aggressively from a cost perspective.

As a marketing solutions partner with a strong foundation in print, we will continue to listen to our clients and empower our employees with the proper solutions to help solve our clients' business and marketing challenges. Given continued headwinds in the printing industry, we will remain disciplined in how we manage our business and continue to make the necessary strategic investments to ensure we grow our business profitably, while strengthening our core business to maintain our status as a high-quality, low-cost producer. This includes making the right long-term strategic investments in our business, such as marketing talent, production labor and automation to sustain the strong free cash flow that fuels our ongoing transformation.

We are proud of what we have achieved in 2018. We are also proud of our transformation, which has been about listening to our clients and creating a better way. Our recent brand relaunch reflects the hard work we have all invested to expand Quad beyond print and content execution to true integrated marketing solutions.

As we continue to build on the transformational momentum already in place, I would like to thank all of our employees, which include our 500 newest employees from Periscope. Together, we will continue to evolve our company and solve more of our clients' needs.

Now I will turn the call over to Dave.

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [4]

--------------------------------------------------------------------------------

Thanks, Joel, and good morning, everyone. 2018 was a busy and transformative year for Quad. We continue to execute on our strategic priorities to drive EBITDA enhancement and strengthen our balance sheet, while making long-term strategic investments to accelerate our Quad 3.0 transformation.

In addition to the acquisitions Joel previously mentioned, we've made nearly $100 million in capital investment in 2018 to enhance offerings and drive further productivity improvements in our manufacturing and distribution platforms, which sustains our historically strong free cash flow.

We've also made significant investments in our employees through hiring additional integrated marketing services talent to help accelerate Quad 3.0 growth and increasing hourly production wages in our most competitive labor markets to help us better recruit and retain our most valuable assets: our employees.

Additionally, during the fourth quarter, we announced our intent to acquire LSC Communications to help further strengthen our manufacturing platform, to fuel Quad 3.0 and our integrated marketing solutions offering, which delivers cost and time-savings opportunities for our clients and drives shareholder value. In anticipation of the LSC acquisition, we recently announced the amendment and extension of our debt facilities, which provides us with the appropriate liquidity and structural flexibility to complete our pending acquisition of LSC and maintain a strong, flexible balance sheet. I'll provide more detail on the new debt structure in a bit. But first, I'll start with an overview of our 2018 financial results.

Slide 8 provides a snapshot of our full year and fourth quarter 2018 financial results as compared to 2017. We're pleased to report that our net sales and adjusted EBITDA results were in line with our expectations and our full year financial guidance.

Net sales for the 3-months ended December 31 increased 1.5% to $1.2 billion, reflecting the impact of the Ivie and Rise investments as part of the company's continuing transformation as a marketing solutions partner. As a reminder, Ivie and Rise are included in our financial results from the date of their respective acquisitions in the first quarter of 2018.

After excluding acquisitions, increased paper sales and foreign exchange impacts, organic sales declined 4.6% in the fourth quarter.

Full year 2018 net sales increased 1.5% to $4.2 billion and organic sales declined 3.8%. Both the quarter and full year 2018 organic sales declines were due to ongoing print industry volume and price pressures, primarily in our large-scale execution revenue category related to the magazine, retail insert and directory print lines. These declines were in line with our 2018 overall financial guidance ranges, which included continued downward price pressures of 1% to 1.5% and organic volume declines of 1% to 4%.

As Joel noted, the incremental revenue from expanding client relationships as part of our Quad 3.0 offering helped offset some of the organic declines in print. For the second year in a row, we recognized over $150 million of new revenue from Quad 3.0 and now have delivered, over the past 2 years, over $300 million of incremental new revenue.

Adjusted EBITDA in the fourth quarter declined by $12 million to $110 million as compared to $122 million in 2017. The variance to prior year is primarily due to the organic sales decline of 4.6% and the $10 million impact from strategic investments made to increase our hourly production wages in our most competitive labor markets, partially offset by EBITDA growth in our integrated services revenue category and a $6 million gain on a sales tax litigation settlement in Peru. As a result of these variances and the dilutive impact on our margins from a 2.5% increase in pass-through paper sales, adjusted EBITDA margin declined to 9.3% from 10.5%.

On a full year, 2018 adjusted EBITDA of $415 million was within our guidance range and represents a 7% decrease from $448 million in 2017. The variance to prior year primarily reflects the impact of a 3.8% organic sales decline, a $10 million impact from long-term investments made to increase hourly production wages and a $10 million investment in additional marketing services talent and infrastructure to support our Quad 3.0 transformation. The decreases were partially offset by EBITDA contribution from growth in our integrated services category and cost savings initiatives.

Our 2018 results included $33 million in nonrecurring benefits that won't repeat in 2019, including an $18 million cash gain in the first quarter of 2018 from a property insurance claim, a $9 million favorable noncash impact from a change in employee vacation policy, also in the first quarter of 2018; and a $6 million cash gain in the fourth quarter from a sales tax litigation settlement in Peru.

In 2018, we generated $164 million of free cash flow as compared to $258 million in 2017. This was below our 2018 guidance of $200 million. The decrease in free cash flow reflects investments we made for the long term, such as accelerating capital expenditures by $10 million to pull forward planned investments in manufacturing automation and increasing paper in inventory by $25 million above planned levels to provide uninterrupted customer service during paper supply pressures in 2018.

On the Slide 9 -- on Slide 9, you will see that we ended 2018 with $941 million in debt and capital lease obligations and $134 million of a net underfunded pension liability.

We continue to focus on strengthening our already healthy balance sheet through debt and pension reduction while also focusing on investing back into Quad. This balanced approach in 2018 allowed us to invest $71 million of net cash for the investments in Ivie and Rise and repurchase $37 million of stock while also reducing our debt levels by $24 million.

We finished 2018 with a debt leverage ratio of 2.11x after adjusting for $60 million in excess cash or 2.25x without this adjustment. This leverage is well within our long-term targeted leverage range of 2 to 2.2x, and we believe that operating in this range over the long-term is the appropriate target. However, we may operate outside this leverage range, depending on the timing of compelling strategic investment opportunities, such as the January 2019 acquisition of Periscope. Additionally, the pending all-stock acquisition of LSC will also increase leverage above our targeted range. However, we do expect to be within our 2 to 2.5x targeted range within 2 years of completing the LSC acquisition.

Slide 10 includes a summary of our debt capital structure as of December 31, 2018, as well as the summary of the amendment and extension of our credit facility, which provides us with the liquidity and structural flexibility for the pending acquisition of LSC Communications and maintains a strong flexible balance sheet. The amendment increased our existing debt capital structure by $725 million and extended maturities of the revolving credit facility and Term Loan A through 2024 and the Term Loan B through 2026. We intend to use the net proceeds to complete the all-stock acquisition of LSC and refinance LSC's existing debt.

Our debt capital structure was 66% fixed and 34% floating with a blended interest rate of 5.4% as of December 31, 2018. Pro forma for the amended debt, we estimate that our blended interest rate will increase by approximately 1 percentage point to 6.4% in the short term, prior to the completion of the LSC acquisition. Once the acquisition is completed, the delayed draw Term Loan A will fully fund at a lower interest rate, and we estimate our blended interest rate will then decrease to be approximately 5.7% or 25 basis points higher than our current year-end rate and well below the current interest rate of the LSC debt that's being refinanced.

Available liquidity was $691 million as of December 31, 2018. We believe we have sufficient liquidity for our current business needs, investing in our business, pursuing future growth opportunities and returning value to our shareholders.

On Slide 11, we've included a summary of our 2019 financial guidance, which includes the Periscope acquisition completed in January of 2019, but does not yet reflect the pending all-stock acquisition of LSC Communications.

The Periscope acquisition, with a cash purchase price of $131 million and annual revenue of approximately $60 million, expands Quad's global marketing solutions platform.

We anticipate 2019 net sales to be in the range of $4.05 billion to $4.25 billion and includes continued downward pressure on print sales from price declines of 1% to 1.5% and organic print volume declines of 1% to 4%, partially offset by the impacts from the Periscope acquisition and continued growth in incremental Quad 3.0 revenues.

Full year 2019 adjusted EBITDA is expected to be in the range of $360 million to $400 million, representing an 8% decline versus 2018 at the midpoint of our guidance. The primary factors impacting the decline between years are related to $33 million in nonrecurring benefits in 2018 that won't repeat in 2019, and a $20 million impact from the full year effect of strategic investments made in September of 2018 to increase hourly wages in our most competitive labor markets. This investment will help us over the long term as we continue to focus on productivity improvement and sustainable cost reduction efforts to help offset lower net sales resulting from the print industry pressures and to provide more opportunity for organic 3.0 investment, for which our guidance includes another $5 million investment in incremental marketing services talent in 2019.

In terms of adjusted EBITDA expectations for 2019, we expect to see most of the decrease in adjusted EBITDA in the front half of the year. We expect growth in the back half of the year due to increasing synergies and revenues in our Quad 3.0 integrated services offering and productivity improvements from the additional investments in our employees and automation.

The majority of the front-half adjusted EBITDA decrease will occur in the first quarter. This is primarily due to $22 million of the $33 million in nonrecurring benefits negatively impacting the year-over-year comparisons in the first quarter as well as an $8 million quarterly impact from investments made to increase production hourly wages.

Accordingly, we expect the first quarter of 2019 adjusted EBITDA to be in the range of $65 million to $75 million.

We expect free cash flow to be in the range of $145 million to $185 million or flat to 2018 at the midpoint of our guidance. The free cash flow guidance is before any payments related to the pending LSC acquisition, which we estimate such payments could total between $20 million and $30 million prior to the completion of the acquisition. These payments are primarily related to incremental interest expense associated with the amended debt financing and transaction costs.

The remainder of the guidance includes: interest expense in the range of $90 million to $100 million, which includes $15 million to $20 million in incremental interest expense for the pending LSC acquisition; depreciation and amortization in the range of $225 million to $235 million; cash restructuring charges in the range of $30 million to $40 million; capital expenditures in the range of $100 million to $110 million; pension cash contributions of approximately $15 million; and cash taxes in the range of $15 million to $20 million.

Slide 12 shows our continued commitment to our dividend, which is one of the ways in which we return value to our shareholders. Our next quarterly dividend of $0.30 per share will be payable on March 8, 2019, to shareholders of record as of February 25, 2019.

We've consistently paid a quarterly dividend and our annual dividend of $1.20 per share is yielding approximately 8%, but represents less than 40% of our free cash flow at the midpoint of our 2019 guidance.

In addition, the free cash flow yield on our stock price at the close of business yesterday was approximately 22%, which is significant in today's market.

In closing, we believe our integrated marketing solutions offering makes Quad a compelling long-term investment for our shareholders. Our transformation is resonating with our clients as we help them improve efficiencies and reduce the complexity of working with multiple service partners. Backed by our strong balance sheet, we have made significant investments that have allowed us to expand our offering beyond print production to include an integrated stack of higher-margin marketing services. This expanded offering, at a time of continued media disruption, provides us with a unique opportunity with our clients.

We continue to work towards completing the acquisition of LSC Communications, a combination that we believe will strengthen our print platform to fuel our Quad 3.0 strategy and create greater value for our clients. Given our experience in acquisitions of this nature and scale, we are confident in our ability to execute on this complex integration and create future shareholder value.

And now I'd like to turn the call back to our operator, who will facilitate taking your questions. Nicole?

================================================================================

Questions and Answers

--------------------------------------------------------------------------------

Operator [1]

--------------------------------------------------------------------------------

(Operator Instructions) Our first question comes from Jamie Clement of Buckingham Research.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [2]

--------------------------------------------------------------------------------

Congrats on the year. Joel, I'm going to start with Dave, because he gave out a lot of numbers, and I was scribbling them down. And I just -- I don't want to lose my train of thought here, if that's okay.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [3]

--------------------------------------------------------------------------------

Yes, he does that from time to time.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [4]

--------------------------------------------------------------------------------

Yes. No, he's out of control. He's en fuego. So Dave, I want to get -- and after Dave answers, Joel, certainly chime in, right? But I think you're looking for -- you gave the reasons. I think it's about a $40 million year-over-year decline in adjusted EBITDA in the first quarter. Because obviously, you had some of that nonrecurring stuff going on and obviously you've got the investment. Do I have that right?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [5]

--------------------------------------------------------------------------------

Yes. What we walked through is $30 million of decline in the first quarter. And $22 million of that was the fact that we had some onetime benefits in the first quarter of last year that won't repeat in 2019, the largest of which was an insurance claim that we had for a fire in one of our facilities.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [6]

--------------------------------------------------------------------------------

Okay. So -- but I think it was the number -- the reported adjusted number in the first quarter last year was about $110 million. And I think your midpoint is about $70 million. Is that right?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [7]

--------------------------------------------------------------------------------

Yes.

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [8]

--------------------------------------------------------------------------------

Yes, that's right.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [9]

--------------------------------------------------------------------------------

Okay. So if I look -- so with that said, and you commented on this, I mean, you're basically looking for flat to up EBITDA 2Q through 4Q. And I -- you -- I'd like to hear a little bit more about that. But if I look at -- and I like the way you're now breaking some of this stuff out. But if I look at Slide 6, and specifically Slide 7, where organic growth in integrated services has been minus 1 over 5 years, how in 2Q through 4Q do you end up being EBITDA flat to up while presumably you're still spending to invest and grow these businesses long term?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [10]

--------------------------------------------------------------------------------

Yes. I think the key, and you'll hear a lot about this in our script, is that we're making investments today that are for the longer term. And one of the bigger investments we made, Jamie, was in starting wages in our facilities to be able to attract really good talent and be able to retain it and be able to augment that great productivity our current labor force is producing today. That's not going to have an immediate impact on productivity. You initially make that investment, but as those people get trained and they get more and more productive over time, you start to see that payback. Some of that is going to start to impact -- because remember, we did this in September of last year, some of that's going to start to impact us in the back half of the year during our seasonally busiest time. In addition, one of the reasons why our free cash flow was a little bit lower than what we had expected for 2018, is we actually increased the investment in automation in terms of capital expenditures into our facilities to try to come back at this really competitive labor market. The impact of those investments start to hit in the back half of the year as that equipment is put into place and that starts to produce for us during our seasonally busiest time.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [11]

--------------------------------------------------------------------------------

And Jamie, just let me just add on to that. Again, lower employment rates are challenging for any business, so it's not just the hiring. Don't forget, it's the retention. I cannot -- so we've had to invest in that as well. But ultimately...

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [12]

--------------------------------------------------------------------------------

Training also. Training, right?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [13]

--------------------------------------------------------------------------------

What's that?

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [14]

--------------------------------------------------------------------------------

Training also, right?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [15]

--------------------------------------------------------------------------------

Yes, it goes hand-in-hand, and we're already seeing productivity improvements as a result of what we did in September and we'll continue to see that ramp. But let's also not forget that we have a pending large-scale consolidating acquisition happening. And so as you think about getting ready for that, that's also the reason to make long-term investments and making sure that our platform remains the best and that we've got the right talent trained up and the right automation to continue to make sure that we end up with the best platform at the end of this.

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [16]

--------------------------------------------------------------------------------

Yes. And I would tell you the other component to why we're starting to see a little bit more back-end growth in 2019 is all the investments we've made in Quad 3.0 and our services [offer]. The January acquisition of Periscope, as that comes and integrates with our enterprise-wide selling initiatives, you'll start to see the benefit of that across our largest clients and our most strategic clients in the back half of the year. So it's -- we really see the momentum that we've carried in from a Quad 3.0 perspective. And both Joel and I mentioned in the script, it was another year of new revenue of $150 million out of Quad 3.0. So cumulatively, since last -- since 2017, it's over $300 million of new incremental revenue associated with how we're going to market now on the services side.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [17]

--------------------------------------------------------------------------------

And I do want to remind everybody too, in 3.0, because so often, people get in the trap of saying, "Well, let's just focus on the integrated marketing services and what that's going to do." Don't forget that it drives a significant amount of print volume as well in the different categories, which tend to be the bigger invoices. And I'll give you an example. Towards year-end, a long-time major retailer, who we do lots of retail inserts for, we've been engaged with them for well over a year on 3.0 strategies of efficiency and effectiveness. And towards the end of the year, we were awarded a $10 million increase in business to do all their in-store signage. So that's a great example of where we see a lot of the benefit is, as you get into these things, you're acting as a consultant on one side to talk about efficiency of content creation and deployment and then acting more like an agency on the deployment side. You tend to see a lot of our bigger-ticket items, maybe lower-margin, but bigger cash flow generating items get kicked up a bit. And so that's the important thing about this. And I do also want to just emphasize that it's not like we just decided to do this today. If you go back to our brand change and you look at Slide 3, where Quad/Graphics, the original logo had graphics the same size. Look at 2015, we made the graphics a lot smaller and changed the positioning where the logo pin goes. That was because 3.0 was already being worked on back then, and we knew at some point, the next step would be to drop off graphics. And so as we tell you that we believe in our strategy, we believe in making the long-term decisions to support that strategy regardless of what short-term implications there might be, it pays off, and we will continue to do that.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [18]

--------------------------------------------------------------------------------

Okay. So and going back to Slide 7, looking back at '14, you have integrated services at 13% of revenue, now pro forma up to '19 is -- if I go back 5 years, currently, I think your pro forma mix is like 10% logistics there and 9 percentage points media. Was it like overwhelmingly logistics 5 years ago in the blue segment? Like in other words, has the media solutions segment over the last 5 years had the lion's share of the growth?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [19]

--------------------------------------------------------------------------------

Yes, I think there's an element of the media services that has declined proportionate with our large-scale execution decline. But that'll be offset by growth in targeted execution media deployment. And then also logistics services has grown over the past couple of years, despite what's been going on with, kind of, the large-scale execution. I would tell you, it was roughly -- services, if you go back in time, back to even when we first went public, it was around 10% of our business. So it has been growing for us despite overall the impact of some decline on the print element of that. But we continue to look for more services in which to grow that space.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [20]

--------------------------------------------------------------------------------

Okay. And one last one. Dave, I wasn't totally -- with the refinancing and looking at some of your guidance items here, particularly that -- the LSC-related payments line item, the $20 million to $30 million, so versus where you were at December 31 in terms of total debt that was drawn, when I'm looking at your interest expense guidance and that $20 million to $30 million, so how much is actually drawn as of now? In other words, sort of pre-drawn before the close that you're paying interest on?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [21]

--------------------------------------------------------------------------------

Yes. We structured the new -- the amended debt to have an element of a Term Loan A that could be delayed draw until -- right now, that has not drawn down, and that will draw down when the acquisition is completed. So that's why I made the comment about our interest rate in the short term is a little higher because it's mostly -- the mix of our debt is mostly Term Loan B-focused, which has a higher interest rate. But when the deal closes, when LSC closes, we'll then be able to fund that up through the A, which is a much lower interest rate than the Term Loan B. And that will blend our interest rates, so our interest rates will be equivalent -- today we're at 5.4%, will go up about 25 basis points. But in the short term, we've talked about it in the script, it's going to go up about 1 full percentage point.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [22]

--------------------------------------------------------------------------------

Okay. But in terms of actual incremental debt that you're paying on, is it about -- is it the $200 million of the Term Loan B that you're currently paying on? In other words, going from the $300 million to the $500 million. Do I have that, right?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [23]

--------------------------------------------------------------------------------

No. The $500 million is what we'll be paying on in the short term.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [24]

--------------------------------------------------------------------------------

Yes, yes. That's what I'm saying. So $200 million incremental?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [25]

--------------------------------------------------------------------------------

$200 million incremental. Correct, Jamie. Sorry, I didn't understand.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [26]

--------------------------------------------------------------------------------

No, sorry I didn't make it clear.

--------------------------------------------------------------------------------

Operator [27]

--------------------------------------------------------------------------------

Our next question comes from Dan Jacome of Sidoti.

--------------------------------------------------------------------------------

Daniel Andres Jacome, Sidoti & Company, LLC - Equity Research Analyst [28]

--------------------------------------------------------------------------------

First question, can you just share some insight, just keeping in mind you can't disclose everything just yet because the acquisition hasn't closed, but what have you learned from the DOJ process, especially the December request for additional information? Just trying to gain some insight, one, what have you learned; and then two, generally, anything you've learned about how the DOJ views acquisitions of this nature and size in your particular North America commercial printing landscape?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [29]

--------------------------------------------------------------------------------

I obviously can't speak for them, but the process is as expected. And we've been doing the work to respond to all their questions, and it really corresponds to being ready to close by midyear. So the process is the process, and it's going as planned.

--------------------------------------------------------------------------------

Daniel Andres Jacome, Sidoti & Company, LLC - Equity Research Analyst [30]

--------------------------------------------------------------------------------

Yes. I'm just a little surprised you guys didn't bake that into your guidance. I was wondering if that is because of the additional request, or that point is moot and it's just because you're waiting for all your financing ducks to line up, which it sounds like they already have. So I'm just trying to gain some further insight. We're talking today on this conference call about the pro forma numbers, why you didn't give some guidance with the acquisition baked in, if the target range of a mid-'19 close hasn't changed?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [31]

--------------------------------------------------------------------------------

Yes, Dan, our practice will be once the acquisition closes, we'll update our guidance for that acquisition. We followed that practice all along. It's tough to predict the ultimate timing, but we still believe that we're looking at a mid-2019 close on LSC.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [32]

--------------------------------------------------------------------------------

Which is very consistent with the second request process with either the FTC or DOJ.

--------------------------------------------------------------------------------

Daniel Andres Jacome, Sidoti & Company, LLC - Equity Research Analyst [33]

--------------------------------------------------------------------------------

Okay, I can live with that. And then the services, nice job, 20% of the mix, it looks like. And I don't know, do you have a long-term target of where you'd like to see that go just for modeling purposes? Or is a lot of that going to be contingent on what compelling acquisition opportunities might be out there for you?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [34]

--------------------------------------------------------------------------------

Yes, we want it to go up.

--------------------------------------------------------------------------------

Daniel Andres Jacome, Sidoti & Company, LLC - Equity Research Analyst [35]

--------------------------------------------------------------------------------

Obviously, but do you have a target?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [36]

--------------------------------------------------------------------------------

Obviously, it will continue to grow. I mean, we're not going to be giving guidance on that at this point. But remember that the more successful we are there, it also drives larger dollar volume in the print space as well. And so you can't just, kind of, break out one and say that, "Hey, someday, this is going to, alone, kind of, grow -- make up for the lower growth in some of the other areas," because it actually drives some of the other areas. But as it happens, as normal, we will continue to show you guys how we're progressing. I think that we started last year giving guidance -- or not guidance, reflecting on how much came -- how much revenue came from 3.0. That was the $150 million in '17 followed by another $150 million in '18. And again, that's a combination of the services but also the print products.

--------------------------------------------------------------------------------

Daniel Andres Jacome, Sidoti & Company, LLC - Equity Research Analyst [37]

--------------------------------------------------------------------------------

Great. And then just one last question. When the acquisition does close, let's -- will you put out a press release that same day with a pro forma guidance? Or will we have to wait until their next earnings release, assuming it falls intra-quarter?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [38]

--------------------------------------------------------------------------------

Yes, we'll make that decision based on the actual timing of when the acquisition closes and where we're at in our cycle here of reporting to the public and giving guidance. Tough to predict at this point. Dan, we'll be flexible on it.

--------------------------------------------------------------------------------

Operator [39]

--------------------------------------------------------------------------------

Our next question comes from Bill Mastoris of Robert W. Baird.

--------------------------------------------------------------------------------

William McGoldrick Mastoris, Robert W. Baird & Co. Incorporated, Research Division - High Yield Desk Analyst [40]

--------------------------------------------------------------------------------

Dave, on the very last call I asked you a little bit about your intentions with regard to the highest-cost debt at LSC, the 8.75% secured note. And at that time, you indicated that everything was, kind of, under evaluation. I wonder if you have any type of update. I mean, is this going to be something where you wait until the October call date? Or whether you just want to take it out early maybe with a tender? Or maybe you keep it outstanding until the premium actually drops a little bit? Any thoughts that you have there would be greatly appreciated.

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [41]

--------------------------------------------------------------------------------

Yes. That's all dependent on the timing of the LSC acquisition, Bill. So it's really tough to answer at this point. We -- when I made my pro forma comments, we assumed a midyear close. We would take that out accordingly. And -- but until we know the ultimate timing of the closure of the transaction, I can't really give you any guidance on that.

--------------------------------------------------------------------------------

William McGoldrick Mastoris, Robert W. Baird & Co. Incorporated, Research Division - High Yield Desk Analyst [42]

--------------------------------------------------------------------------------

Okay. Would it be fair then, Dave, to assume that the revolver capacity is basically going to be used to redeem that particular issue? I mean, right now you have ample amounts and I would think that the delayed-term draw would be used to go ahead and take out all of the other LSC debt. Is that a fair assumption?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [43]

--------------------------------------------------------------------------------

That's a fair assumption.

--------------------------------------------------------------------------------

William McGoldrick Mastoris, Robert W. Baird & Co. Incorporated, Research Division - High Yield Desk Analyst [44]

--------------------------------------------------------------------------------

Okay. And then lastly, as -- sometimes your debt will slip into a discount price. I'm just wondering, in the past, you have been very aggressive in bond buybacks whenever you've seen an attractive price. Can we assume that there's going to be any type of that activity post the LSC closing?

--------------------------------------------------------------------------------

David J. Honan, Quad/Graphics, Inc. - Executive VP & CFO [45]

--------------------------------------------------------------------------------

I would use the adjective we've been supportive in the debt markets. And we take that on a situational basis and as [facts deem]. If you go back to 2014, we were active in the high-yield market to buy back some of those bonds which had traded to a very low level. There wasn't a lot of support in the market, and we felt it was best for the market to step in and support that and provide some liquidity to the holders. I think you'll see the same type of practice out of us when we look, kind of, long term with the relationships and make sure we're very supportive of the market.

--------------------------------------------------------------------------------

Operator [46]

--------------------------------------------------------------------------------

Our next question is a follow-up from Jamie Clement of Buckingham Research.

--------------------------------------------------------------------------------

James Martin Clement, The Buckingham Research Group Incorporated - Analyst [47]

--------------------------------------------------------------------------------

Yes. Joel, in the -- in one of the merger documents, there was discussion of -- that you all were considering possibly a fairly large special dividend associated with the LSC transaction. That was then, kind of, taken off the table. I don't know if Periscope took that off the table, or whether a special dividend might be something under consideration after the deal closes. Can you comment one way or the other?

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [48]

--------------------------------------------------------------------------------

Yes. I mean, it was one of the things that we were sort of contemplating as you look at the structure of the deal and what's possible, but it really -- the complexity was pretty great in trying to figure that out. It just didn't make sense. And yes, of course, we look at uses of capital here, and Periscope was, I think, a very important one for us to do. And I'm always going to prioritize what's best for the business long term. So we took it off the table because it just didn't make sense anymore.

--------------------------------------------------------------------------------

Operator [49]

--------------------------------------------------------------------------------

This concludes our question-and-answer session. I would like to turn the conference back over to management for closing remarks.

--------------------------------------------------------------------------------

J. Joel Quadracci, Quad/Graphics, Inc. - Chairman, President & CEO [50]

--------------------------------------------------------------------------------

Okay. Thank you, operator, and thank you, everyone, for joining us. It's been quite an exciting couple of weeks for us as we make our brand change to really catch up to how we're actually acting. And so we wanted to wait until we had points on the scoreboard so that the change was actually in line with what we're actually doing. So we're very excited about where we're going. It will be an interesting year, and we look forward to talking to you next quarter. Thank you all for joining us.

--------------------------------------------------------------------------------

Operator [51]

--------------------------------------------------------------------------------

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.