Earnings Labs

Quad/Graphics, Inc. (QUAD)

Q1 2014 Earnings Call· Wed, May 7, 2014

$7.74

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Transcript

Operator

Operator

Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Quad/Graphics First Quarter 2014 Conference Call. [Operator Instructions] I will now turn the conference over to Mr. Kelly Vanderboom, Vice President and Treasurer for Quad/Graphics. Kelly, please go ahead.

Kelly A. Vanderboom

Analyst

Thank you, operator, and good morning, everyone. With me today are Joel Quadracci, our Chairman, President and Chief Executive Officer; and Dave Honan, our Vice President and Chief Financial Officer. Joel will lead off today's call with an overview of our financial highlights and then provide a summary of our strategic goals. Dave will follow with a more detailed review of our first quarter results 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. Our 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. The slide presentation can be accessed through a link on the Investor Relations section of the Quad/Graphics' website. There are also instructions on how to access the slide presentation and our first quarter earnings news release issued last evening. A replay of the call will also be posted on the Investor Relations section of our website after today's call. I will now turn the call over to Joel.

J. Joel Quadracci

Analyst

Thanks, Kelly, and good morning, everyone. I am pleased to report that our first quarter results were in line with our expectations. We continue to focus on ways to grow market share, improve productivity and implement sustainable cost reduction initiatives while maintaining a strong balance sheet, invest in our business and pursue compelling acquisition opportunities. Two recent events that I would like to highlight include the completion of our $1.9 billion debt financing and our announcement to acquire Brown Printing. Attractive credit markets made it an ideal time to refinance, extend and expand our company's $1.6 billion senior secured credit facility, as well as complete a $300 million high-yield bond offering. As a result, we've extended and staggered the company's debt maturity profile and further diversified our debt capital structure while maintaining a very attractive weighted average cost of capital of 5.2%. Dave will share additional detail about our new debt capital structure later in the call. We remain confident in the strength of our balance sheet and the cash generating power of our company. Two areas that allow us to be flexible and opportunistic in terms of our future plans for capital deployment, including investing in our business and pursuing value-driven consolidation opportunities like Brown. The Brown acquisition is consistent with our ongoing strategy to transform Quad/Graphics and create value for our clients and shareholders. Brown serves premier magazine publishers and catalog marketers with printing, distribution and integrated media solutions. The company has 3 print production facilities in the United States and employs approximately 1,800 people. The combination of our 2 companies will enhance the many ways in which we help publishers and marketers drive top line revenue, while better controlling their overall total cost of print production and distribution, especially through volume-driven postage savings programs like co-mail. We…

David J. Honan

Analyst

Thanks, Joel, and good morning, everyone. Slide 5 is a snapshot of our first quarter 2014 financial results as compared to our first quarter 2013. Net sales were $1.1 billion, representing a 2% decline, which was consistent with our expectations. Cost of sales was $893 million as compared to $910 million. SG&A expense was $104 million as compared to $106 million. Depreciation and amortization was $84 million as compared to $89 million. Restructuring, impairment and transaction-related charges for the first quarter were $12 million, representing a decrease of $14 million from 2013. Excluding noncash impairment charges, cash restructuring charges were $11 million, also representing an $11 million decrease from 2013. Interest expense was $21 million as compared to $22 million. Our adjusted EBITDA was $107 million as compared to $114 million. And our adjusted EBITDA margin was 9.7% versus 10.1%. The variance in adjusted EBITDA and margin reflects ongoing industry volume and pricing pressures, as well as $3 million of favorable gains recorded in 2013 that did not repeat in 2014, primarily related to a gain on the sale of the company's business in Recife, Brazil. These decreases in adjusted EBITDA were partially offset by cost reductions, mainly from lower employee-related costs. Moving to Slide 6. Free cash flow was also in line with our expectations. We define free cash flow as net cash provided by operating activities, which include pension contributions less purchases of property, plant and equipment. Free cash flow was a negative $13 million in the quarter as compared to a positive $93 million in the same quarter in 2013. The variance was primarily attributed to a roughly $70 million benefit realized in 2013 from the restoration of working capital levels for the company's January 2013 acquisition of Vertis, which was acquired without normalized levels of accounts…

Operator

Operator

[Operator Instructions] Your first question will come from the line of Haran Posner with RBC Capital Markets.

Haran Posner - RBC Capital Markets, LLC, Research Division

Analyst

Maybe just starting with the Brown acquisition. I was wondering just, firstly, whether you can share with us maybe some of the sales trends that existed at Brown just before your acquiring them. I believe that they've lost some business with Time. Just a little more color on that would be helpful.

J. Joel Quadracci

Analyst

Yes, I mean, I think that was something that everyone knew about, which was one of their largest customers. When we went through the bid process with them, Time had decided to do something that they haven't done before, which is really do more of a single-sourcing model with us. And so, yes, that was a loss to Brown, but I'd say they've done a nice job of holding their client base because Brown is a very good printing company. They do a very nice job for their customers and have a pretty diversified client base. So yes, I mean, other than the Time Inc. thing, we don't expect that there's any major underlying issues from a sales standpoint. It's a great company.

Haran Posner - RBC Capital Markets, LLC, Research Division

Analyst

Okay. That's great, Joel. And then you've highlighted the 3 plants that you're acquiring. I was wondering if you can share with us any plan that you have. I guess the 3 plants will continue to operate at this point. Are you planning to shift any production or anything like that?

J. Joel Quadracci

Analyst

Well, whenever we do an acquisition, it's not just about what are we going to do with that acquisition. We constantly look at the entire network of plants that we have and see, okay, what opportunities are there as a result of enhancing our business with this type of acquisition. Obviously, we can't comment on what those specific plans will be because we're actually still going through the Hart-Scott Rodino process, but we do expect that the deal will close sometime later this year. But again, they're great plants. And just a comment about it, too. In our previous large acquisitions, you have to remember that these assets were from companies that went through financial difficulty, whether it was Worldcolor or Vertis. And in that process, you run into a situation where the platform deteriorates a little bit because of cutting back on things like maintenance, et cetera. What's great about Brown is being owned by a very strong parent in -- Gruner + Jahr in Bertelsmann in Germany. We haven't run into that. I was able to go see their Waseca plant last week, which is their headquarters, and I was just very impressed with, not only the people, but the state of the platform was well maintained. And so, for us, it's kind of exciting opportunity to add to what is already a very strong network and continue to enhance it.

Haran Posner - RBC Capital Markets, LLC, Research Division

Analyst

Maybe just one for Dave on this one. I guess you commented in your release that based on the multiple less than 4x, I guess that would imply EBITDA with synergies north of $25 million. I was just wondering, can you give us a little bit more detail there? Is it materially more than $25 million? And maybe if you could share with us kind of how much of that is a run rate versus synergy.

David J. Honan

Analyst

Yes, Haran, nothing more materially to share with you on that. I mean, we feel pretty good about this acquisition, as Joel had mentioned. Adjusting for the loss of their largest customer in Time Inc., we've talked about an estimated $350 million in annual revenues. And once we complete the integration, we do believe we'll be less than a 4x EBITDA multiple on this.

Haran Posner - RBC Capital Markets, LLC, Research Division

Analyst

Okay. And then, maybe just lastly for me, maybe back to Joel. Joel, I mean, when you think about the pricing environment out there for printing, you normally give us a very good color. I obviously don't expect this to change on a quarterly basis, but I think on your last conference call, I guess you had sounded a bit more optimistic just given the trend, excluding some of your contract renewals. I'm just wondering how did that play out into Q1?

J. Joel Quadracci

Analyst

Yes, I think just to remind everybody that we talked about in 2014, when you look at our guidance, in '13, we had twice the number of contracts come due than we normally do. So it was a huge year for resetting some pricing, marking it to market, so that's all embedded in the guidance. But if you took out the noise of that, we had seen some stabilization in pricing, and I think we continue to see some stabilization, depending on the category, but we're not changing what we say that it's typically we're expecting 1% to 2%. But again, between -- in pricing, a couple of things, it's also a mix of product and what you do for people, so we've seen some change in mix that's been positive and -- but other than that, not a significant change from my previous comments.

Operator

Operator

Your next question is from the line of Jamie Clement with Sidoti. James Clement - Sidoti & Company, LLC: Joel, a follow-up question there about synergies with Brown. And Brown, obviously, in a lot better condition than the other 2 large acquisitions you've done over the last couple of years. Historically, and with those 2 deals, a lot of your discussion around synergies was related to the platform at which -- in those 2 cases had obviously deteriorated for fairly obvious reasons. In this particular situation, a little bit different in that, obviously, the platform is in better shape, so where do you focus your attention from a synergy perspective?

J. Joel Quadracci

Analyst

Well, I mean, it's, again, we look at the entire platform of Quad and we look at what -- how do all the parts work together. One of the opportunities for our customers, and Brown's customers in this case, is that we get to enhance, I think, their experience with it from a distribution standpoint. Brown Printing -- and a lot of these smaller printing companies to be able to help offset postage and do it effectively tend to use third-party co-mailers to create more volume, and they do a nice job of it. But we've created just such a huge scale of that as a company that we'll focus on opportunities for bringing that to their customers. And so, yes, I mean, we look at the total platform, we look at what's going to have the most efficient result for us, whether it's size of presses of some older presses that are narrower and no longer function -- we try and shift things to the wider presses, which Brown has a good stable of. But again, it's a process, it's an iterative process. It's something that we review every time we do an acquisition is what is the overall pie going to look like and how do we -- how is the result the most efficient platform in the industry. And so we'll focus on further automation or maybe there isn't automation, we'll focus on certainly the whole cultural aspect of making sure that our employees at Brown know how to navigate within the Quad culture. Because I have to tell you, my experience at Brown, and new from an outsider looking in, is that it's a fairly similar culture on the floor level and that was definitely backed up by my visit at Waseca. And by the way,…

J. Joel Quadracci

Analyst

Well, again, I think we were pleased with how our quarter came in. It came in as we expected. That being said, I mean, I've been bouncing between New York and Wisconsin during this whole weather season. And it's like pick your poison, do you want a northeastern, do you want southern below in Wisconsin where it's so cold you want to just drink a vodka or something. And the reality is that retail did get hit -- we saw it in ad pages, the industry saw in magazine ad pages that the 2 leading [Audio Gap] 4% decline for the industry was really retail and technology. So not really surprising, and I don't think it should be surprising to anybody. And catalogs, we saw some softness there, but again, it didn't come in unexpected for what we thought. And retail inserts, they still need to drive the traffic, so some weakness there, but again, I think we're very pleased with how things came in for us. And hopefully, we start to see signs of growth from pent-up spend due to the weather.

David J. Honan

Analyst

Jamie, I would just add on to that. From a top line perspective, there were puts and takes with what went on with the weather in retail. That also impacted, from a cost structure, what we saw in utility costs, what we saw in freight costs as freight costs were very high given some weather conditions and also some changing industry conditions with freight. But there were puts and takes in the quarter. And it goes back to the sustainability, the cost reduction and productivity initiatives to be able to offset those types of things as they come through. So we feel really good about how we came out of the quarter given all the headwind that came out of retail. James Clement - Sidoti & Company, LLC: Okay. That's good color. And last question, Joel, I know you think about that capital allocation with a long-term view. But considering where your borrowing costs are and what your dividend yield is, at some point, do you think -- does the board think about getting active from a repurchasing standpoint?

J. Joel Quadracci

Analyst

Well, as you know, we have an outstanding authorization already. It was originally $100 million authorization with no sort of end to it, and we had taken only about $8 million of that Dave? But I'd say it's a balancing act. I mean, we clearly continue to manage, I think, for what's best for the business. We've told you that if we can put money to work, we like to do that, and that's proven by, I think, a very disciplined purchasing process we had with the likes of Brown. And remember that we also had some other small acquisitions with UniGraphic, which really is a great commercial operation that's already paying dividends for us, as well as into the packaging world. So I think that, Jamie, we're always going to kind of look at this on an ongoing basis in a very balanced fashion. We feel very good about our consistent dividend plan. And as Dave said, we'll be getting approval from the board for the next dividend after our shareholder meeting. So yes, I mean, it's out there. If it makes sense, it will be one of those things we'd look at. But again, right now, we focus on paying down debt and making sure that we can pull off a great acquisition here at the right price and be able to maintain good financial metrics. I mean, we're up a little bit on the 2.55, but clearly, we expect to be between the 2 and the 2.5 in pretty short order. James Clement - Sidoti & Company, LLC: Yes, I was -- yes, and I didn't mean to sound like I was pressuring it all. It's just the number of companies out there that are worth $100 million is seriously, seriously, seriously dwindling over the years.

Operator

Operator

Your next question is from the line of Bradley Tesoriero with CRT Capital.

Brad Tesoriero - CRT Capital Group LLC, Research Division

Analyst

My first question just concerns the Vertis acquisition. It closed January 16, 2013, so you had about 16 extra days with Vertis here in 2014. Did that have any meaningful impact on revenues or EBITDA in terms of comparability quarter-over-quarter for the year?

David J. Honan

Analyst

Yes, our quarter came in as we were guiding the full year from a top line perspective, as Joel had talked about. We had talked about pricing being down 1% to 2%, which was exacerbated by higher-than-normal renewals last year and that impact coming in 2014, also, from a volume standpoint, of down 1% to 3%. All of this net of the impact of acquisition so that the half -- the 2 weeks of Vertis contribution really left us within the guidance that we went from the -- for the full year of basically flat revenue to down 3%. We came in at down 2.4% for the quarter.

Brad Tesoriero - CRT Capital Group LLC, Research Division

Analyst

Got you. And then if I could switch gears just on the private placement notes. If all goes according to plan, you guys should have a significant amount of cash on hand by the end of the year. Can you use any of this cash to redeem any of the PP ahead of maturity? And any sort of color you could give on what the call provisions look like or even the maturity schedule beyond the average maturity tenures that I think you guys had discussed in the past?

David J. Honan

Analyst

Yes, we've stated publicly that our intent for the -- because this new debt financing will temporarily put some cash on our balance sheet, but that will be used to fund the Brown acquisition as we move forward. And then under the term of general corporate purposes, that would cover any other uses we have for that cash. Could mean we could look at our debt structure from a private placement perspective, but we have not publicly commented on that. We like to have a multiple-layered debt capital structure, which includes private placements in there. So we now -- we have a strong revolving credit facility and a bank facility. We have the private placement debts, and now we've entered into that third new deep market of public bonds, which we registered. We have our 144A offering that we will be registering publicly in the next year. So we feel pretty good about having that 3 deep channels for our debt capital structure, and we intend to continue to use that going forward.

Operator

Operator

There are no further questions. I will now turn the call back over to the speakers.

J. Joel Quadracci

Analyst

Okay. Well, thank you, everybody. We're pleased with where we're at for the quarter, and we look forward to talking to you again next quarter. Thank you.

Operator

Operator

Thank you again for participating in today's call. You may now disconnect.