Company Continues to Aggressively Execute on Its Quad 3.0 Growth Strategy and Reaffirms Full-Year 2019 Guidance

Sussex, Wis. – Quad/Graphics, Inc. (“Quad” or the “Company”) today reported results for its second quarter ending June 30, 2019.

Recent Highlights
Reported second quarter 2019 net sales of $1 billion and a net loss of $15 million, or $0.30 diluted loss per share.

Achieved second quarter 2019 Non-GAAP Adjusted EBITDA of $75 million, within the Company’s second quarter 2019 guidance range of $70 million to $80 million, and Non-GAAP Adjusted diluted loss per share of $0.09.

Generated second quarter 2019 cash from operations of $75 million and Free Cash Flow of $51 million.

Terminated merger agreement with LSC Communications Inc. (“LSC”) and, as a result, Quad optimized its debt structure by replacing its Term Loan B with a lower interest Term Loan A, saving approximately $12 million in annualized interest costs.

Announced investment and partnership with the dtx company (“dtx”), a leader in the direct-to-consumer economy.

Declares quarterly dividend of $0.30 per share.

“Our second quarter results were in-line with our expectations and we remain on track to achieve our full-year 2019 guidance as we continue to transform our Company as a marketing solutions partner focused on creating more value for all our stakeholders,” said Joel Quadracci, Chairman, President & CEO. “Our recent investment and partnership with the dtx company builds on a series of strategic investments, including the acquisitions of Periscope and Ivie & Associates, and a controlling ownership interest in Rise Interactive, which have all been designed to accelerate our transformation. dtx, which was founded by Tim Armstrong, formerly CEO of Oath and AOL and a senior leader at Google, empowers consumers and companies to build direct relationships. Through our partnership with dtx, we will help consumers discover and interact with direct-to-consumer brands, and help those brands acquire and retain customers with personalized, multichannel programs.”

Quadracci continued: “As we announced last week, we mutually agreed with LSC Communications to terminate the merger agreement under which Quad would have acquired LSC. The U.S. Department of Justice’s decision to sue to block the transaction added delay, uncertainty and costs that likely would have eroded a considerable amount of the expected benefits of the acquisition. Independent of that outcome, we have continued to develop exciting innovations in print and integrated marketing solutions that reduce complexity, improve efficiencies and enhance marketing spend effectiveness. Our strategy is working, as designed, to help offset expected print industry headwinds. As always, we remain focused on making decisions in the long-term best interest of our clients, shareholders and employees. With our strong and engaged workforce and state-of-the-art technology and processes, we are well-positioned to continue driving productivity improvements to generate the earnings and cash flow that further advance our value-creating transformation.”

Summary Results
Net sales decreased 1.2% during the second quarter of 2019 to $1 billion. Organic sales declined 2.4%, after excluding sales related to the January 2019 acquisition of Periscope. The organic results reflect ongoing print industry volume and pricing pressures, and a negative impact from foreign exchange, partially offset by new revenue generated from the Company’s Quad 3.0 growth strategy and an increase in paper sales.

Net loss attributable to Quad common shareholders during the second quarter of 2019 was $14.8 million, or $0.30 diluted loss per share, as compared to earnings of $9.4 million, or $0.18 diluted earnings per share in 2018. Non-GAAP Adjusted diluted loss per share for the second quarter of 2019 was $0.09 per share compared to earnings per share of $0.23. Second quarter 2019 Non-GAAP Adjusted EBITDA was $75 million compared to $90 million in second quarter 2018, and Adjusted EBITDA margin was 7.5% compared to 8.8% in 2018. The Adjusted EBITDA variance to prior-year primarily reflects an $8 million impact from strategic investments made to increase hourly production employees’ wages, a $7 million impact from the reduction in market price for paper byproduct recoveries, and the impact from the organic sales decline of 2.4%.

Net sales increased 1.3% during the six months ended June 30, 2019, to $2 billion, primarily from the impact of the Ivie and Periscope acquisitions and the investment in Rise. Organic sales declined 1.5% after excluding acquisition sales impact of 2.8%. The organic results reflect ongoing print industry volume and pricing pressures, and a negative impact from foreign exchange, partially offset by new revenue generated from the Company’s Quad 3.0 growth strategy and an increase in paper sales.

Net loss attributable to Quad common shareholders for the six months ended June 30, 2019, was $37.3 million, or $0.75 diluted loss per share, as compared to earnings of $5.9 million, or $0.11 diluted earnings per share in 2018. Excluding the loss on debt extinguishment in 2019, expense associated with an employee ownership plan contribution in 2018 and restructuring costs, Non-GAAP Adjusted diluted loss per share for the six month ended June 30, 2019, was $0.24 compared to earnings of $0.80 per share in 2018. Year-to-date Non-GAAP Adjusted EBITDA was $145 million compared to $200 million for 2018, and Adjusted EBITDA margin was 7.2% compared to 10.1% in 2018. The Adjusted EBITDA variance to prior-year primarily reflects $24 million in non-recurring benefits in 2018 that did not repeat at the same level in 2019, a $16 million impact from strategic investments made to increase hourly production employees’ wages, a $6 million impact from the reduction in market price for paper byproduct recoveries, and the impact from the organic sales decline of 1.5%.

Net cash provided by operating activities during the second quarter of 2019 was $75 million compared to $38 million in 2018, and Free Cash Flow was $51 million in 2019 as compared to $9 million in 2018, representing an increase of $42 million. Net cash provided by operating activities was $16 million for the first six months of 2019 compared to $41 million in 2018, and Free Cash Flow was negative $50 million in 2019 as compared to negative $13 million in 2018. The year-to-date variances were primarily due to lower net earnings and increased capital expenditures on long-term investments in automation and productivity improvements in the manufacturing platform, partially offset by an improvement in cash provided from working capital. As a reminder, the Company generates the majority of its Free Cash Flow in the fourth quarter of the year.

“We made several strategic investments in 2019, such as the acquisition of Periscope, resulting in a Debt Leverage Ratio of 3.06x, temporarily above our long-term targeted range of 2.0x to 2.5x,” said Dave Honan, Quad Executive Vice President and Chief Financial Officer. “However, we anticipate that the Debt Leverage Ratio will decrease significantly by year end to be less than 2.8x due to continued strong Free Cash Flow generation of the business as we benefit from our Quad 3.0 integrated services offering. In addition, the significant and consistent Free Cash Flow generating power of our business allows the Company to maintain an affordable and sustainable annual dividend of $1.20 per share, representing 39% of Free Cash Flow at the midpoint of our annual guidance. As always, we remain stringently focused on transforming our business to drive further stability and greater shareholder value as we move forward.”

Quad’s next quarterly dividend of $0.30 per share will be payable on September 6, 2019, to shareholders of record as of August 19, 2019.

Quarterly Conference Call
Quad will hold a conference call at 10 a.m. EST on Wednesday, July 31, to discuss second quarter 2019 results. Participants can pre-register for the webcast by navigating to http://dpregister.com/10133002. Participants will be given a unique PIN to gain immediate access to the call on July 31, bypassing the live operator. Participants may pre-register at any time, including up to and after the call start time.

Alternatively, participants without internet access may dial in on the day of the call as follows:

U.S. Toll-Free: 1-877-328-5508
International Toll: 1-412-317-5424

Telephone playback will be available shortly after the conference call ends, accessible as follows:

U.S. Toll-Free: 1-877-344-7529
International Toll: 1-412-317-0088
Replay Access Code: 10133002

The playback will be available until August 31, 2019.

Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company’s future results, financial condition, revenue, 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 printed materials and significant overcapacity in the highly competitive environment creates downward pricing pressures and potential underutilization of assets; the impact of digital media and similar technological changes, including digital substitution by consumers; the impact of fluctuations in costs (including labor and labor- related costs, energy costs, freight rates and raw materials) and the impact of fluctuations in the availability of raw materials; the failure to successfully identify, manage, complete and integrate acquisitions and investments; the inability of the Company to reduce costs and improve operating efficiency rapidly enough to meet market conditions; the impact of increased business complexity as a result of the Company’s transformation into a marketing solutions provider; the impact of regulatory matters and legislative developments or changes in laws, including changes in cyber-security, privacy and environmental laws; the impact of changing future economic conditions; the failure of clients to perform under contracts or to renew contracts with clients on favorable terms or at all; the failure to attract and retain qualified talent across the enterprise; significant capital expenditures may be needed to maintain the Company’s platforms and processes and to remain technologically and economically competitive; the impact of changes in postal rates, service levels or regulations; the fragility and decline in overall distribution channels, including newspaper distribution channels; the impact of the various restrictive covenants in the Company’s debt facilities on the Company’s ability to operate its business; the impact of risks associated with the operations outside of the United States, including costs incurred or reputational damage suffered due to improper conduct of its employees, contractors or agents; 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; 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 intangible assets; and the other risk factors identified in the Company’s most recent Annual Report on Form 10-K, which may be amended or supplemented by subsequent Quarterly Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission.

Except to the extent required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures
This press release contains financial measures not prepared in accordance with generally accepted accounting principles (referred to as Non-GAAP), specifically Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Debt Leverage Ratio and Adjusted Diluted Earnings (Loss) Per Share. Adjusted EBITDA is defined as net earnings (loss) attributable to Quad common shareholders excluding interest expense, income tax expense (benefit), depreciation and amortization, restructuring, impairment and transaction-related charges, net pension income, employee stock ownership plan contributions, loss (gain) on debt extinguishment, equity in (earnings) loss of unconsolidated entity, the Adjusted EBITDA for unconsolidated equity method investments (calculated in a consistent manner with the calculation for Quad) and net earnings (loss) attributable to noncontrolling interests. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales. Free Cash Flow is defined as net cash provided by operating activities less purchases of property, plant and equipment, plus LSC-related payments primarily related to incremental interest payments associated with the 2019 amended debt refinancing and transaction-related costs. Debt Leverage Ratio is defined as total debt and finance lease obligations divided by the last twelve months of Adjusted EBITDA. Adjusted Diluted Earnings (Loss) Per Share is defined as earnings (loss) before income taxes and equity in (earnings) loss of unconsolidated entity excluding restructuring, impairment and transaction-related charges, employee stock ownership plan contributions, loss (gain) on debt extinguishment, and adjusted for income tax expense at a normalized tax rate, divided by diluted weighted average number of common shares outstanding.

The Company believes that these Non-GAAP measures, when presented in conjunction with comparable GAAP measures, provide additional information for evaluating Quad’s performance and are important measures by which Quad’s management assesses the profitability and liquidity of its business. These Non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net earnings (loss) as a measure of operating performance or to cash flows provided by operating activities as a measure of liquidity. These Non-GAAP measures may be different than Non-GAAP financial measures used by other companies. Reconciliation to the GAAP equivalent of these Non-GAAP measures are contained in tabular form on the attached unaudited financial statements.