Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Entity Information [Line Items] | ||
Entity Central Index Key | 0001481792 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-34806 | |
Entity Registrant Name | Quad/Graphics, Inc. | |
Entity Incorporation, State or Country Code | WI | |
Entity Tax Identification Number | 39-1152983 | |
Title of 12(b) Security | Class A Common Stock, par value $0.025 per share | |
Trading Symbol | QUAD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Address, Address Line One | N61 W23044 Harry’s Way | |
City Area Code | 414 | |
Entity Address, City or Town | Sussex | |
Local Phone Number | 566-6000 | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53089-3995 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,239,588 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,556,858 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total net sales | $ 943.6 | $ 973.5 | $ 2,853.5 | $ 2,860.9 |
Total cost of sales | 764.5 | 777 | 2,324.3 | 2,304.3 |
Operating expenses | ||||
Selling, general and administrative expenses | 99.6 | 89.2 | 290.5 | 268.8 |
Depreciation and amortization | 52.2 | 55 | 159.3 | 162 |
Restructuring, impairment and transaction-related charges | 56.7 | 5.3 | 73.7 | 40.6 |
Total operating expenses | 973 | 926.5 | 2,847.8 | 2,775.7 |
Operating income (loss) from continuing operations | (29.4) | 47 | 5.7 | 85.2 |
Interest expense | 22 | 18.3 | 69.6 | 53.9 |
Net pension income | (1.5) | (3.1) | (4.5) | (9.3) |
Loss on debt extinguishment | 14.6 | 0 | 30.5 | 0 |
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | (64.5) | 31.8 | (89.9) | 40.6 |
Income tax expense (benefit) | (17.6) | 4.5 | (28) | 0.2 |
Earnings (loss) from continuing operations before equity in (earnings) loss of unconsolidated entity | (46.9) | 27.3 | (61.9) | 40.4 |
Equity in (earnings) loss of unconsolidated entity | 0.1 | (0.2) | 0.9 | (0.7) |
Net earnings (loss) from continuing operations | (126.4) | 22.5 | (163.9) | 28.5 |
Net earnings (loss) from continuing operations | (47) | 27.5 | (62.8) | 41.1 |
Loss from discontinued operations, net of tax | (79.4) | (5) | (101.1) | (12.6) |
Less: net earnings (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) |
Net earnings (loss) attributable to Quad common shareholders | $ (126.5) | $ 23.4 | $ (163.8) | $ 29.3 |
Earnings Per Share [Abstract] | ||||
Earnings (loss) per share attributable to Quad common shareholders, basic, continuing operations (USD per share) | $ (0.94) | $ 0.57 | $ (1.26) | $ 0.84 |
Earnings (loss) per share attributable to Quad common shareholders, basic, discontinued operations (USD per share) | (1.58) | (0.10) | (2.02) | (0.25) |
Basic earnings (loss) per share attributable to Quad common shareholders (USD per share) | (2.52) | 0.47 | (3.28) | 0.59 |
Earnings (loss) per share attributable to Quad common shareholders, diluted, continuing operations (USD per share) | (0.94) | 0.56 | (1.26) | 0.81 |
Earnings (loss) per share attributable to Quad common shareholders, diluted, discontinued operations (USD per share) | (1.58) | (0.10) | (2.02) | (0.24) |
Diluted earnings (loss) per share attributable to Quad common shareholders (USD per share) | $ (2.52) | $ 0.46 | $ (3.28) | $ 0.57 |
Weighted average number of common shares outstanding, basic (in shares) | 50.1 | 49.3 | 50 | 50 |
Weighted average number of common shares outstanding, diluted (in shares) | 50.1 | 51.1 | 50 | 51.8 |
Products | ||||
Total net sales | $ 742.5 | $ 771.1 | $ 2,247.4 | $ 2,280 |
Total cost of sales | 625.3 | 628.9 | 1,896 | 1,866.7 |
Services | ||||
Total net sales | 201.1 | 202.4 | 606.1 | 580.9 |
Total cost of sales | $ 139.2 | $ 148.1 | $ 428.3 | $ 437.6 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ (126.4) | $ 22.5 | $ (163.9) | $ 28.5 |
Other comprehensive income (loss) | ||||
Translation adjustments | (8.2) | 0.7 | (6.4) | (9.3) |
Interest rate swap adjustments | (2) | 1 | (12.6) | 6.1 |
Other comprehensive income (loss), before tax | (10.2) | 1.7 | (19) | (3.2) |
Income tax impact related to items of other comprehensive income (loss) | 0.5 | (0.3) | 3.2 | (1.5) |
Other comprehensive income (loss), net of tax | (9.7) | 1.4 | (15.8) | (4.7) |
Total comprehensive income (loss) | (136.1) | 23.9 | (179.7) | 23.8 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) |
Comprehensive income (loss) attributable to Quad common shareholders | $ (136.2) | $ 24.8 | $ (179.6) | $ 24.6 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 18.2 | $ 69.5 |
Receivables, less allowances for doubtful accounts of $27.9 million at September 30, 2019, and $27.4 million at December 31, 2018 | 472 | 497.6 |
Inventories | 288.6 | 279 |
Prepaid expenses and other current assets | 46.4 | 45.2 |
Current assets of discontinued operations | 39.8 | 55.3 |
Total current assets | 865 | 946.6 |
Property, plant and equipment—net | 1,079.6 | 1,149.1 |
Operating lease right-of-use assets—net | 118.1 | 0 |
Goodwill | 103 | 44.5 |
Other intangible assets—net | 149.7 | 112.6 |
Equity method investment in unconsolidated entity | 2.9 | 4 |
Other long-term assets | 126.2 | 89.2 |
Long-term assets of discontinued operations | 23.5 | 123.1 |
Total assets | 2,468 | 2,469.1 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Accounts payable | 416.3 | 496.3 |
Accrued liabilities | 277.3 | 285.1 |
Short-term debt and current portion of long-term debt | 66 | 42.9 |
Current portion of finance lease obligations | 8.2 | 3.6 |
Current portion of operating lease obligations | 32.6 | 0 |
Current liabilities of discontinued operations | 18.5 | 23.4 |
Total current liabilities | 818.9 | 851.3 |
Long-term debt | 1,098.9 | 882.6 |
Finance lease obligations | 5.1 | 6.7 |
Operating lease obligations | 88.5 | 0 |
Deferred income taxes | 5.3 | 32.1 |
Other long-term liabilities | 207.2 | 231.8 |
Long-term liabilities of discontinued operations | 3.1 | 4.4 |
Total liabilities | 2,227 | 2,008.9 |
Commitments and contingencies (Note 9) | ||
Shareholders’ equity | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 843.5 | 861.3 |
Treasury stock, at cost | (30.4) | (56.6) |
Accumulated deficit | (423.1) | (211.4) |
Accumulated other comprehensive loss | (168) | (152.2) |
Quad’s shareholders’ equity | 223.4 | 442.5 |
Noncontrolling interests | 17.6 | 17.7 |
Total shareholders’ equity and noncontrolling interests | 241 | 460.2 |
Total liabilities and shareholders’ equity | 2,468 | 2,469.1 |
Common Class A | ||
Shareholders’ equity | ||
Common stock | 1 | 1 |
Common Class B | ||
Shareholders’ equity | ||
Common stock | 0.4 | 0.4 |
Common Class C | ||
Shareholders’ equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 27.9 | $ 27.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net earnings (loss) | $ (163,900,000) | $ 28,500,000 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 172,900,000 | 173,600,000 |
Employee stock ownership plan contribution | 0 | 22,300,000 |
Impairment charges | 94,200,000 | 16,000,000 |
Goodwill impairment | 10,100,000 | 0 |
Amortization of debt issuance costs and original issue discount | 3,000,000 | 2,600,000 |
Loss on debt extinguishment | 30,500,000 | 0 |
Stock-based compensation | 11,600,000 | 12,300,000 |
Gain from property insurance claims | (800,000) | (18,300,000) |
Gain on sale of business | (8,600,000) | 0 |
Gain on the sale or disposal of property, plant and equipment | (6,600,000) | (10,700,000) |
Deferred income taxes | (58,300,000) | (500,000) |
Equity in (earnings) loss of unconsolidated entity | 900,000 | (700,000) |
Changes in operating assets and liabilities—net of acquisitions | (80,900,000) | (178,500,000) |
Net cash provided by operating activities | 4,100,000 | 46,600,000 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (98,500,000) | (85,000,000) |
Proceeds from the sale of property, plant and equipment | 17,300,000 | 22,300,000 |
Proceeds from the sale of business | 11,100,000 | 0 |
Proceeds from property insurance claims | 300,000 | 14,500,000 |
Loan to an unconsolidated entity | 5,000,000 | 0 |
Acquisition of businesses—net of cash acquired | (121,000,000) | (71,400,000) |
Net cash used in investing activities | (195,800,000) | (119,600,000) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 1,284,100,000 | 300,000 |
Payments of long-term debt | (1,067,700,000) | (27,800,000) |
Payments of finance lease obligations | (5,800,000) | (4,900,000) |
Borrowings on revolving credit facilities | 3,171,300,000 | 1,830,000,000 |
Payments on revolving credit facilities | (3,160,100,000) | (1,691,900,000) |
Payments of debt issuance costs and financing fees | (20,200,000) | 0 |
Purchases of treasury stock | 0 | 36,700,000 |
Proceeds from stock options exercised | 0 | 4,100,000 |
Equity awards redeemed to pay employees’ tax obligations | (6,600,000) | (9,000,000) |
Payment of cash dividends | (49,200,000) | (47,500,000) |
Contingent consideration paid for business acquired | (5,300,000) | 0 |
Net cash provided by financing activities | 140,500,000 | 16,600,000 |
Effect of exchange rates on cash and cash equivalents | (100,000) | (1,700,000) |
Net decrease in cash and cash equivalents | (51,300,000) | (58,100,000) |
Cash and cash equivalents at beginning of period | 69,500,000 | 64,400,000 |
Cash and cash equivalents at end of period | $ 18,200,000 | $ 6,300,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity and Noncontrolling Interests - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Quad’s Shareholders’ Equity | Noncontrolling Interests |
Beginning balance, shares at Dec. 31, 2017 | 54.3 | (2.3) | ||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2017 | $ 1.4 | $ 861.1 | $ (52.8) | $ (156.8) | $ (127.3) | $ 525.6 | ||
Beginning balance, noncontrolling interests at Dec. 31, 2017 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | (3.5) | (3.5) | ||||||
Less: net earnings (loss) attributable to noncontrolling interests | 0 | |||||||
Consolidation of Rise | 30 | |||||||
Foreign currency translation adjustments | 5.6 | 5.6 | ||||||
Interest rate swap adjustments, net of tax | 2.9 | 2.9 | ||||||
Cash dividends declared | (16.1) | (16.1) | ||||||
Stock-based compensation | 5.4 | 5.4 | ||||||
Employee stock ownership plan contribution, shares | 1 | |||||||
Employee stock ownership plan contribution | $ 22.3 | 22.3 | ||||||
Stock options exercised | (3.3) | $ 7.3 | 4 | |||||
Stock options exercised, shares | 0.3 | |||||||
Issuance of share-based awards, net of other activity | 12.8 | $ (12.8) | ||||||
Issuance of share-based awards, net of other activity, shares | 0.6 | |||||||
Awards redeemed to pay employees' tax obligations, shares | (0.3) | |||||||
Awards redeemed to pay employees’ tax obligations | $ (7.5) | (7.5) | ||||||
Ending balance, shares at Mar. 31, 2018 | 54.3 | (0.7) | ||||||
Ending balance, Quad's shareholders' equity at Mar. 31, 2018 | $ 1.4 | 850.4 | $ (17.9) | (176.4) | (118.8) | 538.7 | ||
Ending balance, noncontrolling interests at Mar. 31, 2018 | 30 | |||||||
Beginning balance, shares at Dec. 31, 2017 | 54.3 | (2.3) | ||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2017 | $ 1.4 | 861.1 | $ (52.8) | (156.8) | (127.3) | 525.6 | ||
Beginning balance, noncontrolling interests at Dec. 31, 2017 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | $ 29.3 | |||||||
Less: net earnings (loss) attributable to noncontrolling interests | (0.8) | |||||||
Ending balance, shares at Sep. 30, 2018 | 54.3 | (2.7) | ||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2018 | $ 1.4 | 857.9 | $ (56.6) | (175) | (132) | 495.7 | ||
Ending balance, noncontrolling interests at Sep. 30, 2018 | 17.6 | |||||||
Beginning balance, shares at Mar. 31, 2018 | 54.3 | (0.7) | ||||||
Beginning balance, Quad's shareholders equity at Mar. 31, 2018 | $ 1.4 | 850.4 | $ (17.9) | (176.4) | (118.8) | 538.7 | ||
Beginning balance, noncontrolling interests at Mar. 31, 2018 | 30 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | 9.4 | 9.4 | ||||||
Less: net earnings (loss) attributable to noncontrolling interests | (0.1) | |||||||
Consolidation of Rise | (11.6) | |||||||
Foreign currency translation adjustments | (15.6) | (15.6) | ||||||
Interest rate swap adjustments, net of tax | 1 | 1 | ||||||
Cash dividends declared | (15.7) | (15.7) | ||||||
Stock-based compensation | 3.7 | 3.7 | ||||||
Issuance of share-based awards, net of other activity | (0.4) | $ 0.4 | 0 | |||||
Purchases of treasury stock, shares | (1.9) | |||||||
Purchases of treasury stock | $ (36.7) | (36.7) | ||||||
Ending balance, shares at Jun. 30, 2018 | 54.3 | (2.6) | ||||||
Ending balance, Quad's shareholders' equity at Jun. 30, 2018 | $ 1.4 | 854.5 | $ (55) | (182.7) | (133.4) | 484.8 | ||
Ending balance, noncontrolling interests at Jun. 30, 2018 | 18.5 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | 23.4 | 23.4 | 23.4 | |||||
Less: net earnings (loss) attributable to noncontrolling interests | (0.9) | 0.9 | ||||||
Foreign currency translation adjustments | 0.7 | 0.7 | ||||||
Interest rate swap adjustments, net of tax | 0.7 | 0.7 | ||||||
Cash dividends declared | (15.7) | (15.7) | ||||||
Stock-based compensation | 3.2 | 3.2 | ||||||
Stock options exercised | 0.1 | 0.1 | ||||||
Issuance of share-based awards, net of other activity | (0.2) | $ 0.2 | 0 | |||||
Awards redeemed to pay employees' tax obligations, shares | (0.1) | |||||||
Awards redeemed to pay employees’ tax obligations | $ (1.5) | (1.5) | ||||||
Ending balance, shares at Sep. 30, 2018 | 54.3 | (2.7) | ||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2018 | $ 1.4 | 857.9 | $ (56.6) | (175) | (132) | 495.7 | ||
Ending balance, noncontrolling interests at Sep. 30, 2018 | 17.6 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 54.3 | (2.7) | ||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2018 | 442.5 | $ 1.4 | 861.3 | $ (56.6) | (211.4) | (152.2) | 442.5 | |
Beginning balance, noncontrolling interests at Dec. 31, 2018 | 17.7 | 17.7 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | (22.5) | (22.5) | ||||||
Less: net earnings (loss) attributable to noncontrolling interests | 0.3 | |||||||
Foreign currency translation adjustments | (0.3) | (0.3) | ||||||
Interest rate swap adjustments, net of tax | (2.8) | (2.8) | ||||||
Cash dividends declared | (16) | (16) | ||||||
Stock-based compensation | 5 | 5 | ||||||
Issuance of share-based awards, net of other activity | 30.1 | $ (33.3) | (3.2) | |||||
Issuance of share-based awards, net of other activity, shares | 1.7 | |||||||
Awards redeemed to pay employees' tax obligations, shares | (0.5) | |||||||
Awards redeemed to pay employees’ tax obligations | $ (6.6) | (6.6) | ||||||
Ending balance, shares at Mar. 31, 2019 | 54.3 | (1.5) | ||||||
Ending balance, Quad's shareholders' equity at Mar. 31, 2019 | $ 1.4 | 836.2 | $ (29.9) | (249.9) | (155.3) | 402.5 | ||
Ending balance, noncontrolling interests at Mar. 31, 2019 | 17.4 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 54.3 | (2.7) | ||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2018 | 442.5 | $ 1.4 | 861.3 | $ (56.6) | (211.4) | (152.2) | 442.5 | |
Beginning balance, noncontrolling interests at Dec. 31, 2018 | 17.7 | 17.7 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | (163.8) | |||||||
Less: net earnings (loss) attributable to noncontrolling interests | (0.1) | |||||||
Ending balance, shares at Sep. 30, 2019 | 54.3 | (1.5) | ||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2019 | 223.4 | $ 1.4 | 843.5 | $ (30.4) | (423.1) | (168) | 223.4 | |
Ending balance, noncontrolling interests at Sep. 30, 2019 | 17.6 | 17.6 | ||||||
Beginning balance, shares at Mar. 31, 2019 | 54.3 | (1.5) | ||||||
Beginning balance, Quad's shareholders equity at Mar. 31, 2019 | $ 1.4 | 836.2 | $ (29.9) | (249.9) | (155.3) | 402.5 | ||
Beginning balance, noncontrolling interests at Mar. 31, 2019 | 17.4 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | (14.8) | (14.8) | ||||||
Less: net earnings (loss) attributable to noncontrolling interests | (0.1) | |||||||
Foreign currency translation adjustments | 2.1 | 2.1 | ||||||
Interest rate swap adjustments, net of tax | (5.1) | (5.1) | ||||||
Cash dividends declared | (16) | (16) | ||||||
Stock-based compensation | 3.3 | 3.3 | ||||||
Issuance of share-based awards, net of other activity | (0.1) | $ 0.1 | 0 | |||||
Ending balance, shares at Jun. 30, 2019 | 54.3 | (1.5) | ||||||
Ending balance, Quad's shareholders' equity at Jun. 30, 2019 | $ 1.4 | 839.6 | $ (30) | (280.7) | (158.3) | 372 | ||
Ending balance, noncontrolling interests at Jun. 30, 2019 | 17.5 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net earnings (loss) attributable to Quad common shareholders | (126.5) | (126.5) | (126.5) | |||||
Less: net earnings (loss) attributable to noncontrolling interests | 0.1 | (0.1) | ||||||
Foreign currency translation adjustments | (8.2) | (8.2) | ||||||
Interest rate swap adjustments, net of tax | (1.5) | (1.5) | ||||||
Cash dividends declared | (15.9) | (15.9) | ||||||
Stock-based compensation | 3.5 | 3.5 | ||||||
Issuance of share-based awards, net of other activity | (0.4) | $ 0.4 | 0 | |||||
Ending balance, shares at Sep. 30, 2019 | 54.3 | (1.5) | ||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2019 | 223.4 | $ 1.4 | $ 843.5 | $ (30.4) | $ (423.1) | $ (168) | $ 223.4 | |
Ending balance, noncontrolling interests at Sep. 30, 2019 | $ 17.6 | $ 17.6 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity and Noncontroling Interests (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividend declared (USD per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements for Quad/Graphics, Inc. and its subsidiaries (the “Company” or “Quad”) have been prepared by the Company pursuant to the rules and regulations for interim financial information of the United States Securities and Exchange Commission (“ SEC ”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) have been omitted pursuant to such SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements as of and for the year ended December 31, 2018 , and notes thereto included in the Company’s latest Annual Report on Form 10-K filed with the SEC on February 20, 2019 . The Company is subject to seasonality in its quarterly results as net sales and operating income are higher in the third and fourth quarters of the calendar year as compared to the first and second quarters. The fourth quarter is typically the highest seasonal quarter for cash flows from operating activities due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased magazine advertising page counts, retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions. The Company expects this seasonality impact to continue in future years. The financial information contained herein reflects all adjustments, in the opinion of management, necessary for a fair presentation of the Company’s results of operations for the three and nine months ended September 30, 2019 and 2018 . All of these adjustments are of a normal recurring nature, except as otherwise noted. All intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates. Discontinued Operations The results of operations of the Company’s United States Book business (“ Book business ”) have been reported as discontinued operations for all periods presented, in accordance with Accounting Standards Codification (“ ASC ”) 205-20 — Discontinued Operations . The corresponding current and long-term assets and liabilities of the Book business have been classified as held for sale in the condensed consolidated balance sheets in accordance with ASC 205-20 as of September 30, 2019 , and December 31, 2018 . The financial information pertaining to discontinued operations has been excluded from all relevant notes to the condensed consolidated financial statements, unless otherwise noted. See all required disclosures and further information in Note 4 , “ Discontinued Operations ” for information about the Company’s intent to sell its Book business . Leases On January 1, 2019, the Company adopted Accounting Standards Update 2016-02, “Leases (Topic 842)” (“ ASU 2016-02 ”), which establishes a right-of-use model requiring a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition. The Company adopted ASU 2016-02 using the modified retrospective approach and applied the new guidance under Accounting Standards Codification 842 — Leases (“ ASC 842 ”) to those contracts existing at, or entered into after, January 1, 2019. See Note 11 , “ Leases ,” for additional accounting policy and transition disclosures. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue Disaggregation The following table provides information about disaggregated revenue by the Company’s operating segments and major products and services offerings for the three and nine months ended September 30, 2019 and 2018 : United States Print International Total Three months ended September 30, 2019 Catalog, publications, retail inserts, and directories $ 468.1 $ 73.4 $ 541.5 Direct mail and other printed products 178.8 19.3 198.1 Other 2.9 — 2.9 Total products 649.8 92.7 742.5 Logistics services 105.7 3.7 109.4 Imaging, marketing services and other services 91.5 0.2 91.7 Total services 197.2 3.9 201.1 Total net sales $ 847.0 $ 96.6 $ 943.6 Three months ended September 30, 2018 Catalog, publications, retail inserts, and directories $ 514.0 $ 68.3 $ 582.3 Direct mail and other printed products 166.7 16.0 182.7 Other 6.0 0.1 6.1 Total products 686.7 84.4 771.1 Logistics services 106.8 4.4 111.2 Imaging, marketing services and other services 91.2 — 91.2 Total services 198.0 4.4 202.4 Total net sales $ 884.7 $ 88.8 $ 973.5 Revenue Disaggregation (Continued) United States Print International Total Nine months ended September 30, 2019 Catalog, publications, retail inserts, and directories $ 1,429.1 $ 219.1 $ 1,648.2 Direct mail and other printed products 518.0 65.7 583.7 Other 15.3 0.2 15.5 Total products 1,962.4 285.0 2,247.4 Logistics services 309.4 12.2 321.6 Imaging, marketing services and other services 284.2 0.3 284.5 Total services 593.6 12.5 606.1 Total net sales $ 2,556.0 $ 297.5 $ 2,853.5 Nine months ended September 30, 2018 Catalog, publications, retail inserts, and directories $ 1,523.2 $ 221.9 $ 1,745.1 Direct mail and other printed products 466.6 48.2 514.8 Other 19.7 0.4 20.1 Total products 2,009.5 270.5 2,280.0 Logistics services 308.2 14.0 322.2 Imaging, marketing services and other services 258.7 — 258.7 Total services 566.9 14.0 580.9 Total net sales $ 2,576.4 $ 284.5 $ 2,860.9 Nature of Products and Services The Company recognizes its products and services revenue based on when the transfer of control passes to the customer or when the service is completed and accepted by the customer. The products offering is predominantly comprised of the Company’s print operations which includes retail inserts, publications, catalogs, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement. The Company considers its logistic operations as services, which include the delivery of printed material. The Services offering also includes revenues related to the Company’s imaging operations, which include digital content management, photography, color services, page production, marketing services, media planning and placement, facilities management and medical services. Costs to Obtain Contracts In accordance with ASC 606 — Revenue from Contracts with Customers , the Company capitalizes certain sales incentives of the sales compensation packages for costs that are directly attributed to being awarded a customer contract or renewal and would not have been incurred had the contract not been obtained. The Company also defers certain contract acquisition costs paid to the customer at contract inception. Costs to obtain contracts with a duration of less than one year are expensed as incurred. For all contract costs with contracts over one year, the Company amortizes the costs to obtain contracts on a straight-line basis over the estimated life of the contract and reviews quarterly for impairment. Activity impacting costs to obtain contracts for the nine months ended September 30, 2019 , was as follows: Costs to Obtain Contracts Balance at January 1, 2019 $ 14.6 Costs to obtain contracts 3.6 Amortization of costs to obtain contracts (5.3 ) Balance at September 30, 2019 $ 12.9 Remaining Performance Obligations For certain performance obligations related to print contracts, the Company has elected not to disclose the value of unsatisfied performance obligations for the following: (1) contracts that have an original expected length of one year or less; (2) contracts where revenue is recognized as invoiced; or (3) contracts with variable consideration related to unsatisfied performance obligations. The Company had approximately $39.1 million in volume commitments in contracts that extend beyond one year as of September 30, 2019 . The Company expects to recognize approximately 32% of these volume commitments in contracts as revenue by the end of 2019 , an additional 58% by the end of 2021 , and the balance thereafter. |
Acquisitions and Strategic Inve
Acquisitions and Strategic Investments Acquisitions and Strategic Investments | 9 Months Ended |
Sep. 30, 2019 | |
Acquisitions and Strategic Investments [Abstract] | |
Acquisitions and Strategic Investments | Acquisitions and Strategic Investments 2019 Acquisition of Periscope On January 3, 2019 , the Company completed the acquisition of Periscope, Inc. (“Periscope”), a creative agency headquartered in Minneapolis, Minnesota, for $121.0 million cash paid. Periscope provides a comprehensive service offering, including media buying and analytics, creative and account management. Periscope also has packaging design and premedia services that complement Quad’s print-production capabilities. The preliminary purchase price of $134.0 million includes $9.8 million of acquired cash and non-cash equity incentive awards with a grant date fair value of $3.2 million . Included in the preliminary purchase price allocation are $69.8 million of identifiable other intangible assets, which are amortized over their estimated useful lives, ranging from five to six years , and $58.5 million of goodwill, of which $52.7 million is deductible for tax purposes. The preliminary allocation of the purchase price is based on valuations performed to determine the fair value of the net assets as of the acquisition date. The purchase price, as well as the purchase price allocation, is subject to the final determination of acquired working capital and completion of the final valuation of the net assets acquired. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 3 inputs). Periscope’s operations are included in the United States Print and Related Services segment. 2018 Ivie & Associates, LLC Acquisition The Company completed the acquisition of Ivie & Associates, LLC (“Ivie”) on February 21, 2018 , for $90.0 million cash paid, which is subject to a potential earn-out of up to an additional $16.0 million , to the extent that certain financial metrics are achieved over a three-year period post-integration. Ivie is headquartered in Flower Mound, Texas and provides a full array of marketing services, including creative and production services, studio services, sourcing, procurement, staff enhancement, media services, public relations, digital services, technology solutions and project management for many leading brands throughout the world. The purchase price of $105.4 million includes $13.6 million of acquired cash and an estimated $15.4 million of future cash payments related to the acquisition. In April 2019, the first year earn-out payment of $5.3 million was made. Included in the purchase price allocation are $79.6 million of identifiable other intangible assets, which are amortized over their estimated useful lives, ranging from three to eight years , and $28.3 million of goodwill, of which $26.4 million is deductible for tax purposes. The final allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the acquisition date. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 3 inputs). Ivie’s operations are included in the United States Print and Related Services segment. 2018 Investment in Rise Interactive and Analytics, LLC On March 14, 2018 , the Company increased its equity position in Rise Interactive and Analytics, LLC (“Rise”) from 19% to 57% for the conversion of $9.3 million of loans to equity ownership and $8.7 million cash paid. The Company had historically accounted for Rise as a cost method investment. Rise is a digital marketing agency headquartered in Chicago, Illinois, that specializes in digital media, analytics and customer experience, and helps enterprise marketers see, shape, and act on opportunities in digital media. The Company has consolidated the results of Rise as of the date the Company obtained controlling financial interest in Rise and accounts for the 43% portion of Rise’s results not owned by the Company as noncontrolling interest in the condensed consolidated financial statements. The fair value of the assets and liabilities of, and noncontrolling interest in, Rise is estimated to be $48.5 million , including $13.7 million of acquired cash. Also included in the fair value allocation are $23.1 million of identifiable other intangible assets, which are amortized over their estimated useful lives, ranging from five to six years, and $26.3 million of goodwill, which is not deductible for tax purposes. The final allocation of the purchase price was based on valuations performed to determine the fair value of the net assets as of the acquisition date. The net assets acquired, excluding acquired cash, were classified as Level 3 in the valuation hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 3 inputs). Rise’s operations are included in the United States Print and Related Services segment. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During the third quarter of 2019, the Company made a decision to sell its United States Book business as a part of an ongoing process to review its business portfolio and divest assets not core to the Quad 3.0 transformation. Accordingly, the Company has classified the Book business as a discontinued operation, as required by ASC 205-20 — Discontinued Operations . The Book business consists of three facilities: Versailles, Kentucky; Fairfield, Pennsylvania; and Martinsburg, West Virginia. The Company’s Book business has historically been included within the United States Print and Related Services segment and the Core Print and Related Services reporting unit. The following table summarizes the results of operations of the Company’s United States Book business , which are included in the loss from discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total net sales $ 57.0 $ 55.6 $ 155.5 $ 151.2 Total cost of sales, excluding depreciation and amortization 60.4 54.7 166.5 146.5 Selling, general and administrative expenses 3.2 3.2 9.8 9.7 Depreciation and amortization 4.3 4.1 13.6 11.6 Restructuring, impairment and transaction-related charges (1) 90.6 — 90.6 — Goodwill impairment (2) 10.1 — 10.1 — Other expenses, net — — 0.1 0.1 Loss from discontinued operations before income taxes (111.6 ) (6.4 ) (135.2 ) (16.7 ) Income tax benefit (32.2 ) (1.4 ) (34.1 ) (4.1 ) Loss from discontinued operations, net of tax $ (79.4 ) $ (5.0 ) $ (101.1 ) $ (12.6 ) ______________________________ (1) The Company recognized impairment charges during the three and nine months ended September 30, 2019 , to reduce the carrying value of the Book business to its fair va lue, including $85.0 million of impairment charges for tangible property, plant and equipment and $5.6 million of impairment charges for contract assets. (2) The United States Book business was included in the Core Print and Related Services reporting unit. The amount of goodwill allocated to the Book business was determined based on the relative fair value of the Book business and the portion of the reporting unit that will be retained. Due to the decision to sell the Book business, the Company must determine whether any of the assets of the Book business were impaired. Therefore, management performed an interim goodwill impairment test. Due to the carrying value of the Book business net assets exceeding the estimated fair value, the Company recorded a $10.1 million goodwill impairment charge. The condensed consolidated statements of cash flows for all periods have not been adjusted to separately disclose cash flows related to discontinued operations. Cash flows used in operating activities related to the Book business were $8.7 million and $14.3 million during the nine months ended September 30, 2019 and 2018 , respectively; and cash flows used in investing activities related to the Book business were $15.7 million and $14.0 million during the nine months ended September 30, 2019 and 2018 , respectively. The following table summarizes the current and long-term assets and liabilities of the discontinued United States Book business that were classified as held for sale in the condensed consolidated balance sheets at September 30, 2019 , and December 31, 2018 : September 30, December 31, Receivables—net $ 23.0 $ 31.1 Inventories 16.7 21.6 Prepaid expenses and other current assets 0.1 2.6 Current assets of discontinued operations 39.8 55.3 Property, plant and equipment—net 23.0 108.3 Operating lease right-of-use assets—net 0.2 — Goodwill — 10.1 Other long-term assets 0.3 4.7 Long-term assets of discontinued operations 23.5 123.1 Accounts payable 9.0 14.7 Accrued liabilities 7.7 7.2 Current portion of finance lease obligations 1.5 1.5 Current portion of operating lease obligations 0.3 — Current liabilities of discontinued operations 18.5 23.4 Finance lease obligations 2.5 3.6 Other long-term liabilities 0.6 0.8 Long-term liabilities of discontinued operations 3.1 4.4 |
Restructuring, Impairment and T
Restructuring, Impairment and Transaction-Related Charges | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Transaction-Related Charges | Restructuring, Impairment and Transaction-Related Charges The Company recorded restructuring, impairment and transaction-related charges for the three and nine months ended September 30, 2019 and 2018 , as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Employee termination charges $ 12.3 $ 4.1 $ 19.9 $ 17.2 Impairment charges 1.5 4.5 3.6 16.0 Transaction-related charges 46.9 0.3 51.1 1.1 Integration costs 0.5 0.5 2.1 0.7 Other restructuring charges (income) (4.5 ) (4.1 ) (3.0 ) 5.6 Total $ 56.7 $ 5.3 $ 73.7 $ 40.6 The costs related to these activities have been recorded in the condensed consolidated statements of operations as restructuring, impairment and transaction-related charges. See Note 20 , “ Segment Information ,” for restructuring, impairment and transaction-related charges by segment. Restructuring Charges The Company began a restructuring program in 2010 related to eliminating excess manufacturing capacity and properly aligning its cost structure and has since announced a total of 45 plant closures through September 30, 2019 , including the announced closures of the Midland, Michigan and Shakopee, Minnesota plants during the third quarter of 2019. The Company classifies the following charges as restructuring: • Employee termination charges are incurred when the Company reduces its workforce through facility consolidations and separation programs. • Integration costs are incurred primarily for the integration of acquired companies (see Note 3 , “ Acquisitions and Strategic Investments ,” for descriptions of the Company’s recent acquisitions). • Other restructuring charges (income) are presented net of the gains on the sale of facilities and businesses, including the following: (1) an $8.6 million gain on the sale of a business during the third quarter of 2019; (2) a $2.5 million gain on the sale of the Franklin, Kentucky facility during the second quarter of 2019; (3) a $3.5 million gain on the sale of the Hazleton, Pennsylvania facility during the first quarter of 2019; (4) a $7.5 million gain on the sale of the Taunton, Massachusetts Book facility during the third quarter of 2018; and (5) a $2.2 million gain on the sale of the San Ixhuatepec, Mexico facility during the first quarter of 2018. During the second quarter of 2019, the Company also recorded $2.3 million in charges related to a value-added tax assessment for a closed facility, which is included within other restructuring activities during the nine months ended September 30, 2019 , in the table below. The components of other restructuring charges consisted of the following during the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Vacant facility carrying costs and lease exit charges $ 2.1 $ 2.5 $ 5.3 $ 12.9 Equipment and infrastructure removal costs 0.1 0.3 0.2 1.3 Gains on the sale of facilities (0.1 ) (7.5 ) (6.1 ) (9.7 ) Other restructuring activities (6.6 ) 0.6 (2.4 ) 1.1 Other restructuring charges (income) $ (4.5 ) $ (4.1 ) $ (3.0 ) $ 5.6 The restructuring charges recorded were based on plans that have been committed to by management and were, in part, based upon management’s best estimates of future events. Changes to the estimates may require future restructuring charges and adjustments to the restructuring liabilities. The Company expects to incur additional restructuring charges related to these and other initiatives. Impairment Charges The Company recognized impairment charges of $1.5 million and $3.6 million during the three and nine months ended September 30, 2019 , respectively, which consisted of $1.2 million and $3.3 million , respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction restructuring activities; and $0.3 million of land and building impairment charges during the three and nine months ended September 30, 2019 . Additional impairment charges were recorded related to the Book business during the three and nine months ended September 30, 2019 , which are disclosed in Note 4 , “ Discontinued Operations ”). The Company recognized impairment charges of $4.5 million and $16.0 million during the three and nine months ended September 30, 2018 , respectively, which consisted of $4.5 million and $13.6 million , respectively, for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction restructuring activities, and $2.4 million of land and building impairment charges during the nine months ended September 30, 2018 . The fair values of the impaired assets were determined by the Company to be Level 3 under the fair value hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 3 inputs) and were estimated based on broker quotes, internal expertise related to current marketplace conditions and estimated future discounted cash flows. These assets were adjusted to their estimated fair values at the time of impairment. If estimated fair values subsequently decline, the carrying values of the assets are adjusted accordingly. Transaction-Related Charges The Company incurs transaction-related charges primarily consisting of professional service fees related to business acquisition and divestiture activities. Transaction-related charges of $46.9 million and $51.1 million were recorded during the three and nine months ended September 30, 2019 , respectively, and $0.3 million and $1.1 million were recorded during the three and nine months ended September 30, 2018 , respectively. Transaction-related charges included a $45.0 million reverse termination fee paid during the three and nine months ended September 30, 2019 , in connection with the termination of the definitive agreement pursuant to which Quad would have acquired LSC Communications, Inc. (“ LSC ”). The transaction-related charges were expensed as incurred in accordance with the applicable accounting guidance on business combinations. Restructuring Reserves Activity impacting the Company’s restructuring reserves for the nine months ended September 30, 2019 , was as follows: Employee Termination Charges Impairment Charges Transaction-Related Charges Integration Costs Other Restructuring Charges (Income) Total Balance at December 31, 2018 $ 9.3 $ — $ 1.2 $ 0.2 $ 17.1 $ 27.8 Expense, net 19.9 3.6 51.1 2.1 (3.0 ) 73.7 Cash payments, net (13.5 ) — (51.2 ) (2.3 ) 5.6 (61.4 ) Non-cash adjustments/reclassifications (1.5 ) (3.6 ) 0.6 — (6.3 ) (10.8 ) Balance at September 30, 2019 $ 14.2 $ — $ 1.7 $ — $ 13.4 $ 29.3 The Company’s restructuring reserves at September 30, 2019 , included a short-term and a long-term component. The short-term portion included $22.5 million in accrued liabilities (see Note 14 , “ Accrued Liabilities and Other Long-Term Liabilities ”) and $2.0 million in accounts payable in the condensed consolidated balance sheets as the Company expects these reserves to be paid within the next twelve months. The long-term portion of $4.8 million is included in other long-term liabilities (see Note 14 , “ Accrued Liabilities and Other Long-Term Liabilities ”) in the condensed consolidated balance sheets. Included in the above table is a $2.0 million non-cash reclassification to transition lease liabilities previously accounted for under ASC 420 — Exit or Disposal Cost Obligations, to operating lease obligations, in accordance with the new guidance under ASC 842 . See Note 11 , “ Leases ,” for additional accounting policy and transition disclosures. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. Goodwill is assigned to specific reporting units and is tested annually for impairment as of October 31 or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying value. Due to the Company’s decision to sell its United States Book business , an interim goodwill impairment test was required to be completed on the remaining goodwill in the Core Print and Related Services reporting unit. Fair value was determined using an equal weighting of both the income and market approaches. Under the income approach, the Company determined fair value based on estimated future cash flows discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn. Under the market approach, the Company derived the fair value of the reporting units based on market multiples of comparable publicly-traded companies. This fair value determination was categorized as Level 3 in the fair value hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 3 inputs). Due to the carrying value of the Book business net assets exceeding the estimated fair value, the Company recorded a $10.1 million goodwill impairment charge related to the Book business during the three and nine months ended September 30, 2019 (see Note 4 , “ Discontinued Operations ”). In addition, when only a portion of goodwill is allocated to a business to be sold, the goodwill remaining in the portion of the reporting unit to be retained of $103.0 million must be tested for impairment. No goodwill impairment was recorded related to the retained portion of the Core Print and Related Services reporting unit during the three and nine months ended September 30, 2019 . The Company recorded $58.5 million of preliminary goodwill within the United States Print and Related Services segment related to the Periscope acquisition completed during the nine months ended September 30, 2019 . The amount of preliminary goodwill is subject to the final determination of acquired working capital and completion of the final valuation of the net assets acquired. The Company reclassified $10.1 million of goodwill within the United States Print and Related Services segment to discontinued operations during the nine months ended September 30, 2019 (see Note 4 , “ Discontinued Operations ”). There was no other activity impacting goodwill for the nine months ended September 30, 2019 . The accumulated goodwill impairment losses and the carrying value of goodwill at September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 United States Print and Related Services International Total United States Print and Related Services International Total Goodwill $ 881.3 $ 30.0 $ 911.3 $ 822.8 $ 30.0 $ 852.8 Accumulated goodwill impairment loss (778.3 ) (30.0 ) (808.3 ) (778.3 ) (30.0 ) (808.3 ) Goodwill, net of accumulated goodwill impairment loss $ 103.0 $ — $ 103.0 $ 44.5 $ — $ 44.5 Other Intangible Assets The components of finite-lived intangible assets at September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Gross Carrying Amount Accumulated Amortization Net Book Value Trademarks, patents, licenses and agreements 6 $ 68.0 $ (30.3 ) $ 37.7 7 $ 59.8 $ (22.4 ) $ 37.4 Capitalized software 5 15.8 (7.6 ) 8.2 5 15.3 (5.1 ) 10.2 Customer relationships 6 568.7 (464.9 ) 103.8 6 514.7 (449.7 ) 65.0 Total $ 652.5 $ (502.8 ) $ 149.7 $ 589.8 $ (477.2 ) $ 112.6 During the nine months ended September 30, 2019 , the gross carrying amount of other intangible assets increased primarily due to $69.8 million of acquired identifiable finite-lived intangible assets as discussed in Note 3 , “ Acquisitions and Strategic Investments .” The gross carrying amount and accumulated amortization within other intangible assets—net in the condensed consolidated balance sheets at September 30, 2019 , and December 31, 2018 , differs from the value originally recorded at acquisition due to impairment charges recorded in prior years and the effects of currency fluctuations since the purchase date. Other intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded on finite-lived intangible assets for the three and nine months ended September 30, 2019 and 2018 . Amortization expense for other intangible assets was $10.9 million and $33.8 million for the three and nine months ended September 30, 2019 , respectively, and $11.0 million and $25.0 million for the three and nine months ended September 30, 2018 , respectively. The estimated future amortization expense related to other intangible assets as of September 30, 2019 , was as follows: Amortization Expense Remainder of 2019 $ 10.9 2020 39.2 2021 30.7 2022 28.2 2023 24.6 2024 and thereafter 16.1 Total $ 149.7 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories at September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Raw materials and manufacturing supplies $ 145.1 $ 158.3 Work in process 61.0 45.0 Finished goods 82.5 75.7 Total $ 288.6 $ 279.0 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The components of property, plant and equipment at September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Land $ 103.8 $ 106.9 Buildings 848.0 874.1 Machinery and equipment 3,409.1 3,403.6 Other (1) 176.9 176.4 Construction in progress 30.9 32.7 Property, plant and equipment—gross $ 4,568.7 $ 4,593.7 Less: accumulated depreciation (3,489.1 ) (3,444.6 ) Property, plant and equipment—net $ 1,079.6 $ 1,149.1 ______________________________ (1) Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication-related equipment. The Company recorded impairment charges of $1.5 million and $3.6 million for the three and nine months ended September 30, 2019 , respectively, and $4.5 million and $16.0 million for the three and nine months ended September 30, 2018 , respectively, to reduce the carrying amounts of certain property, plant and equipment no longer utilized in production to fair value (see Note 5 , “ Restructuring, Impairment and Transaction-Related Charges ,” for further discussion on impairment charges). The Company recognized depreciation expense of $41.3 million and $125.5 million for the three and nine months ended September 30, 2019 , respectively, and $44.0 million and $137.0 million for the three and nine months ended September 30, 2018 , respectively. Assets Held for Sale from Continuing Operations The Company considered certain closed facilities for held for sale classification on the condensed consolidated balance sheets and determined there were no assets held for sale from continuing operations as of September 30, 2019 , or as of December 31, 2018 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is named as a defendant in various lawsuits in which claims are asserted against the Company in the normal course of business. The liabilities, if any, which ultimately result from such lawsuits are not expected by management to have a material impact on the condensed consolidated financial statements of the Company. Beginning in April 2016, the Company self-reported to the SEC and to the United States Department of Justice (“DOJ”) certain Foreign Corrupt Practices Act (“FCPA”) issues arising from its operations managed from Peru, and from Quad/Tech China. Also, during the course of its internal investigation of these matters, the Company identified and informed the Office of Foreign Assets Control (“OFAC”), the DOJ and the SEC of certain transactions involving Cuba arising from the Company’s operations managed from Peru. During the third quarter of 2019, the Company and the SEC entered into a resolution of these matters and the Company paid $9.9 million to the SEC in October 2019. The DOJ declined to bring any action against the Company, citing the Company’s voluntary and prompt self-reporting, cooperation and full remediation. During the third quarter of 2019, the Company and the Peruvian antitrust authority, INDECOPI, entered into a resolution regarding INDECOPI’s investigation into certain competition law issues with regard to private sector clients and the Company agreed to pay a total of $3.2 million over the next four years , beginning in January 2020. Environmental Reserves The Company is subject to various laws, regulations and government policies relating to health and safety, to the generation, storage, transportation, and disposal of hazardous substances, and to environmental protection in general. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Such reserves are adjusted as new information develops or as circumstances change. The environmental reserves are not discounted. The Company believes it is in compliance with such laws, regulations and government policies in all material respects. Furthermore, the Company does not anticipate that maintaining compliance with such environmental statutes will have a material impact upon the Company’s condensed consolidated financial position. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of long-term debt as of September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Master note and security agreement $ 74.5 $ 96.2 Term Loan A 814.7 281.3 Term Loan B — 279.5 Revolving credit facility 19.4 — Senior unsecured notes 243.5 243.5 International term loans 17.3 17.8 International revolving credit facilities 3.3 11.8 Other 2.1 2.6 Debt issuance costs (9.9 ) (7.2 ) Total debt $ 1,164.9 $ 925.5 Less: short-term debt and current portion of long-term debt (66.0 ) (42.9 ) Long-term debt $ 1,098.9 $ 882.6 Fair Value of Debt Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company’s total debt was approximately $1.2 billion and $0.9 billion at September 30, 2019 , and December 31, 2018 , respectively. The fair value determination of the Company’s total debt was categorized as Level 2 in the fair value hierarchy (see Note 13 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 2 inputs). 2019 Senior Secured Credit Facility Amendment The Company completed the third amendment to the April 28, 2014 Senior Secured Credit Facility on January 31, 2019 . This third amendment was completed to provide Quad with the liquidity and structural flexibility to consummate the proposed, but now terminated, acquisition of LSC and to extend existing maturities by (a) increasing the aggregate amount of the existing revolving credit facility from $725.0 million to $800.0 million with a term of five years, maturing on January 31, 2024 ; (b) increasing the aggregate amount of the existing Term Loan A from $375.0 million to $825.0 million with a delayed draw feature and term of five years, maturing on January 31, 2024 ; and (c) increasing the aggregate amount of the existing Term Loan B from $300.0 million to $500.0 million with a term of seven years, maturing on January 31, 2026 . The Company intended that the loans available under the amended revolving credit facility would be used to repay, refinance, repurchase, redeem, exchange or otherwise terminate LSC ’s existing indebtedness in connection with the consummation of the merger, and to pay transaction expenses. On July 26, 2019, following the termination of the acquisition of LSC, Quad fully funded the $825.0 million delayed draw Term Loan A to retire the entire amount outstanding on the $500.0 million Term Loan B and reduced the borrowings under the revolving credit facility. The Company recognized a $14.6 million loss on debt extinguishment during the three months ended September 30, 2019 , for the retirement of the Term Loan B. The third amendment also amended certain of the quarterly financial covenants to which the Company is subject (all financial terms, numbers and ratios are as defined in the Senior Secured Credit Facility, as amended by the third amendment). Borrowings under the revolving credit facility and delayed draw Term Loan A made under the Senior Secured Credit Facility will initially bear interest at 2.50% in excess of reserve adjusted London Interbank Offered Rate (“ LIBOR ”), or 1.50% in excess of an alternate base rate, and borrowings under the Term Loan B bear interest at 5.00% in excess of reserve adjusted LIBOR, or 4.00% in excess of an alternative base rate at the Company’s option. The Senior Secured Credit Facility remains secured by substantially all of the unencumbered assets of the Company. The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lenders in certain limited circumstances. In conjunction with the third amendment to the Company’s Senior Secured Credit Facility completed on January 31, 2019 , the Company incurred $20.2 million in debt issuance costs. In accordance with the accounting guidance for the treatment of debt issuance costs in a debt extinguishment, of the $20.2 million in new debt issuance costs, $6.0 million was classified as a reduction of long-term debt in the condensed consolidated balance sheets and $14.2 million was expensed and was classified as loss on debt extinguishment in the condensed consolidated statements of operations at the time of the refinancing. In addition, a new original issue discount of $15.0 million related to the Term Loan B of the Senior Secured Credit facility was classified as a reduction of long-term debt in the condensed consolidated balance sheets at the time of the refinancing. The Company has recognized a $14.6 million loss on debt extinguishment during the three months ended September 30, 2019 , for the retirement of the Term Loan B. Debt Issuance Costs and Original Issue Discount Activity impacting the Company’s debt issuance costs for the nine months ended September 30, 2019 , was as follows: Capitalized Debt Balance at December 31, 2018 $ 7.2 Debt issuance costs from January 31, 2019 debt financing arrangement 6.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (0.7 ) Loss on debt extinguishment from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B (0.5 ) Amortization of debt issuance costs (2.1 ) Balance at September 30, 2019 $ 9.9 Activity impacting the Company’s original issue discount for the nine months ended September 30, 2019 , was as follows: Original Issue Discount Balance at December 31, 2018 $ 1.0 Original issue discount from January 31, 2019 debt financing arrangement 15.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (1.0 ) Loss on debt extinguishment from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B (14.1 ) Amortization of original issue discount (0.9 ) Balance at September 30, 2019 $ — 2019 Loss on Debt Extinguishment The loss on debt extinguishment recorded during the nine months ended September 30, 2019 , was comprised of the following: Loss on Debt Extinguishment Debt issuance costs: Debt issuance costs from February 10, 2017 debt financing arrangement $ 0.7 Debt issuance costs from January 31, 2019 debt financing arrangement 14.2 Debt issuance costs from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B 0.5 Original issue discount: Original issue discount from February 10, 2017 debt financing arrangement 1.0 Original issue discount from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B 14.1 Total $ 30.5 Covenants and Compliance The Company’s various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company’s debt agreements). Among these covenants, the Company was required to maintain the following as of September 30, 2019 : • Total Leverage Ratio. On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt to consolidated EBITDA, shall not exceed 3.75 to 1.00 (for the twelve months ended September 30, 2019 , the Company’s total leverage ratio was 3.18 to 1.00). • Liquidity. The Company is required to maintain liquidity, defined as unrestricted cash and permitted investments of the Company and its subsidiaries (subject to certain conditions) plus the aggregate amount of the unused revolving credit facility commitments, of not less than $300.0 million at any time during the period from six months prior to the maturity date of the Company’s unsecured 7.0% senior notes maturing on May 1, 2022 , (the “ Senior Unsecured Notes ”) until the earlier of the date on which (a) such Senior Unsecured Notes are repaid in full or (b) the maturity date of such Senior Unsecured Notes is extended to a date that is at least 91 days later than the latest maturity date under the Senior Secured Credit Facility. As of September 30, 2019 , the liquidity covenant is not applicable, as the Company is not within the six month period prior to the May 1, 2022, maturity date of the Senior Unsecured Notes. • If there is any amount outstanding on the Revolving Credit Facility or Term Loan A, or if any lender has any revolving credit exposure or Term Loan A credit exposure, the Company is required to maintain the following: ◦ Senior Secured Leverage Ratio. On a rolling twelve-month basis, the senior secured leverage ratio, defined as senior secured net debt to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended September 30, 2019 , the Company’s senior secured leverage ratio was 2.51 to 1.00). ◦ Interest Coverage Ratio. On a rolling twelve-month basis, the interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.00 to 1.00 (for the twelve months ended September 30, 2019 , the Company’s interest coverage ratio was 4.85 to 1.00). The indenture underlying the Company’s $300.0 million aggregate principal amount of Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of the Company’s consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates. In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock, including the following: • If the Company’s total leverage ratio is greater than 2.75 to 1.00 (as defined in the Senior Secured Credit Facility), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 2.75 to 1.00, there are no such restrictions. As the Company’s total leverage ratio as of September 30, 2019 , was 3.18 to 1.00, the limitations described above are currently applicable. • If the Company’s senior secured leverage ratio is greater than 3.00 to 1.00 or the Company’s total leverage ratio is greater than 3.50 to 1.00 (these ratios as defined in the Senior Secured Credit Facility), the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior secured leverage ratio is less than 3.00 to 1.00 and the total leverage ratio is less than 3.50 to 1.00, there are no such restrictions. The limitations described above are currently not applicable, as the Company’s senior secured leverage ratio was 2.51 to 1.00 and total leverage ratio was 3.18 to 1.00, as of September 30, 2019 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines the discount rate, lease term and lease payments. • ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the implicit interest rate as it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms based on the published United States Treasury rates as well as the Company’s credit rating at implementation or at the lease inception date. • The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus or minus any additional periods covered by an option to extend or terminate the lease that the Company is reasonably certain to exercise. • Lease payments included in the lease liability are comprised of fixed payments as well as any exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise. The Company’s leases do not contain variable lease payments. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently amortized by the straight-line lease expense adjusted by the lease liability accretion over the lease term. For finance leases, the ROU asset is subsequently amortized on a straight-line basis from the lease commencement date to the earlier of the end of its useful life or the end of the lease term. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company’s ROU assets for both operating and finance leases are reviewed for impairment losses on a quarterly basis in line with ASC 360-10 — Property, Plant, and Equipment — Overall. The Company has not recognized any impairment losses to date from continuing operations. The Company also monitors its leases for events or changes in circumstances that require a reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the ROU asset. Operating leases are included in operating lease right-of-use assets—net, current portion of operating lease obligations, and operating lease obligations in the condensed consolidated balance sheets. Finance leases are included in property and equipment—net, current portion of finance lease obligations, and finance lease obligations in the condensed consolidated balance sheets. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have an original lease term of twelve months or less. Therefore, the Company recognizes the lease payments associated with these short-term leases as an expense over the lease term in the condensed consolidated statement of operations. Adoption of ASU 2016-02 — Transition Approach The Company adopted ASU 2016-02 as of January 1, 2019 using the additional optional transition method pursuant to Accounting Standards Update 2018-11 “Leases (Topic 842): Targeted Improvements”, meaning that restatement of prior period consolidated financial statements or presentation of comparative disclosures is not necessary. During adoption, the Company elected the following practical expedients allowed: • The Company elected the practical expedient package and therefore did not reassess for any existing leases: ◦ whether contracts are or contain leases; ◦ the lease classification for any existing leases; and ◦ any initial direct costs. • The Company elected the practical expedient related to land easements, allowing to carry forward the accounting treatment for land easements on existing agreements. • The Company used “hindsight” judgments that impact the lease term. • The Company elected to combine lease and non-lease components into one lease component for select underlying lease asset categories. Real estate leases are accounted for separately while all other leases, primarily equipment, leases with separate lease and non-lease components are accounted for as a single lease component. Adoption of the new standard resulted in the recording of operating lease right-of-use assets and operating lease obligations of $130.8 million and $132.4 million , respectively, as of January 1, 2019. The transition adjustment included right-of-use assets and operating lease obligations attributable to the Book business of $0.6 million and $0.6 million , respectively. The transition had no impact to the condensed consolidated statement of operations. Leases Financial Information The Company enters into various lease agreements for real estate, such as office space and manufacturing facilities, as well as equipment leases, including press, finishing and transportation equipment. Many of these leases provide the Company with options to renew, terminate, or in the case of equipment leases, purchase the related equipment at the termination value, as defined, and at various early buyout dates during the term of the lease. In general, the Company has determined these options were not reasonably certain to be exercised, and therefore are not included in the determination of the lease term. The following summarizes certain lease information for the three and nine months ended September 30, 2019 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 1.4 $ 3.4 Interest on lease liabilities 0.2 0.6 Operating lease cost 11.9 33.3 Short-term lease cost — 0.3 Sublease income (0.7 ) (2.0 ) Total lease cost $ 12.8 $ 35.6 Nine Months Ended September 30, 2019 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ — Operating cash flows from operating leases 33.6 Financing cash flows from finance leases 4.5 Right-of-use assets obtained in exchange for new finance lease liabilities 7.8 Right-of-use assets obtained in exchange for new operating lease liabilities 17.9 Weighted-average remaining lease term — finance leases 2.1 years Weighted-average remaining lease term — operating leases 5.1 years Weighted-average discount rate — finance leases 6.4 % Weighted-average discount rate — operating leases 6.7 % Future maturities of lease liabilities at September 30, 2019 were as follows: Future Maturities of Operating Leases Future Maturities of Finance Leases Remainder of 2019 $ 10.9 $ 2.8 2020 38.0 6.9 2021 26.4 2.8 2022 19.7 1.5 2023 15.4 0.2 2024 and thereafter 33.6 — Total minimum payments 144.0 14.2 Less: present value discount (22.9 ) (0.9 ) Lease liability $ 121.1 $ 13.3 The following tables summarize certain lease information from continuing operations for the year ended December 31, 2018, prior to the implementation of the guidance under ASC 842 . The components of finance lease assets at December 31, 2018, were as follows: 2018 Leased equipment—gross $ 21.7 Less: accumulated depreciation (12.0 ) Leased equipment—net $ 9.7 The future maturities of finance leases at December 31, 2018, were as follows: Future Maturities of Finance Leases 2019 $ 4.3 2020 3.3 2021 2.5 2022 1.3 2023 0.2 2024 and thereafter — Total minimum payments 11.6 Less: amounts representing interest (1.3 ) Present value of minimum payments 10.3 Less: current portion (3.6 ) Long-term finance lease obligations $ 6.7 The Company has various operating lease agreements. Future minimum rental commitments under non-cancelable leases at December 31, 2018, were as follows: Future Minimum Rental Commitments 2019 $ 37.9 2020 33.3 2021 23.9 2022 17.8 2023 13.7 2024 and thereafter 31.1 Total $ 157.7 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company records income tax expense (benefit) on an interim basis. The estimated effective income tax rate is adjusted quarterly, and items discrete to a specific quarter are reflected in income tax expense (benefit) for that interim period. Tax allocable to continuing operations is calculated without regard to the tax effects of income and losses allocable to discontinued operations under the incremental approach. The effective income tax rate for the interim period can differ from the statutory tax rate, as it reflects discrete items, such as changes in the liability for unrecognized tax benefits related to the establishment and settlement of income tax exposures and benefits related to share-based compensation. The Company currently has various open tax audits in multiple jurisdictions. From time to time, the Company will receive tax assessments as part of the process. Based on the information available as of September 30, 2019 , the Company has recorded its best estimate of the potential settlements of these audits. Actual results could differ from the estimated amounts. The Company’s liability for unrecognized tax benefits as of September 30, 2019 , was $10.5 million . The Company anticipates a $1.7 million decrease to its liability for unrecognized tax benefits within the next twelve months due to the resolution of income tax audits or statute expirations. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of acquisitions or impairment charges. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. There were no Level 3 recurring measurements of assets or liabilities as of September 30, 2019 . Interest Rate Swaps The Company currently holds two interest rate swap contracts designated as cash flow hedges, as the purpose is to reduce the variability of cash flows from interest payments related to a portion of Quad’s variable-rate debt. The swaps effectively convert the notional value of the Company’s variable rate debt based on one-month LIBOR to a fixed rate, including a spread on underlying debt, and a monthly reset in the variable interest rate. The key terms of the interest rate swaps are as follows: March 19, 2019 Interest Rate Swap February 7, 2017 Interest Rate Swap Effective date March 29, 2019 February 28, 2017 Termination date March 28, 2024 February 28, 2022 Term 5 years 5 years Notional amount $130.0 $250.0 Fixed swap rate 2.43% 1.89% The Company classifies the interest rate swaps as Level 2 because the inputs into the valuation model are observable or can be derived or corroborated utilizing observable market data at commonly quoted intervals. The fair value of the interest rate swaps classified as Level 2 as of September 30, 2019 , and December 31, 2018 , were as follows: Balance Sheet Location September 30, 2019 December 31, 2018 Interest rate swap assets Prepaid expenses and other current assets $ — $ 4.3 Interest rate swap liabilities Other long-term liabilities $ (8.3 ) $ — The interest rate swaps were highly effective as of September 30, 2019 . No amount of ineffectiveness has been recorded into earnings related to these cash flow hedges. The cash flows associated with the interest rate swaps have been recognized as an adjustment to interest expense in the condensed consolidated statements of operations, and the changes in the fair value of the interest rate swaps have been included in other comprehensive loss in the condensed consolidated statements of comprehensive income (loss): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net interest paid (received) $ (0.2 ) $ (0.1 ) $ (1.0 ) $ — Gain (loss) recognized in other comprehensive income (loss) (2.0 ) 1.0 $ (12.6 ) $ 6.1 Foreign Exchange Contracts The Company has operations in countries that have transactions outside their functional currencies and periodically enters into foreign exchange contracts. These contracts are used to hedge the net exposures of changes in foreign currency exchange rates and are designated as either cash flow hedges or fair value hedges. Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates. There were no open foreign currency exchange contracts as of September 30, 2019 . Natural Gas Forward Contracts The Company periodically enters into natural gas forward purchase contracts to hedge against increases in commodity costs. The Company’s commodity contracts qualified for the exception related to normal purchases and sales during the three and nine months ended September 30, 2019 and 2018 , as the Company takes delivery in the normal course of business. Debt The Company measures fair value on its debt instruments using interest rates available to the Company for borrowings with similar terms and maturities and is categorized as Level 2. See Note 10 , “ Debt ,” for the fair value of the Company’s debt as of September 30, 2019 . Nonrecurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. See Note 3 , “ Acquisitions and Strategic Investments ,” for further discussion on acquisitions. See Note 4 , “ Discontinued Operations ”; Note 5 , “ Restructuring, Impairment and Transaction-Related Charges ”; Note 6 , “ Goodwill and Other Intangible Assets ”; and Note 8 , “ Property, Plant and Equipment ” for further discussion on impairment charges recorded as a result of the remeasurement of certain long-lived assets. Other Estimated Fair Value Measurements The Company records the fair value of its forward contracts and pension plan assets on a recurring basis. The fair value of cash and cash equivalents, receivables, inventories, accounts payable and accrued liabilities approximate their carrying values as of September 30, 2019 , and December 31, 2018 . |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other Long-Term Liabilities | Accrued Liabilities and Other Long-Term Liabilities The components of accrued and other long-term liabilities as of September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 Accrued Liabilities Other Long-Term Liabilities Total Accrued Liabilities Other Long-Term Liabilities Total Employee-related liabilities (1) $ 116.7 $ 57.7 $ 174.4 $ 122.4 $ 62.8 $ 185.2 Single employer pension plan obligations 1.7 72.1 73.8 1.7 80.9 82.6 Multiemployer pension plans – withdrawal liability 8.8 37.0 45.8 8.4 42.5 50.9 Tax-related liabilities 29.2 4.1 33.3 29.5 8.1 37.6 Restructuring liabilities 22.5 4.8 27.3 23.1 2.9 26.0 Interest and rent liabilities 9.8 0.3 10.1 6.0 1.4 7.4 Other 88.6 31.2 119.8 94.0 33.2 127.2 Total $ 277.3 $ 207.2 $ 484.5 $ 285.1 $ 231.8 $ 516.9 ______________________________ (1) Employee-related liabilities consist primarily of payroll, bonus, vacation, health and workers’ compensation. |
Employee Retirement Plans
Employee Retirement Plans | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plans | Employee Retirement Plans Defined Contribution Plans The Quad/Graphics, Inc. Employee Stock Ownership Plan (“ ESOP ”) holds profit sharing contributions of Company stock, which are made at the discretion of the Company’s Board of Directors. The Company made a non-cash contribution of 1,006,061 shares of Company class A common stock at a stock price of $22.18 per share for a total value of $22.3 million to the ESOP during the nine months ended September 30, 2018 . There were no profit sharing contributions during the three months ended September 30, 2018 , or during the three and nine months ended September 30, 2019 . Pension Plans The Company assumed various funded and unfunded frozen pension plans for a portion of its full-time employees in the United States as part of the acquisition of World Color Press Inc. (“ World Color Press ”) in 2010. Benefits are generally based upon years of service and compensation. These plans are funded in conformity with the applicable government regulations. The Company funds at least the minimum amount required for all qualified plans using actuarial cost methods and assumptions acceptable under government regulations. The components of net pension income for the three and nine months ended September 30, 2019 and 2018 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest cost $ (4.4 ) $ (4.0 ) $ (13.2 ) $ (12.0 ) Expected return on plan assets 5.9 7.1 17.7 21.3 Net pension income $ 1.5 $ 3.1 $ 4.5 $ 9.3 The Company made $0.8 million in benefit payments to its non-qualified defined benefit pension plans and made $3.5 million in contributions to its qualified defined benefit pension plans during the nine months ended September 30, 2019 . Multiemployer Pension Plans (“MEPPs”) The Company has withdrawn from all significant MEPPs and replaced these union sponsored “promise to pay in the future” defined benefit plans with a Company sponsored “pay as you go” defined contribution plan. The two MEPPs, the Graphic Communications International Union – Employer Retirement Fund (“GCIU”) and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”), are significantly underfunded, and require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed. As a result of the decision to withdraw, the Company accrued a withdrawal liability based on information provided by each plan’s trustee. The Company has reserved $45.8 million for the total MEPPs withdrawal liability as of September 30, 2019 , of which $37.0 million was recorded in other long-term liabilities and $8.8 million was recorded in accrued liabilities in the condensed consolidated balance sheets. The Company is scheduled to make payments to the GCIU and GCC until April 2032 and February 2024, respectively. The Company made payments totaling $7.8 million and $10.5 million for the nine months ended September 30, 2019 and 2018 |
Earnings (Loss) Per Share Attri
Earnings (Loss) Per Share Attributable to Quad/Graphics Common Shareholders | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Attributable to Quad/Graphics Common Shareholders | Earnings (Loss) Per Share Attributable to Quad Common Shareholders Basic earnings (loss) per share attributable to Quad common shareholders is computed as net earnings (loss) attributable to Quad common shareholders divided by the basic weighted average common shares outstanding. The calculation of diluted earnings (loss) per share attributable to Quad common shareholders includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned stock-based compensation costs attributable to future services. Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on earnings per share during periods with net earnings from continuing operations, and accordingly, the Company excludes them from the calculation. Due to the net loss incurred during the three and nine months ended September 30, 2019 , the assumed exercise of all equity incentive instruments was anti-dilutive and therefore, not included in the diluted loss per share calculation. Anti-dilutive equity instruments excluded from the computation of diluted net earnings per share were 0.3 million and 0.5 million class A common shares for the three and nine months ended September 30, 2018 , respectively. Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company’s common stock, including the impact of discontinued operations, for the three and nine months ended September 30, 2019 and 2018 , are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net earnings (loss) from continuing operations $ (47.0 ) $ 27.5 $ (62.8 ) $ 41.1 Less: net earnings (loss) attributable to noncontrolling interests 0.1 (0.9 ) (0.1 ) (0.8 ) Net earnings (loss) from continuing operations attributable to Quad common shareholders (47.1 ) 28.4 (62.7 ) 41.9 Loss from discontinued operations, net of tax (79.4 ) (5.0 ) (101.1 ) (12.6 ) Net earnings (loss) attributable to Quad common shareholders $ (126.5 ) $ 23.4 $ (163.8 ) $ 29.3 Denominator Basic weighted average number of common shares outstanding for all classes of common shares 50.1 49.3 50.0 50.0 Plus: effect of dilutive equity incentive instruments — 1.8 — 1.8 Diluted weighted average number of common shares outstanding for all classes of common shares 50.1 51.1 50.0 51.8 Earnings (loss) per share attributable to Quad common shareholders Basic: Continuing operations $ (0.94 ) $ 0.57 $ (1.26 ) $ 0.84 Discontinued operations (1.58 ) (0.10 ) (2.02 ) (0.25 ) Basic earnings (loss) per share attributable to Quad common shareholders $ (2.52 ) $ 0.47 $ (3.28 ) $ 0.59 Diluted: Continuing operations $ (0.94 ) $ 0.56 $ (1.26 ) $ 0.81 Discontinued operations (1.58 ) (0.10 ) (2.02 ) (0.24 ) Diluted earnings (loss) per share attributable to Quad common shareholders $ (2.52 ) $ 0.46 $ (3.28 ) $ 0.57 Cash dividends paid per common share for all classes of common shares $ 0.30 $ 0.30 $ 0.90 $ 0.90 |
Equity Incentive Programs
Equity Incentive Programs | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Programs | Equity Incentive Programs The shareholders of the Company approved the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan (“Omnibus Plan”) for two complementary purposes: (1) to attract and retain outstanding individuals to serve as directors, officers and employees; and (2) to increase shareholder value. In May 2019, an additional 1,800,000 shares were approved for issuance, providing for an aggregate 12,671,652 shares of class A common stock reserved for issuance under the Omnibus Plan. Awards under the Omnibus Plan may consist of incentive awards, stock options, stock appreciation rights, performance shares, performance share units, shares of class A common stock, restricted stock (“RS”), restricted stock units (“RSU”), deferred stock units (“DSU”) or other stock-based awards as determined by the Company’s Board of Directors. Each stock option granted has an exercise price of no less than 100% of the fair market value of the class A common stock on the date of grant. There were 1,629,294 shares of class A common stock reserved for issuance under the Omnibus Plan as of September 30, 2019 . Authorized unissued shares or treasury shares may be used for issuance under the Company’s equity incentive programs. The Company plans to either use treasury shares of its class A common stock or issue shares of class A common stock to meet the stock requirements of its awards in the future. The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, RS awards, RSU awards and DSU awards. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units, which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Equity Incentive Compensation Expense The total compensation expense recognized related to all equity incentive programs was $3.9 million and $11.6 million for the three and nine months ended September 30, 2019 , respectively, and $3.2 million and $12.3 million for the three and nine months ended September 30, 2018 , respectively, and was recorded primarily in selling, general and administrative expenses in the condensed consolidated statements of operations. Total stock-based compensation expense included expense of $0.4 million and income of $0.2 million recognized for liability awards that are remeasured on a quarterly basis during the three and nine months ended September 30, 2019 , respectively. Total future compensation expense related to all equity incentive programs granted as of September 30, 2019 , was estimated to be $19.2 million , which consists entirely of expense for RS and RSU awards. Estimated future compensation expense is $3.5 million for the remainder of 2019 , $9.7 million for 2020 , $5.3 million for 2021 and $0.7 million for 2022 . Stock Options Options vest over four years , with no vesting in the first year and one-third vesting upon the second, third and fourth anniversary dates. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Options expire no later than the tenth anniversary of the grant date, 24 months after termination for death, 36 months after termination for normal retirement or disability and 90 days after termination of employment for any other reason. Options are not credited with dividend declarations, except for the November 18, 2011 grants. Stock options are only to be granted to employees. There were no stock options granted, and no compensation expense was recognized related to stock options for the three and nine months ended September 30, 2019 and 2018 . There is no future compensation expense for stock options as of September 30, 2019 . The following table is a summary of the stock option activity for the nine months ended September 30, 2019 : Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Outstanding at December 31, 2018 942,315 $ 24.31 1.8 $ — Granted — — Exercised — — Canceled/forfeited/expired (147,292 ) 18.64 Outstanding and exercisable at September 30, 2019 795,023 $ 25.36 1.3 $ — The intrinsic value of options outstanding and exercisable at September 30, 2019 , and December 31, 2018 , was based on the fair value of the stock price. All outstanding options are vested as of September 30, 2019 . There were no stock options exercised during the three and nine months ended September 30, 2019 . The following table is a summary of the stock option exercise activity for the three and nine months ended September 30, 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2018 Total intrinsic value of stock options exercised $ 0.1 $ 3.7 Proceeds from stock options exercised 0.1 4.1 Restricted Stock and Restricted Stock Units Restricted stock and restricted stock unit awards consist of shares or the rights to shares of the Company’s class A common stock which are awarded to employees of the Company. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the employee. RSU awards are typically granted to eligible employees outside of the United States. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death, disability or normal retirement of the grantee. Grantees receiving RS awards are able to exercise full voting rights and receive full credit for dividends during the vesting period. All such dividends will be paid to the RS grantee within 45 days of full vesting. Grantees receiving RSU awards are not entitled to vote, but do earn dividends. Upon vesting, RSU awards will be settled either through cash payment equal to the fair market value of the RSU awards on the vesting date or through issuance of the Company’s class A common stock. The following table is a summary of RS and RSU award activity for the nine months ended September 30, 2019 : Restricted Stock Restricted Stock Units Shares Weighted- Average Grant Date Fair Value Per Share Weighted- Average Remaining Contractual Term (years) Units Weighted- Average Grant Date Fair Value Per Share Weighted- Average Remaining Contractual Term (years) Nonvested at December 31, 2018 2,335,916 $ 17.36 1.0 107,092 $ 16.70 0.8 Granted 1,503,344 12.31 186,807 12.33 Vested (1,118,071 ) 9.46 (58,187 ) 9.51 Forfeited (38,758 ) 22.53 (5,091 ) 26.88 Nonvested at September 30, 2019 2,682,431 $ 17.75 1.8 230,621 $ 14.75 2.1 In the first quarter of 2019, the Company issued RSU awards in connection with the acquisition of Periscope that are accounted for as liability awards that will vest on March 1, 2022. The awards were recorded at fair value on the initial issuance date and are remeasured to fair value at each reporting period, with the change in fair value being recorded in selling, general and administrative expense in the condensed consolidated statements of operations. The change in fair value of the awards classified as liabilities resulted in expense of $0.4 million and income of $0.2 million for the three and nine months ended September 30, 2019 . As of September 30, 2019 , the fair value of the RSU awards classified as liabilities was $1.5 million and was included in other long-term liabilities on the condensed consolidated balance sheets. In general, RS and RSU awards will vest on the third anniversary of the grant date, provided the holder of the share is continuously employed by the Company until the vesting date. Compensation expense recognized for RS and RSU awards classified as equity was $3.5 million and $10.9 million for the three and nine months ended September 30, 2019 , respectively, and $3.2 million and $11.4 million for the three and nine months ended September 30, 2018 , respectively. Deferred Stock Units Deferred stock units are awards of rights to shares of the Company’s class A common stock and are awarded to non-employee directors of the Company. The following table is a summary of DSU award activity for the nine months ended September 30, 2019 : Deferred Stock Units Units Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2018 236,561 $ 19.40 Granted 72,464 12.32 Dividend equivalents granted 26,173 10.19 Settled (30,676 ) 22.53 Outstanding at September 30, 2019 304,522 $ 16.61 Each DSU award entitles the grantee to receive one share of class A common stock upon the earlier of the separation date of the grantee or the second anniversary of the grant date, but could be subject to acceleration for a change in control, death or disability as defined in the individual DSU grant agreement. Grantees of DSU awards may not exercise voting rights, but are credited with dividend equivalents, and those dividend equivalents will be converted into additional DSU awards based on the closing price of the class A common stock. Compensation expense recognized for DSU awards was $0.9 million during the nine months ended September 30, 2019 and 2018 . There was no compensation expense recognized for DSU awards during the three months ended September 30, 2019 and 2018 . As DSU awards are fully vested on the grant date, all compensation expense was recognized at the date of grant. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity The Company has three classes of common stock as follows (share data in millions): Issued Common Stock Authorized Shares Outstanding Treasury Total Issued Shares Class A stock ($0.025 par value) September 30, 2019 105.0 39.3 1.0 40.3 December 31, 2018 80.0 38.1 2.2 40.3 Class B stock ($0.025 par value) September 30, 2019 80.0 13.5 — 13.5 December 31, 2018 80.0 13.5 — 13.5 Class C stock ($0.025 par value) September 30, 2019 20.0 — 0.5 0.5 December 31, 2018 20.0 — 0.5 0.5 In accordance with the Articles of Incorporation, each class A common share has one vote per share and each class B and class C common share has ten votes per share on all matters voted upon by the Company’s shareholders. Liquidation rights are the same for all three classes of common stock. The Company also has 0.5 million shares of $0.01 par value preferred stock authorized, of which none were issued at September 30, 2019 , and December 31, 2018 . The Company has no present plans to issue any preferred stock. On May 20, 2019 , the Company held its annual meeting of shareholders. At the meeting, the shareholders of the Company approved a proposed amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of class A common stock from 80.0 million to 105.0 million , and a corresponding increase to the number of authorized shares of capital stock from 180.5 million to 205.5 million . On September 6, 2011 , the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million of the Company’s outstanding class A common stock. On July 30, 2018 , the Company’s Board of Directors discontinued the remainder of the September 6, 2011 share repurchase program and authorized a new share repurchase program of up to $100.0 million of the Company’s outstanding class A common stock. There were no shares repurchased during the three and nine months ended September 30, 2019 , or during the three months ended September 30, 2018 . During the nine months ended September 30, 2018 , the Company repurchased 1,871,631 shares of its class A common stock at a weighted average price of $19.59 per share for a total purchase price of $36.7 million . As of September 30, 2019 , there were $100.0 million of authorized repurchases remaining under the program. On February 16, 2018 , the Company’s Board of Directors authorized the issuance of 1,006,061 shares of Company class A common stock from treasury to the Company’s ESOP, at a stock price of $22.18 per share for a total value of $22.3 million . In March 2018, 284,845 shares of class B common stock were converted to class A common stock, and the class B common shares were canceled and returned to the status of authorized but unissued shares. In accordance with the Articles of Incorporation, dividends are paid equally for all three classes of common shares. The dividend activity related to the then outstanding shares for the nine months ended September 30, 2019 and 2018 , was as follows: Declaration Date Record Date Payment Date Dividend Amount per Share 2019 Q3 Dividend July 30, 2019 August 19, 2019 September 6, 2019 $ 0.30 Q2 Dividend April 30, 2019 May 20, 2019 June 7, 2019 0.30 Q1 Dividend February 19, 2019 February 25, 2019 March 8, 2019 0.30 2018 Q3 Dividend July 31, 2018 August 20, 2018 September 7, 2018 $ 0.30 Q2 Dividend May 1, 2018 May 21, 2018 June 8, 2018 0.30 Q1 Dividend February 21, 2018 March 19, 2018 March 30, 2018 0.30 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2019 , were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at January 1, 2019 $ (130.0 ) $ 3.3 $ (25.5 ) $ (152.2 ) Other comprehensive loss before reclassifications (6.4 ) (9.4 ) — (15.8 ) Amounts reclassified from accumulated other comprehensive loss to net loss — — — — Net other comprehensive loss (6.4 ) (9.4 ) — (15.8 ) Balance at September 30, 2019 $ (136.4 ) $ (6.1 ) $ (25.5 ) $ (168.0 ) The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2018 , were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at January 1, 2018 $ (117.0 ) $ 1.6 $ (11.9 ) $ (127.3 ) Other comprehensive income (loss) before reclassifications (9.3 ) 4.6 — (4.7 ) Amounts reclassified from accumulated other comprehensive loss to net earnings — — — — Net other comprehensive income (loss) (9.3 ) 4.6 — (4.7 ) Balance at September 30, 2018 $ (126.3 ) $ 6.2 $ (11.9 ) $ (132.0 ) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As a worldwide marketing solutions partner dedicated to creating a better way, Quad uses its data-driven, integrated marketing solutions platform to help clients reduce complexity, increase efficiency and enhance marketing spend effectiveness. The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business. The Company’s operating and reportable segments, including their product and service offerings, and a “Corporate” category are as follows: • United States Print and Related Services • International • Corporate United States Print and Related Services The United States Print and Related Services segment is predominantly comprised of the Company’s United States printing operations and is managed as one integrated platform. This includes retail inserts, publications, catalogs, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement, together with marketing and other complementary services, including consumer insights, audience targeting, personalization, media planning and placement, process optimization, campaign planning and creation, pre-media production, videography, photography, digital execution, print execution and logistics. This segment also includes the manufacture of ink. International The International segment consists of the Company’s printing operations in Europe and Latin America, including operations in England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as investments in printing operations in Brazil and India. This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. As of September 30, 2019 , the Company has no unrestricted subsidiaries as defined in the Company’s Senior Unsecured Notes indenture. Corporate Corporate consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance, as well as certain expenses and income from frozen employee retirement plans, such as pension benefit plans. The following is a summary of segment information for the three and nine months ended September 30, 2019 and 2018 : Net Sales Operating Income (Loss) from Continuing Operations Restructuring, Impairment and Transaction- Related Charges Products Services Three months ended September 30, 2019 United States Print and Related Services $ 649.8 $ 197.2 $ 27.1 $ 7.3 International 92.7 3.9 2.6 2.5 Total operating segments 742.5 201.1 29.7 9.8 Corporate — — (59.1 ) 46.9 Total $ 742.5 $ 201.1 $ (29.4 ) $ 56.7 Three months ended September 30, 2018 United States Print and Related Services $ 686.7 $ 198.0 $ 55.4 $ 3.2 International 84.4 4.4 3.8 1.9 Total operating segments 771.1 202.4 59.2 5.1 Corporate — — (12.2 ) 0.2 Total $ 771.1 $ 202.4 $ 47.0 $ 5.3 Nine months ended September 30, 2019 United States Print and Related Services $ 1,962.4 $ 593.6 $ 89.8 $ 15.1 International 285.0 12.5 4.9 7.5 Total operating segments 2,247.4 606.1 94.7 22.6 Corporate — — (89.0 ) 51.1 Total $ 2,247.4 $ 606.1 $ 5.7 $ 73.7 Nine months ended September 30, 2018 United States Print and Related Services $ 2,009.5 $ 566.9 $ 119.2 $ 31.7 International 270.5 14.0 11.1 4.9 Total operating segments 2,280.0 580.9 130.3 36.6 Corporate — — (45.1 ) 4.0 Total $ 2,280.0 $ 580.9 $ 85.2 $ 40.6 Restructuring, impairment and transaction-related charges for the three and nine months ended September 30, 2019 and 2018 , are further described in Note 5 , “ Restructuring, Impairment and Transaction-Related Charges ,” and are included in the operating income (loss) from continuing operations results by segment above. A reconciliation of operating income (loss) from continuing operations to earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity as reported in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 , was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Operating income (loss) from continuing operations $ (29.4 ) $ 47.0 $ 5.7 $ 85.2 Less: interest expense 22.0 18.3 69.6 53.9 Less: net pension income (1.5 ) (3.1 ) (4.5 ) (9.3 ) Less: loss on debt extinguishment 14.6 — 30.5 — Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity $ (64.5 ) $ 31.8 $ (89.9 ) $ 40.6 |
Separate Financial Information
Separate Financial Information of Subsidiary Guarantors of Indebtedness | 9 Months Ended |
Sep. 30, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Separate Financial Information of Subsidiary Guarantors of Indebtedness | Separate Financial Information of Subsidiary Guarantors of Indebtedness On April 28, 2014 , Quad completed an offering of the Senior Unsecured Notes (see Note 10 , “ Debt ,” for further details on the Senior Unsecured Notes ). Each of the Company’s Guarantor Subsidiaries fully and unconditionally guarantee or, in the case of future subsidiaries, will guarantee, on a joint and several basis, the Senior Unsecured Notes . All of the current Guarantor Subsidiaries are 100% owned by the Company. Guarantor Subsidiaries will be automatically released from these guarantees upon the occurrence of certain events, including the following: • the designation of any of the Guarantor Subsidiaries as an unrestricted subsidiary; • the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Senior Unsecured Notes by any of the Guarantor Subsidiaries; or • the sale or disposition, including the sale of substantially all the assets, of any of the Guarantor Subsidiaries. The following condensed consolidating financial information reflects the summarized financial information of Quad, the Company’s Guarantor Subsidiaries on a combined basis and the Company’s non-guarantor subsidiaries on a combined basis. Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 396.9 $ 539.3 $ 118.7 $ (111.3 ) $ 943.6 Cost of sales 323.7 457.8 91.0 (108.0 ) 764.5 Selling, general and administrative expenses 62.6 25.8 14.5 (3.3 ) 99.6 Depreciation and amortization 21.6 24.0 6.6 — 52.2 Restructuring, impairment and transaction-related charges 58.0 (3.6 ) 2.3 — 56.7 Total operating expenses 465.9 504.0 114.4 (111.3 ) 973.0 Operating income (loss) from continuing operations $ (69.0 ) $ 35.3 $ 4.3 $ — $ (29.4 ) Interest expense (income) 20.3 0.5 1.2 — 22.0 Net pension income — (1.5 ) — — (1.5 ) Loss (gain) on debt extinguishment 14.6 — — — 14.6 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (103.9 ) 36.3 3.1 — (64.5 ) Income tax expense (benefit) (30.0 ) 11.6 0.8 — (17.6 ) Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (73.9 ) 24.7 2.3 — (46.9 ) Equity in (earnings) loss of consolidated entities 52.6 1.1 — (53.7 ) — Equity in (earnings) loss of unconsolidated entity — — 0.1 — 0.1 Net earnings (loss) from continuing operations (126.5 ) 23.6 2.2 53.7 (47.0 ) Loss from discontinued operations, net of tax — (79.4 ) — — (79.4 ) Net earnings (loss) (126.5 ) (55.8 ) 2.2 53.7 (126.4 ) Less: net earnings (loss) attributable to noncontrolling interests — — 0.1 — 0.1 Net earnings (loss) attributable to Quad common shareholders $ (126.5 ) $ (55.8 ) $ 2.1 $ 53.7 $ (126.5 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ (126.5 ) $ (55.8 ) $ 2.2 $ 53.7 $ (126.4 ) Other comprehensive income (loss), net of tax (9.7 ) (1.6 ) (7.3 ) 8.9 (9.7 ) Total comprehensive income (loss) (136.2 ) (57.4 ) (5.1 ) 62.6 (136.1 ) Less: comprehensive earnings (loss) attributable to noncontrolling interests — — 0.1 — 0.1 Comprehensive income (loss) attributable to Quad common shareholders $ (136.2 ) $ (57.4 ) $ (5.2 ) $ 62.6 $ (136.2 ) Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 426.0 $ 571.2 $ 110.3 $ (134.0 ) $ 973.5 Cost of sales 326.1 497.9 84.5 (131.5 ) 777.0 Selling, general and administrative expenses 57.8 22.1 11.8 (2.5 ) 89.2 Depreciation and amortization 24.7 22.4 7.9 — 55.0 Restructuring, impairment and transaction-related charges (2.5 ) 5.7 2.1 — 5.3 Total operating expenses 406.1 548.1 106.3 (134.0 ) 926.5 Operating income (loss) from continuing operations $ 19.9 $ 23.1 $ 4.0 $ — $ 47.0 Interest expense (income) 16.3 0.7 1.3 — 18.3 Net pension income — (3.1 ) — — (3.1 ) Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities 3.6 25.5 2.7 — 31.8 Income tax expense (benefit) 1.2 2.8 0.5 — 4.5 Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities 2.4 22.7 2.2 — 27.3 Equity in (earnings) loss of consolidated entities (21.0 ) (1.5 ) — 22.5 — Equity in (earnings) loss of unconsolidated entity — — (0.2 ) — (0.2 ) Net earnings (loss) from continuing operations 23.4 24.2 2.4 (22.5 ) 27.5 Loss from discontinued operations, net of tax — (5.0 ) — — (5.0 ) Net earnings (loss) 23.4 19.2 2.4 (22.5 ) 22.5 Less: net earnings (loss) attributable to noncontrolling interests — — (0.9 ) — (0.9 ) Net earnings (loss) attributable to Quad common shareholders $ 23.4 $ 19.2 $ 3.3 $ (22.5 ) $ 23.4 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ 23.4 $ 19.2 $ 2.4 $ (22.5 ) $ 22.5 Other comprehensive income (loss), net of tax 1.4 (1.9 ) (0.4 ) 2.3 1.4 Total comprehensive income (loss) 24.8 17.3 2.0 (20.2 ) 23.9 Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.9 ) — (0.9 ) Comprehensive income (loss) attributable to Quad common shareholders $ 24.8 $ 17.3 $ 2.9 $ (20.2 ) $ 24.8 Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 1,180.9 $ 1,631.2 $ 363.6 $ (322.2 ) $ 2,853.5 Cost of sales 957.3 1,393.1 286.9 (313.0 ) 2,324.3 Selling, general and administrative expenses 184.6 75.1 40.0 (9.2 ) 290.5 Depreciation and amortization 67.1 72.1 20.1 — 159.3 Restructuring, impairment and transaction-related charges 61.8 4.4 7.5 — 73.7 Total operating expenses 1,270.8 1,544.7 354.5 (322.2 ) 2,847.8 Operating income (loss) from continuing operations $ (89.9 ) $ 86.5 $ 9.1 $ — $ 5.7 Interest expense (income) 64.6 1.3 3.7 — 69.6 Net pension income — (4.5 ) — — (4.5 ) Loss (gain) on debt extinguishment 30.5 — — — 30.5 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (185.0 ) 89.7 5.4 — (89.9 ) Income tax expense (benefit) (48.6 ) 20.3 0.3 — (28.0 ) Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (136.4 ) 69.4 5.1 — (61.9 ) Equity in (earnings) loss of consolidated entities 27.4 (1.0 ) — (26.4 ) — Equity in (earnings) loss of unconsolidated entity — — 0.9 — 0.9 Net earnings (loss) from continuing operations (163.8 ) 70.4 4.2 26.4 (62.8 ) Loss from discontinued operations, net of tax — (101.1 ) — — (101.1 ) Net earnings (loss) (163.8 ) (30.7 ) 4.2 26.4 (163.9 ) Less: net earnings (loss) attributable to noncontrolling interests — — (0.1 ) — (0.1 ) Net earnings (loss) attributable to Quad common shareholders $ (163.8 ) $ (30.7 ) $ 4.3 $ 26.4 $ (163.8 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ (163.8 ) $ (30.7 ) $ 4.2 $ 26.4 $ (163.9 ) Other comprehensive income (loss), net of tax (15.8 ) (2.2 ) (6.0 ) 8.2 (15.8 ) Total comprehensive income (loss) (179.6 ) (32.9 ) (1.8 ) 34.6 (179.7 ) Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.1 ) — (0.1 ) Comprehensive income (loss) attributable to Quad common shareholders $ (179.6 ) $ (32.9 ) $ (1.7 ) $ 34.6 $ (179.6 ) Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 1,236.8 $ 1,624.3 $ 337.2 $ (337.4 ) $ 2,860.9 Cost of sales 966.5 1,406.2 261.5 (329.9 ) 2,304.3 Selling, general and administrative expenses 176.6 65.4 34.3 (7.5 ) 268.8 Depreciation and amortization 74.9 67.4 19.7 — 162.0 Restructuring, impairment and transaction-related charges 6.8 29.0 4.8 — 40.6 Total operating expenses 1,224.8 1,568.0 320.3 (337.4 ) 2,775.7 Operating income (loss) from continuing operations $ 12.0 $ 56.3 $ 16.9 $ — $ 85.2 Interest expense (income) 47.7 2.3 3.9 — 53.9 Net pension income — (9.3 ) — — (9.3 ) Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (35.7 ) 63.3 13.0 — 40.6 Income tax expense (benefit) (8.7 ) 7.7 1.2 — 0.2 Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (27.0 ) 55.6 11.8 — 40.4 Equity in (earnings) loss of consolidated entities (56.3 ) (4.4 ) — 60.7 — Equity in (earnings) loss of unconsolidated entity — — (0.7 ) — (0.7 ) Net earnings (loss) from continuing operations 29.3 60.0 12.5 (60.7 ) 41.1 Loss from discontinued operations, net of tax — (12.6 ) — — (12.6 ) Net earnings (loss) 29.3 47.4 12.5 (60.7 ) 28.5 Less: net earnings (loss) attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Net earnings (loss) attributable to Quad common shareholders $ 29.3 $ 47.4 $ 13.3 $ (60.7 ) $ 29.3 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ 29.3 $ 47.4 $ 12.5 $ (60.7 ) $ 28.5 Other comprehensive income (loss), net of tax (4.7 ) (4.8 ) (9.8 ) 14.6 (4.7 ) Total comprehensive income (loss) 24.6 42.6 2.7 (46.1 ) 23.8 Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Comprehensive income (loss) attributable to Quad common shareholders $ 24.6 $ 42.6 $ 3.5 $ (46.1 ) $ 24.6 Condensed Consolidating Balance Sheet As of September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 6.7 $ 2.3 $ 9.2 $ — $ 18.2 Receivables, less allowances for doubtful accounts 356.6 32.2 83.2 — 472.0 Intercompany receivables — 191.8 38.9 (230.7 ) — Inventories 141.8 94.9 51.9 — 288.6 Other current assets 33.4 2.4 10.6 — 46.4 Current assets of discontinued operations — 39.8 — — 39.8 Total current assets 538.5 363.4 193.8 (230.7 ) 865.0 Property, plant and equipment—net 618.2 321.0 140.4 — 1,079.6 Investment in consolidated entities 851.9 20.0 — (871.9 ) — Goodwill and intangible assets—net 1.7 202.4 48.6 — 252.7 Intercompany loan receivable 64.7 — — (64.7 ) — Other long-term assets 54.7 137.3 55.2 — 247.2 Long-term assets of discontinued operations — 23.5 — — 23.5 Total assets $ 2,129.7 $ 1,067.6 $ 438.0 $ (1,167.3 ) $ 2,468.0 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 244.0 $ 87.8 $ 84.5 $ — $ 416.3 Intercompany accounts payable 230.7 — — (230.7 ) — Short-term debt and current portion of long-term debt and lease obligations 63.4 31.5 11.9 — 106.8 Other current liabilities 169.9 66.1 41.3 — 277.3 Current liabilities of discontinued operations — 18.5 — — 18.5 Total current liabilities 708.0 203.9 137.7 (230.7 ) 818.9 Long-term debt and lease obligations 1,103.7 67.9 20.9 — 1,192.5 Intercompany loan payable — — 64.7 (64.7 ) — Other long-term liabilities 77.0 122.1 13.4 — 212.5 Long-term liabilities of discontinued operations — 3.1 — — 3.1 Total liabilities 1,888.7 397.0 236.7 (295.4 ) 2,227.0 Total shareholders’ equity and noncontrolling interests 241.0 670.6 201.3 (871.9 ) 241.0 Total liabilities and shareholders’ equity $ 2,129.7 $ 1,067.6 $ 438.0 $ (1,167.3 ) $ 2,468.0 Condensed Consolidating Balance Sheet As of December 31, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 60.3 $ 2.9 $ 6.3 $ — $ 69.5 Receivables, less allowances for doubtful accounts 347.1 63.1 87.4 — 497.6 Intercompany receivables — 142.8 28.8 (171.6 ) — Inventories 108.6 99.4 71.0 — 279.0 Other current assets 34.3 1.7 9.2 — 45.2 Current assets of discontinued operations — 55.3 — — 55.3 Total current assets 550.3 365.2 202.7 (171.6 ) 946.6 Property, plant and equipment—net 647.7 343.3 158.1 — 1,149.1 Investment in consolidated entities 757.0 16.7 — (773.7 ) — Goodwill and intangible assets—net 1.7 101.2 54.2 — 157.1 Intercompany loan receivable 109.7 — — (109.7 ) — Other long-term assets 42.5 5.7 45.0 — 93.2 Long-term assets of discontinued operations — 123.1 — — 123.1 Total assets $ 2,108.9 $ 955.2 $ 460.0 $ (1,055.0 ) $ 2,469.1 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 250.8 $ 137.8 $ 107.7 $ — $ 496.3 Intercompany accounts payable 171.6 — — (171.6 ) — Short-term debt and current portion of long-term debt and finance lease obligations 28.2 0.7 17.6 — 46.5 Other current liabilities 182.6 57.5 45.0 — 285.1 Current liabilities of discontinued operations — 23.4 — — 23.4 Total current liabilities 633.2 219.4 170.3 (171.6 ) 851.3 Long-term debt and finance lease obligations 875.2 1.0 13.1 — 889.3 Intercompany loan payable — 42.0 67.7 (109.7 ) — Other long-term liabilities 140.3 114.6 9.0 — 263.9 Long-term liabilities of discontinued operations — 4.4 — — 4.4 Total liabilities 1,648.7 381.4 260.1 (281.3 ) 2,008.9 Total shareholders’ equity and noncontrolling interests 460.2 573.8 199.9 (773.7 ) 460.2 Total liabilities and shareholders’ equity $ 2,108.9 $ 955.2 $ 460.0 $ (1,055.0 ) $ 2,469.1 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total OPERATING ACTIVITIES Net cash from (used in) operating activities $ (31.5 ) $ 39.0 $ (3.4 ) $ — $ 4.1 INVESTING ACTIVITIES Purchases of property, plant and equipment (42.5 ) (49.7 ) (6.3 ) — (98.5 ) Acquisition related investing activities — (120.7 ) (0.3 ) — (121.0 ) Intercompany investing activities (199.1 ) (96.6 ) (0.3 ) 296.0 — Other investing activities 1.2 20.8 1.7 — 23.7 Net cash from (used in) investing activities (240.4 ) (246.2 ) (5.2 ) 296.0 (195.8 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 1,277.6 — 6.5 — 1,284.1 Payments of long-term debt and finance lease obligations (1,062.2 ) (5.2 ) (6.1 ) — (1,073.5 ) Borrowings on revolving credit facilities 3,157.8 — 13.5 — 3,171.3 Payments on revolving credit facilities (3,138.4 ) — (21.7 ) — (3,160.1 ) Payment of cash dividends (49.2 ) — — — (49.2 ) Intercompany financing activities 64.8 211.8 19.4 (296.0 ) — Other financing activities (32.1 ) — — — (32.1 ) Net cash from (used in) financing activities 218.3 206.6 11.6 (296.0 ) 140.5 Effect of exchange rates on cash and cash equivalents — — (0.1 ) — (0.1 ) Net increase (decrease) in cash and cash equivalents (53.6 ) (0.6 ) 2.9 — (51.3 ) Cash and cash equivalents at beginning of period 60.3 2.9 6.3 — 69.5 Cash and cash equivalents at end of period $ 6.7 $ 2.3 $ 9.2 $ — $ 18.2 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total OPERATING ACTIVITIES Net cash from (used in) operating activities $ 34.7 $ (0.7 ) $ 12.6 $ — $ 46.6 INVESTING ACTIVITIES Purchases of property, plant and equipment (18.4 ) (41.5 ) (25.1 ) — (85.0 ) Acquisition related investing activities — (76.4 ) 5.0 — (71.4 ) Intercompany investing activities (138.7 ) 1.8 (0.5 ) 137.4 — Other investing activities 22.3 10.0 4.5 — 36.8 Net cash from (used in) investing activities (134.8 ) (106.1 ) (16.1 ) 137.4 (119.6 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt — — 0.3 — 0.3 Payments of long-term debt and finance lease obligations (26.6 ) (1.0 ) (5.1 ) — (32.7 ) Borrowings on revolving credit facilities 1,813.9 — 16.1 — 1,830.0 Payments on revolving credit facilities (1,677.8 ) — (14.1 ) — (1,691.9 ) Purchases of treasury stock (36.7 ) — — — (36.7 ) Payment of cash dividends (47.5 ) — — — (47.5 ) Intercompany financing activities 29.8 105.8 1.8 (137.4 ) — Other financing activities (4.9 ) — — — (4.9 ) Net cash from (used in) financing activities 50.2 104.8 (1.0 ) (137.4 ) 16.6 Effect of exchange rates on cash and cash equivalents — — (1.7 ) — (1.7 ) Net increase (decrease) in cash and cash equivalents (49.9 ) (2.0 ) (6.2 ) — (58.1 ) Cash and cash equivalents at beginning of period 51.7 2.0 10.7 — 64.4 Cash and cash equivalents at end of period $ 1.8 $ — $ 4.5 $ — $ 6.3 |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities are allowed to apply either a retrospective or prospective transition approach to adopt the guidance. The Company is evaluating the impact of the adoption of ASU 2018-15 on the condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update 2018-14 “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which adds, removes and clarifies year-end disclosure requirements related to defined benefit pension and other postretirement plans. This guidance is effective for annual periods ending after December 15, 2020, with early adoption permitted. This new guidance will require a retrospective adoption approach. The Company is evaluating the impact of the adoption of ASU 2018-14 on the notes to the condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which changes the requirements on fair value measurements by removing, modifying or adding certain disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities electing to early adopt are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of all the new disclosure requirements until their effective date. The adoption of ASU 2018-13 requires the application of a combination of the prospective and retrospective methods of transition, depending on the topic of disclosure. The Company is evaluating the impact of the adoption of ASU 2018-13 on the notes to the condensed consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments. Under the new guidance, entities will be required to measure expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions and reasonable forecasts. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. This new guidance will require a modified retrospective transition approach, where the entity will need to apply a cumulative-effect adjustment to retained earnings (accumulated deficit) as of the beginning of the first reporting period in which the guidance is adopted. The Company is evaluating the impact of the adoption of ASU 2016-13 on the condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Declaration of Quarterly Dividend On October 29, 2019 , the Company declared a quarterly dividend of $0.15 per share, which will be paid on December 6, 2019 , to shareholders of record as of November 18, 2019 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement | Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of acquisitions or impairment charges. Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP also classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Unobservable inputs for the asset or liability. There were no Level 3 recurring measurements of assets or liabilities as of September 30, 2019 . |
Earnings Per Share | The calculation of diluted earnings (loss) per share attributable to Quad common shareholders includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned stock-based compensation costs attributable to future services. |
Share-based Compensation, Option and Incentive Plans | The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and non-employee directors, including stock options, performance shares, performance share units, RS awards, RSU awards and DSU awards. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite three to four year service period of the awards, except deferred stock units, which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. |
New Accounting Pronouncements | In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities are allowed to apply either a retrospective or prospective transition approach to adopt the guidance. The Company is evaluating the impact of the adoption of ASU 2018-15 on the condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update 2018-14 “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which adds, removes and clarifies year-end disclosure requirements related to defined benefit pension and other postretirement plans. This guidance is effective for annual periods ending after December 15, 2020, with early adoption permitted. This new guidance will require a retrospective adoption approach. The Company is evaluating the impact of the adoption of ASU 2018-14 on the notes to the condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which changes the requirements on fair value measurements by removing, modifying or adding certain disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities electing to early adopt are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of all the new disclosure requirements until their effective date. The adoption of ASU 2018-13 requires the application of a combination of the prospective and retrospective methods of transition, depending on the topic of disclosure. The Company is evaluating the impact of the adoption of ASU 2018-13 on the notes to the condensed consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments. Under the new guidance, entities will be required to measure expected credit losses for financial instruments, including trade receivables, based on historical experience, current conditions and reasonable forecasts. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. This new guidance will require a modified retrospective transition approach, where the entity will need to apply a cumulative-effect adjustment to retained earnings (accumulated deficit) as of the beginning of the first reporting period in which the guidance is adopted. The Company is evaluating the impact of the adoption of ASU 2016-13 on the condensed consolidated financial statements. |
Leases | The Company enters into various lease agreements for real estate, such as office space and manufacturing facilities, as well as equipment leases, including press, finishing and transportation equipment. Many of these leases provide the Company with options to renew, terminate, or in the case of equipment leases, purchase the related equipment at the termination value, as defined, and at various early buyout dates during the term of the lease. In general, the Company has determined these options were not reasonably certain to be exercised, and therefore are not included in the determination of the lease term. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date, and is subsequently measured at amortized cost using the effective interest method. Key estimates and judgments include how the Company determines the discount rate, lease term and lease payments. • ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the implicit interest rate as it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms based on the published United States Treasury rates as well as the Company’s credit rating at implementation or at the lease inception date. • The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus or minus any additional periods covered by an option to extend or terminate the lease that the Company is reasonably certain to exercise. • Lease payments included in the lease liability are comprised of fixed payments as well as any exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise. The Company’s leases do not contain variable lease payments. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently amortized by the straight-line lease expense adjusted by the lease liability accretion over the lease term. For finance leases, the ROU asset is subsequently amortized on a straight-line basis from the lease commencement date to the earlier of the end of its useful life or the end of the lease term. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. The Company’s ROU assets for both operating and finance leases are reviewed for impairment losses on a quarterly basis in line with ASC 360-10 — Property, Plant, and Equipment — Overall. The Company has not recognized any impairment losses to date from continuing operations. The Company also monitors its leases for events or changes in circumstances that require a reassessment of the lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the ROU asset. Operating leases are included in operating lease right-of-use assets—net, current portion of operating lease obligations, and operating lease obligations in the condensed consolidated balance sheets. Finance leases are included in property and equipment—net, current portion of finance lease obligations, and finance lease obligations in the condensed consolidated balance sheets. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have an original lease term of twelve months or less. Therefore, the Company recognizes the lease payments associated with these short-term leases as an expense over the lease term in the condensed consolidated statement of operations. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information about disaggregated revenue by the Company’s operating segments and major products and services offerings for the three and nine months ended September 30, 2019 and 2018 : United States Print International Total Three months ended September 30, 2019 Catalog, publications, retail inserts, and directories $ 468.1 $ 73.4 $ 541.5 Direct mail and other printed products 178.8 19.3 198.1 Other 2.9 — 2.9 Total products 649.8 92.7 742.5 Logistics services 105.7 3.7 109.4 Imaging, marketing services and other services 91.5 0.2 91.7 Total services 197.2 3.9 201.1 Total net sales $ 847.0 $ 96.6 $ 943.6 Three months ended September 30, 2018 Catalog, publications, retail inserts, and directories $ 514.0 $ 68.3 $ 582.3 Direct mail and other printed products 166.7 16.0 182.7 Other 6.0 0.1 6.1 Total products 686.7 84.4 771.1 Logistics services 106.8 4.4 111.2 Imaging, marketing services and other services 91.2 — 91.2 Total services 198.0 4.4 202.4 Total net sales $ 884.7 $ 88.8 $ 973.5 Revenue Disaggregation (Continued) United States Print International Total Nine months ended September 30, 2019 Catalog, publications, retail inserts, and directories $ 1,429.1 $ 219.1 $ 1,648.2 Direct mail and other printed products 518.0 65.7 583.7 Other 15.3 0.2 15.5 Total products 1,962.4 285.0 2,247.4 Logistics services 309.4 12.2 321.6 Imaging, marketing services and other services 284.2 0.3 284.5 Total services 593.6 12.5 606.1 Total net sales $ 2,556.0 $ 297.5 $ 2,853.5 Nine months ended September 30, 2018 Catalog, publications, retail inserts, and directories $ 1,523.2 $ 221.9 $ 1,745.1 Direct mail and other printed products 466.6 48.2 514.8 Other 19.7 0.4 20.1 Total products 2,009.5 270.5 2,280.0 Logistics services 308.2 14.0 322.2 Imaging, marketing services and other services 258.7 — 258.7 Total services 566.9 14.0 580.9 Total net sales $ 2,576.4 $ 284.5 $ 2,860.9 |
Costs to Obtain Contracts with Customers | Activity impacting costs to obtain contracts for the nine months ended September 30, 2019 , was as follows: Costs to Obtain Contracts Balance at January 1, 2019 $ 14.6 Costs to obtain contracts 3.6 Amortization of costs to obtain contracts (5.3 ) Balance at September 30, 2019 $ 12.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table summarizes the results of operations of the Company’s United States Book business , which are included in the loss from discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total net sales $ 57.0 $ 55.6 $ 155.5 $ 151.2 Total cost of sales, excluding depreciation and amortization 60.4 54.7 166.5 146.5 Selling, general and administrative expenses 3.2 3.2 9.8 9.7 Depreciation and amortization 4.3 4.1 13.6 11.6 Restructuring, impairment and transaction-related charges (1) 90.6 — 90.6 — Goodwill impairment (2) 10.1 — 10.1 — Other expenses, net — — 0.1 0.1 Loss from discontinued operations before income taxes (111.6 ) (6.4 ) (135.2 ) (16.7 ) Income tax benefit (32.2 ) (1.4 ) (34.1 ) (4.1 ) Loss from discontinued operations, net of tax $ (79.4 ) $ (5.0 ) $ (101.1 ) $ (12.6 ) ______________________________ (1) The Company recognized impairment charges during the three and nine months ended September 30, 2019 , to reduce the carrying value of the Book business to its fair va lue, including $85.0 million of impairment charges for tangible property, plant and equipment and $5.6 million of impairment charges for contract assets. (2) The United States Book business was included in the Core Print and Related Services reporting unit. The amount of goodwill allocated to the Book business was determined based on the relative fair value of the Book business and the portion of the reporting unit that will be retained. Due to the decision to sell the Book business, the Company must determine whether any of the assets of the Book business were impaired. Therefore, management performed an interim goodwill impairment test. Due to the carrying value of the Book business net assets exceeding the estimated fair value, the Company recorded a $10.1 million goodwill impairment charge. The following table summarizes the current and long-term assets and liabilities of the discontinued United States Book business that were classified as held for sale in the condensed consolidated balance sheets at September 30, 2019 , and December 31, 2018 : September 30, December 31, Receivables—net $ 23.0 $ 31.1 Inventories 16.7 21.6 Prepaid expenses and other current assets 0.1 2.6 Current assets of discontinued operations 39.8 55.3 Property, plant and equipment—net 23.0 108.3 Operating lease right-of-use assets—net 0.2 — Goodwill — 10.1 Other long-term assets 0.3 4.7 Long-term assets of discontinued operations 23.5 123.1 Accounts payable 9.0 14.7 Accrued liabilities 7.7 7.2 Current portion of finance lease obligations 1.5 1.5 Current portion of operating lease obligations 0.3 — Current liabilities of discontinued operations 18.5 23.4 Finance lease obligations 2.5 3.6 Other long-term liabilities 0.6 0.8 Long-term liabilities of discontinued operations 3.1 4.4 |
Restructuring, Impairment and_2
Restructuring, Impairment and Transaction-Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring, Impairment and Transaction-Related Charges | The Company recorded restructuring, impairment and transaction-related charges for the three and nine months ended September 30, 2019 and 2018 , as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Employee termination charges $ 12.3 $ 4.1 $ 19.9 $ 17.2 Impairment charges 1.5 4.5 3.6 16.0 Transaction-related charges 46.9 0.3 51.1 1.1 Integration costs 0.5 0.5 2.1 0.7 Other restructuring charges (income) (4.5 ) (4.1 ) (3.0 ) 5.6 Total $ 56.7 $ 5.3 $ 73.7 $ 40.6 three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Vacant facility carrying costs and lease exit charges $ 2.1 $ 2.5 $ 5.3 $ 12.9 Equipment and infrastructure removal costs 0.1 0.3 0.2 1.3 Gains on the sale of facilities (0.1 ) (7.5 ) (6.1 ) (9.7 ) Other restructuring activities (6.6 ) 0.6 (2.4 ) 1.1 Other restructuring charges (income) $ (4.5 ) $ (4.1 ) $ (3.0 ) $ 5.6 |
Activity Impacting Reserves for Restructuring, Impairment and Transaction-Related Charges | Activity impacting the Company’s restructuring reserves for the nine months ended September 30, 2019 , was as follows: Employee Termination Charges Impairment Charges Transaction-Related Charges Integration Costs Other Restructuring Charges (Income) Total Balance at December 31, 2018 $ 9.3 $ — $ 1.2 $ 0.2 $ 17.1 $ 27.8 Expense, net 19.9 3.6 51.1 2.1 (3.0 ) 73.7 Cash payments, net (13.5 ) — (51.2 ) (2.3 ) 5.6 (61.4 ) Non-cash adjustments/reclassifications (1.5 ) (3.6 ) 0.6 — (6.3 ) (10.8 ) Balance at September 30, 2019 $ 14.2 $ — $ 1.7 $ — $ 13.4 $ 29.3 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Accumulated Goodwill Impairment | The accumulated goodwill impairment losses and the carrying value of goodwill at September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 United States Print and Related Services International Total United States Print and Related Services International Total Goodwill $ 881.3 $ 30.0 $ 911.3 $ 822.8 $ 30.0 $ 852.8 Accumulated goodwill impairment loss (778.3 ) (30.0 ) (808.3 ) (778.3 ) (30.0 ) (808.3 ) Goodwill, net of accumulated goodwill impairment loss $ 103.0 $ — $ 103.0 $ 44.5 $ — $ 44.5 |
Schedule of Intangible Assets | The components of finite-lived intangible assets at September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Gross Carrying Amount Accumulated Amortization Net Book Value Trademarks, patents, licenses and agreements 6 $ 68.0 $ (30.3 ) $ 37.7 7 $ 59.8 $ (22.4 ) $ 37.4 Capitalized software 5 15.8 (7.6 ) 8.2 5 15.3 (5.1 ) 10.2 Customer relationships 6 568.7 (464.9 ) 103.8 6 514.7 (449.7 ) 65.0 Total $ 652.5 $ (502.8 ) $ 149.7 $ 589.8 $ (477.2 ) $ 112.6 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | The estimated future amortization expense related to other intangible assets as of September 30, 2019 , was as follows: Amortization Expense Remainder of 2019 $ 10.9 2020 39.2 2021 30.7 2022 28.2 2023 24.6 2024 and thereafter 16.1 Total $ 149.7 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventories at September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Raw materials and manufacturing supplies $ 145.1 $ 158.3 Work in process 61.0 45.0 Finished goods 82.5 75.7 Total $ 288.6 $ 279.0 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | The components of property, plant and equipment at September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Land $ 103.8 $ 106.9 Buildings 848.0 874.1 Machinery and equipment 3,409.1 3,403.6 Other (1) 176.9 176.4 Construction in progress 30.9 32.7 Property, plant and equipment—gross $ 4,568.7 $ 4,593.7 Less: accumulated depreciation (3,489.1 ) (3,444.6 ) Property, plant and equipment—net $ 1,079.6 $ 1,149.1 ______________________________ (1) Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication-related equipment. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Components of Long-Term Debt | The components of long-term debt as of September 30, 2019 , and December 31, 2018 , were as follows: September 30, December 31, Master note and security agreement $ 74.5 $ 96.2 Term Loan A 814.7 281.3 Term Loan B — 279.5 Revolving credit facility 19.4 — Senior unsecured notes 243.5 243.5 International term loans 17.3 17.8 International revolving credit facilities 3.3 11.8 Other 2.1 2.6 Debt issuance costs (9.9 ) (7.2 ) Total debt $ 1,164.9 $ 925.5 Less: short-term debt and current portion of long-term debt (66.0 ) (42.9 ) Long-term debt $ 1,098.9 $ 882.6 |
Schedule of Debt Issuance Costs | Activity impacting the Company’s debt issuance costs for the nine months ended September 30, 2019 , was as follows: Capitalized Debt Balance at December 31, 2018 $ 7.2 Debt issuance costs from January 31, 2019 debt financing arrangement 6.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (0.7 ) Loss on debt extinguishment from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B (0.5 ) Amortization of debt issuance costs (2.1 ) Balance at September 30, 2019 $ 9.9 |
Schedule of Original Issue Discount | Activity impacting the Company’s original issue discount for the nine months ended September 30, 2019 , was as follows: Original Issue Discount Balance at December 31, 2018 $ 1.0 Original issue discount from January 31, 2019 debt financing arrangement 15.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (1.0 ) Loss on debt extinguishment from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B (14.1 ) Amortization of original issue discount (0.9 ) Balance at September 30, 2019 $ — |
Schedule of Loss on Debt Extinguishment | The loss on debt extinguishment recorded during the nine months ended September 30, 2019 , was comprised of the following: Loss on Debt Extinguishment Debt issuance costs: Debt issuance costs from February 10, 2017 debt financing arrangement $ 0.7 Debt issuance costs from January 31, 2019 debt financing arrangement 14.2 Debt issuance costs from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B 0.5 Original issue discount: Original issue discount from February 10, 2017 debt financing arrangement 1.0 Original issue discount from July 26, 2019 delayed draw Term Loan A funding and retirement of Term Loan B 14.1 Total $ 30.5 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease Information | The following summarizes certain lease information for the three and nine months ended September 30, 2019 : Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Lease cost Finance lease cost: Amortization of right-of-use assets $ 1.4 $ 3.4 Interest on lease liabilities 0.2 0.6 Operating lease cost 11.9 33.3 Short-term lease cost — 0.3 Sublease income (0.7 ) (2.0 ) Total lease cost $ 12.8 $ 35.6 Nine Months Ended September 30, 2019 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ — Operating cash flows from operating leases 33.6 Financing cash flows from finance leases 4.5 Right-of-use assets obtained in exchange for new finance lease liabilities 7.8 Right-of-use assets obtained in exchange for new operating lease liabilities 17.9 Weighted-average remaining lease term — finance leases 2.1 years Weighted-average remaining lease term — operating leases 5.1 years Weighted-average discount rate — finance leases 6.4 % Weighted-average discount rate — operating leases 6.7 % The components of finance lease assets at December 31, 2018, were as follows: 2018 Leased equipment—gross $ 21.7 Less: accumulated depreciation (12.0 ) Leased equipment—net $ 9.7 |
Future Maturities of Leases, Operating | Future maturities of lease liabilities at September 30, 2019 were as follows: Future Maturities of Operating Leases Future Maturities of Finance Leases Remainder of 2019 $ 10.9 $ 2.8 2020 38.0 6.9 2021 26.4 2.8 2022 19.7 1.5 2023 15.4 0.2 2024 and thereafter 33.6 — Total minimum payments 144.0 14.2 Less: present value discount (22.9 ) (0.9 ) Lease liability $ 121.1 $ 13.3 |
Future Maturities of Leases, Finance Leases | Future maturities of lease liabilities at September 30, 2019 were as follows: Future Maturities of Operating Leases Future Maturities of Finance Leases Remainder of 2019 $ 10.9 $ 2.8 2020 38.0 6.9 2021 26.4 2.8 2022 19.7 1.5 2023 15.4 0.2 2024 and thereafter 33.6 — Total minimum payments 144.0 14.2 Less: present value discount (22.9 ) (0.9 ) Lease liability $ 121.1 $ 13.3 |
Maturities of Leases Prior to Adoption of ASC842 | The future maturities of finance leases at December 31, 2018, were as follows: Future Maturities of Finance Leases 2019 $ 4.3 2020 3.3 2021 2.5 2022 1.3 2023 0.2 2024 and thereafter — Total minimum payments 11.6 Less: amounts representing interest (1.3 ) Present value of minimum payments 10.3 Less: current portion (3.6 ) Long-term finance lease obligations $ 6.7 The Company has various operating lease agreements. Future minimum rental commitments under non-cancelable leases at December 31, 2018, were as follows: Future Minimum Rental Commitments 2019 $ 37.9 2020 33.3 2021 23.9 2022 17.8 2023 13.7 2024 and thereafter 31.1 Total $ 157.7 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Other Long-Term Liabilities | The components of accrued and other long-term liabilities as of September 30, 2019 , and December 31, 2018 , were as follows: September 30, 2019 December 31, 2018 Accrued Liabilities Other Long-Term Liabilities Total Accrued Liabilities Other Long-Term Liabilities Total Employee-related liabilities (1) $ 116.7 $ 57.7 $ 174.4 $ 122.4 $ 62.8 $ 185.2 Single employer pension plan obligations 1.7 72.1 73.8 1.7 80.9 82.6 Multiemployer pension plans – withdrawal liability 8.8 37.0 45.8 8.4 42.5 50.9 Tax-related liabilities 29.2 4.1 33.3 29.5 8.1 37.6 Restructuring liabilities 22.5 4.8 27.3 23.1 2.9 26.0 Interest and rent liabilities 9.8 0.3 10.1 6.0 1.4 7.4 Other 88.6 31.2 119.8 94.0 33.2 127.2 Total $ 277.3 $ 207.2 $ 484.5 $ 285.1 $ 231.8 $ 516.9 ______________________________ (1) Employee-related liabilities consist primarily of payroll, bonus, vacation, health and workers’ compensation. |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Pension Income | The components of net pension income for the three and nine months ended September 30, 2019 and 2018 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest cost $ (4.4 ) $ (4.0 ) $ (13.2 ) $ (12.0 ) Expected return on plan assets 5.9 7.1 17.7 21.3 Net pension income $ 1.5 $ 3.1 $ 4.5 $ 9.3 |
Earnings (Loss) Per Share Att_2
Earnings (Loss) Per Share Attributable to Quad/Graphics Common Shareholders (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | Reconciliations of the numerator and the denominator of the basic and diluted per share computations for the Company’s common stock, including the impact of discontinued operations, for the three and nine months ended September 30, 2019 and 2018 , are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net earnings (loss) from continuing operations $ (47.0 ) $ 27.5 $ (62.8 ) $ 41.1 Less: net earnings (loss) attributable to noncontrolling interests 0.1 (0.9 ) (0.1 ) (0.8 ) Net earnings (loss) from continuing operations attributable to Quad common shareholders (47.1 ) 28.4 (62.7 ) 41.9 Loss from discontinued operations, net of tax (79.4 ) (5.0 ) (101.1 ) (12.6 ) Net earnings (loss) attributable to Quad common shareholders $ (126.5 ) $ 23.4 $ (163.8 ) $ 29.3 Denominator Basic weighted average number of common shares outstanding for all classes of common shares 50.1 49.3 50.0 50.0 Plus: effect of dilutive equity incentive instruments — 1.8 — 1.8 Diluted weighted average number of common shares outstanding for all classes of common shares 50.1 51.1 50.0 51.8 Earnings (loss) per share attributable to Quad common shareholders Basic: Continuing operations $ (0.94 ) $ 0.57 $ (1.26 ) $ 0.84 Discontinued operations (1.58 ) (0.10 ) (2.02 ) (0.25 ) Basic earnings (loss) per share attributable to Quad common shareholders $ (2.52 ) $ 0.47 $ (3.28 ) $ 0.59 Diluted: Continuing operations $ (0.94 ) $ 0.56 $ (1.26 ) $ 0.81 Discontinued operations (1.58 ) (0.10 ) (2.02 ) (0.24 ) Diluted earnings (loss) per share attributable to Quad common shareholders $ (2.52 ) $ 0.46 $ (3.28 ) $ 0.57 Cash dividends paid per common share for all classes of common shares $ 0.30 $ 0.30 $ 0.90 $ 0.90 |
Equity Incentive Programs (Tabl
Equity Incentive Programs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table is a summary of the stock option activity for the nine months ended September 30, 2019 : Shares Under Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Outstanding at December 31, 2018 942,315 $ 24.31 1.8 $ — Granted — — Exercised — — Canceled/forfeited/expired (147,292 ) 18.64 Outstanding and exercisable at September 30, 2019 795,023 $ 25.36 1.3 $ — |
Summary of Stock Option Exercises and Vesting Activity | The following table is a summary of the stock option exercise activity for the three and nine months ended September 30, 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2018 Total intrinsic value of stock options exercised $ 0.1 $ 3.7 Proceeds from stock options exercised 0.1 4.1 |
Summary of RS and RSU Award Activity | The following table is a summary of RS and RSU award activity for the nine months ended September 30, 2019 : Restricted Stock Restricted Stock Units Shares Weighted- Average Grant Date Fair Value Per Share Weighted- Average Remaining Contractual Term (years) Units Weighted- Average Grant Date Fair Value Per Share Weighted- Average Remaining Contractual Term (years) Nonvested at December 31, 2018 2,335,916 $ 17.36 1.0 107,092 $ 16.70 0.8 Granted 1,503,344 12.31 186,807 12.33 Vested (1,118,071 ) 9.46 (58,187 ) 9.51 Forfeited (38,758 ) 22.53 (5,091 ) 26.88 Nonvested at September 30, 2019 2,682,431 $ 17.75 1.8 230,621 $ 14.75 2.1 |
Summary of DSU Award Activity | The following table is a summary of DSU award activity for the nine months ended September 30, 2019 : Deferred Stock Units Units Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2018 236,561 $ 19.40 Granted 72,464 12.32 Dividend equivalents granted 26,173 10.19 Settled (30,676 ) 22.53 Outstanding at September 30, 2019 304,522 $ 16.61 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company has three classes of common stock as follows (share data in millions): Issued Common Stock Authorized Shares Outstanding Treasury Total Issued Shares Class A stock ($0.025 par value) September 30, 2019 105.0 39.3 1.0 40.3 December 31, 2018 80.0 38.1 2.2 40.3 Class B stock ($0.025 par value) September 30, 2019 80.0 13.5 — 13.5 December 31, 2018 80.0 13.5 — 13.5 Class C stock ($0.025 par value) September 30, 2019 20.0 — 0.5 0.5 December 31, 2018 20.0 — 0.5 0.5 |
Schedule of Dividend Activity Related to the Outstanding Shares | The dividend activity related to the then outstanding shares for the nine months ended September 30, 2019 and 2018 , was as follows: Declaration Date Record Date Payment Date Dividend Amount per Share 2019 Q3 Dividend July 30, 2019 August 19, 2019 September 6, 2019 $ 0.30 Q2 Dividend April 30, 2019 May 20, 2019 June 7, 2019 0.30 Q1 Dividend February 19, 2019 February 25, 2019 March 8, 2019 0.30 2018 Q3 Dividend July 31, 2018 August 20, 2018 September 7, 2018 $ 0.30 Q2 Dividend May 1, 2018 May 21, 2018 June 8, 2018 0.30 Q1 Dividend February 21, 2018 March 19, 2018 March 30, 2018 0.30 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss By Component, Net of Tax | The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2019 , were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at January 1, 2019 $ (130.0 ) $ 3.3 $ (25.5 ) $ (152.2 ) Other comprehensive loss before reclassifications (6.4 ) (9.4 ) — (15.8 ) Amounts reclassified from accumulated other comprehensive loss to net loss — — — — Net other comprehensive loss (6.4 ) (9.4 ) — (15.8 ) Balance at September 30, 2019 $ (136.4 ) $ (6.1 ) $ (25.5 ) $ (168.0 ) The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2018 , were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at January 1, 2018 $ (117.0 ) $ 1.6 $ (11.9 ) $ (127.3 ) Other comprehensive income (loss) before reclassifications (9.3 ) 4.6 — (4.7 ) Amounts reclassified from accumulated other comprehensive loss to net earnings — — — — Net other comprehensive income (loss) (9.3 ) 4.6 — (4.7 ) Balance at September 30, 2018 $ (126.3 ) $ 6.2 $ (11.9 ) $ (132.0 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following is a summary of segment information for the three and nine months ended September 30, 2019 and 2018 : Net Sales Operating Income (Loss) from Continuing Operations Restructuring, Impairment and Transaction- Related Charges Products Services Three months ended September 30, 2019 United States Print and Related Services $ 649.8 $ 197.2 $ 27.1 $ 7.3 International 92.7 3.9 2.6 2.5 Total operating segments 742.5 201.1 29.7 9.8 Corporate — — (59.1 ) 46.9 Total $ 742.5 $ 201.1 $ (29.4 ) $ 56.7 Three months ended September 30, 2018 United States Print and Related Services $ 686.7 $ 198.0 $ 55.4 $ 3.2 International 84.4 4.4 3.8 1.9 Total operating segments 771.1 202.4 59.2 5.1 Corporate — — (12.2 ) 0.2 Total $ 771.1 $ 202.4 $ 47.0 $ 5.3 Nine months ended September 30, 2019 United States Print and Related Services $ 1,962.4 $ 593.6 $ 89.8 $ 15.1 International 285.0 12.5 4.9 7.5 Total operating segments 2,247.4 606.1 94.7 22.6 Corporate — — (89.0 ) 51.1 Total $ 2,247.4 $ 606.1 $ 5.7 $ 73.7 Nine months ended September 30, 2018 United States Print and Related Services $ 2,009.5 $ 566.9 $ 119.2 $ 31.7 International 270.5 14.0 11.1 4.9 Total operating segments 2,280.0 580.9 130.3 36.6 Corporate — — (45.1 ) 4.0 Total $ 2,280.0 $ 580.9 $ 85.2 $ 40.6 |
Reconciliation of Operating Income (Loss) to Earnings (Loss) Before Income Taxes and Equity in Loss of Unconsolidated Entities | A reconciliation of operating income (loss) from continuing operations to earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity as reported in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 , was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Operating income (loss) from continuing operations $ (29.4 ) $ 47.0 $ 5.7 $ 85.2 Less: interest expense 22.0 18.3 69.6 53.9 Less: net pension income (1.5 ) (3.1 ) (4.5 ) (9.3 ) Less: loss on debt extinguishment 14.6 — 30.5 — Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity $ (64.5 ) $ 31.8 $ (89.9 ) $ 40.6 |
Separate Financial Informatio_2
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Tables) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | ||
Condensed Consolidating Statement of Operations | Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 1,236.8 $ 1,624.3 $ 337.2 $ (337.4 ) $ 2,860.9 Cost of sales 966.5 1,406.2 261.5 (329.9 ) 2,304.3 Selling, general and administrative expenses 176.6 65.4 34.3 (7.5 ) 268.8 Depreciation and amortization 74.9 67.4 19.7 — 162.0 Restructuring, impairment and transaction-related charges 6.8 29.0 4.8 — 40.6 Total operating expenses 1,224.8 1,568.0 320.3 (337.4 ) 2,775.7 Operating income (loss) from continuing operations $ 12.0 $ 56.3 $ 16.9 $ — $ 85.2 Interest expense (income) 47.7 2.3 3.9 — 53.9 Net pension income — (9.3 ) — — (9.3 ) Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (35.7 ) 63.3 13.0 — 40.6 Income tax expense (benefit) (8.7 ) 7.7 1.2 — 0.2 Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (27.0 ) 55.6 11.8 — 40.4 Equity in (earnings) loss of consolidated entities (56.3 ) (4.4 ) — 60.7 — Equity in (earnings) loss of unconsolidated entity — — (0.7 ) — (0.7 ) Net earnings (loss) from continuing operations 29.3 60.0 12.5 (60.7 ) 41.1 Loss from discontinued operations, net of tax — (12.6 ) — — (12.6 ) Net earnings (loss) 29.3 47.4 12.5 (60.7 ) 28.5 Less: net earnings (loss) attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Net earnings (loss) attributable to Quad common shareholders $ 29.3 $ 47.4 $ 13.3 $ (60.7 ) $ 29.3 Condensed Consolidating Statement of Operations For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 1,180.9 $ 1,631.2 $ 363.6 $ (322.2 ) $ 2,853.5 Cost of sales 957.3 1,393.1 286.9 (313.0 ) 2,324.3 Selling, general and administrative expenses 184.6 75.1 40.0 (9.2 ) 290.5 Depreciation and amortization 67.1 72.1 20.1 — 159.3 Restructuring, impairment and transaction-related charges 61.8 4.4 7.5 — 73.7 Total operating expenses 1,270.8 1,544.7 354.5 (322.2 ) 2,847.8 Operating income (loss) from continuing operations $ (89.9 ) $ 86.5 $ 9.1 $ — $ 5.7 Interest expense (income) 64.6 1.3 3.7 — 69.6 Net pension income — (4.5 ) — — (4.5 ) Loss (gain) on debt extinguishment 30.5 — — — 30.5 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (185.0 ) 89.7 5.4 — (89.9 ) Income tax expense (benefit) (48.6 ) 20.3 0.3 — (28.0 ) Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (136.4 ) 69.4 5.1 — (61.9 ) Equity in (earnings) loss of consolidated entities 27.4 (1.0 ) — (26.4 ) — Equity in (earnings) loss of unconsolidated entity — — 0.9 — 0.9 Net earnings (loss) from continuing operations (163.8 ) 70.4 4.2 26.4 (62.8 ) Loss from discontinued operations, net of tax — (101.1 ) — — (101.1 ) Net earnings (loss) (163.8 ) (30.7 ) 4.2 26.4 (163.9 ) Less: net earnings (loss) attributable to noncontrolling interests — — (0.1 ) — (0.1 ) Net earnings (loss) attributable to Quad common shareholders $ (163.8 ) $ (30.7 ) $ 4.3 $ 26.4 $ (163.8 ) Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 396.9 $ 539.3 $ 118.7 $ (111.3 ) $ 943.6 Cost of sales 323.7 457.8 91.0 (108.0 ) 764.5 Selling, general and administrative expenses 62.6 25.8 14.5 (3.3 ) 99.6 Depreciation and amortization 21.6 24.0 6.6 — 52.2 Restructuring, impairment and transaction-related charges 58.0 (3.6 ) 2.3 — 56.7 Total operating expenses 465.9 504.0 114.4 (111.3 ) 973.0 Operating income (loss) from continuing operations $ (69.0 ) $ 35.3 $ 4.3 $ — $ (29.4 ) Interest expense (income) 20.3 0.5 1.2 — 22.0 Net pension income — (1.5 ) — — (1.5 ) Loss (gain) on debt extinguishment 14.6 — — — 14.6 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities (103.9 ) 36.3 3.1 — (64.5 ) Income tax expense (benefit) (30.0 ) 11.6 0.8 — (17.6 ) Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities (73.9 ) 24.7 2.3 — (46.9 ) Equity in (earnings) loss of consolidated entities 52.6 1.1 — (53.7 ) — Equity in (earnings) loss of unconsolidated entity — — 0.1 — 0.1 Net earnings (loss) from continuing operations (126.5 ) 23.6 2.2 53.7 (47.0 ) Loss from discontinued operations, net of tax — (79.4 ) — — (79.4 ) Net earnings (loss) (126.5 ) (55.8 ) 2.2 53.7 (126.4 ) Less: net earnings (loss) attributable to noncontrolling interests — — 0.1 — 0.1 Net earnings (loss) attributable to Quad common shareholders $ (126.5 ) $ (55.8 ) $ 2.1 $ 53.7 $ (126.5 ) | Condensed Consolidating Statement of Operations For the Three Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net sales $ 426.0 $ 571.2 $ 110.3 $ (134.0 ) $ 973.5 Cost of sales 326.1 497.9 84.5 (131.5 ) 777.0 Selling, general and administrative expenses 57.8 22.1 11.8 (2.5 ) 89.2 Depreciation and amortization 24.7 22.4 7.9 — 55.0 Restructuring, impairment and transaction-related charges (2.5 ) 5.7 2.1 — 5.3 Total operating expenses 406.1 548.1 106.3 (134.0 ) 926.5 Operating income (loss) from continuing operations $ 19.9 $ 23.1 $ 4.0 $ — $ 47.0 Interest expense (income) 16.3 0.7 1.3 — 18.3 Net pension income — (3.1 ) — — (3.1 ) Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of consolidated and unconsolidated entities 3.6 25.5 2.7 — 31.8 Income tax expense (benefit) 1.2 2.8 0.5 — 4.5 Earnings (loss) from continuing operations before equity in (earnings) loss of consolidated and unconsolidated entities 2.4 22.7 2.2 — 27.3 Equity in (earnings) loss of consolidated entities (21.0 ) (1.5 ) — 22.5 — Equity in (earnings) loss of unconsolidated entity — — (0.2 ) — (0.2 ) Net earnings (loss) from continuing operations 23.4 24.2 2.4 (22.5 ) 27.5 Loss from discontinued operations, net of tax — (5.0 ) — — (5.0 ) Net earnings (loss) 23.4 19.2 2.4 (22.5 ) 22.5 Less: net earnings (loss) attributable to noncontrolling interests — — (0.9 ) — (0.9 ) Net earnings (loss) attributable to Quad common shareholders $ 23.4 $ 19.2 $ 3.3 $ (22.5 ) $ 23.4 |
Condensed Consolidating Statement of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ 23.4 $ 19.2 $ 2.4 $ (22.5 ) $ 22.5 Other comprehensive income (loss), net of tax 1.4 (1.9 ) (0.4 ) 2.3 1.4 Total comprehensive income (loss) 24.8 17.3 2.0 (20.2 ) 23.9 Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.9 ) — (0.9 ) Comprehensive income (loss) attributable to Quad common shareholders $ 24.8 $ 17.3 $ 2.9 $ (20.2 ) $ 24.8 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ (163.8 ) $ (30.7 ) $ 4.2 $ 26.4 $ (163.9 ) Other comprehensive income (loss), net of tax (15.8 ) (2.2 ) (6.0 ) 8.2 (15.8 ) Total comprehensive income (loss) (179.6 ) (32.9 ) (1.8 ) 34.6 (179.7 ) Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.1 ) — (0.1 ) Comprehensive income (loss) attributable to Quad common shareholders $ (179.6 ) $ (32.9 ) $ (1.7 ) $ 34.6 $ (179.6 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ 29.3 $ 47.4 $ 12.5 $ (60.7 ) $ 28.5 Other comprehensive income (loss), net of tax (4.7 ) (4.8 ) (9.8 ) 14.6 (4.7 ) Total comprehensive income (loss) 24.6 42.6 2.7 (46.1 ) 23.8 Less: comprehensive earnings (loss) attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Comprehensive income (loss) attributable to Quad common shareholders $ 24.6 $ 42.6 $ 3.5 $ (46.1 ) $ 24.6 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net earnings (loss) $ (126.5 ) $ (55.8 ) $ 2.2 $ 53.7 $ (126.4 ) Other comprehensive income (loss), net of tax (9.7 ) (1.6 ) (7.3 ) 8.9 (9.7 ) Total comprehensive income (loss) (136.2 ) (57.4 ) (5.1 ) 62.6 (136.1 ) Less: comprehensive earnings (loss) attributable to noncontrolling interests — — 0.1 — 0.1 Comprehensive income (loss) attributable to Quad common shareholders $ (136.2 ) $ (57.4 ) $ (5.2 ) $ 62.6 $ (136.2 ) | |
Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet As of September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 6.7 $ 2.3 $ 9.2 $ — $ 18.2 Receivables, less allowances for doubtful accounts 356.6 32.2 83.2 — 472.0 Intercompany receivables — 191.8 38.9 (230.7 ) — Inventories 141.8 94.9 51.9 — 288.6 Other current assets 33.4 2.4 10.6 — 46.4 Current assets of discontinued operations — 39.8 — — 39.8 Total current assets 538.5 363.4 193.8 (230.7 ) 865.0 Property, plant and equipment—net 618.2 321.0 140.4 — 1,079.6 Investment in consolidated entities 851.9 20.0 — (871.9 ) — Goodwill and intangible assets—net 1.7 202.4 48.6 — 252.7 Intercompany loan receivable 64.7 — — (64.7 ) — Other long-term assets 54.7 137.3 55.2 — 247.2 Long-term assets of discontinued operations — 23.5 — — 23.5 Total assets $ 2,129.7 $ 1,067.6 $ 438.0 $ (1,167.3 ) $ 2,468.0 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 244.0 $ 87.8 $ 84.5 $ — $ 416.3 Intercompany accounts payable 230.7 — — (230.7 ) — Short-term debt and current portion of long-term debt and lease obligations 63.4 31.5 11.9 — 106.8 Other current liabilities 169.9 66.1 41.3 — 277.3 Current liabilities of discontinued operations — 18.5 — — 18.5 Total current liabilities 708.0 203.9 137.7 (230.7 ) 818.9 Long-term debt and lease obligations 1,103.7 67.9 20.9 — 1,192.5 Intercompany loan payable — — 64.7 (64.7 ) — Other long-term liabilities 77.0 122.1 13.4 — 212.5 Long-term liabilities of discontinued operations — 3.1 — — 3.1 Total liabilities 1,888.7 397.0 236.7 (295.4 ) 2,227.0 Total shareholders’ equity and noncontrolling interests 241.0 670.6 201.3 (871.9 ) 241.0 Total liabilities and shareholders’ equity $ 2,129.7 $ 1,067.6 $ 438.0 $ (1,167.3 ) $ 2,468.0 Condensed Consolidating Balance Sheet As of December 31, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS Cash and cash equivalents $ 60.3 $ 2.9 $ 6.3 $ — $ 69.5 Receivables, less allowances for doubtful accounts 347.1 63.1 87.4 — 497.6 Intercompany receivables — 142.8 28.8 (171.6 ) — Inventories 108.6 99.4 71.0 — 279.0 Other current assets 34.3 1.7 9.2 — 45.2 Current assets of discontinued operations — 55.3 — — 55.3 Total current assets 550.3 365.2 202.7 (171.6 ) 946.6 Property, plant and equipment—net 647.7 343.3 158.1 — 1,149.1 Investment in consolidated entities 757.0 16.7 — (773.7 ) — Goodwill and intangible assets—net 1.7 101.2 54.2 — 157.1 Intercompany loan receivable 109.7 — — (109.7 ) — Other long-term assets 42.5 5.7 45.0 — 93.2 Long-term assets of discontinued operations — 123.1 — — 123.1 Total assets $ 2,108.9 $ 955.2 $ 460.0 $ (1,055.0 ) $ 2,469.1 LIABILITIES AND SHAREHOLDERS’ EQUITY Accounts payable $ 250.8 $ 137.8 $ 107.7 $ — $ 496.3 Intercompany accounts payable 171.6 — — (171.6 ) — Short-term debt and current portion of long-term debt and finance lease obligations 28.2 0.7 17.6 — 46.5 Other current liabilities 182.6 57.5 45.0 — 285.1 Current liabilities of discontinued operations — 23.4 — — 23.4 Total current liabilities 633.2 219.4 170.3 (171.6 ) 851.3 Long-term debt and finance lease obligations 875.2 1.0 13.1 — 889.3 Intercompany loan payable — 42.0 67.7 (109.7 ) — Other long-term liabilities 140.3 114.6 9.0 — 263.9 Long-term liabilities of discontinued operations — 4.4 — — 4.4 Total liabilities 1,648.7 381.4 260.1 (281.3 ) 2,008.9 Total shareholders’ equity and noncontrolling interests 460.2 573.8 199.9 (773.7 ) 460.2 Total liabilities and shareholders’ equity $ 2,108.9 $ 955.2 $ 460.0 $ (1,055.0 ) $ 2,469.1 | |
Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2019 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total OPERATING ACTIVITIES Net cash from (used in) operating activities $ (31.5 ) $ 39.0 $ (3.4 ) $ — $ 4.1 INVESTING ACTIVITIES Purchases of property, plant and equipment (42.5 ) (49.7 ) (6.3 ) — (98.5 ) Acquisition related investing activities — (120.7 ) (0.3 ) — (121.0 ) Intercompany investing activities (199.1 ) (96.6 ) (0.3 ) 296.0 — Other investing activities 1.2 20.8 1.7 — 23.7 Net cash from (used in) investing activities (240.4 ) (246.2 ) (5.2 ) 296.0 (195.8 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 1,277.6 — 6.5 — 1,284.1 Payments of long-term debt and finance lease obligations (1,062.2 ) (5.2 ) (6.1 ) — (1,073.5 ) Borrowings on revolving credit facilities 3,157.8 — 13.5 — 3,171.3 Payments on revolving credit facilities (3,138.4 ) — (21.7 ) — (3,160.1 ) Payment of cash dividends (49.2 ) — — — (49.2 ) Intercompany financing activities 64.8 211.8 19.4 (296.0 ) — Other financing activities (32.1 ) — — — (32.1 ) Net cash from (used in) financing activities 218.3 206.6 11.6 (296.0 ) 140.5 Effect of exchange rates on cash and cash equivalents — — (0.1 ) — (0.1 ) Net increase (decrease) in cash and cash equivalents (53.6 ) (0.6 ) 2.9 — (51.3 ) Cash and cash equivalents at beginning of period 60.3 2.9 6.3 — 69.5 Cash and cash equivalents at end of period $ 6.7 $ 2.3 $ 9.2 $ — $ 18.2 Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2018 Quad/Graphics, Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total OPERATING ACTIVITIES Net cash from (used in) operating activities $ 34.7 $ (0.7 ) $ 12.6 $ — $ 46.6 INVESTING ACTIVITIES Purchases of property, plant and equipment (18.4 ) (41.5 ) (25.1 ) — (85.0 ) Acquisition related investing activities — (76.4 ) 5.0 — (71.4 ) Intercompany investing activities (138.7 ) 1.8 (0.5 ) 137.4 — Other investing activities 22.3 10.0 4.5 — 36.8 Net cash from (used in) investing activities (134.8 ) (106.1 ) (16.1 ) 137.4 (119.6 ) FINANCING ACTIVITIES Proceeds from issuance of long-term debt — — 0.3 — 0.3 Payments of long-term debt and finance lease obligations (26.6 ) (1.0 ) (5.1 ) — (32.7 ) Borrowings on revolving credit facilities 1,813.9 — 16.1 — 1,830.0 Payments on revolving credit facilities (1,677.8 ) — (14.1 ) — (1,691.9 ) Purchases of treasury stock (36.7 ) — — — (36.7 ) Payment of cash dividends (47.5 ) — — — (47.5 ) Intercompany financing activities 29.8 105.8 1.8 (137.4 ) — Other financing activities (4.9 ) — — — (4.9 ) Net cash from (used in) financing activities 50.2 104.8 (1.0 ) (137.4 ) 16.6 Effect of exchange rates on cash and cash equivalents — — (1.7 ) — (1.7 ) Net increase (decrease) in cash and cash equivalents (49.9 ) (2.0 ) (6.2 ) — (58.1 ) Cash and cash equivalents at beginning of period 51.7 2.0 10.7 — 64.4 Cash and cash equivalents at end of period $ 1.8 $ — $ 4.5 $ — $ 6.3 |
Revenue Recognition (Disaggrega
Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 943.6 | $ 973.5 | $ 2,853.5 | $ 2,860.9 |
Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 541.5 | 582.3 | 1,648.2 | 1,745.1 |
Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 198.1 | 182.7 | 583.7 | 514.8 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2.9 | 6.1 | 15.5 | 20.1 |
Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 742.5 | 771.1 | 2,247.4 | 2,280 |
Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 109.4 | 111.2 | 321.6 | 322.2 |
Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 91.7 | 91.2 | 284.5 | 258.7 |
Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 201.1 | 202.4 | 606.1 | 580.9 |
United States Print and Related Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 847 | 884.7 | 2,556 | 2,576.4 |
United States Print and Related Services | Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 468.1 | 514 | 1,429.1 | 1,523.2 |
United States Print and Related Services | Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 178.8 | 166.7 | 518 | 466.6 |
United States Print and Related Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2.9 | 6 | 15.3 | 19.7 |
United States Print and Related Services | Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 649.8 | 686.7 | 1,962.4 | 2,009.5 |
United States Print and Related Services | Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 105.7 | 106.8 | 309.4 | 308.2 |
United States Print and Related Services | Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 91.5 | 91.2 | 284.2 | 258.7 |
United States Print and Related Services | Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 197.2 | 198 | 593.6 | 566.9 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 96.6 | 88.8 | 297.5 | 284.5 |
International | Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 73.4 | 68.3 | 219.1 | 221.9 |
International | Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 19.3 | 16 | 65.7 | 48.2 |
International | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0.1 | 0.2 | 0.4 |
International | Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 92.7 | 84.4 | 285 | 270.5 |
International | Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 3.7 | 4.4 | 12.2 | 14 |
International | Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0.2 | 0 | 0.3 | 0 |
International | Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 3.9 | $ 4.4 | $ 12.5 | $ 14 |
Revenue Recognition (Costs to O
Revenue Recognition (Costs to Obtain Contracts) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Change in Capitalized Contract Costs [Roll Forward] | |
Balance at January 1, 2019 | $ 14.6 |
Costs to obtain contracts | 3.6 |
Amortization of costs to obtain contracts | (5.3) |
Balance at September 30, 2019 | $ 12.9 |
Revenue Recognition (Practical
Revenue Recognition (Practical Expedients) (Details) $ in Millions | Sep. 30, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Commitments that extended beyond one year | $ 39.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 32.00% |
Remaining performance obligation, expected timing of satisfaction period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 58.00% |
Remaining performance obligation, expected timing of satisfaction period | 2 years |
Acquisitions and Strategic In_2
Acquisitions and Strategic Investments (Periscope) (Details) - USD ($) $ in Millions | Jan. 03, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 103 | $ 44.5 | |
Periscope Acquisition | |||
Business Acquisition [Line Items] | |||
Cash paid for acquisition | $ 121 | ||
Preliminary purchase price | 134 | ||
Acquired cash | 9.8 | ||
Non-cash equity incentive awards | 3.2 | ||
Identifiable finite-lived intangibles acquired | 69.8 | ||
Goodwill | 58.5 | ||
Goodwill, tax deductible portion | $ 52.7 | ||
Minimum | Periscope Acquisition | |||
Business Acquisition [Line Items] | |||
Estimated finite-lived intangible assets, useful life (in years) | 5 years | ||
Maximum | Periscope Acquisition | |||
Business Acquisition [Line Items] | |||
Estimated finite-lived intangible assets, useful life (in years) | 6 years |
Acquisitions and Strategic In_3
Acquisitions and Strategic Investments (Ivie and Associates Acquisition) (Details) - USD ($) $ in Millions | Feb. 21, 2018 | Apr. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
First year earn-out payment | $ 5.3 | $ 0 | |||
Goodwill | $ 103 | $ 44.5 | |||
Ivie and Associates | |||||
Business Acquisition [Line Items] | |||||
Cash paid for acquisition | $ 90 | ||||
Potential earn-out | 16 | ||||
Preliminary purchase price | 105.4 | ||||
Acquired cash | 13.6 | ||||
Estimated future cash payments | 15.4 | ||||
First year earn-out payment | $ 5.3 | ||||
Identifiable finite-lived intangibles acquired | 79.6 | ||||
Goodwill | 28.3 | ||||
Goodwill, tax deductible portion | $ 26.4 | ||||
Ivie and Associates | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated finite-lived intangible assets, useful life (in years) | 3 years | ||||
Ivie and Associates | Maximum | |||||
Business Acquisition [Line Items] | |||||
Estimated finite-lived intangible assets, useful life (in years) | 8 years |
Acquisitions and Strategic In_4
Acquisitions and Strategic Investments (Rise Interactive Investment) (Details) - USD ($) $ in Millions | Mar. 14, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Mar. 13, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 103 | $ 44.5 | ||
Rise Interactive | ||||
Business Acquisition [Line Items] | ||||
Parent ownership percentage before increase | 57.00% | 19.00% | ||
Conversion of loans to equity ownership | $ 9.3 | |||
Cash paid for investment | $ 8.7 | |||
Noncontrolling owners ownership percentage | 43.00% | |||
Preliminary purchase price | $ 48.5 | |||
Acquired cash | 13.7 | |||
Identifiable finite-lived intangibles acquired | 23.1 | |||
Goodwill | $ 26.3 | |||
Rise Interactive | Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated finite-lived intangible assets, useful life (in years) | 5 years | |||
Rise Interactive | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated finite-lived intangible assets, useful life (in years) | 6 years |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($)facility | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Assets, Current [Abstract] | |||||
Current assets of discontinued operations | $ 39.8 | $ 39.8 | $ 55.3 | ||
Assets, Noncurrent [Abstract] | |||||
Long-term assets of discontinued operations | 23.5 | 23.5 | 123.1 | ||
Liabilities, Current [Abstract] | |||||
Current liabilities of discontinued operations | 18.5 | 18.5 | 23.4 | ||
Liabilities, Noncurrent [Abstract] | |||||
Long-term liabilities of discontinued operations | $ 3.1 | 3.1 | 4.4 | ||
United States Book Business | Discontinued Operations, Held-for-sale | |||||
Loss from Discontinued Operations | |||||
Number of facilities | facility | 3 | ||||
Total net sales | $ 57 | $ 55.6 | 155.5 | $ 151.2 | |
Total cost of sales, excluding depreciation and amortization | 60.4 | 54.7 | 166.5 | 146.5 | |
Selling, general and administrative expenses | 3.2 | 3.2 | 9.8 | 9.7 | |
Depreciation and amortization | 4.3 | 4.1 | 13.6 | 11.6 | |
Restructuring, impairment and transaction-related charges | 90.6 | 0 | 90.6 | 0 | |
Goodwill impairment | 10.1 | 0 | 10.1 | 0 | |
Other expenses, net | 0 | 0 | 0.1 | 0.1 | |
Loss from discontinued operations before income taxes | (111.6) | (6.4) | (135.2) | (16.7) | |
Income tax benefit | (32.2) | (1.4) | (34.1) | (4.1) | |
Loss from discontinued operations, net of tax | (79.4) | $ (5) | (101.1) | (12.6) | |
Impairment of tangible property, plant, and equipment | 85 | 85 | |||
Impairment of contract assets | 5.6 | 5.6 | |||
Cash Flows from Discontinued Operations | |||||
Cash flows used in operating activities | 8.7 | 14.3 | |||
Cash flows used in investing activities | 15.7 | $ 14 | |||
Assets, Current [Abstract] | |||||
Receivables—net | 23 | 23 | 31.1 | ||
Inventories | 16.7 | 16.7 | 21.6 | ||
Prepaid expenses and other current assets | 0.1 | 0.1 | 2.6 | ||
Current assets of discontinued operations | 39.8 | 39.8 | 55.3 | ||
Assets, Noncurrent [Abstract] | |||||
Property, plant and equipment—net | 23 | 23 | 108.3 | ||
Operating lease right-of-use assets—net | 0.2 | 0.2 | 0 | ||
Goodwill | 0 | 0 | 10.1 | ||
Other long-term assets | 0.3 | 0.3 | 4.7 | ||
Long-term assets of discontinued operations | 23.5 | 23.5 | 123.1 | ||
Liabilities, Current [Abstract] | |||||
Accounts payable | 9 | 9 | 14.7 | ||
Accrued liabilities | 7.7 | 7.7 | 7.2 | ||
Current portion of finance lease obligations | 1.5 | 1.5 | 1.5 | ||
Current portion of operating lease obligations | 0.3 | 0.3 | 0 | ||
Current liabilities of discontinued operations | 18.5 | 18.5 | 23.4 | ||
Liabilities, Noncurrent [Abstract] | |||||
Finance lease obligations | 2.5 | 2.5 | 3.6 | ||
Other long-term liabilities | 0.6 | 0.6 | 0.8 | ||
Long-term liabilities of discontinued operations | $ 3.1 | $ 3.1 | $ 4.4 |
Restructuring, Impairment and_3
Restructuring, Impairment and Transaction-Related Charges (Schedule of Restructuring, Impairment and Transaction-Related Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | ||||
Employee termination charges | $ 12.3 | $ 4.1 | $ 19.9 | $ 17.2 |
Impairment charges | 1.5 | 4.5 | 3.6 | 16 |
Transaction-related charges | 46.9 | 0.3 | 51.1 | 1.1 |
Integration costs | 0.5 | 0.5 | 2.1 | 0.7 |
Other restructuring charges (income) | (4.5) | (4.1) | (3) | 5.6 |
Total | $ 56.7 | $ 5.3 | $ 73.7 | $ 40.6 |
Restructuring, Impairment and_4
Restructuring, Impairment and Transaction-Related Charges (Restructuring, Impairment and Transaction-Related Charges) (Details) $ in Millions | Jul. 22, 2019USD ($) | Sep. 30, 2019USD ($)plant | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)plant | Sep. 30, 2018USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||
Gain from sale of properties | $ (8.6) | ||||
Value-added tax assessment | $ 73.7 | ||||
Impairment charges | 1.5 | $ 4.5 | 3.6 | $ 16 | |
Machinery and equipment impairments | 1.2 | 4.5 | 3.3 | 13.6 | |
Asset Impairment Charges | 0.3 | ||||
Land and building impairments | 2.4 | ||||
Transaction-related charges | 46.9 | 0.3 | 51.1 | 1.1 | |
Employee termination charges | 12.3 | 4.1 | 19.9 | 17.2 | |
Facilities Idled | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gain from sale of properties | $ 7.5 | $ 3.5 | $ 2.2 | ||
Other Restrucutring Costs, Value-Added Tax Assessment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Value-added tax assessment | $ 2.3 | ||||
2010 Restructuring Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of plant closures | plant | 45 | 45 | |||
LSC Communications [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payment For Reverse Termination Fee | $ 45 |
Restructuring, Impairment and_5
Restructuring, Impairment and Transaction-Related Charges (Schedule of Other Restructuring (Income) Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||
Gain from sale of properties | $ 8.6 | ||||
Other restructuring charges (income) | (4.5) | $ (4.1) | $ (3) | $ 5.6 | |
Facilities Idled | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Vacant facility carrying costs and lease exit charges | 2.1 | 2.5 | 5.3 | 12.9 | |
Gain from sale of properties | (7.5) | (3.5) | (2.2) | ||
Equipment and Infrastructure Removal Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Equipment and infrastructure removal costs | 0.1 | 0.3 | 0.2 | 1.3 | |
Sale of facilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gain from sale of properties | (0.1) | $ (2.5) | (7.5) | (6.1) | (9.7) |
Other restructuring charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other restructuring activities | $ (6.6) | $ 0.6 | $ (2.4) | $ 1.1 |
Restructuring, Impairment and_6
Restructuring, Impairment and Transaction-Related Charges (Schedule of Restructuring Reserves) (Details) - USD ($) $ in Millions | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | $ 27.8 |
Expense, net | 73.7 |
Cash payments, net | (61.4) |
Non-cash adjustments/reclassifications | (10.8) |
Balance, end of period | 29.3 |
Accrued Liabilities | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 23.1 |
Balance, end of period | 22.5 |
Short-term restructuring reserve | (22.5) |
Accounts Payable | |
Restructuring Reserve [Roll Forward] | |
Short-term restructuring reserve | (2) |
Other Long-Term Liabilities | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 2.9 |
Balance, end of period | 4.8 |
Long-term restructuring reserve | (4.8) |
Employee Termination Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 9.3 |
Expense, net | 19.9 |
Cash payments, net | (13.5) |
Non-cash adjustments/reclassifications | (1.5) |
Balance, end of period | 14.2 |
Impairment Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 0 |
Expense, net | 3.6 |
Cash payments, net | 0 |
Non-cash adjustments/reclassifications | (3.6) |
Balance, end of period | 0 |
Transaction-Related Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 1.2 |
Expense, net | 51.1 |
Cash payments, net | (51.2) |
Non-cash adjustments/reclassifications | 0.6 |
Balance, end of period | 1.7 |
Integration Costs | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 0.2 |
Expense, net | 2.1 |
Cash payments, net | (2.3) |
Non-cash adjustments/reclassifications | 0 |
Balance, end of period | 0 |
Other Restructuring Charges (Income) | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 17.1 |
Expense, net | (3) |
Cash payments, net | 5.6 |
Non-cash adjustments/reclassifications | (6.3) |
Balance, end of period | 13.4 |
Lease Liabilities | |
Restructuring Reserve [Roll Forward] | |
Non-cash adjustments/reclassifications | $ 2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill [Line Items] | ||||
Goodwill impairment | $ 10,100,000 | $ 0 | ||
Finite-lived intangible assets acquired | 69,800,000 | |||
Impairment of intangible assets | $ 0 | $ 0 | 0 | 0 |
Amortization expense of intangible assets | 10,900,000 | 11,000,000 | 33,800,000 | 25,000,000 |
Periscope Acquisition | ||||
Goodwill [Line Items] | ||||
Goodwill | 58,500,000 | 58,500,000 | ||
Discontinued Operations, Held-for-sale | United States Book Business | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | 10,100,000 | $ 0 | 10,100,000 | $ 0 |
Goodwill | 10,100,000 | 10,100,000 | ||
Core Print And Related Services | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 103,000,000 | 103,000,000 | ||
Goodwill impairment | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill [Line Items] | ||
Goodwill, Gross | $ 911.3 | $ 852.8 |
Accumulated goodwill impairment loss | (808.3) | (808.3) |
Goodwill | 103 | 44.5 |
United States Print and Related Services | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 881.3 | 822.8 |
Accumulated goodwill impairment loss | (778.3) | (778.3) |
Goodwill | 103 | 44.5 |
International | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 30 | 30 |
Accumulated goodwill impairment loss | (30) | (30) |
Goodwill | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Schedule of Intangible Assets, Excluding Goodwill) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 652.5 | $ 589.8 |
Accumulated Amortization | (502.8) | (477.2) |
Net Book Value | $ 149.7 | $ 112.6 |
Trademarks, patents, licenses and agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 6 years | 7 years |
Gross Carrying Amount | $ 68 | $ 59.8 |
Accumulated Amortization | (30.3) | (22.4) |
Net Book Value | $ 37.7 | $ 37.4 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 15.8 | $ 15.3 |
Accumulated Amortization | (7.6) | (5.1) |
Net Book Value | $ 8.2 | $ 10.2 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 6 years | 6 years |
Gross Carrying Amount | $ 568.7 | $ 514.7 |
Accumulated Amortization | (464.9) | (449.7) |
Net Book Value | $ 103.8 | $ 65 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 10.9 | |
2020 | 39.2 | |
2021 | 30.7 | |
2022 | 28.2 | |
2023 | 24.6 | |
2024 and thereafter | 16.1 | |
Net Book Value | $ 149.7 | $ 112.6 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials and manufacturing supplies | $ 145.1 | $ 158.3 |
Work in process | 61 | 45 |
Finished goods | 82.5 | 75.7 |
Total | $ 288.6 | $ 279 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 4,568.7 | $ 4,568.7 | $ 4,593.7 | ||
Less: accumulated depreciation | (3,489.1) | (3,489.1) | (3,444.6) | ||
Property, plant and equipment—net | 1,079.6 | 1,079.6 | 1,149.1 | ||
Tangible asset impairment charges | 1.5 | $ 4.5 | 3.6 | $ 16 | |
Depreciation expense | 41.3 | $ 44 | 125.5 | $ 137 | |
Current assets of discontinued operations | 0 | 0 | |||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 103.8 | 103.8 | 106.9 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 848 | 848 | 874.1 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,409.1 | 3,409.1 | 3,403.6 | ||
Other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 176.9 | 176.9 | 176.4 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 30.9 | $ 30.9 | $ 32.7 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Oct. 30, 2019 | Sep. 30, 2019 | |
SEC | Subsequent Event | ||
Loss Contingencies [Line Items] | ||
Payments for legal settlements | $ 9.9 | |
INDECOPI | ||
Loss Contingencies [Line Items] | ||
Litigation settlement, amount | $ 3.2 | |
Litigation settlement, payment period (years) | 4 years |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,164.9 | $ 925.5 |
Debt issuance costs | (9.9) | (7.2) |
Less: short-term debt and current portion of long-term debt | (66) | (42.9) |
Long-term debt | 1,098.9 | 882.6 |
Master note and security agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 74.5 | 96.2 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Total debt | 814.7 | 281.3 |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 279.5 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 19.4 | 0 |
Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Total debt | 243.5 | 243.5 |
International term loans | ||
Debt Instrument [Line Items] | ||
Total debt | 17.3 | 17.8 |
International revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Total debt | 3.3 | 11.8 |
Other | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2.1 | $ 2.6 |
Debt (Debt Transactions Narrati
Debt (Debt Transactions Narrative) (Details) - USD ($) | Jan. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 30, 2019 | Dec. 31, 2018 | Feb. 10, 2017 |
Debt Instrument [Line Items] | ||||||||
Fair value of company debt | $ 1,200,000,000 | $ 1,200,000,000 | $ 900,000,000 | |||||
Loss on debt extinguishment | 14,600,000 | $ 0 | 30,500,000 | $ 0 | ||||
Financing Arrangement, January 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 20,200,000 | |||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 725,000,000 | |||||||
Third Amendment To Senior Secured Credit Facility | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 800,000,000 | |||||||
Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument | 825,000,000 | 375,000,000 | ||||||
Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument | $ 500,000,000 | $ 300,000,000 | ||||||
Loss on debt extinguishment | $ 14,600,000 | |||||||
Debt instrument term (in years) | 7 years | |||||||
Term Loan B | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 5.00% | |||||||
Term Loan B | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 4.00% | |||||||
Revolving Credit Facility And Term Loan A | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 2.50% | |||||||
Revolving Credit Facility And Term Loan A | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 1.50% | |||||||
Financing Arrangement, January 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on debt extinguishment | 14,200,000 | |||||||
Original issue discount from January 31, 2019 debt financing arrangement | $ 15,000,000 | |||||||
Debt Instrument, Redemption, Period Two | Third Amendment To Senior Secured Credit Facility | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Debt Instrument, Redemption, Period Two | Term Loan A | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term (in years) | 5 years | |||||||
Long-term Debt | Financing Arrangement, January 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 6,000,000 | |||||||
Discharge of Debt | Financing Arrangement, January 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 14,200,000 |
Debt (Schedule of Debt Issuance
Debt (Schedule of Debt Issuance Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Issuance Costs [Roll Forward] | ||||
Balance at December 31, 2018 | $ 7.2 | |||
Debt issuance costs from January 31, 2019 debt financing arrangement | 20.2 | $ 0 | ||
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | $ (14.6) | $ 0 | (30.5) | $ 0 |
Amortization of debt issuance costs | (2.1) | |||
Balance at September 30, 2019 | $ 9.9 | 9.9 | ||
Financing Arrangement, January 2019 | ||||
Debt Issuance Costs [Roll Forward] | ||||
Debt issuance costs from January 31, 2019 debt financing arrangement | 6 | |||
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | (14.2) | |||
Financing Arrangement, February 2017 | ||||
Debt Issuance Costs [Roll Forward] | ||||
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | (0.7) | |||
Delayed draw Term Loan A funding and retirement of Term Loan B | ||||
Debt Issuance Costs [Roll Forward] | ||||
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | $ (0.5) |
Debt (Schedule of Original Issu
Debt (Schedule of Original Issue Discount) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Changes In Original Issue Discount [Roll Forward] | |
Balance at December 31, 2018 | $ 1 |
Amortization of original issue discount | (0.9) |
Balance at September 30, 2019 | 0 |
Financing Arrangement, January 2019 | |
Changes In Original Issue Discount [Roll Forward] | |
Original issue discount from January 31, 2019 debt financing arrangement | 15 |
Financing Arrangement, February 2017 | |
Changes In Original Issue Discount [Roll Forward] | |
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | (1) |
Delayed draw Term Loan A funding and retirement of Term Loan B | |
Changes In Original Issue Discount [Roll Forward] | |
Loss on debt extinguishment from February 10, 2017 debt financing arrangement | $ (14.1) |
Debt (Schedule of Loss on Debt
Debt (Schedule of Loss on Debt Extinguishment) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Extinguishment of Debt [Line Items] | ||||
Loss on debt extinguishment | $ 14.6 | $ 0 | $ 30.5 | $ 0 |
Financing Arrangement, February 2017 | ||||
Extinguishment of Debt [Line Items] | ||||
Loss on debt extinguishment | 0.7 | |||
Original issue discount from January 31, 2019 debt financing arrangement | 1 | |||
Financing Arrangement, January 2019 | ||||
Extinguishment of Debt [Line Items] | ||||
Loss on debt extinguishment | 14.2 | |||
Delayed draw Term Loan A funding and retirement of Term Loan B | ||||
Extinguishment of Debt [Line Items] | ||||
Loss on debt extinguishment | 0.5 | |||
Original issue discount from January 31, 2019 debt financing arrangement | $ 14.1 | |||
Term Loan B | ||||
Extinguishment of Debt [Line Items] | ||||
Loss on debt extinguishment | $ 14.6 |
Debt (Debt Covenants and Compli
Debt (Debt Covenants and Compliance) (Details) | Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||
Total leverage ratio, covenant compliance | 3.18 | |
Senior secured leverage ratio to consolidated EBITDA | 2.51 | |
Ratio of interest coverage | 4.85 | |
Financing Agreement Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum annual dividend payment | $ 120,000,000 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Total leverage ratio, covenant compliance | 3.75 | |
Senior secured leverage ratio to consolidated EBITDA | 3.50 | |
Maximum | Financing Agreement Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Total leverage ratio | 2.75 | |
Senior secured leverage ratio | 3 | |
Total leverage ratio on unsecured debt | 3.50 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Ratio of interest coverage, covenant compliance | 3 | |
Third Amendment To Senior Secured Credit Facility | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, covenant terms, unused commitments minimum | $ 300,000,000 | |
Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, percentage | 7.00% | |
Debt instrument | $ 300,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets—net | $ 118.1 | $ 0 | |
Operating lease, liability | $ 121.1 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets—net | $ 130.8 | ||
Operating lease, liability | 132.4 | ||
Discontinued Operations, Held-for-sale | United States Book Business | Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets—net | 0.6 | ||
Operating lease, liability | $ 0.6 |
Leases - Lease Information (Det
Leases - Lease Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Leases [Abstract] | ||
Amortization of right-of-use assets | $ 1.4 | $ 3.4 |
Interest on lease liabilities | 0.2 | 0.6 |
Operating lease cost | 11.9 | 33.3 |
Short-term lease cost | 0 | 0.3 |
Sublease income | (0.7) | (2) |
Total lease cost | $ 12.8 | 35.6 |
Operating cash flows from finance leases | 0 | |
Operating cash flows from operating leases | 33.6 | |
Financing cash flows from finance leases | 4.5 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 7.8 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 17.9 | |
Weighted-average remaining lease term — finance leases | 2 years 1 month 6 days | 2 years 1 month 6 days |
Weighted-average remaining lease term — operating leases | 5 years 1 month 6 days | 5 years 1 month 6 days |
Weighted-average discount rate — finance leases | 6.40% | 6.40% |
Weighted-average discount rate — operating leases | 6.70% | 6.70% |
Leases - Maturity of Leases Aft
Leases - Maturity of Leases After Adoption of ASC 842 (Details) $ in Millions | Sep. 30, 2019USD ($) |
Future Maturities of Operating Leases | |
Remainder of 2019 | $ 10.9 |
2020 | 38 |
2021 | 26.4 |
2022 | 19.7 |
2023 | 15.4 |
2024 and thereafter | 33.6 |
Total minimum payments | 144 |
Less: present value discount | (22.9) |
Operating lease, liability | 121.1 |
Future Maturities of Finance Leases | |
Remainder of 2019 | 2.8 |
Finance Lease, Liability, Payments, Due Year Two | 6.9 |
Finance Lease, Liability, Payments, Due Year Three | 2.8 |
Finance Lease, Liability, Payments, Due Year Four | 1.5 |
Finance Lease, Liability, Payments, Due Year Five | 0.2 |
2024 and thereafter | 0 |
Total minimum payments | 14.2 |
Less: present value discount | (0.9) |
Finance lease, liability | $ 13.3 |
Leases - Components of Finance
Leases - Components of Finance Lease Costs Prior to Adoption of ASC 842 (Details) - Machinery and equipment $ in Millions | Dec. 31, 2018USD ($) |
Lessee, Lease, Description [Line Items] | |
Leased equipment—gross | $ 21.7 |
Less: accumulated depreciation | (12) |
Leased equipment—net | $ 9.7 |
Leases - Lease Maturities Prior
Leases - Lease Maturities Prior to Adoption of ASC 842 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Future Maturities of Finance Leases | |
2019 | $ 4.3 |
2020 | 3.3 |
2021 | 2.5 |
2022 | 1.3 |
2023 | 0.2 |
2024 and thereafter | 0 |
Total minimum payments | 11.6 |
Less: amounts representing interest | (1.3) |
Present value of minimum payments | 10.3 |
Less: current portion | (3.6) |
Long-term finance lease obligations | 6.7 |
Future Maturities of Operating Leases | |
2019 | 37.9 |
2020 | 33.3 |
2021 | 23.9 |
2022 | 17.8 |
2023 | 13.7 |
2024 and thereafter | 31.1 |
Total | $ 157.7 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Sep. 30, 2019USD ($) |
Income Tax Disclosure [Abstract] | |
Liability for unrecognized tax benefits | $ 10.5 |
Anticipated decrease in unrecognized tax benefits within the next twelve months | $ 1.7 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) | Mar. 29, 2019 | Feb. 28, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 19, 2019 | Dec. 31, 2018 | Feb. 07, 2017 |
Derivative [Line Items] | |||||||||
Change in fair value of interest rate swap | $ (2,000,000) | $ 1,000,000 | $ (12,600,000) | $ 6,100,000 | |||||
Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Term | 5 years | 5 years | |||||||
Derivative, Notional Amount | $ 130,000,000 | $ 250,000,000 | |||||||
Fixed swap rate | 2.43% | 1.89% | |||||||
Cash flow hedge ineffectiveness recorded in earnings | 0 | ||||||||
Prepaid Expenses and Other Current Assets | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Interest rate swap assets | 0 | 0 | $ 4,300,000 | ||||||
Other Long Term Liabilities | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Interest rate swap liabilities | (8,300,000) | (8,300,000) | $ 0 | ||||||
Interest Expense | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Interest income (expense) on interest rate swap | (200,000) | (100,000) | (1,000,000) | 0 | |||||
Other Comprehensive Income (Loss) | Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Change in fair value of interest rate swap | $ (2,000,000) | $ 1,000,000 | $ (12,600,000) | $ 6,100,000 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Foreign Exchange Contracts (Details) | Sep. 30, 2019contract |
Foreign Exchange Contract | |
Derivatives, Fair Value [Line Items] | |
Foreign currency exchange contracts | 0 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Multiemployer pension plans – withdrawal liability | $ 45.8 | |
Restructuring liabilities | 29.3 | $ 27.8 |
Accrued Liabilities | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 116.7 | 122.4 |
Single employer pension plan obligations | 1.7 | 1.7 |
Multiemployer pension plans – withdrawal liability | 8.8 | 8.4 |
Tax-related liabilities | 29.2 | 29.5 |
Restructuring liabilities | 22.5 | 23.1 |
Interest and rent liabilities | 9.8 | 6 |
Other | 88.6 | 94 |
Total | 277.3 | 285.1 |
Other Long-Term Liabilities | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 57.7 | 62.8 |
Single employer pension plan obligations | 72.1 | 80.9 |
Multiemployer pension plans – withdrawal liability | 37 | 42.5 |
Tax-related liabilities | 4.1 | 8.1 |
Restructuring liabilities | 4.8 | 2.9 |
Interest and rent liabilities | 0.3 | 1.4 |
Other | 31.2 | 33.2 |
Total | 207.2 | 231.8 |
Total | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 174.4 | 185.2 |
Single employer pension plan obligations | 73.8 | 82.6 |
Multiemployer pension plans – withdrawal liability | 45.8 | 50.9 |
Tax-related liabilities | 33.3 | 37.6 |
Restructuring liabilities | 27.3 | 26 |
Interest and rent liabilities | 10.1 | 7.4 |
Other | 119.8 | 127.2 |
Total | $ 484.5 | $ 516.9 |
Employee Retirement Plans (Defi
Employee Retirement Plans (Defined Contribution Plans) (Details) - USD ($) | Feb. 16, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Retirement Benefits [Abstract] | |||||
ESOP Contribution, shares | 1,006,061 | ||||
ESOP Contribution, price per share | $ 22.18 | ||||
Employee stock ownership plan contribution expense | $ 22,300,000 | $ 0 | $ 0 | $ 0 | $ 22,300,000 |
Employee Retirement Plans (Pens
Employee Retirement Plans (Pension Plans) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net pension income | $ 1.5 | $ 3.1 | $ 4.5 | $ 9.3 |
Pension Plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | (4.4) | (4) | (13.2) | (12) |
Expected return on plan assets | 5.9 | 7.1 | 17.7 | 21.3 |
Net pension income | $ 1.5 | $ 3.1 | 4.5 | $ 9.3 |
Pension Plans | Non-qualified | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Benefit payments on non-qualified pension plans | 0.8 | |||
Pension Plans | Qualified | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Contributions on qualified pension plans | $ 3.5 |
Employee Retirement Plans (Mult
Employee Retirement Plans (Multiemployer Pension Plans) (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019USD ($)plan | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Multiemployer Plans [Line Items] | |||
Number of underfunded plans | plan | 2 | ||
Withdrawal obligation | $ 45.8 | ||
Multiemployer plan contributions | 7.8 | $ 10.5 | |
Other Long-Term Liabilities | |||
Multiemployer Plans [Line Items] | |||
Withdrawal obligation | 37 | $ 42.5 | |
Accrued Liabilities | |||
Multiemployer Plans [Line Items] | |||
Withdrawal obligation | $ 8.8 | $ 8.4 |
Earnings (Loss) Per Share Att_3
Earnings (Loss) Per Share Attributable to Quad/Graphics Common Shareholders (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) from continuing operations | $ (47) | $ 27.5 | $ (62.8) | $ 41.1 |
Less: net earnings (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) |
Net earnings (loss) from continuing operations attributable to Quad common shareholders | (47.1) | $ 28.4 | (62.7) | $ 41.9 |
Anti-dilutive equity instruments excluded from computation of EPS (in shares) | 0.3 | 0.5 | ||
Numerator | ||||
Net earnings (loss) attributable to Quad common shareholders | (126.5) | $ 23.4 | (163.8) | $ 29.3 |
Loss from discontinued operations, net of tax | $ (79.4) | $ (5) | $ (101.1) | $ (12.6) |
Denominator | ||||
Basic weighted average number of common shares outstanding for all classes of common shares (in shares) | 50.1 | 49.3 | 50 | 50 |
Plus: effect of dilutive equity incentive instruments (in shares) | 0 | 1.8 | 0 | 1.8 |
Diluted weighted average number of common shares outstanding for all classes of common shares (in shares) | 50.1 | 51.1 | 50 | 51.8 |
Earnings (loss) per share attributable to Quad common shareholders | ||||
Earnings (loss) per share attributable to Quad common shareholders, basic, continuing operations (USD per share) | $ (0.94) | $ 0.57 | $ (1.26) | $ 0.84 |
Earnings (loss) per share attributable to Quad common shareholders, basic, discontinued operations (USD per share) | (1.58) | (0.10) | (2.02) | (0.25) |
Basic earnings (loss) per share attributable to Quad common shareholders (USD per share) | (2.52) | 0.47 | (3.28) | 0.59 |
Earnings (loss) per share attributable to Quad common shareholders, diluted, continuing operations (USD per share) | (0.94) | 0.56 | (1.26) | 0.81 |
Earnings (loss) per share attributable to Quad common shareholders, diluted, discontinued operations (USD per share) | (1.58) | (0.10) | (2.02) | (0.24) |
Diluted earnings (loss) per share attributable to Quad common shareholders (USD per share) | (2.52) | 0.46 | (3.28) | 0.57 |
Cash dividends paid per common share for all classes of common shares (USD per share) | $ 0.30 | $ 0.30 | $ 0.90 | $ 0.90 |
Equity Incentive Programs (Equi
Equity Incentive Programs (Equity Incentive Programs and Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares of common stock reserved (in shares) | 12,671,652 | 12,671,652 | ||
Stock option exercise price floor of fair market value of class A common stock (percent) | 100.00% | |||
Shares available for issuance (in shares) | 1,629,294 | 1,629,294 | ||
Stock-based compensation | $ 3.9 | $ 3.2 | $ 11.6 | $ 12.3 |
Income from remeasurement of liabilities | (0.4) | 0.2 | ||
Estimated future compensation expense | 19.2 | $ 19.2 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Estimated Future Expense in 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | 3.5 | $ 3.5 | ||
Estimated Future Expense in 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | 9.7 | 9.7 | ||
Estimated Future Expense in 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | 5.3 | 5.3 | ||
Estimated Future Expense in 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | $ 0.7 | $ 0.7 | ||
2010 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares of common stock reserved (in shares) | 1,800,000 | 1,800,000 |
Equity Incentive Programs (Stoc
Equity Incentive Programs (Stock Options Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | $ 19,200,000 | $ 19,200,000 | ||
Proceeds from stock options exercised | $ 0 | $ 4,100,000 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Options granted (in shares) | 0 | 0 | 0 | 0 |
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 |
Estimated future compensation expense | 0 | $ 0 | ||
Proceeds from stock options exercised | $ 0 | $ 100,000 | $ 4,100,000 | |
Annual Anniversary Grant Date of Award | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Earliest expiration period of award after event | 10 years | |||
Termination for Death | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Earliest expiration period of award after event | 24 months | |||
Termination for Retirement or Disability | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Earliest expiration period of award after event | 36 months | |||
Employment Terminated, Any Other Reason | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Earliest expiration period of award after event | 90 days | |||
Vested in the first year | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of options vested | 0.00% | |||
Vested in the second year | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of options vested | 33.33% | |||
Vested in third year | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of options vested | 33.33% | |||
Vested in fourth year | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of options vested | 33.33% |
Equity Incentive Programs (Sche
Equity Incentive Programs (Schedule of Stock Option Activity Roll Forward) (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Shares Under Option | |||||
Outstanding at beginning of period (in shares) | 942,315 | ||||
Granted (in shares) | 0 | 0 | 0 | 0 | |
Exercised (in shares) | 0 | ||||
Canceled/forfeited/expired (in shares) | (147,292) | ||||
Outstanding at end of period (in shares) | 795,023 | 795,023 | 942,315 | ||
Weighted Average Exercise Price | |||||
Outstanding at beginning of period (in dollars per share) | $ 24.31 | ||||
Granted (in dollars per share) | 0 | ||||
Exercised (in dollars per share) | 0 | ||||
Canceled/forfeited/expired (in dollars per share) | 18.64 | ||||
Outstanding at end of period (in dollars per share) | $ 25.36 | $ 25.36 | $ 24.31 | ||
Weighted Average Remaining Contractual Term (years) | |||||
Outstanding at beginning of period (in years) | 1 year 3 months 18 days | 1 year 9 months 18 days | |||
Outstanding at end of period (in years) | 1 year 3 months 18 days | 1 year 9 months 18 days | |||
Aggregate Intrinsic Value (millions) | |||||
Outstanding at beginning of period | $ 0 | ||||
Outstanding at end of period | $ 0 | $ 0 | $ 0 |
Equity Incentive Programs (Sc_2
Equity Incentive Programs (Schedule of Stock Option Exercises and Vesting Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from stock options exercised | $ 0 | $ 4,100 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total intrinsic value of stock options exercised | $ 100 | 3,700 | ||
Proceeds from stock options exercised | $ 0 | $ 100 | $ 4,100 |
Equity Incentive Programs (Rest
Equity Incentive Programs (Restricted Stock and Restricted Stock Unit Activity Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Income from remeasurement of liabilities | $ (0.4) | $ 0.2 | ||
Restricted Stock and Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of days dividends will be paid after vesting, maximum | 45 days | |||
Award vesting period | 3 years | |||
Compensation expense | 3.5 | $ 3.2 | $ 10.9 | $ 11.4 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs classified as liability | $ 1.5 | $ 1.5 |
Equity Incentive Programs (Sc_3
Equity Incentive Programs (Schedule of Restricted Stock and Restricted Stock Unit Award Activity) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Nonvested at beginning of period (in shares) | 2,335,916 | |
Granted (in shares) | 1,503,344 | |
Vested (in shares) | (1,118,071) | |
Forfeited (in shares) | (38,758) | |
Nonvested at end of period (in shares) | 2,682,431 | 2,335,916 |
Weighted- Average Grant Date Fair Value Per Share | ||
Nonvested at beginning of period (in dollars per share) | $ 17.36 | |
Granted (in dollars per share) | 12.31 | |
Vested (in dollars per share) | 9.46 | |
Forfeited (in dollars per share) | 22.53 | |
Nonvested at end of period (in dollars per share) | $ 17.75 | $ 17.36 |
Weighted- Average Remaining Contractual Term (years) | ||
Nonvested at beginning of period | 1 year 9 months 18 days | 1 year |
Nonvested at end of period | 1 year 9 months 18 days | 1 year |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Nonvested at beginning of period (in shares) | 107,092 | |
Granted (in shares) | 186,807 | |
Vested (in shares) | (58,187) | |
Forfeited (in shares) | (5,091) | |
Nonvested at end of period (in shares) | 230,621 | 107,092 |
Weighted- Average Grant Date Fair Value Per Share | ||
Nonvested at beginning of period (in dollars per share) | $ 16.70 | |
Granted (in dollars per share) | 12.33 | |
Vested (in dollars per share) | 9.51 | |
Forfeited (in dollars per share) | 26.88 | |
Nonvested at end of period (in dollars per share) | $ 14.75 | $ 16.70 |
Weighted- Average Remaining Contractual Term (years) | ||
Nonvested at beginning of period | 2 years 1 month 6 days | 9 months 18 days |
Nonvested at end of period | 2 years 1 month 6 days | 9 months 18 days |
Equity Incentive Programs (Defe
Equity Incentive Programs (Deferred Stock Unit Activity) (Details) - Deferred Stock Units (DSUs) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Units | ||||
Outstanding at beginning of period (in shares) | 236,561 | |||
Granted (in shares) | 72,464 | |||
Dividend equivalents granted (in shares) | 26,173 | |||
Settled (in shares) | (30,676) | |||
Outstanding at end of period (in shares) | 304,522 | 304,522 | ||
Weighted-Average Grant Date Fair Value Per Share | ||||
Outstanding at beginning of period (in dollars per share) | $ 19.40 | |||
Granted (in dollars per share) | 12.32 | |||
Dividend equivalents granted (in dollars per share) | 10.19 | |||
Settled (in dollars per share) | 22.53 | |||
Outstanding at end of period (in dollars per share) | $ 16.61 | $ 16.61 | ||
Number of DSU to class A common share conversion (in shares) | 1 | 1 | ||
Compensation expense | $ 0 | $ 0 | $ 900,000 | $ 900,000 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule of Stock by Class) (Details) | Sep. 30, 2019vote$ / sharesshares | May 20, 2019shares | May 19, 2019shares | Dec. 31, 2018$ / sharesshares |
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.025 | $ 0.025 | ||
Authorized Shares | 105,000,000 | 105,000,000 | 80,000,000 | 80,000,000 |
Outstanding | 39,300,000 | 38,100,000 | ||
Treasury | 1,000,000 | 2,200,000 | ||
Total Issued Shares | 40,300,000 | 40,300,000 | ||
Number of votes | vote | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.025 | $ 0.025 | ||
Authorized Shares | 80,000,000 | 80,000,000 | ||
Outstanding | 13,500,000 | 13,500,000 | ||
Treasury | 0 | 0 | ||
Total Issued Shares | 13,500,000 | 13,500,000 | ||
Number of votes | vote | 10 | |||
Common Class C | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.025 | $ 0.025 | ||
Authorized Shares | 20,000,000 | 20,000,000 | ||
Outstanding | 0 | 0 | ||
Treasury | 500,000 | 500,000 | ||
Total Issued Shares | 500,000 | 500,000 | ||
Number of votes | vote | 10 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative and Dividends) (Details) | Feb. 16, 2018USD ($)$ / sharesshares | Mar. 31, 2018shares | Sep. 30, 2019USD ($)votestock_class$ / sharesshares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018$ / shares | Sep. 30, 2019USD ($)votestock_class$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | May 20, 2019shares | May 19, 2019shares | Dec. 31, 2018shares | Jul. 30, 2018USD ($) | Sep. 06, 2011USD ($) |
Shareholders' Equity [Line Items] | |||||||||||||||
Number of classes of common stock | stock_class | 3 | 3 | |||||||||||||
Preferred stock, authorized shares | 500,000 | 500,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, issued shares | 0 | 0 | 0 | ||||||||||||
Capital stock, authorized shares | 205,500,000 | 180,500,000 | |||||||||||||
ESOP Contribution, shares | 1,006,061 | ||||||||||||||
ESOP Contribution, price per share | $ / shares | $ 22.18 | ||||||||||||||
Employee stock ownership plan contribution expense | $ | $ 22,300,000 | $ 0 | $ 0 | $ 0 | $ 22,300,000 | ||||||||||
Cash dividend declared (USD per share) | $ / shares | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||
Treasury Stock | |||||||||||||||
Shareholders' Equity [Line Items] | |||||||||||||||
Shares repurchased (in shares) | 1,900,000 | ||||||||||||||
Common stock, repurchased | $ | $ 36,700,000 | ||||||||||||||
Common Class A | |||||||||||||||
Shareholders' Equity [Line Items] | |||||||||||||||
Number of votes | vote | 1 | 1 | |||||||||||||
Common stock, authorized shares | 105,000,000 | 105,000,000 | 105,000,000 | 80,000,000 | 80,000,000 | ||||||||||
Share repurchase program, authorized amount | $ | $ 100,000,000 | $ 100,000,000 | |||||||||||||
Shares repurchased (in shares) | 0 | 1,871,631 | 0 | 1,871,631 | |||||||||||
Shares repurchased, price per share (in dollars per share) | $ / shares | $ 19.59 | $ 19.59 | |||||||||||||
Common stock, repurchased | $ | $ 36,700,000 | $ 36,700,000 | |||||||||||||
Remaining authorized repurchases | $ | $ 100,000,000 | $ 100,000,000 | |||||||||||||
Common Class B | |||||||||||||||
Shareholders' Equity [Line Items] | |||||||||||||||
Number of votes | vote | 10 | 10 | |||||||||||||
Common stock, authorized shares | 80,000,000 | 80,000,000 | 80,000,000 | ||||||||||||
Common Class B | Treasury Stock | |||||||||||||||
Shareholders' Equity [Line Items] | |||||||||||||||
Conversion of Stock, Shares Converted | 284,845 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (By Component) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | $ (152.2) | $ (127.3) | ||
Other comprehensive income (loss) before reclassifications | (15.8) | (4.7) | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | $ (9.7) | $ 1.4 | (15.8) | (4.7) |
Accumulated other comprehensive income (loss), net of tax, end of period | (168) | (132) | (168) | (132) |
Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | (130) | (117) | ||
Other comprehensive income (loss) before reclassifications | (6.4) | (9.3) | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (6.4) | (9.3) | ||
Accumulated other comprehensive income (loss), net of tax, end of period | (136.4) | (126.3) | (136.4) | (126.3) |
Interest Rate Swap Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | 3.3 | 1.6 | ||
Other comprehensive income (loss) before reclassifications | (9.4) | 4.6 | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (9.4) | 4.6 | ||
Accumulated other comprehensive income (loss), net of tax, end of period | (6.1) | 6.2 | (6.1) | 6.2 |
Pension Benefit Plan Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | (25.5) | (11.9) | ||
Other comprehensive income (loss) before reclassifications | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | 0 | 0 | ||
Accumulated other comprehensive income (loss), net of tax, end of period | $ (25.5) | $ (11.9) | $ (25.5) | $ (11.9) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 943.6 | $ 973.5 | $ 2,853.5 | $ 2,860.9 |
Operating Income (Loss) from Continuing Operations | (29.4) | 47 | 5.7 | 85.2 |
Restructuring, Impairment and Transaction- Related Charges | 56.7 | 5.3 | 73.7 | 40.6 |
United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 847 | 884.7 | 2,556 | 2,576.4 |
Operating Income (Loss) from Continuing Operations | 27.1 | 55.4 | 89.8 | 119.2 |
Restructuring, Impairment and Transaction- Related Charges | 7.3 | 3.2 | 15.1 | 31.7 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 96.6 | 88.8 | 297.5 | 284.5 |
Operating Income (Loss) from Continuing Operations | 2.6 | 3.8 | 4.9 | 11.1 |
Restructuring, Impairment and Transaction- Related Charges | 2.5 | 1.9 | 7.5 | 4.9 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) from Continuing Operations | 29.7 | 59.2 | 94.7 | 130.3 |
Restructuring, Impairment and Transaction- Related Charges | 9.8 | 5.1 | 22.6 | 36.6 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) from Continuing Operations | (59.1) | (12.2) | (89) | (45.1) |
Restructuring, Impairment and Transaction- Related Charges | 46.9 | 0.2 | 51.1 | 4 |
Products | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 742.5 | 771.1 | 2,247.4 | 2,280 |
Products | United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 649.8 | 686.7 | 1,962.4 | 2,009.5 |
Products | International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 92.7 | 84.4 | 285 | 270.5 |
Products | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 742.5 | 771.1 | 2,247.4 | 2,280 |
Products | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 0 | 0 | 0 | 0 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 201.1 | 202.4 | 606.1 | 580.9 |
Services | United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 197.2 | 198 | 593.6 | 566.9 |
Services | International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 3.9 | 4.4 | 12.5 | 14 |
Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 201.1 | 202.4 | 606.1 | 580.9 |
Services | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Operating Profit from Segment to Consolidated) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Operating income (loss) from continuing operations | $ (29.4) | $ 47 | $ 5.7 | $ 85.2 |
Less: interest expense | 22 | 18.3 | 69.6 | 53.9 |
Less: net pension income | (1.5) | (3.1) | (4.5) | (9.3) |
Less: loss on debt extinguishment | 14.6 | 0 | 30.5 | 0 |
Loss before income taxes and equity in loss (earnings) of unconsolidated entity | $ (64.5) | $ 31.8 | $ (89.9) | $ 40.6 |
Separate Financial Informatio_3
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Narrative) (Details) | Sep. 30, 2019 |
Condensed Financial Information Disclosure [Abstract] | |
Ownership percentage | 100.00% |
Separate Financial Informatio_4
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Condensed Consolidating Statement of Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term liabilities of discontinued operations | $ 3.1 | $ 3.1 | $ 4.4 | ||
Current liabilities of discontinued operations | 18.5 | 18.5 | 23.4 | ||
Long-term assets of discontinued operations | 23.5 | 23.5 | 123.1 | ||
Current assets of discontinued operations | 39.8 | 39.8 | 55.3 | ||
Income Statement [Abstract] | |||||
Net sales | 943.6 | $ 973.5 | 2,853.5 | $ 2,860.9 | |
Cost of sales | 764.5 | 777 | 2,324.3 | 2,304.3 | |
Selling, general and administrative expenses | 99.6 | 89.2 | 290.5 | 268.8 | |
Depreciation and amortization | 52.2 | 55 | 159.3 | 162 | |
Restructuring, impairment and transaction-related charges | 56.7 | 5.3 | 73.7 | 40.6 | |
Total operating expenses | 973 | 926.5 | 2,847.8 | 2,775.7 | |
Operating income (loss) from continuing operations | (29.4) | 47 | 5.7 | 85.2 | |
Interest expense | 22 | 18.3 | 69.6 | 53.9 | |
Net pension income | (1.5) | (3.1) | (4.5) | (9.3) | |
Loss (gain) on debt extinguishment | 14.6 | 0 | 30.5 | 0 | |
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | (64.5) | 31.8 | (89.9) | 40.6 | |
Income tax expense (benefit) | (17.6) | 4.5 | (28) | 0.2 | |
Earnings (loss) before equity in (earnings) loss of consolidated and unconsolidated entities | (46.9) | 27.3 | (61.9) | 40.4 | |
Equity in (earnings) loss of consolidated entities | 0 | 0 | 0 | 0 | |
Equity in (earnings) loss of unconsolidated entity | 0.1 | (0.2) | 0.9 | (0.7) | |
Net earnings (loss) from continuing operations | (47) | 27.5 | (62.8) | 41.1 | |
Net earnings (loss) | (126.4) | 22.5 | (163.9) | 28.5 | |
Loss from discontinued operations, net of tax | (79.4) | (5) | (101.1) | (12.6) | |
Less: net earnings (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) | |
Net earnings (loss) attributable to Quad common shareholders | (126.5) | 23.4 | (163.8) | 29.3 | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term liabilities of discontinued operations | 0 | 0 | 0 | ||
Current liabilities of discontinued operations | 0 | 0 | 0 | ||
Long-term assets of discontinued operations | 0 | 0 | 0 | ||
Current assets of discontinued operations | 0 | 0 | 0 | ||
Income Statement [Abstract] | |||||
Net sales | (111.3) | (134) | (322.2) | (337.4) | |
Cost of sales | (108) | (131.5) | (313) | (329.9) | |
Selling, general and administrative expenses | (3.3) | (2.5) | (9.2) | (7.5) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Restructuring, impairment and transaction-related charges | 0 | 0 | 0 | 0 | |
Total operating expenses | (111.3) | (134) | (322.2) | (337.4) | |
Operating income (loss) from continuing operations | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Net pension income | 0 | 0 | 0 | 0 | |
Loss (gain) on debt extinguishment | 0 | 0 | |||
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | 0 | 0 | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | 0 | 0 | |
Earnings (loss) before equity in (earnings) loss of consolidated and unconsolidated entities | 0 | 0 | 0 | 0 | |
Equity in (earnings) loss of consolidated entities | (53.7) | 22.5 | (26.4) | 60.7 | |
Equity in (earnings) loss of unconsolidated entity | 0 | 0 | 0 | 0 | |
Net earnings (loss) from continuing operations | 53.7 | (22.5) | 26.4 | (60.7) | |
Net earnings (loss) | 53.7 | (22.5) | 26.4 | (60.7) | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | |
Less: net earnings (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 | |
Net earnings (loss) attributable to Quad common shareholders | 53.7 | (22.5) | 26.4 | (60.7) | |
Quad/Graphics, Inc. | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term liabilities of discontinued operations | 0 | 0 | 0 | ||
Current liabilities of discontinued operations | 0 | 0 | 0 | ||
Long-term assets of discontinued operations | 0 | 0 | 0 | ||
Current assets of discontinued operations | 0 | 0 | 0 | ||
Income Statement [Abstract] | |||||
Net sales | 396.9 | 426 | 1,180.9 | 1,236.8 | |
Cost of sales | 323.7 | 326.1 | 957.3 | 966.5 | |
Selling, general and administrative expenses | 62.6 | 57.8 | 184.6 | 176.6 | |
Depreciation and amortization | 21.6 | 24.7 | 67.1 | 74.9 | |
Restructuring, impairment and transaction-related charges | 58 | (2.5) | 61.8 | 6.8 | |
Total operating expenses | 465.9 | 406.1 | 1,270.8 | 1,224.8 | |
Operating income (loss) from continuing operations | (69) | 19.9 | (89.9) | 12 | |
Interest expense | 20.3 | 16.3 | 64.6 | 47.7 | |
Net pension income | 0 | 0 | 0 | 0 | |
Loss (gain) on debt extinguishment | 14.6 | 30.5 | |||
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | (103.9) | 3.6 | (185) | (35.7) | |
Income tax expense (benefit) | (30) | 1.2 | (48.6) | (8.7) | |
Earnings (loss) before equity in (earnings) loss of consolidated and unconsolidated entities | (73.9) | 2.4 | (136.4) | (27) | |
Equity in (earnings) loss of consolidated entities | 52.6 | (21) | 27.4 | (56.3) | |
Equity in (earnings) loss of unconsolidated entity | 0 | 0 | 0 | 0 | |
Net earnings (loss) from continuing operations | (126.5) | 23.4 | (163.8) | 29.3 | |
Net earnings (loss) | (126.5) | 23.4 | (163.8) | 29.3 | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | |
Less: net earnings (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 | |
Net earnings (loss) attributable to Quad common shareholders | (126.5) | 23.4 | (163.8) | 29.3 | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term liabilities of discontinued operations | 3.1 | 3.1 | 4.4 | ||
Current liabilities of discontinued operations | 18.5 | 18.5 | 23.4 | ||
Long-term assets of discontinued operations | 23.5 | 23.5 | 123.1 | ||
Current assets of discontinued operations | 39.8 | 39.8 | 55.3 | ||
Income Statement [Abstract] | |||||
Net sales | 539.3 | 571.2 | 1,631.2 | 1,624.3 | |
Cost of sales | 457.8 | 497.9 | 1,393.1 | 1,406.2 | |
Selling, general and administrative expenses | 25.8 | 22.1 | 75.1 | 65.4 | |
Depreciation and amortization | 24 | 22.4 | 72.1 | 67.4 | |
Restructuring, impairment and transaction-related charges | (3.6) | 5.7 | 4.4 | 29 | |
Total operating expenses | 504 | 548.1 | 1,544.7 | 1,568 | |
Operating income (loss) from continuing operations | 35.3 | 23.1 | 86.5 | 56.3 | |
Interest expense | 0.5 | 0.7 | 1.3 | 2.3 | |
Net pension income | (1.5) | (3.1) | (4.5) | (9.3) | |
Loss (gain) on debt extinguishment | 0 | 0 | |||
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | 36.3 | 25.5 | 89.7 | 63.3 | |
Income tax expense (benefit) | 11.6 | 2.8 | 20.3 | 7.7 | |
Earnings (loss) before equity in (earnings) loss of consolidated and unconsolidated entities | 24.7 | 22.7 | 69.4 | 55.6 | |
Equity in (earnings) loss of consolidated entities | 1.1 | (1.5) | (1) | (4.4) | |
Equity in (earnings) loss of unconsolidated entity | 0 | 0 | 0 | 0 | |
Net earnings (loss) from continuing operations | 23.6 | 24.2 | 70.4 | 60 | |
Net earnings (loss) | (55.8) | 19.2 | (30.7) | 47.4 | |
Loss from discontinued operations, net of tax | (79.4) | (5) | (101.1) | (12.6) | |
Less: net earnings (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 | |
Net earnings (loss) attributable to Quad common shareholders | (55.8) | 19.2 | (30.7) | 47.4 | |
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Long-term liabilities of discontinued operations | 0 | 0 | 0 | ||
Current liabilities of discontinued operations | 0 | 0 | 0 | ||
Long-term assets of discontinued operations | 0 | 0 | 0 | ||
Current assets of discontinued operations | 0 | 0 | $ 0 | ||
Income Statement [Abstract] | |||||
Net sales | 118.7 | 110.3 | 363.6 | 337.2 | |
Cost of sales | 91 | 84.5 | 286.9 | 261.5 | |
Selling, general and administrative expenses | 14.5 | 11.8 | 40 | 34.3 | |
Depreciation and amortization | 6.6 | 7.9 | 20.1 | 19.7 | |
Restructuring, impairment and transaction-related charges | 2.3 | 2.1 | 7.5 | 4.8 | |
Total operating expenses | 114.4 | 106.3 | 354.5 | 320.3 | |
Operating income (loss) from continuing operations | 4.3 | 4 | 9.1 | 16.9 | |
Interest expense | 1.2 | 1.3 | 3.7 | 3.9 | |
Net pension income | 0 | 0 | 0 | 0 | |
Loss (gain) on debt extinguishment | 0 | 0 | |||
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | 3.1 | 2.7 | 5.4 | 13 | |
Income tax expense (benefit) | 0.8 | 0.5 | 0.3 | 1.2 | |
Earnings (loss) before equity in (earnings) loss of consolidated and unconsolidated entities | 2.3 | 2.2 | 5.1 | 11.8 | |
Equity in (earnings) loss of consolidated entities | 0 | 0 | 0 | 0 | |
Equity in (earnings) loss of unconsolidated entity | 0.1 | (0.2) | 0.9 | (0.7) | |
Net earnings (loss) from continuing operations | 2.2 | 2.4 | 4.2 | 12.5 | |
Net earnings (loss) | 2.2 | 2.4 | 4.2 | 12.5 | |
Loss from discontinued operations, net of tax | 0 | 0 | 0 | 0 | |
Less: net earnings (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) | |
Net earnings (loss) attributable to Quad common shareholders | $ 2.1 | $ 3.3 | $ 4.3 | $ 13.3 |
Separate Financial Informatio_5
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Condensed Consolidating Statement of Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net earnings (loss) from continuing operations | $ (47) | $ 27.5 | $ (62.8) | $ 41.1 |
Net earnings (loss) | (126.4) | 22.5 | (163.9) | 28.5 |
Other comprehensive income (loss), net of tax | (9.7) | 1.4 | (15.8) | (4.7) |
Total comprehensive income (loss) | (136.1) | 23.9 | (179.7) | 23.8 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) |
Comprehensive (loss) income attributable to Quad common shareholders | (136.2) | 24.8 | (179.6) | 24.6 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net earnings (loss) from continuing operations | 53.7 | (22.5) | 26.4 | (60.7) |
Net earnings (loss) | 53.7 | (22.5) | 26.4 | (60.7) |
Other comprehensive income (loss), net of tax | 8.9 | 2.3 | 8.2 | 14.6 |
Total comprehensive income (loss) | 62.6 | (20.2) | 34.6 | (46.1) |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive (loss) income attributable to Quad common shareholders | 62.6 | (20.2) | 34.6 | (46.1) |
Quad/Graphics, Inc. | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net earnings (loss) from continuing operations | (126.5) | 23.4 | (163.8) | 29.3 |
Net earnings (loss) | (126.5) | 23.4 | (163.8) | 29.3 |
Other comprehensive income (loss), net of tax | (9.7) | 1.4 | (15.8) | (4.7) |
Total comprehensive income (loss) | (136.2) | 24.8 | (179.6) | 24.6 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive (loss) income attributable to Quad common shareholders | (136.2) | 24.8 | (179.6) | 24.6 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net earnings (loss) from continuing operations | 23.6 | 24.2 | 70.4 | 60 |
Net earnings (loss) | (55.8) | 19.2 | (30.7) | 47.4 |
Other comprehensive income (loss), net of tax | (1.6) | (1.9) | (2.2) | (4.8) |
Total comprehensive income (loss) | (57.4) | 17.3 | (32.9) | 42.6 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive (loss) income attributable to Quad common shareholders | (57.4) | 17.3 | (32.9) | 42.6 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net earnings (loss) from continuing operations | 2.2 | 2.4 | 4.2 | 12.5 |
Net earnings (loss) | 2.2 | 2.4 | 4.2 | 12.5 |
Other comprehensive income (loss), net of tax | (7.3) | (0.4) | (6) | (9.8) |
Total comprehensive income (loss) | (5.1) | 2 | (1.8) | 2.7 |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0.1 | (0.9) | (0.1) | (0.8) |
Comprehensive (loss) income attributable to Quad common shareholders | $ (5.2) | $ 2.9 | $ (1.7) | $ 3.5 |
Separate Financial Informatio_6
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||||
Cash and cash equivalents | $ 18.2 | $ 69.5 | $ 6.3 | $ 64.4 |
Receivables, less allowances for doubtful accounts | 472 | 497.6 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 288.6 | 279 | ||
Other current assets | 46.4 | 45.2 | ||
Current assets of discontinued operations | 39.8 | 55.3 | ||
Total current assets | 865 | 946.6 | ||
Property, plant and equipment—net | 1,079.6 | 1,149.1 | ||
Investment in consolidated entities | 0 | 0 | ||
Goodwill and intangible assets—net | 252.7 | 157.1 | ||
Intercompany loan receivable | 0 | 0 | ||
Other long-term assets | 247.2 | 93.2 | ||
Long-term assets of discontinued operations | 23.5 | 123.1 | ||
Total assets | 2,468 | 2,469.1 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Accounts payable | 416.3 | 496.3 | ||
Intercompany accounts payable | 0 | 0 | ||
Short-term debt and current portion of long-term debt and lease obligations | 106.8 | 46.5 | ||
Other current liabilities | 277.3 | 285.1 | ||
Current liabilities of discontinued operations | 18.5 | 23.4 | ||
Total current liabilities | 818.9 | 851.3 | ||
Long-term debt and lease obligations | 1,192.5 | 889.3 | ||
Intercompany loan payable | 0 | 0 | ||
Other long-term liabilities | 212.5 | 263.9 | ||
Long-term liabilities of discontinued operations | 3.1 | 4.4 | ||
Total liabilities | 2,227 | 2,008.9 | ||
Total shareholders’ equity and noncontrolling interests | 241 | 460.2 | ||
Total liabilities and shareholders’ equity | 2,468 | 2,469.1 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, less allowances for doubtful accounts | 0 | 0 | ||
Intercompany receivables | (230.7) | (171.6) | ||
Inventories | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Current assets of discontinued operations | 0 | 0 | ||
Total current assets | (230.7) | (171.6) | ||
Property, plant and equipment—net | 0 | 0 | ||
Investment in consolidated entities | (871.9) | (773.7) | ||
Goodwill and intangible assets—net | 0 | 0 | ||
Intercompany loan receivable | (64.7) | (109.7) | ||
Other long-term assets | 0 | 0 | ||
Long-term assets of discontinued operations | 0 | 0 | ||
Total assets | (1,167.3) | (1,055) | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Accounts payable | 0 | 0 | ||
Intercompany accounts payable | (230.7) | (171.6) | ||
Short-term debt and current portion of long-term debt and lease obligations | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Current liabilities of discontinued operations | 0 | 0 | ||
Total current liabilities | (230.7) | (171.6) | ||
Long-term debt and lease obligations | 0 | 0 | ||
Intercompany loan payable | (64.7) | (109.7) | ||
Other long-term liabilities | 0 | 0 | ||
Long-term liabilities of discontinued operations | 0 | 0 | ||
Total liabilities | (295.4) | (281.3) | ||
Total shareholders’ equity and noncontrolling interests | (871.9) | (773.7) | ||
Total liabilities and shareholders’ equity | (1,167.3) | (1,055) | ||
Quad/Graphics, Inc. | ||||
ASSETS | ||||
Cash and cash equivalents | 6.7 | 60.3 | 1.8 | 51.7 |
Receivables, less allowances for doubtful accounts | 356.6 | 347.1 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 141.8 | 108.6 | ||
Other current assets | 33.4 | 34.3 | ||
Current assets of discontinued operations | 0 | 0 | ||
Total current assets | 538.5 | 550.3 | ||
Property, plant and equipment—net | 618.2 | 647.7 | ||
Investment in consolidated entities | 851.9 | 757 | ||
Goodwill and intangible assets—net | 1.7 | 1.7 | ||
Intercompany loan receivable | 64.7 | 109.7 | ||
Other long-term assets | 54.7 | 42.5 | ||
Long-term assets of discontinued operations | 0 | 0 | ||
Total assets | 2,129.7 | 2,108.9 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Accounts payable | 244 | 250.8 | ||
Intercompany accounts payable | 230.7 | 171.6 | ||
Short-term debt and current portion of long-term debt and lease obligations | 63.4 | 28.2 | ||
Other current liabilities | 169.9 | 182.6 | ||
Current liabilities of discontinued operations | 0 | 0 | ||
Total current liabilities | 708 | 633.2 | ||
Long-term debt and lease obligations | 1,103.7 | 875.2 | ||
Intercompany loan payable | 0 | 0 | ||
Other long-term liabilities | 77 | 140.3 | ||
Long-term liabilities of discontinued operations | 0 | 0 | ||
Total liabilities | 1,888.7 | 1,648.7 | ||
Total shareholders’ equity and noncontrolling interests | 241 | 460.2 | ||
Total liabilities and shareholders’ equity | 2,129.7 | 2,108.9 | ||
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 2.3 | 2.9 | 0 | 2 |
Receivables, less allowances for doubtful accounts | 32.2 | 63.1 | ||
Intercompany receivables | 191.8 | 142.8 | ||
Inventories | 94.9 | 99.4 | ||
Other current assets | 2.4 | 1.7 | ||
Current assets of discontinued operations | 39.8 | 55.3 | ||
Total current assets | 363.4 | 365.2 | ||
Property, plant and equipment—net | 321 | 343.3 | ||
Investment in consolidated entities | 20 | 16.7 | ||
Goodwill and intangible assets—net | 202.4 | 101.2 | ||
Intercompany loan receivable | 0 | 0 | ||
Other long-term assets | 137.3 | 5.7 | ||
Long-term assets of discontinued operations | 23.5 | 123.1 | ||
Total assets | 1,067.6 | 955.2 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Accounts payable | 87.8 | 137.8 | ||
Intercompany accounts payable | 0 | 0 | ||
Short-term debt and current portion of long-term debt and lease obligations | 31.5 | 0.7 | ||
Other current liabilities | 66.1 | 57.5 | ||
Current liabilities of discontinued operations | 18.5 | 23.4 | ||
Total current liabilities | 203.9 | 219.4 | ||
Long-term debt and lease obligations | 67.9 | 1 | ||
Intercompany loan payable | 0 | 42 | ||
Other long-term liabilities | 122.1 | 114.6 | ||
Long-term liabilities of discontinued operations | 3.1 | 4.4 | ||
Total liabilities | 397 | 381.4 | ||
Total shareholders’ equity and noncontrolling interests | 670.6 | 573.8 | ||
Total liabilities and shareholders’ equity | 1,067.6 | 955.2 | ||
Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 9.2 | 6.3 | $ 4.5 | $ 10.7 |
Receivables, less allowances for doubtful accounts | 83.2 | 87.4 | ||
Intercompany receivables | 38.9 | 28.8 | ||
Inventories | 51.9 | 71 | ||
Other current assets | 10.6 | 9.2 | ||
Current assets of discontinued operations | 0 | 0 | ||
Total current assets | 193.8 | 202.7 | ||
Property, plant and equipment—net | 140.4 | 158.1 | ||
Investment in consolidated entities | 0 | 0 | ||
Goodwill and intangible assets—net | 48.6 | 54.2 | ||
Intercompany loan receivable | 0 | 0 | ||
Other long-term assets | 55.2 | 45 | ||
Long-term assets of discontinued operations | 0 | 0 | ||
Total assets | 438 | 460 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Accounts payable | 84.5 | 107.7 | ||
Intercompany accounts payable | 0 | 0 | ||
Short-term debt and current portion of long-term debt and lease obligations | 11.9 | 17.6 | ||
Other current liabilities | 41.3 | 45 | ||
Current liabilities of discontinued operations | 0 | 0 | ||
Total current liabilities | 137.7 | 170.3 | ||
Long-term debt and lease obligations | 20.9 | 13.1 | ||
Intercompany loan payable | 64.7 | 67.7 | ||
Other long-term liabilities | 13.4 | 9 | ||
Long-term liabilities of discontinued operations | 0 | 0 | ||
Total liabilities | 236.7 | 260.1 | ||
Total shareholders’ equity and noncontrolling interests | 201.3 | 199.9 | ||
Total liabilities and shareholders’ equity | $ 438 | $ 460 |
Separate Financial Informatio_7
Separate Financial Information of Subsidiary Guarantors of Indebtedness (Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net cash from (used in) operating activities | $ 4.1 | $ 46.6 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (98.5) | (85) |
Acquisition related investing activities | (121) | (71.4) |
Intercompany investing activities | 0 | 0 |
Other investing activities | 23.7 | 36.8 |
Net cash used in investing activities | (195.8) | (119.6) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 1,284.1 | 0.3 |
Payments of long-term debt and finance lease obligations | (1,073.5) | (32.7) |
Borrowings on revolving credit facilities | 3,171.3 | 1,830 |
Payments on revolving credit facilities | (3,160.1) | (1,691.9) |
Purchases of treasury stock | 0 | (36.7) |
Payment of cash dividends | (49.2) | (47.5) |
Intercompany financing activities | 0 | 0 |
Other financing activities | (32.1) | (4.9) |
Net cash provided by financing activities | 140.5 | 16.6 |
Effect of exchange rates on cash and cash equivalents | (0.1) | (1.7) |
Net decrease in cash and cash equivalents | (51.3) | (58.1) |
Cash and cash equivalents at beginning of period | 69.5 | 64.4 |
Cash and cash equivalents at end of period | 18.2 | 6.3 |
Eliminations | ||
OPERATING ACTIVITIES | ||
Net cash from (used in) operating activities | 0 | 0 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | 0 | 0 |
Acquisition related investing activities | 0 | 0 |
Intercompany investing activities | 296 | 137.4 |
Other investing activities | 0 | 0 |
Net cash used in investing activities | 296 | 137.4 |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 0 | 0 |
Payments of long-term debt and finance lease obligations | 0 | 0 |
Borrowings on revolving credit facilities | 0 | 0 |
Payments on revolving credit facilities | 0 | 0 |
Purchases of treasury stock | 0 | |
Payment of cash dividends | 0 | 0 |
Intercompany financing activities | (296) | (137.4) |
Other financing activities | 0 | 0 |
Net cash provided by financing activities | (296) | (137.4) |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Quad/Graphics, Inc. | ||
OPERATING ACTIVITIES | ||
Net cash from (used in) operating activities | (31.5) | 34.7 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (42.5) | (18.4) |
Acquisition related investing activities | 0 | 0 |
Intercompany investing activities | (199.1) | (138.7) |
Other investing activities | 1.2 | 22.3 |
Net cash used in investing activities | (240.4) | (134.8) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 1,277.6 | 0 |
Payments of long-term debt and finance lease obligations | (1,062.2) | (26.6) |
Borrowings on revolving credit facilities | 3,157.8 | 1,813.9 |
Payments on revolving credit facilities | (3,138.4) | (1,677.8) |
Purchases of treasury stock | (36.7) | |
Payment of cash dividends | (49.2) | (47.5) |
Intercompany financing activities | 64.8 | 29.8 |
Other financing activities | (32.1) | (4.9) |
Net cash provided by financing activities | 218.3 | 50.2 |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (53.6) | (49.9) |
Cash and cash equivalents at beginning of period | 60.3 | 51.7 |
Cash and cash equivalents at end of period | 6.7 | 1.8 |
Guarantor Subsidiaries | ||
OPERATING ACTIVITIES | ||
Net cash from (used in) operating activities | 39 | (0.7) |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (49.7) | (41.5) |
Acquisition related investing activities | (120.7) | (76.4) |
Intercompany investing activities | (96.6) | 1.8 |
Other investing activities | 20.8 | 10 |
Net cash used in investing activities | (246.2) | (106.1) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 0 | 0 |
Payments of long-term debt and finance lease obligations | (5.2) | (1) |
Borrowings on revolving credit facilities | 0 | 0 |
Payments on revolving credit facilities | 0 | 0 |
Purchases of treasury stock | 0 | |
Payment of cash dividends | 0 | 0 |
Intercompany financing activities | 211.8 | 105.8 |
Other financing activities | 0 | 0 |
Net cash provided by financing activities | 206.6 | 104.8 |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
Net decrease in cash and cash equivalents | (0.6) | (2) |
Cash and cash equivalents at beginning of period | 2.9 | 2 |
Cash and cash equivalents at end of period | 2.3 | 0 |
Non-Guarantor Subsidiaries | ||
OPERATING ACTIVITIES | ||
Net cash from (used in) operating activities | (3.4) | 12.6 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (6.3) | (25.1) |
Acquisition related investing activities | (0.3) | 5 |
Intercompany investing activities | (0.3) | (0.5) |
Other investing activities | 1.7 | 4.5 |
Net cash used in investing activities | (5.2) | (16.1) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of long-term debt | 6.5 | 0.3 |
Payments of long-term debt and finance lease obligations | (6.1) | (5.1) |
Borrowings on revolving credit facilities | 13.5 | 16.1 |
Payments on revolving credit facilities | (21.7) | (14.1) |
Purchases of treasury stock | 0 | |
Payment of cash dividends | 0 | 0 |
Intercompany financing activities | 19.4 | 1.8 |
Other financing activities | 0 | 0 |
Net cash provided by financing activities | 11.6 | (1) |
Effect of exchange rates on cash and cash equivalents | (0.1) | (1.7) |
Net decrease in cash and cash equivalents | 2.9 | (6.2) |
Cash and cash equivalents at beginning of period | 6.3 | 10.7 |
Cash and cash equivalents at end of period | $ 9.2 | $ 4.5 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Oct. 29, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | |||||||
Cash dividend declared (USD per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | |
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Cash dividend declared (USD per share) | $ 0.15 |