Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | |
Entity Address, Address Line One | N61 W23044 Harry’s Way | |
Entity Address, City or Town | Sussex | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53089-3995 | |
City Area Code | 414 | |
Local Phone Number | 566-6000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.025 per share | |
Trading Symbol | QUAD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001481792 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 41,058,923 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,556,858 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total net sales | $ 706.1 | $ 679.3 | $ 2,105.8 | $ 2,086.3 |
Total cost of sales | 574.1 | 543.3 | 1,688.1 | 1,651.9 |
Operating expenses | ||||
Selling, general and administrative expenses | 68.7 | 75.1 | 229.3 | 238 |
Gains from sale and leaseback | (10.8) | 0 | (24.5) | 0 |
Depreciation and amortization | 38.7 | 44.8 | 119.3 | 138.9 |
Restructuring, impairment and transaction-related charges | 7.4 | 9.8 | (3.4) | 49 |
Total operating expenses | 678.1 | 673 | 2,008.8 | 2,077.8 |
Operating income from continuing operations | 28 | 6.3 | 97 | 8.5 |
Interest expense | 15 | 17.9 | 45.1 | 52.2 |
Net pension income | (3.4) | (2.7) | (11) | (8) |
Loss on debt extinguishment | 0 | 0 | 0 | 1.8 |
Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity | 16.4 | (8.9) | 62.9 | (37.5) |
Income tax expense (benefit) | 2.3 | (12) | 4.1 | (17.5) |
Earnings (loss) from continuing operations before equity in (earnings) loss of unconsolidated entity | 14.1 | 3.1 | 58.8 | (20) |
Equity in (earnings) loss of unconsolidated entity | (0.2) | 0.4 | (0.1) | 0.9 |
Net earnings (loss) from continuing operations | 14.3 | 1.6 | 58.9 | (34.5) |
Net earnings (loss) from continuing operations | 14.3 | 2.7 | 58.9 | (20.9) |
Loss from discontinued operations, net of tax | 0 | (1.1) | 0 | (13.6) |
Less: net loss attributable to noncontrolling interests | 0 | 0 | 0 | (0.2) |
Net earnings (loss) attributable to Quad common shareholders | $ 14.3 | $ 1.6 | $ 58.9 | $ (34.3) |
Earnings Per Share [Abstract] | ||||
Earnings (loss) per share attributable to Quad common shareholders, basic, continuing operations (USD per share) | $ 0.28 | $ 0.05 | $ 1.15 | $ (0.41) |
Earnings (loss) per share attributable to Quad common shareholders, basic, discontinued operations (USD per share) | 0 | (0.02) | 0 | (0.27) |
Basic earnings (loss) per share attributable to Quad common shareholders (USD per share) | 0.28 | 0.03 | 1.15 | (0.68) |
Earnings (loss) per share attributable to Quad common shareholders, diluted, continuing operations (USD per share) | 0.27 | 0.05 | 1.12 | (0.41) |
Earnings (loss) per share attributable to Quad common shareholders, diluted, discontinued operations (USD per share) | 0 | (0.02) | 0 | (0.27) |
Diluted earnings (loss) per share attributable to Quad common shareholders (USD per share) | $ 0.27 | $ 0.03 | $ 1.12 | $ (0.68) |
Weighted average number of common shares outstanding, basic (in shares) | 51.3 | 50.7 | 51.3 | 50.6 |
Weighted average number of common shares outstanding, diluted (in shares) | 53.1 | 51.1 | 52.8 | 50.6 |
Products | ||||
Total net sales | $ 540.6 | $ 493.5 | $ 1,578.2 | $ 1,586.2 |
Total cost of sales | 453.3 | 410.1 | 1,295.3 | 1,296.7 |
Services | ||||
Total net sales | 165.5 | 185.8 | 527.6 | 500.1 |
Total cost of sales | $ 120.8 | $ 133.2 | $ 392.8 | $ 355.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 14.3 | $ 1.6 | $ 58.9 | $ (34.5) |
Other comprehensive income (loss) | ||||
Translation adjustments | (5.3) | 4.2 | (9.1) | (9) |
Interest rate swap adjustments | 1.7 | 1.8 | 5.3 | (9.3) |
Pension benefit plan adjustments | 0.2 | 0 | 0.9 | 0 |
Other comprehensive income (loss), before tax | (3.4) | 6 | (2.9) | (18.3) |
Income tax impact related to items of other comprehensive income (loss) | 0 | (0.5) | 0 | 2.3 |
Other comprehensive income (loss), net of tax | (3.4) | 5.5 | (2.9) | (16) |
Total comprehensive income (loss) | 10.9 | 7.1 | 56 | (50.5) |
Less: comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | (0.2) |
Comprehensive income (loss) attributable to Quad common shareholders | $ 10.9 | $ 7.1 | $ 56 | $ (50.3) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 27.4 | $ 55.2 |
Receivables, less allowance for credit losses of $31.0 million at September 30, 2021, and $33.8 million at December 31, 2020 | 392.5 | 399.1 |
Inventories | 240.9 | 170.2 |
Prepaid expenses and other current assets | 82.2 | 54.7 |
Total current assets | 743 | 679.2 |
Property, plant and equipment—net | 746.6 | 884.2 |
Operating lease right-of-use assets—net | 109 | 81 |
Goodwill | 86.4 | 103 |
Other intangible assets—net | 82 | 104.3 |
Equity method investment in unconsolidated entity | 2.5 | 2.6 |
Other long-term assets | 72.5 | 73.4 |
Total assets | 1,842 | 1,927.7 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Accounts payable | 341.3 | 320 |
Other current liabilities | 237.8 | 310.8 |
Short-term debt and current portion of long-term debt | 258.5 | 20.7 |
Current portion of finance lease obligations | 2.2 | 2.8 |
Current portion of operating lease obligations | 27.9 | 28.4 |
Liabilities, Current, Total | 867.7 | 682.7 |
Long-term debt | 563.8 | 902.7 |
Finance lease obligations | 1.6 | 2 |
Operating lease obligations | 83.1 | 54.5 |
Deferred income taxes | 9.5 | 4.2 |
Other long-term liabilities | 171.6 | 196.8 |
Liabilities, Total | 1,697.3 | 1,842.9 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 838.1 | 833.1 |
Treasury stock, at cost | (13.6) | (13.1) |
Accumulated deficit | (507) | (566) |
Accumulated other comprehensive loss | (174.2) | (171.3) |
Quad’s shareholders’ equity | 144.7 | 84.1 |
Noncontrolling interests | 0 | 0.7 |
Total shareholders’ equity and noncontrolling interests | 144.7 | 84.8 |
Total liabilities and shareholders’ equity | 1,842 | 1,927.7 |
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, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 31 | $ 33.8 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | |||||
Net earnings (loss) | $ 14.3 | $ 1.6 | $ 58.9 | $ (34.5) | |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 119.3 | 138.9 | |||
Impairment charges | 2 | 15.7 | |||
Settlement charges on pension plans | 0.8 | 0 | |||
Amortization of debt issuance costs and original issue discount | 2.3 | 1.9 | |||
Loss on debt extinguishment | 0 | 0 | 0 | 1.8 | |
Stock-based compensation | 2 | 2.6 | 6.6 | 8.2 | |
Gain from property insurance claims | (13.3) | (4.2) | |||
Gain on the sale of businesses | (20.9) | (0.1) | |||
Gain on the sale or disposal of property, plant and equipment | (34.4) | (2.3) | |||
Deferred income taxes | 3.9 | 27.2 | |||
Equity in (earnings) loss of unconsolidated entity | (0.2) | 0.4 | (0.1) | 0.9 | |
Changes in operating assets and liabilities—net of acquisitions and divestitures | (103) | (46.1) | |||
Net cash provided by operating activities | 22.1 | 107.4 | |||
INVESTING ACTIVITIES | |||||
Purchases of property, plant and equipment | (41.6) | (50.7) | |||
Cost investment in unconsolidated entities | (0.9) | (0.5) | |||
Proceeds from the sale of property, plant and equipment | 67.1 | 6 | |||
Proceeds from the sale of businesses | 39 | 47.1 | |||
Proceeds from property insurance claims | 4 | 4.8 | |||
Acquisition of businesses—net of cash acquired | 0 | (2) | |||
Other investing activities | (0.2) | 2.3 | |||
Net cash provided by investing activities | 67.4 | 7 | |||
FINANCING ACTIVITIES | |||||
Proceeds from issuance of long-term debt | 0 | 1 | |||
Payments of long-term debt | (109.1) | (69.5) | |||
Payments of finance lease obligations | (2.4) | (6.5) | |||
Borrowings on revolving credit facilities | 214.1 | 341.9 | |||
Payments on revolving credit facilities | (207.2) | (347.3) | |||
Payments of debt issuance costs and financing fees | 0 | (2.7) | |||
Changes in ownership of noncontrolling interests | (1.9) | (6.4) | |||
Equity awards redeemed to pay employees’ tax obligations | (1.1) | (1) | |||
Payment of cash dividends | (1.4) | (9.5) | |||
Other financing activities | (8.1) | 0.1 | |||
Net cash used in financing activities | (117.1) | (99.9) | |||
Effect of exchange rates on cash and cash equivalents | (0.2) | (0.3) | |||
Net (decrease) increase in cash and cash equivalents | (27.8) | 14.2 | |||
Cash and cash equivalents at beginning of period | 55.2 | 78.7 | $ 78.7 | ||
Cash and cash equivalents at end of period | $ 27.4 | $ 92.9 | $ 27.4 | $ 92.9 | $ 55.2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity and Noncontrolling Interests - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Common StockCumulative Effect, Period Of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period Of Adoption, Adjusted Balance | Treasury Stock | Treasury StockCumulative Effect, Period Of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period Of Adoption, Adjustment | Accumulated DeficitCumulative Effect, Period Of Adoption, Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossCumulative Effect, Period Of Adoption, Adjusted Balance | Quad’s Shareholders’ Equity | Quad’s Shareholders’ EquityCumulative Effect, Period Of Adoption, Adjustment | Quad’s Shareholders’ EquityCumulative Effect, Period Of Adoption, Adjusted Balance | Noncontrolling Interests | Noncontrolling InterestsCumulative Effect, Period Of Adoption, Adjusted Balance |
Beginning balance, shares at Dec. 31, 2019 | 54.3 | 54.3 | (1.6) | (1.6) | |||||||||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2019 | $ 1.4 | $ 1.4 | $ 847.4 | $ 847.4 | $ (31.5) | $ (31.5) | $ (423.5) | $ (6.3) | $ (429.8) | $ (167.2) | $ (167.2) | $ 226.6 | $ (6.3) | $ 220.3 | $ 17.7 | $ 17.7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | (12.4) | (12.4) | 0 | ||||||||||||||
Changes in ownership of noncontrolling interests | 0.1 | ||||||||||||||||
Foreign currency translation adjustments | (15.3) | (15.3) | |||||||||||||||
Interest rate swap adjustments | (8.3) | (8.3) | |||||||||||||||
Cash dividends declared | (7.9) | (7.9) | |||||||||||||||
Stock-based compensation | 3.1 | 3.1 | |||||||||||||||
Issuance of share-based awards, net of other activity, shares | 0.1 | 1.1 | |||||||||||||||
Issuance of share-based awards, net of other activity | (19.8) | $ 19.8 | 0 | ||||||||||||||
Awards redeemed to pay employees' tax obligations, shares | (0.2) | ||||||||||||||||
Awards redeemed to pay employees’ tax obligations | $ (1) | (1) | |||||||||||||||
Ending balance, shares at Mar. 31, 2020 | 54.4 | (0.7) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Mar. 31, 2020 | $ 1.4 | 830.7 | $ (12.7) | (450.1) | (190.8) | 178.5 | 17.8 | ||||||||||
Beginning balance, shares at Dec. 31, 2019 | 54.3 | 54.3 | (1.6) | (1.6) | |||||||||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2019 | $ 1.4 | $ 1.4 | 847.4 | $ 847.4 | $ (31.5) | $ (31.5) | (423.5) | $ (6.3) | $ (429.8) | (167.2) | $ (167.2) | 226.6 | $ (6.3) | $ 220.3 | 17.7 | $ 17.7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | $ (34.3) | ||||||||||||||||
Interest rate swap adjustments | (9.3) | ||||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 54.4 | (0.7) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2020 | $ 1.4 | 830.6 | $ (13) | (472) | (183.2) | 163.8 | 0.7 | ||||||||||
Beginning balance, shares at Mar. 31, 2020 | 54.4 | (0.7) | |||||||||||||||
Beginning balance, Quad's shareholders equity at Mar. 31, 2020 | $ 1.4 | 830.7 | $ (12.7) | (450.1) | (190.8) | 178.5 | 17.8 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | (23.5) | (23.5) | (0.2) | ||||||||||||||
Changes in ownership of noncontrolling interests | (5.4) | (5.4) | (16.9) | ||||||||||||||
Foreign currency translation adjustments | 2.1 | 2.1 | |||||||||||||||
Stock-based compensation | 2.7 | 2.7 | |||||||||||||||
Issuance of share-based awards, net of other activity | 0 | $ (0.2) | (0.2) | ||||||||||||||
Ending balance, shares at Jun. 30, 2020 | 54.4 | (0.7) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Jun. 30, 2020 | $ 1.4 | 828 | $ (12.9) | (473.6) | (188.7) | 154.2 | 0.7 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | 1.6 | 1.6 | 1.6 | 0 | |||||||||||||
Foreign currency translation adjustments | 4.2 | 4.2 | |||||||||||||||
Interest rate swap adjustments | 1.8 | 1.3 | 1.3 | ||||||||||||||
Stock-based compensation | 2.6 | 2.6 | |||||||||||||||
Issuance of share-based awards, net of other activity | 0 | $ (0.1) | (0.1) | ||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 54.4 | (0.7) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2020 | $ 1.4 | 830.6 | $ (13) | (472) | (183.2) | 163.8 | 0.7 | ||||||||||
Beginning balance, shares at Dec. 31, 2020 | 54.4 | (0.8) | |||||||||||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2020 | 84.1 | $ 1.4 | 833.1 | $ (13.1) | (566) | (171.3) | 84.1 | 0.7 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | 10.2 | 10.2 | |||||||||||||||
Foreign currency translation adjustments | (6) | (6) | |||||||||||||||
Interest rate swap adjustments | 1.8 | 1.8 | |||||||||||||||
Stock-based compensation | 3 | 3 | |||||||||||||||
Issuance of share-based awards, net of other activity, shares | 1.3 | 0 | |||||||||||||||
Issuance of share-based awards, net of other activity | (0.6) | $ 1 | 0.4 | ||||||||||||||
Awards redeemed to pay employees' tax obligations, shares | (0.2) | ||||||||||||||||
Awards redeemed to pay employees’ tax obligations | $ (1.1) | (1.1) | |||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 55.7 | (1) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Mar. 31, 2021 | $ 1.4 | 835.5 | $ (13.2) | (555.8) | (175.5) | 92.4 | 0.7 | ||||||||||
Beginning balance, shares at Dec. 31, 2020 | 54.4 | (0.8) | |||||||||||||||
Beginning balance, Quad's shareholders equity at Dec. 31, 2020 | 84.1 | $ 1.4 | 833.1 | $ (13.1) | (566) | (171.3) | 84.1 | 0.7 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | 58.9 | ||||||||||||||||
Interest rate swap adjustments | 5.3 | ||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 55.7 | (1.1) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2021 | 144.7 | $ 1.4 | 838.1 | $ (13.6) | (507) | (174.2) | 144.7 | 0 | |||||||||
Beginning balance, shares at Mar. 31, 2021 | 55.7 | (1) | |||||||||||||||
Beginning balance, Quad's shareholders equity at Mar. 31, 2021 | $ 1.4 | 835.5 | $ (13.2) | (555.8) | (175.5) | 92.4 | 0.7 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | 34.4 | 34.4 | 0 | ||||||||||||||
Changes in ownership of noncontrolling interests | (1.1) | (1.1) | (0.7) | ||||||||||||||
Foreign currency translation adjustments | 2.2 | 2.2 | |||||||||||||||
Interest rate swap adjustments | 1.8 | 1.8 | |||||||||||||||
Pension benefit plan liability adjustments, net of tax | 0.7 | 0.7 | |||||||||||||||
Cash dividends declared | 0.1 | 0.1 | |||||||||||||||
Stock-based compensation | 1.6 | 1.6 | |||||||||||||||
Issuance of share-based awards, net of other activity, shares | (0.1) | ||||||||||||||||
Issuance of share-based awards, net of other activity | 0.4 | $ (0.4) | 0 | ||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 55.7 | (1.1) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Jun. 30, 2021 | $ 1.4 | 836.4 | $ (13.6) | (521.3) | (170.8) | 132.1 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net earnings (loss) attributable to Quad common shareholders | 14.3 | 14.3 | 14.3 | 0 | |||||||||||||
Foreign currency translation adjustments | (5.3) | (5.3) | |||||||||||||||
Interest rate swap adjustments | 1.7 | 1.7 | 1.7 | ||||||||||||||
Pension benefit plan liability adjustments, net of tax | 0.2 | 0.2 | |||||||||||||||
Stock-based compensation | 2 | 2 | |||||||||||||||
Issuance of share-based awards, net of other activity | (0.3) | $ 0 | (0.3) | ||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 55.7 | (1.1) | |||||||||||||||
Ending balance, Quad's shareholders' equity at Sep. 30, 2021 | $ 144.7 | $ 1.4 | $ 838.1 | $ (13.6) | $ (507) | $ (174.2) | $ 144.7 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity and Noncontroling Interests (Parenthetical) | Jan. 01, 2020 |
Statement of Stockholders' Equity [Abstract] | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020, and notes thereto included in the Company’s latest Annual Report on Form 10-K filed with the SEC on February 24, 2021. 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 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, 2021 and 2020. 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 Book business are reported as discontinued operations for the three and nine months ended September 30, 2020, in accordance with Accounting Standards Codification (“ASC”) 205-20 — Discontinued Operations . The sale of the Book business was completed during 2020. The financial information pertaining to discontinued operations has been excluded from all relevant notes to the consolidated financial statements, unless otherwise noted. See all required disclosures and further information in Note 4, “Discontinued Operations” for information about the Company’s sale of its Book business. Coronavirus (“COVID-19”) Pandemic Impacts and Response - The COVID-19 pandemic has had a negative impact on the Company’s business, financial condition, cash flows, results of operations and supply chain, although the full extent is still uncertain. Throughout the pandemic, the Company implemented cost reduction and cash conservation initiatives in response to the impact of the COVID-19 pandemic on its business. The Company also amended its Senior Secured Credit Facility during the second quarter of 2020 to provide for certain financial covenant relief through the fiscal quarter ended September 30, 2021. During the third quarter of 2021, with ongoing advancements against the COVID-19 pandemic, the effects on the Company have lessened from previous periods, particularly from the heavily impacted second and third quarters of 2020. The Company is continuing to evaluate the impact and may implement additional cost reduction measures as necessary. The ultimate impact of COVID-19 on the Company’s business, financial condition, cash flows, results of operations and supply chain will depend on future developments, including the duration of the pandemic and the related length of its impact on the global economy, all of which are still highly uncertain. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: United States Print International Total Three months ended September 30, 2021 Catalog, publications, retail inserts, and directories $ 321.3 $ 58.2 $ 379.5 Direct mail and other printed products 140.8 18.3 159.1 Other 1.8 0.2 2.0 Total products 463.9 76.7 540.6 Logistics services 71.4 4.9 76.3 Imaging, marketing services and other services 89.0 0.2 89.2 Total services 160.4 5.1 165.5 Total net sales $ 624.3 $ 81.8 $ 706.1 Three months ended September 30, 2020 Catalog, publications, retail inserts, and directories $ 289.8 $ 54.9 $ 344.7 Direct mail and other printed products 134.5 12.6 147.1 Other 1.3 0.4 1.7 Total products 425.6 67.9 493.5 Logistics services 97.9 4.2 102.1 Imaging, marketing services and other services 83.7 — 83.7 Total services 181.6 4.2 185.8 Total net sales $ 607.2 $ 72.1 $ 679.3 United States Print International Total Nine months ended September 30, 2021 Catalog, publications, retail inserts, and directories $ 950.8 $ 166.2 $ 1,117.0 Direct mail and other printed products 401.2 54.1 455.3 Other 5.1 0.8 5.9 Total products 1,357.1 221.1 1,578.2 Logistics services 257.7 14.3 272.0 Imaging, marketing services and other services 255.0 0.6 255.6 Total services 512.7 14.9 527.6 Total net sales $ 1,869.8 $ 236.0 $ 2,105.8 Nine months ended September 30, 2020 Catalog, publications, retail inserts, and directories $ 987.7 $ 163.8 $ 1,151.5 Direct mail and other printed products 391.4 39.3 430.7 Other 3.1 0.9 4.0 Total products 1,382.2 204.0 1,586.2 Logistics services 249.6 11.9 261.5 Imaging, marketing services and other services 238.5 0.1 238.6 Total services 488.1 12.0 500.1 Total net sales $ 1,870.3 $ 216.0 $ 2,086.3 Nature of Products and Services The Company recognizes its products and services revenue based on when the transfer of control passes to the client or when the service is completed and accepted by the client. The products offering is predominantly comprised of the Company’s print operations which includes retail inserts, 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 client 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 client 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 impair ment. Activity impacting costs to obtain contracts for the nine months ended September 30, 2021, was as follows: Costs to Obtain Contracts Balance at December 31, 2020 $ 8.7 Costs to obtain contracts — Amortization of costs to obtain contracts (2.8) Balance at September 30, 2021 $ 5.9 |
Strategic Investments
Strategic Investments | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Strategic Investments | Strategic Investments Changes of Ownership in Rise Interactive On June 15, 2020, the Company purchased units of equity in Rise Interactive Media & Analytics, LLC (“Rise”) from a previous holder in the form of a $15.9 million note payable paid in full on October 1, 2020, and $1.0 million cash paid on June 15, 2020. In addition, on June 15, 2020, Rise purchased and retired units of equity from previous holders of Rise for $5.4 million in cash. These transactions resulted in the Company’s ownership interest to change from 57% to 99%. On April 30, 2021, Rise purchased and retired units of equity from previous holders of Rise for $1.9 million in cash. This transaction resulted in the Company’s ownership interest to change from 99% to 100%. The Company began consolidating the results of Rise in the Company’s condensed consolidated financial statements when its equity ownership increased to 57% on March 14, 2018. The portion of Rise’s operating results not owned by the Company of 43% through June 15, 2020 and of 1% from June 15, 2020 through April 30, 2021, was recorded as net earnings (loss) attributable to noncontrolling interests on the condensed consolidated statement of operations. The portion of net assets not owned by the Company was recorded as noncontrolling interests as of the December 31, 2020 condensed consolidated balance sheet. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
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 Company’s transformation strategy. Accordingly, the Company has classified the Book business as a discontinued operation, as required by ASC 205-20 — Discontinued Operations . The Book business primarily 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. On July 1, 2020, the Company completed the sale of its Versailles, Kentucky book manufacturing plant to CJK Group, Inc., which serves book, magazine, catalog and journal publishers, for $7.0 million in cash and the assumption of approximately $3.0 million in finance lease obligation, resulting in a $10.1 million impairment charge related to property, plant and equipment and a $3.0 million gain on the sale of the business during the year ended December 31, 2020. The Company used the proceeds from the sale to reduce debt. On October 31, 2020, the Company completed the sale of its Fairfield, Pennsylvania and Martinsburg, West Virginia book manufacturing plants to Berryville Graphics, a division of Bertelsmann Printing Group USA, a media, services and education company, for $14.2 million in cash, resulting in a loss on the sale of the business of $3.5 million and a $1.4 million impairment charge related to property plant and equipment during the year ended December 31, 2020. The Company used the proceeds from the sale to reduce debt. This sale was the final step in the previously announced strategic decision to divest the Company’s Book business to optimize its product portfolio. The following table summarizes the results of operations, 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, 2020: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Total net sales $ 13.0 $ 74.6 Total cost of sales, excluding depreciation and amortization 12.5 75.6 Selling, general and administrative expenses 0.9 3.9 Restructuring, impairment and transaction-related charges (1) — 12.5 Other expenses, net 0.1 0.2 Loss from discontinued operations before income taxes (0.5) (17.6) Income tax expense (benefit) 0.6 (4.0) Loss from discontinued operations, net of tax $ (1.1) $ (13.6) ______________________________ (1) The Company recognized $11.5 million of impairment charges for tangible property, plant and equipment during the nine months ended September 30, 2020, to reduce the carrying value of the Book business to its fair value, and recognized $1.0 million in employee termination charges during the nine months ended September 30, 2020. The condensed consolidated statement of cash flows for the nine months ended September 30, 2020 has not been adjusted to separately disclose cash flows related to discontinued operations. Cash flows related to the discontinued Book business during the nine months ended September 30, 2020, were as follows: Nine Months Ended September 30, 2020 Cash flows provided by operating activities $ — Cash flows provided by investing activities 5.4 |
Restructuring, Impairment and T
Restructuring, Impairment and Transaction-Related Charges | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Employee termination charges $ 1.0 $ 3.3 $ 8.5 $ 25.4 Impairment charges 0.3 — 2.0 4.2 Transaction-related charges — 0.9 0.4 1.7 Integration costs — 0.2 — 1.3 Other restructuring charges (income) 6.1 5.4 (14.3) 16.4 Total $ 7.4 $ 9.8 $ (3.4) $ 49.0 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 50 plant closures through September 30, 2021. The Company classifies the following charges as restructuring: • Employee termination charges are incurred when the Company reduces its workforce through separation programs and facility consolidations. • Integration costs are incurred primarily for the integration of acquired companies (see Note 3, “Strategic Investments,” for descriptions of the Company’s recent acquisitions and strategic investments). • Other restructuring charges (income) are presented net of the gains on the sale of facilities and a business, including a gain on the sale of the Riverside, California facility during the first quarter of 2021 and gains on the sale of other facilities during the second quarter of 2021. A gain on the sale of the Midland, Michigan facility was recorded during the third quarter of 2020 and a gain on the sale of the Shakopee, Minnesota facility was recorded during the first quarter of 2020. The Company also recognized a $20.9 million gain on the sale of a business during the second quarter of 2021 and a $2.9 million loss on the sale of a business during the first quarter of 2020, which are included within other restructuring activities below. The components of other restructuring charges (income) consisted of the following during the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Vacant facility carrying costs and lease exit charges $ 4.9 $ 2.5 $ 15.1 $ 7.6 Equipment and infrastructure removal costs 0.5 0.1 1.5 1.1 Gains on the sale of facilities — (0.8) (10.1) (1.6) Other restructuring activities 0.7 3.6 (20.8) 9.3 Other restructuring charges (income) $ 6.1 $ 5.4 $ (14.3) $ 16.4 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 $0.3 million and $2.0 million during the three and nine months ended September 30, 2021, respectively, and $4.2 million during the nine months ended September 30, 2020. There were no impairment charges recognized during the three months ended September 30, 2020. The impairment charges were primarily for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction restructuring activities. 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 $0.4 million were recorded during the nine months ended September 30, 2021, and $0.9 million and $1.7 million were recorded during the three and nine months ended September 30, 2020, respectively. There were no transaction-related charges recognized during the three months ended September 30, 2021. Restructuring Reserves Activity impacting the Company’s restructuring reserves for the nine months ended September 30, 2021, was as follows: Employee Impairment Transaction-Related Other Total Balance at December 31, 2020 $ 14.6 $ — $ 0.5 $ 25.8 $ 40.9 Expense (income), net 8.5 2.0 0.4 (14.3) (3.4) Cash payments, net (17.0) — (0.4) (6.9) (24.3) Non-cash adjustments/reclassifications and translation (0.7) (2.0) — 17.4 14.7 Balance at September 30, 2021 $ 5.4 $ — $ 0.5 $ 22.0 $ 27.9 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
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 third-party logistics business on June 30, 2021, an interim goodwill impairment test was required to be completed on the remaining goodwill in the Core Print and Related Services reporting unit. No additional impairment was recorded as a result. Goodwill included in the carrying amount of the third-party logistics business sold of $16.6 million was based on the relative fair values of the third-party logistics business and the portion of the Core Print and Related Services reporting unit retained. 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 $86.4 million must be tested for impairment. 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). No indicators of impairment were identified in any of the Company’s reporting units during the three and nine months ended September 30, 2021. The accumulated goodwill impairment losses and the carrying value of goodwill at September 30, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 United States Print and Related Services International Total United States Print and Related Services International Total Goodwill $ 864.7 $ 30.0 $ 894.7 $ 881.3 $ 30.0 $ 911.3 Accumulated goodwill impairment loss (778.3) (30.0) (808.3) (778.3) (30.0) (808.3) Goodwill, net of accumulated goodwill impairment loss $ 86.4 $ — $ 86.4 $ 103.0 $ — $ 103.0 Other Intangible Assets The components of finite-lived intangible assets at September 30, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 Weighted Gross Accumulated Net Book Weighted Gross Accumulated Net Book Trademarks, patents, licenses and agreements 6 $ 68.4 $ (49.3) $ 19.1 6 $ 69.6 $ (44.3) 25.3 Capitalized software 5 18.5 (13.6) 4.9 5 17.3 (11.7) 5.6 Acquired Technology 5 3.6 (1.0) 2.6 5 3.0 (0.5) 2.5 Customer relationships 6 560.1 (504.7) 55.4 6 561.9 (491.0) 70.9 Total $ 650.6 $ (568.6) $ 82.0 $ 651.8 $ (547.5) $ 104.3 The gross carrying amount and accumulated amortization within other intangible assets—net in the condensed consolidated balance sheets at September 30, 2021, and December 31, 2020, 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, 2021 and 2020. Amortization expense for other intangible assets was $7.5 million and $24.1 million for the three and nine months ended September 30, 2021, respectively, and $9.6 million and $29.4 million for the three and nine months ended September 30, 2020, respectively. The estimated future amortization expense related to other intangible assets as of September 30, 2021, was as follows: Amortization Expense Remainder of 2021 $ 7.6 2022 30.2 2023 26.0 2024 15.0 2025 2.6 2026 0.6 Total $ 82.0 |
Receivables
Receivables | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Receivables | Receivables Prior to granting credit, the Company evaluates each client in an underwriting process, taking into consideration the prospective client’s financial condition, past payment experience, credit bureau information and other financial and qualitative factors that may affect the client’s ability to pay. Specific credit reviews and standard industry credit scoring models are used in performing this evaluation. Clients’ financial condition is continuously monitored as part of the normal course of business. Some of the Company’s clients are highly leveraged or otherwise subject to their own operating and regulatory risks. Specific client provisions are made when a review of significant outstanding amounts, utilizing information about client creditworthiness, as well as current and future economic trends based on reasonable forecasts, indicates that collection is doubtful. The Company also records a general provision based on the overall risk profile of the receivables and through the assessment of reasonable economic forecasts. The risk profile is assessed on a quarterly basis using various methods, including external resources and credit scoring models. Accounts that are deemed uncollectible are written off when all reasonable collection efforts have been exhausted. The Company has recorded credit loss expense of $0.2 million and $1.0 million during the three and nine months ended September 30, 2021, respectively, and a net credit loss recovery of $0.9 million and credit loss expense of $5.1 million during the three and nine months ended September 30, 2020, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statements of operations. Activity impacting the allowance for credit losses for the nine months ended September 30, 2021, was as follows: Allowance for Credit Losses Balance at December 31, 2020 $ 33.8 Provisions 1.0 Write-offs (3.6) Translation and other (0.2) Balance at September 30, 2021 $ 31.0 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories at September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Raw materials and manufacturing supplies $ 144.9 $ 90.9 Work in process 44.7 33.4 Finished goods 51.3 45.9 Total $ 240.9 $ 170.2 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The components of property, plant and equipment at September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Land $ 73.7 $ 97.6 Buildings 659.6 780.3 Machinery and equipment 2,920.2 3,094.1 Other (1) 182.8 183.2 Construction in progress 18.3 33.0 Property, plant and equipment—gross $ 3,854.6 $ 4,188.2 Less: accumulated depreciation (3,108.0) (3,304.0) Property, plant and equipment—net $ 746.6 $ 884.2 ______________________________ (1) Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication-related equipment. The Company recorded impairment charges of $0.3 million and $2.0 million during the three and nine months ended September 30, 2021, respectively, and $4.2 million during the nine months ended September 30, 2020, 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). There were no impairment charges recognized during the three months ended September 30, 2020. The Company recognized depreciation expense of $31.2 million and $95.2 million for the three and nine months ended September 30, 2021, respectively, and $35.2 million and $109.5 million for the three and nine months ended September 30, 2020, respectively. Assets Held for Sale from Continuing Operations The Company assessed whether certain closed facilities and facilities where the Company has received a signed letter of intent to purchase should be classified as held for sale on the condensed consolidated balance sheets. Assets held for sale are carried at the lesser of original cost or fair value, less the estimated costs to sell. Assets held for sale from continuing operations were $44.1 million and $4.9 million as of September 30, 2021, and December 31, 2020, respectively. The fair values 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 quoted market prices where available and independent appraisals, as appropriate. Assets held for sale were included in prepaid expenses and other current assets in the condensed consolidated balance sheets. Gains from Sale and Leaseback On June 29, 2021, the Company executed a sale and leaseback of its Chalfont, Pennsylvania facility for net proceeds of $20.0 million, which resulted in a $13.7 million gain. The leaseback is for a term of seven years and was determined to be an operating lease. The leaseback resulted in a $9.7 million asset included in the operating lease right of use assets - net, current operating lease obligation of $1.1 million and operating lease obligation of $8.6 million in the condensed consolidated balance sheet as of September 30, 2021. On September 28, 2021, the Company executed a sale and leaseback of its West Allis, Wisconsin facility for net proceeds of $31.9 million, which resulted in a $10.8 million gain. The leaseback is for a term of ten years and was determined to be an operating lease. The leaseback resulted in a $23.1 million asset included in the operating lease right of use assets - net, current operating lease obligation of $1.5 million and operating lease obligation of $21.6 million in the condensed consolidated balance sheet as of September 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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. 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, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of long-term debt as of September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Master note and security agreement $ 8.7 $ 15.6 Term Loan A 559.6 657.6 Revolving credit facility — — Senior unsecured notes 238.7 238.7 International term loans 6.8 10.7 International revolving credit facilities 11.3 4.9 Other 1.8 2.8 Debt issuance costs (4.6) (6.9) Total debt $ 822.3 $ 923.4 Less: short-term debt and current portion of long-term debt (258.5) (20.7) Long-term debt $ 563.8 $ 902.7 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 $0.8 billion and $0.9 billion at September 30, 2021 and December 31, 2020, 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). Debt Issuance Costs Activity impacting the Company’s debt issuance costs for the nine months ended September 30, 2021, was as follows: Capitalized Debt Balance at December 31, 2020 $ 6.9 Amortization of debt issuance costs (2.3) Balance at September 30, 2021 $ 4.6 Loss on Debt Extinguishment During the nine months ended September 30, 2020, the Company completed the fourth amendment to the April 28, 2014 Senior Secured Credit Facility, which resulted in a loss on debt extinguishment recorded. The Senior Secured Credit Facility was amended to (a) provide for certain financial covenant relief through the fiscal quarter ended September 30, 2021 (the “Covenant Relief Period”); (b) reduce the aggregate amount of the existing revolving credit facility from $800.0 million to $500.0 million; (c) make certain adjustments to pricing such as the addition of a 0.75% London Interbank Offered Rate (“LIBOR”) floor; and (d) prohibit repurchases of capital stock and payments of cash dividends during the Covenant Relief Period. In addition, the Company redeemed $37.6 million of its senior notes under the Master Note and Security Agreement, at par, which resulted in a loss on debt extinguishment recorded. The Company also repurchased $4.7 million of its outstanding unsecured 7.0% senior notes due May 1, 2022 (the “Senior Unsecured Notes”) in the open market, which resulted in a gain on debt extinguishment recorded. The loss on debt extinguishment recorded during the nine months ended September 30, 2020, was comprised of the following: 2020 Loss on Debt Extinguishment Debt issuance costs from January 31, 2019 debt financing arrangement $ 2.3 Debt issuance costs from June 29, 2020 debt financing arrangement $ 0.1 Loss on debt extinguishment from Master Note and Security Tender $ 0.2 Gain on debt extinguishment from Senior Unsecured Note Repurchases (0.8) Total $ 1.8 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, as amended to date). Among these covenants, the Company was required to maintain the following as of September 30, 2021: • Maximum Total Net Leverage Ratio. On a rolling twelve-month basis, the Maximum Total Net Leverage Ratio, defined as consolidated total indebtedness, net of no more than $75.0 million of unrestricted cash, to consolidated EBITDA, shall not exceed (i) 4.50 to 1.00 for the quarter ended March 31, 2021, (ii) 4.25 to 1.00 for the quarter ended June 30, 2021, and (iii) 4.125 to 1.00 for the quarter ended September 30, 2021 (for the twelve months ended September 30, 2021, the Company’s Maximum Total Net Leverage Ratio was 3.09 to 1.00). In 2020, the Company amended its Senior Secured Credit Facility to provide for certain financial covenant relief during the Covenant Relief Period. After the Covenant Relief Period, the Company will be required to comply with the Total Leverage Ratio covenant, defined as consolidated total indebtedness to consolidated EBITDA which shall not exceed 3.75 to 1.00. • 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 consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended September 30, 2021, the Company’s Senior Secured Leverage Ratio was 2.18 to 1.00). ◦ Interest Coverage Ratio. On a rolling twelve-month basis, the Interest Coverage Ratio, defined as consolidated EBITDA to cash consolidated interest expense, shall not be less than 3.00 to 1.00 (for the twelve months ended September 30, 2021, the Company’s Interest Coverage Ratio was 5.31 to 1.00). The indenture underlying the 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. The following limitations utilize a Total Net Leverage Ratio calculation, which, on a rolling twelve-month basis, is defined as consolidated net indebtedness to consolidated EBITDA (for the twelve months ended September 30, 2021, the Company’s Total Net Leverage Ratio was 3.10 to 1.00). • If the Company’s Total Net Leverage Ratio is greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the Total Net Leverage Ratio is less than 2.75 to 1.00, there are no such restrictions, provided, however, that no such restricted payments shall be made during the Covenant Relief Period. As the Company’s Total Net Leverage Ratio as of September 30, 2021, was 3.10 to 1.00, and we were in the Covenant Relief Period, 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 Net Leverage Ratio is greater than 3.50 to 1.00, 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 Net 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 2.18 to 1.00 and the Total Net Leverage Ratio was 3.10 to 1.00, as of September 30, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
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 and adjustments to valuation allowances that could result in a reduction to tax expense or benefit 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 earnings 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, 2021, 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, 2021, was $11.3 million, a decrease of $0.3 million from $11.6 million as of December 31, 2020. The Company anticipates a $0.5 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, 2021 | |
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 recurring Level 3 fair value measurements of assets or liabilities as of September 30, 2021. Interest Rate Swaps The Company currently holds two interest rate swap contracts. The purpose of entering into the contracts was to reduce the variability of cash flows from interest payments related to a portion of Quad’s variable-rate debt. The interest rate swaps were previously designated as cash flow hedges as they effectively converted 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. However, the Company amended its Senior Secured Credit Facility during the second quarter of 2020, which added a 0.75% LIBOR floor to the Company’s variable rate debt, changing the critical terms of the hedged instrument. Due to this change in critical terms, the Company has elected to de-designate the swaps as cash flow hedges, resulting in future changes in fair value being recognized in interest expense. The balance of the accumulated other comprehensive loss attributable to the interest rate swaps as of June 30, 2020, will be amortized to interest expense on a straight-line basis over the remaining lives of the swap contracts. The Company expects to reclassify $4.5 million of this balance to interest expense over the next twelve months. The key terms of the interest rate swaps are as follows: March 19, 2019 February 7, 2017 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, 2021, and December 31, 2020, were as follows: Balance Sheet Location September 30, 2021 December 31, 2020 Interest rate swap liabilities Other current liabilities $ (1.9) $ — Interest rate swap liabilities Other long-term liabilities $ (6.4) $ (14.4) Prior to the Company’s de-designation of the interest rate swaps as cash flow hedges, the interest rate swaps were considered highly effective, with no amount of ineffectiveness recorded into earnings. 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 loss through the first quarter of 2020, and have been recorded as an adjustment to interest expense in the condensed consolidated statements of operations in the periods thereafter. 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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cash Flow Impacts Net interest paid $ 1.9 $ 1.8 $ 5.6 $ 3.7 Impacts with Swaps as Hedging Instruments Loss recognized in other comprehensive loss — — — 11.1 Impacts with Swaps as Nonhedging Instruments Income recognized in interest expense excluded from hedge effectiveness assessments (1.8) (1.4) (6.2) (1.3) Amounts reclassified out of accumulated other comprehensive loss to interest expense 1.7 1.8 5.3 1.8 Net interest expense 1.9 1.8 5.6 3.7 Total impact of swaps to interest expense $ 1.8 $ 2.2 $ 4.7 $ 4.2 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, 2021. 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, 2021 and 2020, 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 11, “Debt,” for the fair value of the Company’s debt as of September 30, 2021. 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, “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 9, “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 other current liabilities approximate their carrying values as of September 30, 2021, and December 31, 2020. |
Other Current and Long-Term Lia
Other Current and Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Current and Long-Term Liabilities | Other Current and Long-Term Liabilities The components of other current and long-term liabilities as of September 30, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 Other Current Liabilities Other Total Other Current Liabilities Other Total Employee-related liabilities (1) $ 104.3 $ 64.3 $ 168.6 $ 130.2 $ 67.4 $ 197.6 Single employer pension plan obligations 1.7 41.7 43.4 1.7 54.9 56.6 Multiemployer pension plans – withdrawal liability 3.7 29.4 33.1 3.5 32.2 35.7 Deferred revenue 43.2 1.8 45.0 52.9 2.6 55.5 Tax-related liabilities 18.4 5.3 23.7 25.3 5.3 30.6 Restructuring liabilities 20.5 5.9 26.4 33.1 7.2 40.3 Interest and rent liabilities 7.7 — 7.7 3.6 — 3.6 Interest rate swap liabilities 1.9 6.4 8.3 — 14.4 14.4 Other 36.4 16.8 53.2 60.5 12.8 73.3 Total $ 237.8 $ 171.6 $ 409.4 $ 310.8 $ 196.8 $ 507.6 ______________________________ (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, 2021 | |
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. There were no profit sharing contributions during the three and nine months ended September 30, 2021 and 2020. 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, 2021 and 2020, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest cost $ (2.3) $ (3.4) $ (6.5) $ (10.2) Expected return on plan assets 5.9 6.1 18.3 18.2 Net periodic pension income 3.6 2.7 11.8 8.0 Settlement charge (0.2) — (0.8) — Net pension income $ 3.4 $ 2.7 $ 11.0 $ 8.0 The Company made $0.6 million in benefit payments to its non-qualified defined benefit pension plans and made $0.8 million in contributions to its qualified defined benefit pension plans during the nine months ended September 30, 2021. The Company incurred non-cash settlement charges of $0.2 million and $0.8 million during the three and nine months ended September 30, 2021 due to the significance of lump sum payments made in the current period. The non-cash settlement charge results in accelerated recognition of actuarial losses on the condensed consolidated statement of operations. Multiemployer Pension Plans (“MEPPs”) |
Earnings (Loss) Per Share Attri
Earnings (Loss) Per Share Attributable to Quad Common Shareholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Attributable to Quad Common Shareholders | Earnings (Loss) Per Share Attributable to Quad Common ShareholdersBasic 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. Anti-dilutive equity instruments excluded from the computation of diluted net earnings per share were 0.3 million and 0.8 million class A common shares for the three and nine months ended September 30, 2021, respectively. Anti-dilutive equity instruments excluded from the computation of diluted net earnings per share were 1.8 million class A common shares for the three months ended September 30, 2020. Due to the net loss incurred during the nine months ended September 30, 2020, the assumed exercise of all equity incentive instruments was anti-dilutive and therefore, not included in the diluted loss per share calculation. 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, 2021 and 2020, are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net earnings (loss) from continuing operations $ 14.3 $ 2.7 $ 58.9 $ (20.9) Less: net earnings (loss) attributable to noncontrolling interests — — — (0.2) Net earnings (loss) from continuing operations attributable to Quad common shareholders 14.3 2.7 58.9 (20.7) Loss from discontinued operations, net of tax — (1.1) — (13.6) Net earnings (loss) attributable to Quad common shareholders $ 14.3 $ 1.6 $ 58.9 $ (34.3) Denominator Basic weighted average number of common shares outstanding for all classes of common shares 51.3 50.7 51.3 50.6 Plus: effect of dilutive equity incentive instruments 1.8 0.4 1.5 — Diluted weighted average number of common shares outstanding for all classes of common shares 53.1 51.1 52.8 50.6 Earnings (loss) per share attributable to Quad common shareholders Basic: Continuing operations $ 0.28 $ 0.05 $ 1.15 $ (0.41) Discontinued operations — (0.02) — (0.27) Basic earnings (loss) per share attributable to Quad common shareholders $ 0.28 $ 0.03 $ 1.15 $ (0.68) Diluted: Continuing operations $ 0.27 $ 0.05 $ 1.12 $ (0.41) Discontinued operations — (0.02) — (0.27) Diluted earnings (loss) per share attributable to Quad common shareholders $ 0.27 $ 0.03 $ 1.12 $ (0.68) Cash dividends paid per common share for all classes of common shares $ — $ — $ — $ 0.15 |
Equity Incentive Programs
Equity Incentive Programs | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Programs | Equity Incentive Programs The shareholders of the Company approved the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”) at the Company’s annual meeting of shareholders held on May 18, 2020 for two complementary purposes: (1) to attract and retain outstanding individuals to serve as directors, officers and employees; and (2) to increase shareholder value. The Company’s previous plan, the Quad/Graphics, Inc. 2010 Omnibus Plan (the “2010 Plan”), was terminated on May 18, 2020, and no new awards will be granted under the 2010 Plan. All awards that were granted under the 2010 Plan that were outstanding as of May 18, 2020 will remain outstanding and will continue to be governed by the 2010 Plan. The 2020 Plan provides for an aggregate 3,000,000 shares of class A common stock reserved for issuance, plus shares still available for issuance or re-credited under the 2010 Plan. Awards under the 2020 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 2,632,261 shares of class A common stock reserved for issuance under the 2020 Plan as of September 30, 2021. 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 Equity Incentive Compensation Expense Equity incentive compensation expense was recorded primarily in selling, general and administrative expenses in the condensed consolidated statements of operations and includes expense (income) recognized for liability awards that are remeasured on a quarterly basis. The total compensation expense recognized related to all equity incentive programs for the three and nine months ended September 30, 2021 and 2020, was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 RS and RSU equity awards expense $ 2.0 $ 2.6 $ 5.7 $ 7.4 RSU liability awards expense (income) — — 0.1 (0.2) DSU awards expense — — 0.8 1.0 Total equity incentive compensation expense $ 2.0 $ 2.6 $ 6.6 $ 8.2 Total future compensation expense related to all equity incentive programs granted as of September 30, 2021, was estimated to be $7.0 million, which consists entirely of expense for RS and RSU awards. Estimated future compensation expense is $1.8 million for the remainder of 2021, $3.5 million for 2022, $1.5 million for 2023 and $0.2 million for 2024. 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, 2021 and 2020. There is no future compensation expense for stock options as of September 30, 2021. The following table is a summary of the stock option activity for the nine months ended September 30, 2021: Shares Under Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 514,876 $ 27.49 0.5 $ — Granted — — Exercised — — Canceled/forfeited/expired (266,916) 40.38 Outstanding and exercisable at September 30, 2021 247,960 $ 13.62 0.2 $ — The intrinsic value of options outstanding and exercisable at September 30, 2021, and December 31, 2020, was based on the fair value of the stock price. All outstanding options are vested as of September 30, 2021. There were no stock options exercised during the three and nine months ended September 30, 2021 and 2020. 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. 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. The following table is a summary of RS and RSU award activity for the nine months ended September 30, 2021: Restricted Stock Restricted Stock Units Shares Weighted- Weighted- Units Weighted- Weighted- Nonvested at December 31, 2020 2,961,750 $ 11.55 1.3 249,538 $ 11.70 1.3 Granted 1,156,363 3.91 41,553 3.82 Vested (576,524) 22.55 (24,742) 17.93 Forfeited (191,945) 9.84 (26,842) 6.82 Nonvested at September 30, 2021 3,349,644 $ 7.12 1.4 239,507 $ 10.24 0.8 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. As of September 30, 2021, the fair value of the RSU awards classified as liabilities was $0.6 million and was included in other current liabilities on the condensed consolidated balance sheets. 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, 2021: Deferred Stock Units Units Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2020 500,961 $ 10.69 Granted 221,616 3.82 Dividend equivalents granted — — Settled (35,186) 11.53 Outstanding at September 30, 2021 687,391 $ 8.26 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. As DSU awards are fully vested on the grant date, all compensation expense is recognized at the date of grant. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 105.0 41.1 0.6 41.7 December 31, 2020 105.0 40.2 0.2 40.4 Class B stock ($0.025 par value) September 30, 2021 80.0 13.5 — 13.5 December 31, 2020 80.0 13.5 — 13.5 Class C stock ($0.025 par value) September 30, 2021 20.0 — 0.5 0.5 December 31, 2020 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, 2021, and December 31, 2020. The Company has no present plans to issue any preferred stock. On July 30, 2018, 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. There were no shares repurchased during the three and nine months ended September 30, 2021, or during the three and nine months ended September 30, 2020. As of September 30, 2021, there were $100.0 million of authorized repurchases remaining under the program. The Company was prohibited from repurchasing capital stock through the Covenant Relief Period, in accordance with the fourth amendment to the April 28, 2014 Senior Secured Credit Facility, completed on June 29, 2020 (see Note 11, “Debt,” for more details on the amendment and timing of the Covenant Relief Period). In accordance with the Articles of Incorporation, dividends are paid equally for all three classes of common shares. Due to uncertainty in client demand as a result of the COVID-19 pandemic, the Company’s Board of Directors proactively suspended the Company’s quarterly dividends beginning in the second quarter of 2020, and the Company is currently prohibited from making dividend payments during the Covenant Relief Period. The dividend activity related to the then outstanding shares for the nine months ended September 30, 2020 was as follows: Declaration Date Record Date Payment Date Dividend Amount 2020 Q1 Dividend February 18, 2020 February 28, 2020 March 9, 2020 0.15 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021, were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at December 31, 2020 $ (130.8) $ (12.3) $ (28.2) $ (171.3) Other comprehensive loss before reclassifications (9.1) — 0.1 (9.0) Amounts reclassified from accumulated other comprehensive loss to net earnings — 5.3 0.8 6.1 Net other comprehensive income (loss) (9.1) 5.3 0.9 (2.9) Balance at September 30, 2021 $ (139.9) $ (7.0) $ (27.3) $ (174.2) The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2020, were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at December 31, 2019 $ (131.0) $ (4.7) $ (31.5) $ (167.2) Other comprehensive loss before reclassifications (9.0) (8.3) — (17.3) Amounts reclassified from accumulated other comprehensive loss to net loss — 1.3 — 1.3 Net other comprehensive loss (9.0) (7.0) — (16.0) Balance at September 30, 2020 $ (140.0) $ (11.7) $ (31.5) $ (183.2) |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As a worldwide marketing solutions partner, Quad leverages its 50-year heritage of platform excellence, innovation, strong culture and social purpose to create a better way for its clients, employees and communities. 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, 2021, 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, 2021 and 2020: Net Sales Operating Income (Loss) from Continuing Operations Restructuring, Impairment and Transaction- Products Services Three months ended September 30, 2021 United States Print and Related Services $ 463.9 $ 160.4 $ 36.1 $ 7.3 International 76.7 5.1 3.6 0.1 Total operating segments 540.6 165.5 39.7 7.4 Corporate — — (11.7) — Total $ 540.6 $ 165.5 $ 28.0 $ 7.4 Three months ended September 30, 2020 United States Print and Related Services $ 425.6 $ 181.6 $ 20.0 $ 3.8 International 67.9 4.2 (1.7) 5.2 Total operating segments 493.5 185.8 18.3 9.0 Corporate — — (12.0) 0.8 Total $ 493.5 $ 185.8 $ 6.3 $ 9.8 Nine months ended September 30, 2021 United States Print and Related Services $ 1,357.1 $ 512.7 $ 124.4 $ (6.1) International 221.1 14.9 8.1 1.8 Total operating segments 1,578.2 527.6 132.5 (4.3) Corporate — — (35.5) 0.9 Total $ 1,578.2 $ 527.6 $ 97.0 $ (3.4) Nine months ended September 30, 2020 United States Print and Related Services $ 1,382.2 $ 488.1 $ 44.6 $ 38.0 International 204.0 12.0 (2.1) 9.3 Total operating segments 1,586.2 500.1 42.5 47.3 Corporate — — (34.0) 1.7 Total $ 1,586.2 $ 500.1 $ 8.5 $ 49.0 Restructuring, impairment and transaction-related charges for the three and nine months ended September 30, 2021 and 2020, 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, 2021 and 2020, was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating income from continuing operations $ 28.0 $ 6.3 $ 97.0 $ 8.5 Less: interest expense 15.0 17.9 45.1 52.2 Less: net pension income (3.4) (2.7) (11.0) (8.0) Less: loss on debt extinguishment — — — 1.8 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity $ 16.4 $ (8.9) $ 62.9 $ (37.5) |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | New Accounting PronouncementsIn March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform. ASU 2020-04 permits entities to apply certain expedients and exceptions for contracts, hedging relationships, and other transactions impacted by the anticipated transition away from the use of LIBOR or other interbank offered rates to alternative reference rates. This optional guidance is effective as of March 12, 2020, through December 31, 2022. The Company is evaluating the impact of the adoption of ASU 2020-04 on the condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Senior Secured Credit Facility Amendment The Company completed the fifth amendment (the “Amendment”) to its April 28, 2014 Senior Secured Credit Facility on November 2, 2021. The Senior Secured Credit Facility was amended to (a) reduce the aggregate amount of the existing revolving credit facility from $500.0 million to $432.5 million, and extend the maturity of a portion of the revolving credit facility such that $90.0 million under the revolving credit facility will be due on the existing maturity date of January 31, 2024 (the “Existing Maturity Date”) and $342.5 million under the revolving credit facility will be due on November 2, 2026 (the “Extended Maturity Date”); (b) extend the maturity of a portion of the existing term loan facility such that $91.5 million of such term loan facility will be due on the Existing Maturity Date and $483.9 million will be due on the Extended Maturity Date; (c) make certain adjustments to pricing, including an increase of 0.50% to the interest rate margin applicable to the loans maturing on the Extended Maturity Date; (d) modify certain financial and operational covenants; and (e) modify the interest rate provisions relating to the phase-out of LIBOR as a reference rate. Borrowings under the revolving credit facility and Term Loan A made under the Senior Secured Credit Facility will initially bear interest at 2.75% in excess of reserve adjusted LIBOR, or 1.75% in excess of an alternate base rate with a LIBOR floor of 0.75% for the extended tranche and will initially bear interest at 2.50% in excess of reserve adjusted LIBOR, or 1.50% in excess of an alternate base rate with a LIBOR floor of 0.75% for the non-extending tranche. The following amendments were made to 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 fifth amendment): • On a rolling twelve-month basis, the Total Leverage Ratio, defined as consolidated total indebtedness, to consolidated EBITDA, shall not exceed 3.75 to 1.00. • 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, shall not be less than $181.6 million at any time during the period commencing December 15, 2023 and ending when all obligations owed under the Senior Secured Credit Facility to lenders that are not extending lenders are paid in full. • On a rolling four-quarter basis, the Senior Secured Leverage Ratio, defined as the ratio of consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed (a) 3.50 to 1.00 for any fiscal quarter ending prior to December 31, 2023, and (b) 3.25 to 1.00 for any fiscal quarter ending on or after December 31, 2023 (other than, in the case of this clause (b), any fiscal quarter ending September 30 of any year, each of which shall be subject to a maximum Senior Secured Leverage Ratio not to exceed 3.50 to 1.00). In addition to the above listed covenants, the following amendment was made to certain limitations on acquisition, indebtedness, liens, dividends and repurchases of capital stock set forth in the Senior Secured Credit Facility: • If the Company’s Total Leverage Ratio is equal to or greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement. If the Company’s Total Leverage Ratio is above 2.50 to 1.00 but below 2.75 to 1.00, the Company is prohibited from making greater than $100.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement. If the Total Leverage Ratio is less than 2.50 to 1.00, there are no such restrictions. 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. See Note 11, “Debt,” for the Company’s covenant requirements as of September 30, 2021. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 recurring Level 3 fair value measurements of assets or liabilities as of September 30, 2021. |
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.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. |
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 |
New Accounting Pronouncements | In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform. ASU 2020-04 permits entities to apply certain expedients and exceptions for contracts, hedging relationships, and other transactions impacted by the anticipated transition away from the use of LIBOR or other interbank offered rates to alternative reference rates. This optional guidance is effective as of March 12, 2020, through December 31, 2022. The Company is evaluating the impact of the adoption of ASU 2020-04 on the condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020: United States Print International Total Three months ended September 30, 2021 Catalog, publications, retail inserts, and directories $ 321.3 $ 58.2 $ 379.5 Direct mail and other printed products 140.8 18.3 159.1 Other 1.8 0.2 2.0 Total products 463.9 76.7 540.6 Logistics services 71.4 4.9 76.3 Imaging, marketing services and other services 89.0 0.2 89.2 Total services 160.4 5.1 165.5 Total net sales $ 624.3 $ 81.8 $ 706.1 Three months ended September 30, 2020 Catalog, publications, retail inserts, and directories $ 289.8 $ 54.9 $ 344.7 Direct mail and other printed products 134.5 12.6 147.1 Other 1.3 0.4 1.7 Total products 425.6 67.9 493.5 Logistics services 97.9 4.2 102.1 Imaging, marketing services and other services 83.7 — 83.7 Total services 181.6 4.2 185.8 Total net sales $ 607.2 $ 72.1 $ 679.3 United States Print International Total Nine months ended September 30, 2021 Catalog, publications, retail inserts, and directories $ 950.8 $ 166.2 $ 1,117.0 Direct mail and other printed products 401.2 54.1 455.3 Other 5.1 0.8 5.9 Total products 1,357.1 221.1 1,578.2 Logistics services 257.7 14.3 272.0 Imaging, marketing services and other services 255.0 0.6 255.6 Total services 512.7 14.9 527.6 Total net sales $ 1,869.8 $ 236.0 $ 2,105.8 Nine months ended September 30, 2020 Catalog, publications, retail inserts, and directories $ 987.7 $ 163.8 $ 1,151.5 Direct mail and other printed products 391.4 39.3 430.7 Other 3.1 0.9 4.0 Total products 1,382.2 204.0 1,586.2 Logistics services 249.6 11.9 261.5 Imaging, marketing services and other services 238.5 0.1 238.6 Total services 488.1 12.0 500.1 Total net sales $ 1,870.3 $ 216.0 $ 2,086.3 |
Costs to Obtain Contracts with Customers | Activity impacting costs to obtain contracts for the nine months ended September 30, 2021, was as follows: Costs to Obtain Contracts Balance at December 31, 2020 $ 8.7 Costs to obtain contracts — Amortization of costs to obtain contracts (2.8) Balance at September 30, 2021 $ 5.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The following table summarizes the results of operations, 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, 2020: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Total net sales $ 13.0 $ 74.6 Total cost of sales, excluding depreciation and amortization 12.5 75.6 Selling, general and administrative expenses 0.9 3.9 Restructuring, impairment and transaction-related charges (1) — 12.5 Other expenses, net 0.1 0.2 Loss from discontinued operations before income taxes (0.5) (17.6) Income tax expense (benefit) 0.6 (4.0) Loss from discontinued operations, net of tax $ (1.1) $ (13.6) ______________________________ (1) The Company recognized $11.5 million of impairment charges for tangible property, plant and equipment during the nine months ended September 30, 2020, to reduce the carrying value of the Book business to its fair value, and recognized $1.0 million in employee termination charges during the nine months ended September 30, 2020. Nine Months Ended September 30, 2020 Cash flows provided by operating activities $ — Cash flows provided by investing activities 5.4 |
Restructuring, Impairment and_2
Restructuring, Impairment and Transaction-Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Employee termination charges $ 1.0 $ 3.3 $ 8.5 $ 25.4 Impairment charges 0.3 — 2.0 4.2 Transaction-related charges — 0.9 0.4 1.7 Integration costs — 0.2 — 1.3 Other restructuring charges (income) 6.1 5.4 (14.3) 16.4 Total $ 7.4 $ 9.8 $ (3.4) $ 49.0 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Vacant facility carrying costs and lease exit charges $ 4.9 $ 2.5 $ 15.1 $ 7.6 Equipment and infrastructure removal costs 0.5 0.1 1.5 1.1 Gains on the sale of facilities — (0.8) (10.1) (1.6) Other restructuring activities 0.7 3.6 (20.8) 9.3 Other restructuring charges (income) $ 6.1 $ 5.4 $ (14.3) $ 16.4 |
Activity Impacting Reserves for Restructuring, Impairment and Transaction-Related Charges | Activity impacting the Company’s restructuring reserves for the nine months ended September 30, 2021, was as follows: Employee Impairment Transaction-Related Other Total Balance at December 31, 2020 $ 14.6 $ — $ 0.5 $ 25.8 $ 40.9 Expense (income), net 8.5 2.0 0.4 (14.3) (3.4) Cash payments, net (17.0) — (0.4) (6.9) (24.3) Non-cash adjustments/reclassifications and translation (0.7) (2.0) — 17.4 14.7 Balance at September 30, 2021 $ 5.4 $ — $ 0.5 $ 22.0 $ 27.9 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 United States Print and Related Services International Total United States Print and Related Services International Total Goodwill $ 864.7 $ 30.0 $ 894.7 $ 881.3 $ 30.0 $ 911.3 Accumulated goodwill impairment loss (778.3) (30.0) (808.3) (778.3) (30.0) (808.3) Goodwill, net of accumulated goodwill impairment loss $ 86.4 $ — $ 86.4 $ 103.0 $ — $ 103.0 |
Schedule of Intangible Assets | The components of finite-lived intangible assets at September 30, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 Weighted Gross Accumulated Net Book Weighted Gross Accumulated Net Book Trademarks, patents, licenses and agreements 6 $ 68.4 $ (49.3) $ 19.1 6 $ 69.6 $ (44.3) 25.3 Capitalized software 5 18.5 (13.6) 4.9 5 17.3 (11.7) 5.6 Acquired Technology 5 3.6 (1.0) 2.6 5 3.0 (0.5) 2.5 Customer relationships 6 560.1 (504.7) 55.4 6 561.9 (491.0) 70.9 Total $ 650.6 $ (568.6) $ 82.0 $ 651.8 $ (547.5) $ 104.3 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | The estimated future amortization expense related to other intangible assets as of September 30, 2021, was as follows: Amortization Expense Remainder of 2021 $ 7.6 2022 30.2 2023 26.0 2024 15.0 2025 2.6 2026 0.6 Total $ 82.0 |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Activity Impacting Allowance for Credit Losses | Activity impacting the allowance for credit losses for the nine months ended September 30, 2021, was as follows: Allowance for Credit Losses Balance at December 31, 2020 $ 33.8 Provisions 1.0 Write-offs (3.6) Translation and other (0.2) Balance at September 30, 2021 $ 31.0 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventories at September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Raw materials and manufacturing supplies $ 144.9 $ 90.9 Work in process 44.7 33.4 Finished goods 51.3 45.9 Total $ 240.9 $ 170.2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | The components of property, plant and equipment at September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Land $ 73.7 $ 97.6 Buildings 659.6 780.3 Machinery and equipment 2,920.2 3,094.1 Other (1) 182.8 183.2 Construction in progress 18.3 33.0 Property, plant and equipment—gross $ 3,854.6 $ 4,188.2 Less: accumulated depreciation (3,108.0) (3,304.0) Property, plant and equipment—net $ 746.6 $ 884.2 ______________________________ (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, 2021 | |
Debt Disclosure [Abstract] | |
Schedule Components of Long-Term Debt | The components of long-term debt as of September 30, 2021, and December 31, 2020, were as follows: September 30, December 31, Master note and security agreement $ 8.7 $ 15.6 Term Loan A 559.6 657.6 Revolving credit facility — — Senior unsecured notes 238.7 238.7 International term loans 6.8 10.7 International revolving credit facilities 11.3 4.9 Other 1.8 2.8 Debt issuance costs (4.6) (6.9) Total debt $ 822.3 $ 923.4 Less: short-term debt and current portion of long-term debt (258.5) (20.7) Long-term debt $ 563.8 $ 902.7 |
Schedule of Debt Issuance Costs | Activity impacting the Company’s debt issuance costs for the nine months ended September 30, 2021, was as follows: Capitalized Debt Balance at December 31, 2020 $ 6.9 Amortization of debt issuance costs (2.3) Balance at September 30, 2021 $ 4.6 |
Schedule of Loss on Debt Extinguishment | The loss on debt extinguishment recorded during the nine months ended September 30, 2020, was comprised of the following: 2020 Loss on Debt Extinguishment Debt issuance costs from January 31, 2019 debt financing arrangement $ 2.3 Debt issuance costs from June 29, 2020 debt financing arrangement $ 0.1 Loss on debt extinguishment from Master Note and Security Tender $ 0.2 Gain on debt extinguishment from Senior Unsecured Note Repurchases (0.8) Total $ 1.8 |
Other Current and Long-Term L_2
Other Current and Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Other Long-Term Liabilities | The components of other current and long-term liabilities as of September 30, 2021, and December 31, 2020, were as follows: September 30, 2021 December 31, 2020 Other Current Liabilities Other Total Other Current Liabilities Other Total Employee-related liabilities (1) $ 104.3 $ 64.3 $ 168.6 $ 130.2 $ 67.4 $ 197.6 Single employer pension plan obligations 1.7 41.7 43.4 1.7 54.9 56.6 Multiemployer pension plans – withdrawal liability 3.7 29.4 33.1 3.5 32.2 35.7 Deferred revenue 43.2 1.8 45.0 52.9 2.6 55.5 Tax-related liabilities 18.4 5.3 23.7 25.3 5.3 30.6 Restructuring liabilities 20.5 5.9 26.4 33.1 7.2 40.3 Interest and rent liabilities 7.7 — 7.7 3.6 — 3.6 Interest rate swap liabilities 1.9 6.4 8.3 — 14.4 14.4 Other 36.4 16.8 53.2 60.5 12.8 73.3 Total $ 237.8 $ 171.6 $ 409.4 $ 310.8 $ 196.8 $ 507.6 ______________________________ (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, 2021 | |
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, 2021 and 2020, were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest cost $ (2.3) $ (3.4) $ (6.5) $ (10.2) Expected return on plan assets 5.9 6.1 18.3 18.2 Net periodic pension income 3.6 2.7 11.8 8.0 Settlement charge (0.2) — (0.8) — Net pension income $ 3.4 $ 2.7 $ 11.0 $ 8.0 |
Earnings (Loss) Per Share Att_2
Earnings (Loss) Per Share Attributable to Quad Common Shareholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020, are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net earnings (loss) from continuing operations $ 14.3 $ 2.7 $ 58.9 $ (20.9) Less: net earnings (loss) attributable to noncontrolling interests — — — (0.2) Net earnings (loss) from continuing operations attributable to Quad common shareholders 14.3 2.7 58.9 (20.7) Loss from discontinued operations, net of tax — (1.1) — (13.6) Net earnings (loss) attributable to Quad common shareholders $ 14.3 $ 1.6 $ 58.9 $ (34.3) Denominator Basic weighted average number of common shares outstanding for all classes of common shares 51.3 50.7 51.3 50.6 Plus: effect of dilutive equity incentive instruments 1.8 0.4 1.5 — Diluted weighted average number of common shares outstanding for all classes of common shares 53.1 51.1 52.8 50.6 Earnings (loss) per share attributable to Quad common shareholders Basic: Continuing operations $ 0.28 $ 0.05 $ 1.15 $ (0.41) Discontinued operations — (0.02) — (0.27) Basic earnings (loss) per share attributable to Quad common shareholders $ 0.28 $ 0.03 $ 1.15 $ (0.68) Diluted: Continuing operations $ 0.27 $ 0.05 $ 1.12 $ (0.41) Discontinued operations — (0.02) — (0.27) Diluted earnings (loss) per share attributable to Quad common shareholders $ 0.27 $ 0.03 $ 1.12 $ (0.68) Cash dividends paid per common share for all classes of common shares $ — $ — $ — $ 0.15 |
Equity Incentive Programs (Tabl
Equity Incentive Programs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021: Shares Under Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 514,876 $ 27.49 0.5 $ — Granted — — Exercised — — Canceled/forfeited/expired (266,916) 40.38 Outstanding and exercisable at September 30, 2021 247,960 $ 13.62 0.2 $ — |
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, 2021: Restricted Stock Restricted Stock Units Shares Weighted- Weighted- Units Weighted- Weighted- Nonvested at December 31, 2020 2,961,750 $ 11.55 1.3 249,538 $ 11.70 1.3 Granted 1,156,363 3.91 41,553 3.82 Vested (576,524) 22.55 (24,742) 17.93 Forfeited (191,945) 9.84 (26,842) 6.82 Nonvested at September 30, 2021 3,349,644 $ 7.12 1.4 239,507 $ 10.24 0.8 |
Summary of DSU Award Activity | The following table is a summary of DSU award activity for the nine months ended September 30, 2021: Deferred Stock Units Units Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2020 500,961 $ 10.69 Granted 221,616 3.82 Dividend equivalents granted — — Settled (35,186) 11.53 Outstanding at September 30, 2021 687,391 $ 8.26 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 105.0 41.1 0.6 41.7 December 31, 2020 105.0 40.2 0.2 40.4 Class B stock ($0.025 par value) September 30, 2021 80.0 13.5 — 13.5 December 31, 2020 80.0 13.5 — 13.5 Class C stock ($0.025 par value) September 30, 2021 20.0 — 0.5 0.5 December 31, 2020 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, 2020 was as follows: Declaration Date Record Date Payment Date Dividend Amount 2020 Q1 Dividend February 18, 2020 February 28, 2020 March 9, 2020 0.15 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021, were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at December 31, 2020 $ (130.8) $ (12.3) $ (28.2) $ (171.3) Other comprehensive loss before reclassifications (9.1) — 0.1 (9.0) Amounts reclassified from accumulated other comprehensive loss to net earnings — 5.3 0.8 6.1 Net other comprehensive income (loss) (9.1) 5.3 0.9 (2.9) Balance at September 30, 2021 $ (139.9) $ (7.0) $ (27.3) $ (174.2) The changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2020, were as follows: Translation Adjustments Interest Rate Swap Adjustments Pension Benefit Plan Adjustments Total Balance at December 31, 2019 $ (131.0) $ (4.7) $ (31.5) $ (167.2) Other comprehensive loss before reclassifications (9.0) (8.3) — (17.3) Amounts reclassified from accumulated other comprehensive loss to net loss — 1.3 — 1.3 Net other comprehensive loss (9.0) (7.0) — (16.0) Balance at September 30, 2020 $ (140.0) $ (11.7) $ (31.5) $ (183.2) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following is a summary of segment information for the three and nine months ended September 30, 2021 and 2020: Net Sales Operating Income (Loss) from Continuing Operations Restructuring, Impairment and Transaction- Products Services Three months ended September 30, 2021 United States Print and Related Services $ 463.9 $ 160.4 $ 36.1 $ 7.3 International 76.7 5.1 3.6 0.1 Total operating segments 540.6 165.5 39.7 7.4 Corporate — — (11.7) — Total $ 540.6 $ 165.5 $ 28.0 $ 7.4 Three months ended September 30, 2020 United States Print and Related Services $ 425.6 $ 181.6 $ 20.0 $ 3.8 International 67.9 4.2 (1.7) 5.2 Total operating segments 493.5 185.8 18.3 9.0 Corporate — — (12.0) 0.8 Total $ 493.5 $ 185.8 $ 6.3 $ 9.8 Nine months ended September 30, 2021 United States Print and Related Services $ 1,357.1 $ 512.7 $ 124.4 $ (6.1) International 221.1 14.9 8.1 1.8 Total operating segments 1,578.2 527.6 132.5 (4.3) Corporate — — (35.5) 0.9 Total $ 1,578.2 $ 527.6 $ 97.0 $ (3.4) Nine months ended September 30, 2020 United States Print and Related Services $ 1,382.2 $ 488.1 $ 44.6 $ 38.0 International 204.0 12.0 (2.1) 9.3 Total operating segments 1,586.2 500.1 42.5 47.3 Corporate — — (34.0) 1.7 Total $ 1,586.2 $ 500.1 $ 8.5 $ 49.0 |
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, 2021 and 2020, was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating income from continuing operations $ 28.0 $ 6.3 $ 97.0 $ 8.5 Less: interest expense 15.0 17.9 45.1 52.2 Less: net pension income (3.4) (2.7) (11.0) (8.0) Less: loss on debt extinguishment — — — 1.8 Earnings (loss) from continuing operations before income taxes and equity in (earnings) loss of unconsolidated entity $ 16.4 $ (8.9) $ 62.9 $ (37.5) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 706.1 | $ 679.3 | $ 2,105.8 | $ 2,086.3 |
Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 379.5 | 344.7 | 1,117 | 1,151.5 |
Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 159.1 | 147.1 | 455.3 | 430.7 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2 | 1.7 | 5.9 | 4 |
Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 540.6 | 493.5 | 1,578.2 | 1,586.2 |
Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 76.3 | 102.1 | 272 | 261.5 |
Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 89.2 | 83.7 | 255.6 | 238.6 |
Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 165.5 | 185.8 | 527.6 | 500.1 |
United States Print and Related Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 624.3 | 607.2 | 1,869.8 | 1,870.3 |
United States Print and Related Services | Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 321.3 | 289.8 | 950.8 | 987.7 |
United States Print and Related Services | Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 140.8 | 134.5 | 401.2 | 391.4 |
United States Print and Related Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 1.8 | 1.3 | 5.1 | 3.1 |
United States Print and Related Services | Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 463.9 | 425.6 | 1,357.1 | 1,382.2 |
United States Print and Related Services | Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 71.4 | 97.9 | 257.7 | 249.6 |
United States Print and Related Services | Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 89 | 83.7 | 255 | 238.5 |
United States Print and Related Services | Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 160.4 | 181.6 | 512.7 | 488.1 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 81.8 | 72.1 | 236 | 216 |
International | Catalog, publications, retail inserts, books and directories | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 58.2 | 54.9 | 166.2 | 163.8 |
International | Direct mail and other printed products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 18.3 | 12.6 | 54.1 | 39.3 |
International | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0.2 | 0.4 | 0.8 | 0.9 |
International | Total Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 76.7 | 67.9 | 221.1 | 204 |
International | Logistics services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 4.9 | 4.2 | 14.3 | 11.9 |
International | Imaging, marketing services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0.2 | 0 | 0.6 | 0.1 |
International | Total Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 5.1 | $ 4.2 | $ 14.9 | $ 12 |
Revenue Recognition - Costs to
Revenue Recognition - Costs to Obtain Contracts (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Change in Capitalized Contract Costs [Roll Forward] | |
Balance at January 1, 2021 | $ 8.7 |
Costs to obtain contracts | 0 |
Amortization of costs to obtain contracts | (2.8) |
Balance at September 30, 2021 | $ 5.9 |
Strategic Investments - Change
Strategic Investments - Change in Ownership in Rise Interactive (Details) - Rise Interactive - USD ($) $ in Millions | Apr. 30, 2021 | Jun. 15, 2020 | Jun. 16, 2020 |
Business Acquisition [Line Items] | |||
Notes payable issued for purchase price | $ 15.9 | ||
Cash paid for acquisition | $ 1 | ||
Other Owner | |||
Business Acquisition [Line Items] | |||
Ownership interest by noncontrolling interests | 43.00% | 1.00% | |
Minimum | Quad/Graphics, Inc. | |||
Business Acquisition [Line Items] | |||
Ownership interest | 57.00% | ||
Maximum | Quad/Graphics, Inc. | |||
Business Acquisition [Line Items] | |||
Ownership interest | 100.00% | 99.00% | |
Rise Interactive | |||
Business Acquisition [Line Items] | |||
Stock repurchased and retired during period, value | $ 1.9 | $ 5.4 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | Jul. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Oct. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Tangible asset impairment charges | $ 0.3 | $ 2 | $ 4.2 | |||
Gain on sale of business | 20.9 | 0.1 | ||||
Settlement charges on pension plans | $ 0.8 | $ 0 | ||||
Discontinued Operations, Held-for-sale | United States Book Business, Versailles Kentucky Book Manufacturing Plant | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Discontinued operation, cash consideration | $ 7 | |||||
Liabilities assumed | $ 3 | |||||
Tangible asset impairment charges | $ 10.1 | |||||
Gain on sale of business | 3 | |||||
Discontinued Operations, Held-for-sale | United States Book Business, Fairfield Pennsylvania And Martinsburg West Virginia Book Manufacturing Plants | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Discontinued operation, cash consideration | $ 14.2 | |||||
Gain on sale of business | (3.5) | |||||
Settlement charges on pension plans | $ 1.4 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Employee termination charges | $ 1 | $ 3.3 | $ 8.5 | $ 25.4 |
Discontinued Operations, Held-for-sale | United States Book Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total net sales | 13 | 74.6 | ||
Total cost of sales, excluding depreciation and amortization | 12.5 | 75.6 | ||
Selling, general and administrative expenses | 0.9 | 3.9 | ||
Restructuring, impairment and transaction-related charges | 0 | 12.5 | ||
Other expenses, net | 0.1 | 0.2 | ||
Loss from discontinued operations before income taxes | (0.5) | (17.6) | ||
Income tax expense (benefit) | 0.6 | (4) | ||
Loss from discontinued operations, net of tax | $ (1.1) | (13.6) | ||
Impairment of tangible property, plant, and equipment | 11.5 | |||
Employee termination charges | $ 1 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Cash Flows Due to Discontinued Operations (Details) - Discontinued Operations, Held-for-sale - United States Book Business $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash flows provided by operating activities | $ 0 |
Cash flows provided by investing activities | $ 5.4 |
Restructuring, Impairment and_3
Restructuring, Impairment and Transaction-Related Charges - Schedule of Restructuring, Impairment and Transaction-Related Charges (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Employee termination charges | $ 1,000,000 | $ 3,300,000 | $ 8,500,000 | $ 25,400,000 |
Impairment charges | 300,000 | 0 | 2,000,000 | 4,200,000 |
Transaction-related charges | 0 | 900,000 | 400,000 | 1,700,000 |
Integration costs | 0 | 200,000 | 0 | 1,300,000 |
Other restructuring charges (income) | 6,100,000 | 5,400,000 | (14,300,000) | 16,400,000 |
Total | $ 7,400,000 | $ 9,800,000 | $ (3,400,000) | $ 49,000,000 |
Restructuring, Impairment and_4
Restructuring, Impairment and Transaction-Related Charges - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)plant | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)plant | Sep. 30, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment charges | $ 300,000 | $ 0 | $ 2,000,000 | $ 4,200,000 | ||
Transaction-related charges | 0 | $ 900,000 | 400,000 | $ 1,700,000 | ||
Other Current Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Short-term restructuring reserve | (20,500,000) | (20,500,000) | ||||
Accounts Payable | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Short-term restructuring reserve | (1,500,000) | (1,500,000) | ||||
Other long-term liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Long-term restructuring reserve | $ (5,900,000) | $ (5,900,000) | ||||
Facilities Idled | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Gain from sale of properties | $ 20,900,000 | $ 2,900,000 | ||||
2010 Restructuring Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of plant closures | plant | 50 | 50 |
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, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Other restructuring charges (income) | $ 6.1 | $ 5.4 | $ (14.3) | $ 16.4 | ||
Facilities Idled | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Vacant facility carrying costs and lease exit charges | 4.9 | 2.5 | 15.1 | 7.6 | ||
Gains on the sale of facilities | $ (20.9) | $ (2.9) | ||||
Equipment and Infrastructure Removal Charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Equipment and infrastructure removal costs | 0.5 | 0.1 | 1.5 | 1.1 | ||
Sale of facilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Gains on the sale of facilities | 0 | (0.8) | (10.1) | (1.6) | ||
Other restructuring charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Other restructuring activities | $ 0.7 | $ 3.6 | $ (20.8) | $ 9.3 |
Restructuring, Impairment and_6
Restructuring, Impairment and Transaction-Related Charges - Schedule of Restructuring Reserves (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | $ 40.9 |
Expense (income), net | (3.4) |
Cash payments, net | (24.3) |
Non-cash adjustments/reclassifications and translation | 14.7 |
Balance, end of period | 27.9 |
Employee Termination Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 14.6 |
Expense (income), net | 8.5 |
Cash payments, net | (17) |
Non-cash adjustments/reclassifications and translation | (0.7) |
Balance, end of period | 5.4 |
Impairment Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 0 |
Expense (income), net | 2 |
Cash payments, net | 0 |
Non-cash adjustments/reclassifications and translation | (2) |
Balance, end of period | 0 |
Transaction-Related Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 0.5 |
Expense (income), net | 0.4 |
Cash payments, net | (0.4) |
Non-cash adjustments/reclassifications and translation | 0 |
Balance, end of period | 0.5 |
Other Restructuring Charges | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 25.8 |
Expense (income), net | (14.3) |
Cash payments, net | (6.9) |
Non-cash adjustments/reclassifications and translation | 17.4 |
Balance, end of period | $ 22 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 0 | $ 0 | ||||
Amortization expense of intangible assets | $ 7,500,000 | $ 9,600,000 | 24,100,000 | $ 29,400,000 | ||
Goodwill | 86,400,000 | 86,400,000 | $ 103,000,000 | |||
United States Print and Related Services | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 86,400,000 | $ 86,400,000 | $ 86,400,000 | $ 103,000,000 | ||
Discontinued Operations, Held-for-sale | Third-Party Logistics Business | ||||||
Goodwill [Line Items] | ||||||
Goodwill sold | $ 16,600,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 894.7 | $ 911.3 | |
Accumulated goodwill impairment loss | (808.3) | (808.3) | |
Goodwill | 86.4 | 103 | |
United States Print and Related Services | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 864.7 | 881.3 | |
Accumulated goodwill impairment loss | (778.3) | (778.3) | |
Goodwill | 86.4 | $ 86.4 | 103 |
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 | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 650.6 | $ 651.8 | |
Accumulated Amortization | (568.6) | (547.5) | |
Net Book Value | $ 82 | 104.3 | |
Trademarks, patents, licenses and agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (Years) | 6 years | 6 years | |
Gross Carrying Amount | $ 68.4 | 69.6 | |
Accumulated Amortization | (49.3) | (44.3) | |
Net Book Value | $ 19.1 | 25.3 | |
Capitalized software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (Years) | 5 years | 5 years | |
Gross Carrying Amount | $ 18.5 | 17.3 | |
Accumulated Amortization | (13.6) | (11.7) | |
Net Book Value | $ 4.9 | 5.6 | |
Acquired Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (Years) | 5 years | 5 years | |
Gross Carrying Amount | $ 3.6 | 3 | |
Accumulated Amortization | (1) | (0.5) | |
Net Book Value | $ 2.6 | 2.5 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period (Years) | 6 years | 6 years | |
Gross Carrying Amount | $ 560.1 | 561.9 | |
Accumulated Amortization | (504.7) | (491) | |
Net Book Value | $ 55.4 | $ 70.9 |
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, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 7.6 | |
2022 | 30.2 | |
2023 | 26 | |
2024 | 15 | |
2025 | 2.6 | |
2026 | 0.6 | |
Net Book Value | $ 82 | $ 104.3 |
Receivables - Narrative (Detail
Receivables - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||||
Accounts receivable, credit loss expense | $ 0.2 | $ (0.9) | $ 1 | $ 5.1 |
Receivables - Rollforward (Deta
Receivables - Rollforward (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of period | $ 33.8 |
Provisions | 1 |
Write-offs | (3.6) |
Translation and other | (0.2) |
Balance at end of period | 31 |
Cumulative Effect, Period Of Adoption, Adjusted Balance | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of period | $ 33.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and manufacturing supplies | $ 144.9 | $ 90.9 |
Work in process | 44.7 | 33.4 |
Finished goods | 51.3 | 45.9 |
Total | $ 240.9 | $ 170.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Sep. 28, 2021 | Jun. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 3,854,600,000 | $ 3,854,600,000 | $ 4,188,200,000 | ||||
Less: accumulated depreciation | (3,108,000,000) | (3,108,000,000) | (3,304,000,000) | ||||
Property, plant and equipment—net | 746,600,000 | 746,600,000 | 884,200,000 | ||||
Tangible asset impairment charges | 300,000 | 2,000,000 | $ 4,200,000 | ||||
Impairment charges | 300,000 | $ 0 | 2,000,000 | 4,200,000 | |||
Depreciation expense | 31,200,000 | 35,200,000 | 95,200,000 | 109,500,000 | |||
Current assets of discontinued operations | 44,100,000 | 44,100,000 | 4,900,000 | ||||
Gains from sale and leaseback | 10,800,000 | $ 0 | 24,500,000 | $ 0 | |||
Sale leaseback transaction, term | 10 years | 7 years | |||||
Chalfont, Pennsylvania | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net financing proceeds from sale and leaseback | $ 20,000,000 | ||||||
Gains from sale and leaseback | $ 13,700,000 | ||||||
West Allis, Wisconsin | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net financing proceeds from sale and leaseback | $ 31,900,000 | ||||||
Gains from sale and leaseback | $ 10,800,000 | ||||||
Operating Lease, Right-Of-Use Asset | Chalfont, Pennsylvania | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 9,700,000 | 9,700,000 | |||||
Operating Lease, Right-Of-Use Asset | West Allis, Wisconsin | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 23,100,000 | 23,100,000 | |||||
Operating Lease Liability, Current | Chalfont, Pennsylvania | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 1,100,000 | 1,100,000 | |||||
Operating Lease Liability, Current | West Allis, Wisconsin | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 1,500,000 | 1,500,000 | |||||
Operating Lease Liability, Noncurrent | Chalfont, Pennsylvania | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 8,600,000 | 8,600,000 | |||||
Operating Lease Liability, Noncurrent | West Allis, Wisconsin | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Sale leaseback transaction, net book value | 21,600,000 | 21,600,000 | |||||
Land | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 73,700,000 | 73,700,000 | 97,600,000 | ||||
Buildings | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 659,600,000 | 659,600,000 | 780,300,000 | ||||
Machinery and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 2,920,200,000 | 2,920,200,000 | 3,094,100,000 | ||||
Other | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 182,800,000 | 182,800,000 | 183,200,000 | ||||
Construction in progress | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 18,300,000 | $ 18,300,000 | $ 33,000,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 822.3 | $ 923.4 |
Debt issuance costs | (4.6) | (6.9) |
Less: short-term debt and current portion of long-term debt | (258.5) | (20.7) |
Long-term debt | 563.8 | 902.7 |
Master note and security agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 8.7 | 15.6 |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Total debt | 559.6 | 657.6 |
Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Total debt | 238.7 | 238.7 |
International term loans | ||
Debt Instrument [Line Items] | ||
Total debt | 6.8 | 10.7 |
International revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Total debt | 11.3 | 4.9 |
Other | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1.8 | $ 2.8 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 29, 2020 | Jun. 28, 2020 | |
Debt Instrument [Line Items] | |||||||
Fair value of company debt | $ 800,000,000 | $ 800,000,000 | $ 900,000,000 | ||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 1,800,000 | |||
Master note and security agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt redeemed | 37,600,000 | ||||||
Loss on debt extinguishment | 200,000 | ||||||
Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | (800,000) | ||||||
Amount of debt repurchased | $ 4,700,000 | $ 4,700,000 | |||||
Interest rate, percentage | 7.00% | 7.00% | |||||
Third Amendment To Senior Secured Credit Facility | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 800,000,000 | ||||||
Fourth Amendment To Senior Secured Credit Facility | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
LIBOR interest rate floor | 0.75% |
Debt - Schedule of Debt Issuanc
Debt - Schedule of Debt Issuance Costs (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Issuance Costs [Roll Forward] | |
Balance at December 31, 2020 | $ 6.9 |
Amortization of debt issuance costs | (2.3) |
Balance at September 30, 2021 | $ 4.6 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Extinguishment of Debt [Line Items] | ||||
(Gain) loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ 1.8 |
Financing Arrangement, January 2019 | ||||
Extinguishment of Debt [Line Items] | ||||
(Gain) loss on debt extinguishment | 2.3 | |||
Financing Arrangement, June 2020 | ||||
Extinguishment of Debt [Line Items] | ||||
(Gain) loss on debt extinguishment | 0.1 | |||
Master note and security agreement | ||||
Extinguishment of Debt [Line Items] | ||||
(Gain) loss on debt extinguishment | 0.2 | |||
Senior Unsecured Notes | ||||
Extinguishment of Debt [Line Items] | ||||
(Gain) loss on debt extinguishment | $ (0.8) |
Debt - Debt Covenants and Compl
Debt - Debt Covenants and Compliance (Details) | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Oct. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020USD ($) | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | $ 27,400,000 | $ 55,200,000 | ||||
Senior secured leverage ratio to consolidated EBITDA | 2.18 | |||||
Ratio of interest coverage | 5.31 | |||||
Actual total leverage ratio | 3.10 | |||||
Financing Agreement Senior Secured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum annual dividend payment | $ 60,000,000 | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
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 | |||||
Senior Unsecured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, percentage | 7.00% | |||||
Senior Secured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | $ 75,000,000 | |||||
Total leverage ratio, covenant compliance | 4.125 | 4.25 | 4.50 | |||
Effective total leverage ratio, covenant compliance | 3.09 | |||||
Senior Secured Credit Facility | Maximum | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Total leverage ratio, covenant compliance | 3.75 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Liability for unrecognized tax benefits | $ 11.3 | $ 11.6 |
Decrease in unrecognized tax benefits | (0.3) | |
Anticipated decrease in unrecognized tax benefits within the next twelve months | $ 0.5 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 1,842,000,000 | $ 1,927,700,000 |
Liabilities | 1,697,300,000 | $ 1,842,900,000 |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
Liabilities | $ 0 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 60 Months Ended | |||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 28, 2024 | Feb. 28, 2022 | Dec. 31, 2020 | Jun. 29, 2020 | Mar. 19, 2019 | Feb. 07, 2017 | |
Derivative [Line Items] | ||||||||||
Balance of accumulated other comprehensive loss related to interest rate swaps expected to be reclassified during next twelve months | $ 4,500,000 | $ 4,500,000 | ||||||||
Change in fair value of interest rate swap | 1,700,000 | $ 1,800,000 | 5,300,000 | $ (9,300,000) | ||||||
Revolving credit facility | Fourth Amendment To Senior Secured Credit Facility | ||||||||||
Derivative [Line Items] | ||||||||||
LIBOR interest rate floor | 0.75% | |||||||||
Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, Notional Amount | $ 130,000,000 | $ 250,000,000 | ||||||||
Fixed swap rate | 2.43% | 1.89% | ||||||||
Cash flow hedge ineffectiveness recorded in earnings | 0 | |||||||||
Interest income (expense) on interest rate swap | 1,800,000 | 2,200,000 | 4,700,000 | 4,200,000 | ||||||
Interest Rate Swap | Subsequent Event | ||||||||||
Derivative [Line Items] | ||||||||||
Term | 5 years | 5 years | ||||||||
Other current liabilities | Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Interest rate swap liabilities | (1,900,000) | (1,900,000) | $ 0 | |||||||
Other long-term liabilities | ||||||||||
Derivative [Line Items] | ||||||||||
Interest rate swap liabilities | (6,400,000) | (6,400,000) | (14,400,000) | |||||||
Other long-term liabilities | Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Interest rate swap liabilities | (6,400,000) | (6,400,000) | $ (14,400,000) | |||||||
Interest Expense | Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Interest income (expense) on interest rate swap | 1,900,000 | 1,800,000 | 5,600,000 | 3,700,000 | ||||||
Loss recognized in interest expense excluded from hedge effectiveness assessments | (1,800,000) | (1,400,000) | (6,200,000) | (1,300,000) | ||||||
Amounts reclassified out of accumulated other comprehensive loss to interest expense | 1,700,000 | 1,800,000 | 5,300,000 | 1,800,000 | ||||||
Other Comprehensive Income (Loss) | Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Change in fair value of interest rate swap | $ 0 | $ 0 | $ 0 | $ 11,100,000 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Foreign Exchange Contracts (Details) | Sep. 30, 2021contract |
Foreign Exchange Contract | |
Derivatives, Fair Value [Line Items] | |
Foreign currency exchange contracts | 0 |
Other Current and Long-Term L_3
Other Current and Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Multiemployer pension plans – withdrawal liability | $ 33.1 | |
Restructuring liabilities | 27.9 | $ 40.9 |
Other Current Liabilities | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 104.3 | 130.2 |
Single employer pension plan obligations | 1.7 | 1.7 |
Multiemployer pension plans – withdrawal liability | 3.7 | 3.5 |
Deferred revenue | 43.2 | 52.9 |
Tax-related liabilities | 18.4 | 25.3 |
Restructuring liabilities | 20.5 | 33.1 |
Interest and rent liabilities | 7.7 | 3.6 |
Interest rate swap liabilities | 1.9 | 0 |
Other | 36.4 | 60.5 |
Total | 237.8 | 310.8 |
Other Long-Term Liabilities | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 64.3 | 67.4 |
Single employer pension plan obligations | 41.7 | 54.9 |
Multiemployer pension plans – withdrawal liability | 29.4 | 32.2 |
Deferred revenue | 1.8 | 2.6 |
Tax-related liabilities | 5.3 | 5.3 |
Restructuring liabilities | 5.9 | 7.2 |
Interest and rent liabilities | 0 | 0 |
Interest rate swap liabilities | 6.4 | 14.4 |
Other | 16.8 | 12.8 |
Total | 171.6 | 196.8 |
Total | ||
Schedule of Accrued Liabilities and Other Long-Term Liabilities [Line Items] | ||
Employee-related liabilities | 168.6 | 197.6 |
Single employer pension plan obligations | 43.4 | 56.6 |
Multiemployer pension plans – withdrawal liability | 33.1 | 35.7 |
Deferred revenue | 45 | 55.5 |
Tax-related liabilities | 23.7 | 30.6 |
Restructuring liabilities | 26.4 | 40.3 |
Interest and rent liabilities | 7.7 | 3.6 |
Interest rate swap liabilities | 8.3 | 14.4 |
Other | 53.2 | 73.3 |
Total | $ 409.4 | $ 507.6 |
Employee Retirement Plans - Def
Employee Retirement Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Employee stock ownership plan contribution expense | $ 0 | $ 0 | $ 0 | $ 0 |
Employee Retirement Plans - Pen
Employee Retirement Plans - Pension Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Net pension income | $ 3.4 | $ 2.7 | $ 11 | $ 8 |
Pension Plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | (2.3) | (3.4) | (6.5) | (10.2) |
Expected return on plan assets | 5.9 | 6.1 | 18.3 | 18.2 |
Net periodic pension income | 3.6 | 2.7 | 11.8 | 8 |
Settlement charge | (0.2) | 0 | (0.8) | 0 |
Net pension income | $ 3.4 | $ 2.7 | 11 | $ 8 |
Pension Plans | Non-qualified | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Benefit payments on non-qualified pension plans | 0.6 | |||
Pension Plans | Qualified | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Contributions on qualified pension plans | $ 0.8 |
Employee Retirement Plans - Mul
Employee Retirement Plans - Multiemployer Pension Plans (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021USD ($)plan | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Multiemployer Plans [Line Items] | |||
Number of underfunded plans | plan | 2 | ||
Withdrawal obligation | $ 33.1 | ||
Payments to multiemployer pension plans | 4.6 | $ 9.4 | |
Other Long-Term Liabilities | |||
Multiemployer Plans [Line Items] | |||
Withdrawal obligation | 29.4 | $ 32.2 | |
Other Current Liabilities | |||
Multiemployer Plans [Line Items] | |||
Withdrawal obligation | $ 3.7 | $ 3.5 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net earnings (loss) from continuing operations | $ 14.3 | $ 2.7 | $ 58.9 | $ (20.9) |
Less: net loss attributable to noncontrolling interests | 0 | 0 | 0 | (0.2) |
Net earnings (loss) from continuing operations attributable to Quad common shareholders | 14.3 | 2.7 | 58.9 | (20.7) |
Numerator | ||||
Net earnings (loss) attributable to Quad common shareholders | 14.3 | 1.6 | 58.9 | (34.3) |
Loss from discontinued operations, net of tax | $ 0 | $ (1.1) | $ 0 | $ (13.6) |
Denominator | ||||
Basic weighted average number of common shares outstanding for all classes of common shares (in shares) | 51.3 | 50.7 | 51.3 | 50.6 |
Plus: effect of dilutive equity incentive instruments (in shares) | 1.8 | 0.4 | 1.5 | 0 |
Diluted weighted average number of common shares outstanding for all classes of common shares (in shares) | 53.1 | 51.1 | 52.8 | 50.6 |
Earnings (loss) per share attributable to Quad common shareholders | ||||
Earnings (loss) per share attributable to Quad common shareholders, basic, continuing operations (USD per share) | $ 0.28 | $ 0.05 | $ 1.15 | $ (0.41) |
Earnings (loss) per share attributable to Quad common shareholders, basic, discontinued operations (USD per share) | 0 | (0.02) | 0 | (0.27) |
Cash dividends paid per common share for all classes of common shares (USD per share) | $ 0 | $ 0 | $ 0 | $ 0.15 |
Common Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0.3 | 1.8 | 0.8 |
Equity Incentive Programs - Equ
Equity Incentive Programs - Equity Incentive Programs and Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2 | $ 2.6 | $ 6.6 | $ 8.2 |
Income from remeasurement of liabilities | 0 | $ 0 | (0.1) | $ 0.2 |
Estimated future compensation expense | 7 | $ 7 | ||
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 | 1.8 | $ 1.8 | ||
Estimated Future Expense in 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | 3.5 | 3.5 | ||
Estimated Future Expense in 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | 1.5 | 1.5 | ||
Estimated Future Expense in 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | $ 0.2 | $ 0.2 | ||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate shares of common stock reserved (in shares) | 3,000,000 | 3,000,000 | ||
Stock option exercise price floor of fair market value of class A common stock (percent) | 100.00% | |||
Shares available for issuance (in shares) | 2,632,261 | 2,632,261 |
Equity Incentive Programs - Sto
Equity Incentive Programs - Stock Options Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Estimated future compensation expense | $ 7,000,000 | $ 7,000,000 | ||
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 | $ 0 | $ 0 | $ 0 |
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 - Sch
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 | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Shares Under Option | |||||
Outstanding at beginning of period (in shares) | 514,876 | 514,876 | |||
Granted (in shares) | 0 | 0 | 0 | 0 | |
Exercised (in shares) | 0 | ||||
Canceled/forfeited/expired (in shares) | (266,916) | ||||
Outstanding at end of period (in shares) | 247,960 | 247,960 | |||
Weighted Average Exercise Price | |||||
Outstanding at beginning of period (in dollars per share) | $ 27.49 | $ 27.49 | |||
Granted (in dollars per share) | 0 | ||||
Exercised (in dollars per share) | 0 | ||||
Canceled/forfeited/expired (in dollars per share) | 40.38 | ||||
Outstanding at end of period (in dollars per share) | $ 13.62 | $ 13.62 | |||
Weighted Average Remaining Contractual Term (years) | |||||
Outstanding at beginning of period (in years) | 6 months | 2 months 12 days | |||
Outstanding at end of period (in years) | 6 months | 2 months 12 days | |||
Aggregate Intrinsic Value (millions) | |||||
Outstanding at beginning of period | $ 0 | $ 0 | |||
Outstanding at end of period | $ 0 | $ 0 |
Equity Incentive Programs - Res
Equity Incentive Programs - Restricted Stock and Restricted Stock Unit Activity Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Income from remeasurement of liabilities | $ 0 | $ 0 | $ (0.1) | $ 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 | 2 | $ 2.6 | $ 5.7 | $ 7.4 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs classified as liability | $ 0.6 | $ 0.6 |
Equity Incentive Programs - S_2
Equity Incentive Programs - Schedule of Restricted Stock and Restricted Stock Unit Award Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
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) | 2,961,750 | ||||
Granted (in shares) | 1,156,363 | ||||
Vested (in shares) | (576,524) | ||||
Forfeited (in shares) | (191,945) | ||||
Nonvested at end of period (in shares) | 3,349,644 | 3,349,644 | 2,961,750 | ||
Weighted- Average Grant Date Fair Value Per Share | |||||
Nonvested at beginning of period (in dollars per share) | $ 11.55 | ||||
Granted (in dollars per share) | 3.91 | ||||
Vested (in dollars per share) | 22.55 | ||||
Forfeited (in dollars per share) | 9.84 | ||||
Nonvested at end of period (in dollars per share) | $ 7.12 | $ 7.12 | $ 11.55 | ||
Weighted- Average Remaining Contractual Term (years) | |||||
Nonvested at beginning of period | 1 year 4 months 24 days | 1 year 3 months 18 days | |||
Nonvested at end of period | 1 year 4 months 24 days | 1 year 3 months 18 days | |||
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) | 249,538 | ||||
Granted (in shares) | 41,553 | ||||
Vested (in shares) | (24,742) | ||||
Forfeited (in shares) | (26,842) | ||||
Nonvested at end of period (in shares) | 239,507 | 239,507 | 249,538 | ||
Weighted- Average Grant Date Fair Value Per Share | |||||
Nonvested at beginning of period (in dollars per share) | $ 11.70 | ||||
Granted (in dollars per share) | 3.82 | ||||
Vested (in dollars per share) | 17.93 | ||||
Forfeited (in dollars per share) | 6.82 | ||||
Nonvested at end of period (in dollars per share) | $ 10.24 | $ 10.24 | $ 11.70 | ||
Weighted- Average Remaining Contractual Term (years) | |||||
Nonvested at beginning of period | 9 months 18 days | 1 year 3 months 18 days | |||
Nonvested at end of period | 9 months 18 days | 1 year 3 months 18 days | |||
Deferred Stock Units (DSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Granted (in shares) | 221,616 | ||||
Weighted- Average Grant Date Fair Value Per Share | |||||
Granted (in dollars per share) | $ 3.82 | ||||
Weighted- Average Remaining Contractual Term (years) | |||||
Compensation expense | $ 0 | $ 0 | $ 0.8 | $ 1 |
Equity Incentive Programs - Def
Equity Incentive Programs - Deferred Stock Unit Activity (Details) - Deferred Stock Units (DSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Units | |
Outstanding at beginning of period (in shares) | 500,961 |
Granted (in shares) | 221,616 |
Dividend equivalents granted (in shares) | 0 |
Settled (in shares) | (35,186) |
Outstanding at end of period (in shares) | 687,391 |
Weighted-Average Grant Date Fair Value Per Share | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 10.69 |
Granted (in dollars per share) | $ / shares | 3.82 |
Dividend equivalents granted (in dollars per share) | $ / shares | 0 |
Settled (in dollars per share) | $ / shares | 11.53 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 8.26 |
Number of DSU to class A common share conversion (in shares) | 1 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Stock by Class (Details) | Sep. 30, 2021vote$ / sharesshares | Dec. 31, 2020shares |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.025 | |
Authorized Shares | 105,000,000 | 105,000,000 |
Outstanding | 41,100,000 | 40,200,000 |
Treasury | 600,000 | 200,000 |
Total Issued Shares | 41,700,000 | 40,400,000 |
Number of votes | vote | 1 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.025 | |
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 | |
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 - Narrativ
Shareholders' Equity - Narrative and Dividends (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($)votestock_class$ / sharesshares | Sep. 30, 2020USD ($)shares | Mar. 31, 2020$ / shares | Sep. 30, 2021USD ($)votestock_class$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares | Jul. 30, 2018USD ($) | |
Shareholders' Equity [Line Items] | |||||||
Number of classes of common stock | stock_class | 3 | 3 | |||||
Preferred stock, authorized shares | 500,000 | 500,000 | 500,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Preferred stock, issued shares | 0 | 0 | 0 | ||||
Employee stock ownership plan contribution expense | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||
Cash dividend declared (USD per share) | $ / shares | $ 0.15 | ||||||
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 | ||||
Share repurchase program, authorized amount | $ | $ 100,000,000 | ||||||
Shares repurchased (in shares) | 0 | 0 | 0 | ||||
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 C | |||||||
Shareholders' Equity [Line Items] | |||||||
Number of votes | vote | 10 | 10 | |||||
Common stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - By Component (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | $ (171.3) | $ (167.2) | ||
Other comprehensive income (loss) before reclassifications | (9) | (17.3) | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 6.1 | 1.3 | ||
Other comprehensive income (loss), net of tax | $ (3.4) | $ 5.5 | (2.9) | (16) |
Accumulated other comprehensive income (loss), net of tax, end of period | (174.2) | (183.2) | (174.2) | (183.2) |
Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | (130.8) | (131) | ||
Other comprehensive income (loss) before reclassifications | (9.1) | (9) | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0 | 0 | ||
Other comprehensive income (loss), net of tax | (9.1) | (9) | ||
Accumulated other comprehensive income (loss), net of tax, end of period | (139.9) | (140) | (139.9) | (140) |
Interest Rate Swap Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | (12.3) | (4.7) | ||
Other comprehensive income (loss) before reclassifications | 0 | (8.3) | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 5.3 | 1.3 | ||
Other comprehensive income (loss), net of tax | 5.3 | (7) | ||
Accumulated other comprehensive income (loss), net of tax, end of period | (7) | (11.7) | (7) | (11.7) |
Pension Benefit Plan Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), net of tax, beginning of period | (28.2) | (31.5) | ||
Other comprehensive income (loss) before reclassifications | 0.1 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | 0.8 | 0 | ||
Other comprehensive income (loss), net of tax | 0.9 | 0 | ||
Accumulated other comprehensive income (loss), net of tax, end of period | $ (27.3) | $ (31.5) | $ (27.3) | $ (31.5) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest expense | $ 15 | $ 17.9 | $ 45.1 | $ 52.2 |
Income tax expense (benefit) | 2.3 | (12) | 4.1 | (17.5) |
Net pension income | (3.4) | (2.7) | (11) | (8) |
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | (6.1) | (1.3) | ||
Total reclassifications for the period | 16.4 | (8.9) | 62.9 | (37.5) |
Total reclassifications for the period, net of tax | 14.3 | 1.6 | 58.9 | (34.5) |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income tax expense (benefit) | 0 | (0.5) | 0 | (0.5) |
Total reclassifications for the period | 1.9 | 1.8 | 6.1 | 1.8 |
Total reclassifications for the period, net of tax | 1.9 | 1.3 | 6.1 | 1.3 |
Interest Rate Swap Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | (5.3) | (1.3) | ||
Interest Rate Swap Adjustments | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest expense | 1.7 | 1.8 | 5.3 | 1.8 |
Income tax expense (benefit) | 0 | (0.5) | 0 | (0.5) |
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | (1.7) | (1.3) | (5.3) | (1.3) |
Defined Benefit Plans | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net pension income | 0.2 | 0 | 0.8 | 0 |
Amounts reclassified from accumulated other comprehensive loss to net earnings (loss) | $ (0.2) | $ 0 | $ (0.8) | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 706.1 | $ 679.3 | $ 2,105.8 | $ 2,086.3 |
Operating Income (Loss) from Continuing Operations | 28 | 6.3 | 97 | 8.5 |
Restructuring, Impairment and Transaction- Related Charges | 7.4 | 9.8 | (3.4) | 49 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) from Continuing Operations | 39.7 | 18.3 | 132.5 | 42.5 |
Restructuring, Impairment and Transaction- Related Charges | 7.4 | 9 | (4.3) | 47.3 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) from Continuing Operations | (11.7) | (12) | (35.5) | (34) |
Restructuring, Impairment and Transaction- Related Charges | 0 | 0.8 | 0.9 | 1.7 |
United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 624.3 | 607.2 | 1,869.8 | 1,870.3 |
Operating Income (Loss) from Continuing Operations | 36.1 | 20 | 124.4 | 44.6 |
Restructuring, Impairment and Transaction- Related Charges | 7.3 | 3.8 | (6.1) | 38 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 81.8 | 72.1 | 236 | 216 |
Operating Income (Loss) from Continuing Operations | 3.6 | (1.7) | 8.1 | (2.1) |
Restructuring, Impairment and Transaction- Related Charges | 0.1 | 5.2 | 1.8 | 9.3 |
Products | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 540.6 | 493.5 | 1,578.2 | 1,586.2 |
Products | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 540.6 | 493.5 | 1,578.2 | 1,586.2 |
Products | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 0 | 0 | 0 | 0 |
Products | United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 463.9 | 425.6 | 1,357.1 | 1,382.2 |
Products | International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 76.7 | 67.9 | 221.1 | 204 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 165.5 | 185.8 | 527.6 | 500.1 |
Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 165.5 | 185.8 | 527.6 | 500.1 |
Services | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 0 | 0 | 0 | 0 |
Services | United States Print and Related Services | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 160.4 | 181.6 | 512.7 | 488.1 |
Services | International | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 5.1 | $ 4.2 | $ 14.9 | $ 12 |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Profit from Segment to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Operating income from continuing operations | $ 28 | $ 6.3 | $ 97 | $ 8.5 |
Less: interest expense | 15 | 17.9 | 45.1 | 52.2 |
Less: net pension income | (3.4) | (2.7) | (11) | (8) |
Loss on debt extinguishment | 0 | 0 | 0 | 1.8 |
Loss before income taxes and equity in loss (earnings) of unconsolidated entity | $ 16.4 | $ (8.9) | $ 62.9 | $ (37.5) |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 02, 2021USD ($) | Nov. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | ||||
Term loan facility | $ 822,300,000 | $ 923,400,000 | ||
Senior secured leverage ratio to consolidated EBITDA | 2.18 | |||
Maximum | ||||
Subsequent Event [Line Items] | ||||
Senior secured leverage ratio to consolidated EBITDA | 3.50 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Covenant, leverage ratio, maximum | 3.75 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Scenario One | ||||
Subsequent Event [Line Items] | ||||
Maximum annual dividend payment | $ 60,000,000 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Scenario Two | ||||
Subsequent Event [Line Items] | ||||
Maximum annual dividend payment | $ 100,000,000 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Fiscal Quarters Ending September 30 of Any Year | ||||
Subsequent Event [Line Items] | ||||
Senior secured leverage ratio, maximum | 3.50 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Reserve Adjusted LIBOR | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable ate | 2.75% | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable ate | 1.75% | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Extended Maturity Date | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate, increase | 0.50% | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Minimum | Scenario Two | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio, covenant compliance | 2.50 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable ate | 0.75% | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Maximum | Scenario One | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio, covenant compliance | 2.75 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Maximum | Scenario Two | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio, covenant compliance | 2.75 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Maximum | Scenario Three | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio, covenant compliance | 2.50 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Maximum | Fiscal Quarter Ending Prior to December 31, 2023 | ||||
Subsequent Event [Line Items] | ||||
Senior secured leverage ratio to consolidated EBITDA | 3.50 | |||
Subsequent Event | Fifth Amendment To Senior Secured Credit Facility | Maximum | Fiscal Quarters Ending on or After December 31, 2023 | ||||
Subsequent Event [Line Items] | ||||
Senior secured leverage ratio to consolidated EBITDA | 3.25 | |||
Subsequent Event | Term Loan A | Fifth Amendment To Senior Secured Credit Facility | Existing Maturity Date | ||||
Subsequent Event [Line Items] | ||||
Term loan facility | $ 91,500,000 | |||
Subsequent Event | Term Loan A | Fifth Amendment To Senior Secured Credit Facility | Extended Maturity Date | ||||
Subsequent Event [Line Items] | ||||
Term loan facility | 483,900,000 | |||
Subsequent Event | Revolving credit facility | Fourth Amendment To Senior Secured Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | |||
Subsequent Event | Revolving credit facility | Fifth Amendment To Senior Secured Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 432,500,000 | |||
Aggregate commitments and liquidity balance, minimum | 181,600,000 | |||
Subsequent Event | Revolving credit facility | Fifth Amendment To Senior Secured Credit Facility | Existing Maturity Date | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 90,000,000 | |||
Subsequent Event | Revolving credit facility | Fifth Amendment To Senior Secured Credit Facility | Extended Maturity Date | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 342,500,000 |