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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to
Commission File Number 001-34806
QUAD-20210630_G1.JPG
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1152983
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices) (Zip Code)
(414) 566-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock,
par value $0.025 per share		 QUAD The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Class Outstanding as of July 30, 2021
Class A Common Stock 41,067,183
Class B Common Stock 13,556,858
Class C Common Stock —


QUAD/GRAPHICS, INC.
FORM 10-Q INDEX
For the Quarter Ended June 30, 2021
Page No.
3
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5
6
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8
9



2
PART I — FINANCIAL INFORMATION

ITEM 1.    Condensed Consolidated Financial Statements (Unaudited)

QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net sales
Products $ 511.6  $ 447.7  $ 1,037.6  $ 1,092.7 
Services 182.3  136.8  362.1  314.3 
Total net sales 693.9  584.5  1,399.7  1,407.0 
Cost of sales
Products 413.7  362.9  842.0  886.6 
Services 140.5  98.0  272.0  222.0 
Total cost of sales 554.2  460.9  1,114.0  1,108.6 
Operating expenses
Selling, general and administrative expenses 80.1  63.3  160.6  162.9 
Gain from sale and leaseback (13.7) —  (13.7) — 
Depreciation and amortization 38.7  46.7  80.6  94.1 
Restructuring, impairment and transaction-related charges (13.4) 16.4  (10.8) 39.2 
Total operating expenses 645.9  587.3  1,330.7  1,404.8 
Operating income (loss) from continuing operations 48.0  (2.8) 69.0  2.2 
Interest expense 15.6  16.2  30.1  34.3 
Net pension income (3.5) (2.6) (7.6) (5.3)
Loss on debt extinguishment —  2.4  —  1.8 
Earnings (loss) from continuing operations before income taxes and equity in loss of unconsolidated entity 35.9  (18.8) 46.5  (28.6)
Income tax expense (benefit) 1.3  (4.3) 1.8  (5.5)
Earnings (loss) from continuing operations before equity in loss of unconsolidated entity 34.6  (14.5) 44.7  (23.1)
Equity in loss of unconsolidated entity 0.2  0.5  0.1  0.5 
Net earnings (loss) from continuing operations 34.4  (15.0) 44.6  (23.6)
Loss from discontinued operations, net of tax —  (8.7) —  (12.5)
Net earnings (loss) 34.4  (23.7) 44.6  (36.1)
Less: net loss attributable to noncontrolling interests —  (0.2) —  (0.2)
Net earnings (loss) attributable to Quad common shareholders $ 34.4  $ (23.5) $ 44.6  $ (35.9)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


3
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
(in millions, except per share data)
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Earnings (loss) per share attributable to Quad common shareholders
Basic:
Continuing operations $ 0.67  $ (0.29) $ 0.87  $ (0.46)
Discontinued operations —  (0.17) —  (0.25)
Basic earnings (loss) per share attributable to Quad common shareholders $ 0.67  $ (0.46) $ 0.87  $ (0.71)
Diluted:
Continuing operations $ 0.66  $ (0.29) $ 0.85  $ (0.46)
Discontinued operations —  (0.17) —  (0.25)
Diluted earnings (loss) per share attributable to Quad common shareholders $ 0.66  $ (0.46) $ 0.85  $ (0.71)
Weighted average number of common shares outstanding
Basic 51.3  50.7  51.3  50.6 
Diluted 52.5  50.7  52.7  50.6 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


4
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net earnings (loss) $ 34.4  $ (23.7) $ 44.6  $ (36.1)
Other comprehensive income (loss)
Translation adjustments 2.2  2.1  (3.8) (13.2)
Interest rate swap adjustments 1.8  —  3.6  (11.1)
Pension benefit plan adjustments 0.7  —  0.7  — 
Other comprehensive income (loss), before tax 4.7  2.1  0.5  (24.3)
Income tax impact related to items of other comprehensive income (loss) —  —  —  2.8 
Other comprehensive income (loss), net of tax 4.7  2.1  0.5  (21.5)
Total comprehensive income (loss) 39.1  (21.6) 45.1  (57.6)
Less: comprehensive income (loss) attributable to noncontrolling interests —  (0.2) —  (0.2)
Comprehensive income (loss) attributable to Quad common shareholders $ 39.1  $ (21.4) $ 45.1  $ (57.4)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).



5
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(UNAUDITED)
June 30,
2021		 December 31,
2020
ASSETS
Cash and cash equivalents $ 98.3  $ 55.2 
Receivables, less allowance for credit losses of $31.1 million at June 30, 2021, and $33.8 million at December 31, 2020
 323.8  399.1 
Inventories 168.6  170.2 
Prepaid expenses and other current assets 36.0  54.7 
Total current assets 626.7  679.2 
Property, plant and equipment—net 831.6  884.2 
Operating lease right-of-use assets—net 80.1  81.0 
Goodwill 86.4  103.0 
Other intangible assets—net 88.9  104.3 
Equity method investment in unconsolidated entity 2.6  2.6 
Other long-term assets 72.8  73.4 
Total assets $ 1,789.1  $ 1,927.7 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable $ 313.7  $ 320.0 
Other current liabilities 226.0  310.8 
Short-term debt and current portion of long-term debt 257.7  20.7 
Current portion of finance lease obligations 2.7  2.8 
Current portion of operating lease obligations 26.6  28.4 
Total current liabilities 826.7  682.7 
Long-term debt 589.0  902.7 
Finance lease obligations 1.7  2.0 
Operating lease obligations 55.5  54.5 
Deferred income taxes 7.4  4.2 
Other long-term liabilities 176.7  196.8 
Total liabilities 1,657.0  1,842.9 
Commitments and contingencies (Note 10)
Shareholders’ equity
Preferred stock —  — 
Common stock, Class A 1.0  1.0 
Common stock, Class B 0.4  0.4 
Common stock, Class C —  — 
Additional paid-in capital 836.4  833.1 
Treasury stock, at cost (13.6) (13.1)
Accumulated deficit (521.3) (566.0)
Accumulated other comprehensive loss (170.8) (171.3)
Quad’s shareholders’ equity 132.1  84.1 
Noncontrolling interests —  0.7 
Total shareholders’ equity and noncontrolling interests 132.1  84.8 
Total liabilities and shareholders’ equity $ 1,789.1  $ 1,927.7 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


6
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(UNAUDITED)
Six Months Ended June 30,
2021 2020
OPERATING ACTIVITIES
Net earnings (loss) $ 44.6  $ (36.1)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization 80.6  94.1 
Impairment charges 1.7  15.5 
Settlement loss on pension plans 0.6  — 
Amortization of debt issuance costs and original issue discount 1.4  1.3 
Loss on debt extinguishment —  1.8 
Stock-based compensation 4.7  5.6 
Gain on the sale or disposal of property, plant and equipment (23.3) (0.9)
(Gain) loss on the sale of businesses (20.9) 2.9 
Deferred income taxes 2.1  6.8 
Equity in loss of unconsolidated entity 0.1  0.5 
Changes in operating assets and liabilities—net of acquisitions and divestitures (2.7) (24.3)
Net cash provided by operating activities 88.9  67.2 
INVESTING ACTIVITIES
Purchases of property, plant and equipment (27.2) (38.0)
Cost investment in unconsolidated entities (0.7) — 
Proceeds from the sale of property, plant and equipment 35.0  4.0 
Proceeds from the sale of businesses 39.0  40.1 
Acquisition of businesses—net of cash acquired —  (1.8)
Other investing activities (0.2) 1.8 
Net cash provided by investing activities 45.9  6.1 
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt —  0.1 
Payments of long-term debt (83.0) (56.3)
Payments of finance lease obligations (1.6) (5.1)
Borrowings on revolving credit facilities 120.1  311.7 
Payments on revolving credit facilities (114.5) (312.4)
Payments of debt issuance costs and financing fees —  (2.7)
Changes in ownership of noncontrolling interests (1.9) (6.4)
Equity awards redeemed to pay employees’ tax obligations (1.1) (1.0)
Payment of cash dividends (1.4) (9.5)
Other financing activities (8.1) 0.1 
Net cash used in financing activities (91.5) (81.5)
Effect of exchange rates on cash and cash equivalents (0.2) (0.3)
Net increase (decrease) in cash and cash equivalents 43.1  (8.5)
Cash and cash equivalents at beginning of period 55.2  78.7 
Cash and cash equivalents at end of period $ 98.3  $ 70.2 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


7
QUAD/GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND NONCONTROLLING INTERESTS
(in millions)
(UNAUDITED)

Condensed Consolidated Statement of Shareholders’ Equity For the Six Months Ended June 30, 2021
Common Stock Additional
Paid-in
Capital		 Treasury Stock Accumulated
Deficit		 Accumulated
Other
Comprehensive
Loss		 Quad’s
Shareholders’
Equity		 Noncontrolling
Interests
Shares Amount Shares Amount
Balance at December 31, 2020 54.4  $ 1.4  $ 833.1  (0.8) $ (13.1) $ (566.0) $ (171.3) $ 84.1  $ 0.7 
Net earnings —  —  —  —  —  10.2  —  10.2  — 
Foreign currency translation adjustments —  —  —  —  —  —  (6.0) (6.0) — 
Interest rate swap adjustments, net of tax —  —  —  —  —  —  1.8  1.8  — 
Stock-based compensation —  —  3.0  —  —  —  —  3.0  — 
Issuance of share-based awards, net of other activity 1.3  —  (0.6) —  1.0  —  —  0.4  — 
Awards redeemed to pay employees’ tax obligations —  —  —  (0.2) (1.1) —  —  (1.1) — 
Balance at March 31, 2021 55.7  $ 1.4  $ 835.5  (1.0) $ (13.2) $ (555.8) $ (175.5) $ 92.4  $ 0.7 
Net earnings —  —  —  —  —  34.4  —  34.4  — 
Change in ownership of noncontrolling interests —  —  (1.1) —  —  —  —  (1.1) (0.7)
Foreign currency translation adjustments —  —  —  —  —  —  2.2  2.2  — 
Interest rate swap adjustments, net of tax —  —  —  —  —  —  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 —  —  0.4  (0.1) (0.4) —  —  —  — 
Balance at June 30, 2021 55.7  $ 1.4  $ 836.4  (1.1) $ (13.6) $ (521.3) $ (170.8) $ 132.1  $ — 


Condensed Consolidated Statement of Shareholders’ Equity For the Six Months Ended June 30, 2020
Common Stock Additional
Paid-in
Capital		 Treasury Stock Accumulated
Deficit		 Accumulated
Other
Comprehensive
Loss		 Quad’s
Shareholders’
Equity		 Noncontrolling
Interests
Shares Amount Shares Amount
Balance at December 31, 2019 54.3  $ 1.4  $ 847.4  (1.6) $ (31.5) $ (423.5) $ (167.2) $ 226.6  $ 17.7 
Accumulated deficit transition adjustment for adoption of ASU 2016-13, net of tax —  —  —  —  —  (6.3) —  (6.3) — 
Balance at January 1, 2020 54.3  $ 1.4  $ 847.4  (1.6) $ (31.5) $ (429.8) $ (167.2) $ 220.3  $ 17.7 
Net loss —  —  —  —  —  (12.4) —  (12.4) — 
Change in ownership of noncontrolling interests —  —  —  —  —  —  —  —  0.1 
Foreign currency translation adjustments —  —  —  —  —  —  (15.3) (15.3) — 
Interest rate swap adjustments, net of tax —  —  —  —  —  —  (8.3) (8.3) — 
Cash dividends declared ($0.15 per common share)
 —  —  —  —  —  (7.9) —  (7.9) — 
Stock-based compensation —  —  3.1  —  —  —  —  3.1  — 
Issuance of share-based awards, net of other activity 0.1  —  (19.8) 1.1  19.8  —  —  —  — 
Awards redeemed to pay employees’ tax obligations —  —  —  (0.2) (1.0) —  —  (1.0) — 
Balance at March 31, 2020 54.4  $ 1.4  $ 830.7  (0.7) $ (12.7) $ (450.1) $ (190.8) $ 178.5  $ 17.8 
Net loss —  —  —  —  —  (23.5) —  (23.5) (0.2)
Change 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 —  —  —  —  (0.2) —  —  (0.2) — 
Balance at June 30, 2020 54.4  $ 1.4  $ 828.0  (0.7) $ (12.9) $ (473.6) $ (188.7) $ 154.2  $ 0.7 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


8


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)

Note 1. 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 magazine advertising page counts, retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions. The Company expects this seasonality impact to continue in future years.

The financial information contained herein reflects all adjustments, in the opinion of management, necessary for a fair presentation of the Company’s results of operations for the three and six months ended June 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 six months ended June 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, and will continue to have, 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. 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 ending September 30, 2021. The Company is continuing to evaluate its cost structure and may implement additional cost reduction measures as necessary. As the pandemic continues, and new variants emerge, the extent of the impact on the Company’s business, financial condition, cash flows, results of operations and supply chain will depend on future developments, all of which are still highly uncertain.












9


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Note 2. 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 six months ended June 30, 2021 and 2020:

United States Print
and Related Services		 International Total
Three months ended June 30, 2021
Catalog, publications, retail inserts, and directories $ 299.8  $ 59.0  $ 358.8 
Direct mail and other printed products 131.4  19.0  150.4 
Other 2.1  0.3  2.4 
Total products 433.3  78.3  511.6 
Logistics services 93.6  4.3  97.9 
Imaging, marketing services and other services 84.0  0.4  84.4 
Total services 177.6  4.7  182.3 
Total net sales $ 610.9  $ 83.0  $ 693.9 
Three months ended June 30, 2020
Catalog, publications, retail inserts, and directories $ 285.8  $ 44.2  $ 330.0 
Direct mail and other printed products 106.5  10.3  116.8 
Other 0.7  0.2  0.9 
Total products 393.0  54.7  447.7 
Logistics services 61.7  3.3  65.0 
Imaging, marketing services and other services 71.8  —  71.8 
Total services 133.5  3.3  136.8 
Total net sales $ 526.5  $ 58.0  $ 584.5 



10


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
United States Print
and Related Services		 International Total
Six months ended June 30, 2021
Catalog, publications, retail inserts, and directories $ 629.5  $ 108.0  $ 737.5 
Direct mail and other printed products 260.4  35.8  296.2 
Other 3.3  0.6  3.9 
Total products 893.2  144.4  1,037.6 
Logistics services 186.3  9.4  195.7 
Imaging, marketing services and other services 166.0  0.4  166.4 
Total services 352.3  9.8  362.1 
Total net sales $ 1,245.5  $ 154.2  $ 1,399.7 
Six months ended June 30, 2020
Catalog, publications, retail inserts, and directories $ 697.9  $ 108.9  $ 806.8 
Direct mail and other printed products 256.9  26.7  283.6 
Other 1.8  0.5  2.3 
Total products 956.6  136.1  1,092.7 
Logistics services 151.7  7.7  159.4 
Imaging, marketing services and other services 154.8  0.1  154.9 
Total services 306.5  7.8  314.3 
Total net sales $ 1,263.1  $ 143.9  $ 1,407.0 

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.



11


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 impairment. Activity impacting costs to obtain contracts for the six months ended June 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 (1.7)
Balance at June 30, 2021 $ 7.0 

Note 3. 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.

Note 4. 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.





12


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 six months ended June 30, 2020:
Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
Total net sales $ 21.3  $ 61.6 
Total cost of sales, excluding depreciation and amortization 22.0  63.1 
Selling, general and administrative expenses 1.1  3.0 
Restructuring, impairment and transaction-related charges (1)
 10.3  12.5 
Other expenses, net 0.1  0.1 
Loss from discontinued operations before income taxes (12.2) (17.1)
Income tax benefit (3.5) (4.6)
Loss from discontinued operations, net of tax $ (8.7) $ (12.5)
______________________________
(1)The Company recognized $10.0 million and $11.3 million of impairment charges for tangible property, plant and equipment during the three and six months ended June 30, 2020, respectively, to reduce the carrying value of the Book business to its fair value.

The condensed consolidated statement of cash flows for the six months ended June 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 six months ended June 30, 2020, were as follows:
Six Months Ended June 30, 2020
Cash flows provided by operating activities $ 0.4 
Cash flows used in investing activities (1.6)

Note 5. Restructuring, Impairment and Transaction-Related Charges

The Company recorded restructuring, impairment and transaction-related charges for the three and six months ended June 30, 2021 and 2020, as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Employee termination charges $ 2.8  $ 9.5  $ 7.5  $ 22.1 
Impairment charges 0.9  1.7  1.7  4.2 
Transaction-related charges 0.2  0.3  0.4  0.8 
Integration costs —  0.4  —  1.1 
Other restructuring charges (income) (17.3) 4.5  (20.4) 11.0 
Total $ (13.4) $ 16.4  $ (10.8) $ 39.2 



13


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 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 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 six months ended June 30, 2021 and 2020:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Vacant facility carrying costs and lease exit charges $ 6.3  $ 2.4  $ 10.2  $ 5.1 
Equipment and infrastructure removal costs 0.2  0.4  1.0  1.0 
Gains on the sale of facilities (2.3) —  (10.1) (0.8)
Other restructuring activities (21.5) 1.7  (21.5) 5.7 
Other restructuring charges (income) $ (17.3) $ 4.5  $ (20.4) $ 11.0 

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 $0.9 million and $1.7 million during the three and six months ended June 30, 2021, respectively, and $1.7 million and $4.2 million during the three and six months ended June 30, 2020, respectively. 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.



14


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 $0.2 million and $0.4 million were recorded during the three and six months ended June 30, 2021, respectively, and $0.3 million and $0.8 million were recorded during the three and six months ended June 30, 2020, respectively.

Restructuring Reserves

Activity impacting the Company’s restructuring reserves for the six months ended June 30, 2021, was as follows:
Employee
Termination
Charges		 Impairment
Charges		 Transaction-Related
Charges		 Other
Restructuring
Charges		 Total
Balance at December 31, 2020 $ 14.6  $ —  $ 0.5  $ 25.8  $ 40.9 
Expense (income), net 7.5  1.7  0.4  (20.4) (10.8)
Cash payments, net (12.6) —  (0.4) (1.7) (14.7)
Non-cash adjustments/reclassifications and translation (0.6) (1.7) —  16.9  14.6 
Balance at June 30, 2021 $ 8.9  $ —  $ 0.5  $ 20.6  $ 30.0 

The Company’s restructuring reserves at June 30, 2021, included a short-term and a long-term component. The short-term portion included $21.9 million in other current liabilities (see Note 14, “Other Current and Long-Term Liabilities”) and $1.2 million in accounts payable in the condensed consolidated balance sheets as the Company expects these reserves to be paid within the next twelve months. The long-term portion of $6.9 million is included in other long-term liabilities (see Note 14, “Other Current and Long-Term Liabilities”) in the condensed consolidated balance sheets.

Note 6. 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.

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).


15


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)

No goodwill impairment was recorded related to the retained portion of the Core Print and Related Services reporting unit during the three months ended June 30, 2021. No indicators of impairment were identified in any of the Company’s other reporting units during the three and six months ended June 30, 2021.

The accumulated goodwill impairment losses and the carrying value of goodwill at June 30, 2021, and December 31, 2020, were as follows:
June 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 June 30, 2021, and December 31, 2020, were as follows:
June 30, 2021 December 31, 2020
Weighted
Average
Amortization
Period
(Years)		 Gross
Carrying
Amount		 Accumulated
Amortization		 Net Book
Value		 Weighted
Average
Amortization
Period
(Years)		 Gross
Carrying
Amount		 Accumulated
Amortization		 Net Book
Value
Trademarks, patents, licenses and agreements 6 $ 69.0  $ (48.0) $ 21.0  6 $ 69.6  $ (44.3) 25.3 
Capitalized software 5 17.8  (13.0) 4.8  5 17.3  (11.7) 5.6 
Acquired Technology 5 3.6  (0.8) 2.8  5 3.0  (0.5) 2.5 
Customer relationships 6 561.0  (500.7) 60.3  6 561.9  (491.0) 70.9 
Total $ 651.4  $ (562.5) $ 88.9  $ 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 June 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 six months ended June 30, 2021 and 2020.



16


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Amortization expense for other intangible assets was $7.5 million and $16.6 million for the three and six months ended June 30, 2021, respectively, and $9.9 million and $19.8 million for the three and six months ended June 30, 2020, respectively. The estimated future amortization expense related to other intangible assets as of June 30, 2021, was as follows:
Amortization Expense
Remainder of 2021 $ 15.4 
2022 30.0 
2023 25.8 
2024 14.9 
2025 2.5 
2026 0.3 
Total $ 88.9 

Note 7. 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 $0.8 million during the three and six months ended June 30, 2021, respectively, and $1.0 million and $6.0 million during the three and six months ended June 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 six months ended June 30, 2021, was as follows:
Allowance for Credit Losses
Balance at December 31, 2020 $ 33.8 
Provisions 0.8 
Write-offs (3.2)
Translation and other (0.3)
Balance at June 30, 2021 $ 31.1 



17


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Note 8. Inventories

The components of inventories at June 30, 2021, and December 31, 2020, were as follows:
June 30,
2021		 December 31,
2020
Raw materials and manufacturing supplies $ 103.7  $ 90.9 
Work in process 26.8  33.4 
Finished goods 38.1  45.9 
Total $ 168.6  $ 170.2 

Note 9. Property, Plant and Equipment

The components of property, plant and equipment at June 30, 2021, and December 31, 2020, were as follows:
June 30,
2021		 December 31,
2020
Land $ 90.9  $ 97.6 
Buildings 775.8  780.3 
Machinery and equipment 3,086.1  3,094.1 
Other(1)
 186.8  183.2 
Construction in progress 14.6  33.0 
Property, plant and equipment—gross $ 4,154.2  $ 4,188.2 
Less: accumulated depreciation (3,322.6) (3,304.0)
Property, plant and equipment—net $ 831.6  $ 884.2 
______________________________
(1)Other consists of computer equipment, vehicles, furniture and fixtures, leasehold improvements and communication-related equipment.

The Company recorded impairment charges of $0.9 million and $1.7 million during the three and six months ended June 30, 2021, respectively, and $1.7 million and $4.2 million during the three and six months ended June 30, 2020, respectively, to reduce the carrying amounts of certain property, plant and equipment no longer utilized in production to fair value (see Note 5, “Restructuring, Impairment and Transaction-Related Charges,” for further discussion on impairment charges).

The Company recognized depreciation expense of $31.2 million and $64.0 million for the three and six months ended June 30, 2021, respectively, and $36.8 million and $74.3 million for the three and six months ended June 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. There were no assets held for sale as of June 30, 2021, and assets held for sale were $4.9 million as of December 31, 2020. 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.



18


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Gain 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 $10.1 million asset included in the operating lease right of use assets - net, current operating lease obligation of $1.0 million and operating lease obligation of $9.1 million in the condensed consolidated balance sheet as of June 30, 2021.

Note 10. 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.

Note 11. Debt

The components of long-term debt as of June 30, 2021, and December 31, 2020, were as follows:
June 30,
2021		 December 31,
2020
Master note and security agreement $ 8.7  $ 15.6 
Term Loan A 585.4  657.6 
Revolving credit facility —  — 
Senior unsecured notes 238.7  238.7 
International term loans 6.9  10.7 
International revolving credit facilities 10.3  4.9 
Other 2.2  2.8 
Debt issuance costs (5.5) (6.9)
Total debt $ 846.7  $ 923.4 
Less: short-term debt and current portion of long-term debt (257.7) (20.7)
Long-term debt $ 589.0  $ 902.7 



19


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 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 six months ended June 30, 2021, was as follows:
Capitalized Debt
Issuance Costs
Balance at December 31, 2020 $ 6.9 
Amortization of debt issuance costs (1.4)
Balance at June 30, 2021 $ 5.5 

Loss on Debt Extinguishment

During the six months ended June 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 ending 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 six months ended June 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 

















20


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 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 ending September 30, 2021 (for the twelve months ended June 30, 2021, the Company’s Maximum Total Net Leverage Ratio was 3.03 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 June 30, 2021, the Company’s Senior Secured Leverage Ratio was 2.04 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 June 30, 2021, the Company’s Interest Coverage Ratio was 4.97 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.



21


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 30, 2021, the Company’s Total Net Leverage Ratio was 2.97 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 June 30, 2021, was 2.97 to 1.00, and we are 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 2.04 to 1.00 and the Total Net Leverage Ratio was 2.97 to 1.00, as of June 30, 2021.

Note 12. 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 June 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 June 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 $0.1 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.



22


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Note 13. 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 June 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 $5.7 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
Interest Rate Swap		 February 7, 2017
Interest Rate Swap
Effective date March 29, 2019 February 28, 2017
Termination date March 28, 2024 February 28, 2022
Term 5 years 5 years
Notional amount $130.0 $250.0
Fixed swap rate 2.43% 1.89%

The Company classifies the interest rate swaps as Level 2 because the inputs into the valuation model are observable or can be derived or corroborated utilizing observable market data at commonly quoted intervals. The fair value of the interest rate swaps classified as Level 2 as of June 30, 2021, and December 31, 2020, were as follows:
Balance Sheet Location June 30, 2021 December 31, 2020
Interest rate swap liabilities Other current liabilities $ (3.0) $ — 
Interest rate swap liabilities Other long-term liabilities $ (7.1) $ (14.4)



23


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 30, Six Months Ended June 30,
2021 2020 2021 2020
Cash Flow Impacts
Net interest paid $ 1.9  $ 1.5  $ 3.7  $ 1.9 
Impacts with Swaps as Hedging Instruments
Loss recognized in other comprehensive loss —  —  —  11.1 
Impacts with Swaps as Nonhedging Instruments
(Income) loss recognized in interest expense excluded from hedge effectiveness assessments (1.7) 0.1  (4.4) 0.1 
Amounts reclassified out of accumulated other comprehensive loss to interest expense 1.8  —  3.6  — 
Net interest expense 1.9  1.5  3.7  1.9 
Total impact of swaps to interest expense $ 2.0  $ 1.6  $ 2.9  $ 2.0 

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 June 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 six months ended June 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 June 30, 2021.



24


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 June 30, 2021, and December 31, 2020.

Note 14. Other Current and Long-Term Liabilities

The components of other current and long-term liabilities as of June 30, 2021, and December 31, 2020, were as follows:
June 30, 2021 December 31, 2020
Other Current Liabilities Other
Long-Term Liabilities		 Total Other Current Liabilities Other
Long-Term Liabilities		 Total
Employee-related liabilities (1)
 $ 103.3  $ 64.3  $ 167.6  $ 130.2  $ 67.4  $ 197.6 
Single employer pension plan obligations 1.7  45.5  47.2  1.7  54.9  56.6 
Multiemployer pension plans – withdrawal liability 3.7  30.3  34.0  3.5  32.2  35.7 
Deferred revenue 36.5  2.1  38.6  52.9  2.6  55.5 
Tax-related liabilities 19.5  5.2  24.7  25.3  5.3  30.6 
Restructuring liabilities 21.9  6.9  28.8  33.1  7.2  40.3 
Interest and rent liabilities 3.7  —  3.7  3.6  —  3.6 
Interest rate swap liabilities 3.0  7.1  10.1  —  14.4  14.4 
Other 32.7  15.3  48.0  60.5  12.8  73.3 
Total $ 226.0  $ 176.7  $ 402.7  $ 310.8  $ 196.8  $ 507.6 
______________________________
(1)Employee-related liabilities consist primarily of payroll, bonus, vacation, health and workers’ compensation.

Note 15. 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 six months ended June 30, 2021 and 2020.



25


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 six months ended June 30, 2021 and 2020, were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Interest cost $ (2.1) $ (3.4) $ (4.2) $ (6.8)
Expected return on plan assets 6.2  6.0  12.4  12.1 
Net periodic pension income 4.1  2.6  8.2  5.3 
Settlement charge (0.6) —  (0.6) — 
Net pension income $ 3.5  $ 2.6  $ 7.6  $ 5.3 

The Company made $0.4 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 six months ended June 30, 2021.

The Company incurred a non-cash settlement charge of $0.6 million during the six months ended June 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”)

The Company has withdrawn from all significant MEPPs and replaced these union sponsored “promise to pay in the future” defined benefit plans with a Company sponsored “pay as you go” defined contribution plan. The two MEPPs, the Graphic Communications International Union – Employer Retirement Fund (“GCIU”) and the Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund (“GCC”), are significantly underfunded, and require the Company to pay a withdrawal liability to fund its pro rata share of the underfunding as of the plan year the full withdrawal was completed. As a result of the decision to withdraw, the Company accrued a withdrawal liability based on information provided by each plan’s trustee. The Company has reserved $34.0 million for the total MEPPs withdrawal liability as of June 30, 2021, of which $30.3 million was recorded in other long-term liabilities and $3.7 million was recorded in other current liabilities in the condensed consolidated balance sheets. The Company is scheduled to make payments to the GCIU and GCC until April 2032 and February 2024, respectively. The Company made payments totaling $3.1 million and $6.8 million for the six months ended June 30, 2021 and 2020, respectively.

Note 16. Earnings (Loss) Per Share Attributable to Quad Common Shareholders

Basic earnings (loss) per share attributable to Quad common shareholders is computed as net earnings (loss) attributable to Quad common shareholders divided by the basic weighted average common shares outstanding. The calculation of diluted earnings (loss) per share attributable to Quad common shareholders includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned stock-based compensation costs attributable to future services.



26


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
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 1.1 million and 1.0 million class A common shares for the three and six months ended June 30, 2021, respectively. Due to the net loss incurred during the three and six months ended June 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 six months ended June 30, 2021 and 2020, are summarized as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Numerator
Net earnings (loss) from continuing operations $ 34.4  $ (15.0) $ 44.6  $ (23.6)
Less: net earnings (loss) attributable to noncontrolling interests —  (0.2) —  (0.2)
Net earnings (loss) from continuing operations attributable to Quad common shareholders 34.4  (14.8) 44.6  (23.4)
Loss from discontinued operations, net of tax —  (8.7) —  (12.5)
Net earnings (loss) attributable to Quad common shareholders $ 34.4  $ (23.5) $ 44.6  $ (35.9)
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 1.2  —  1.4  — 
Diluted weighted average number of common shares outstanding for all classes of common shares 52.5  50.7  52.7  50.6 
Earnings (loss) per share attributable to Quad common shareholders
Basic:
Continuing operations $ 0.67  $ (0.29) $ 0.87  $ (0.46)
Discontinued operations —  (0.17) —  (0.25)
Basic earnings (loss) per share attributable to Quad common shareholders $ 0.67  $ (0.46) $ 0.87  $ (0.71)
Diluted:
Continuing operations $ 0.66  $ (0.29) $ 0.85  $ (0.46)
Discontinued operations —  (0.17) —  (0.25)
Diluted earnings (loss) per share attributable to Quad common shareholders $ 0.66  $ (0.46) $ 0.85  $ (0.71)
Cash dividends paid per common share for all classes of common shares $ —  $ —  $ —  $ 0.15 


27


QUAD/GRAPHICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021
(In millions, except share and per share data and unless otherwise indicated)
Note 17. 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 2,649,765 shares of class A common stock reserved for issuance under the 2020 Plan as of June 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 to four year service period of the awards, except deferred stock units, which are fully vested and expensed on the grant date. The Company estimated the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates.

Equity Incentive Compensation Expense