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Quad/Graphics (NYSE:QUAD)

Q4 2013 Earnings Call

February 27, 2014 10:00 am ET

Executives

Kelly A. Vanderboom - Vice President and Treasurer

J. Joel Quadracci - Chairman, Chief Executive Officer and President

John C. Fowler - Chief Financial Officer and Executive Vice President

David J. Honan - Chief Accounting Officer, Vice President and Controller

Analysts

Haran Posner - RBC Capital Markets, LLC, Research Division

James Clement - Sidoti & Company, LLC

Operator

Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Quad/Graphics Fourth Quarter 2013 Conference Call. [Operator Instructions] I will now turn the conference call over to Mr. Kelly Vanderboom, Vice President and Treasurer of Quad/Graphics. Kelly, please go ahead.

Kelly A. Vanderboom

Thank you, operator, and good morning, everyone. With me today are Joel Quadracci, our Chairman, President and Chief Executive Officer; John Fowler, incoming Vice Chairman and Executive Vice President; and Dave Honan, incoming Vice President, and Chief Financial Officer. Joel will lead off today with an overview of our financial highlights and then provide us summary of our key focus areas. John will follow with a more detailed review of our fourth quarter and full year 2013 financial results, followed by a summary of our 2014 guidance by Dave Honan.

With the exception of certain debt ratios, prior year financial results do not include the acquisition of Vertis. All actual 2013 results include Vertis from the day of acquisition on January 16, 2013.

I would like to remind everyone that this call is being webcast, and forward-looking statements are subject to Safe Harbor provisions as outlined in our quarterly news release and in today's slide presentation. Our financial results are prepared in accordance with Generally Accepted Accounting Principles. However, this presentation also contains non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, recurring free cash flow, and debt leverage ratio. We have included in the slide presentation reconciliations of these non-GAAP financial measures to GAAP financial measures. In addition, we are amending our non-GAAP financial measures to now include free cash flow as opposed to recurring free cash flow. Free cash flow is defined as net cash provided by operating activities, including pension contributions less purchases of property, plant and equipment. In speaking with our investors, it is clear, there is a preference for repeating or recording free cash flow. We believe that this is an applicable measure moving forward as it provides a true picture of cash available to fund our key strategic initiatives reduced at pension liabilities and return capital to our shareholders. The slide presentation can be accessed through a link on the Investor Relations section of the Quad/Graphics' website. There are also detailed instructions on how to access the slide presentation in our fourth quarter earnings news release, issued last evening. A replay of the call will also be posted on the Investor Relations section of our website after the live call concludes today. I will now turn the call over to Joel.

J. Joel Quadracci

Thanks, Kelly, and good morning, everyone. I am pleased to report that our performance was in line with our expectations. Full year 2013 net sales were $4.8 billion, as expected. Volume, price and revenue were in line with our fourth quarter expectations and due to a focused effort to improve productivity and aggressively manage cost, we saw sequential improvement over our third quarter performance. This resulted in 2013 full year adjusted EBITDA of $577 million. Our ability to generate strong free cash flow is critical to the success of our capital deployment strategy. I'm pleased to report that our 2013 annual recurring free cash flow of $380 million met our reported guidance of in excess of $360 million, continuing our track record of solid and consistent cash flow generation.

As Kelly noted, we are amending our non-GAAP financial measures to now include free cash flow as opposed to recurring free cash flow, and John will speak to this transition later in the call. As always, we remain flexible and opportunistic in terms of our future plans for capital deployment, which include balancing our key priorities to invest in our business, pursue compelling acquisition opportunities, reduce debt and pension liabilities and return capital to our shareholders.

During the year, we reduced our pension obligations by $191 million and since the close of Worldcolor acquisition in 2010, by a total of $360 million. I am pleased to report that we have met our 2013 year-end goal of reducing our underfunded pension liabilities, including multiemployer pension plans to less than $200 million. In addition, after the acquisition of Vertis, we continue to reduce our debt and as of December 31, 2013, our debt leverage ratio decreased to 2.44x within our targeted range of 2x to 2.5x.

Slide 4 is a snapshot of our 2013 net sales by product line and geography as compared to 2009. From the comparative pie charts, you can see that as we have grown our company, we have diversified our offering. In 2009, magazine and catalogs were our largest product lines at 57% of total net sales, while retail inserts were just 8%. In 2013, magazines and catalogs decreased to 33% from total net sales while retail inserts grew to 26%. We will continue to diversify our offering and focus on clearly defining our value proposition to support the unique characteristics of our product lines. In retail inserts, for example, we now work with 18 out of the top 20 retailers in the United States. With our coast-to-coast national platform of 30 strategically located facilities in the U.S., we have the ability to version and produce distinctive retail insert formats closest to their final destination point. We could augment the insert with data-driven direct mail pieces to promote brand loyalty and engagement. In addition, through our Media Solutions offering, we can help our retail client connect their content to the web, tablet and mobile channels, develop workflow solutions to streamline content management and page assembly workflows, achieve cost savings through on site facilities management services and strategically plan and place media based on store locations and market analysis. Given the disruption taking place in the retail marketplace, we believe that our Media Solutions help position Quad/Graphics as a valued strategic partner. In addition, our in-store Marketing Solutions Group called Tempt in-store productions is another valuable resource for our retail clients. Tempt tells retailers and brand marketers of all kinds create enticing in-store marketing displays, including interactive elements. As you may have seen, Tempt just announced an enhancement to its creative and structural design capabilities with the launch of a North American Design Center North -- New Berlin, Wisconsin. The Design Center features a retail lab with a dedicated prototyping zone where clients can develop and test ideas to drive increased shopper engagement and revenue. This new design center is part of our global platform for serving national and multinational retailers' in-store marketing needs around the world from our facilities in the United States, as well as Europe and Latin America.

Slide 5 is a summary of our 4 strategic goals, which we believe, will allow us to successful despite ongoing industry challenges. Our strategy to transform the industry is tailored by product line and geography, but is also driven by a common purpose to create value in 3 distinct ways. First, we maximize the revenue our clients derive from their marketing spend through media channel integration to create measurable client value. Channel integration is something that I spend a lot of time talking about with our clients in the marketplace. What I hear from our clients on a consistent basis is a growing concern around an ever changing media landscape and their ability to connect all channels together and impact consumer behavior. As a printer and media channel integrator, we have the tools and capabilities to help our clients navigate today's multichannel world by capitalizing on print's ability to complement and connect with other media channels. We do this by leveraging the power of print with data and analytics and leading edge technology to help our clients retain their existing customers and acquire new ones through higher brand visibility and improved response rates.

The second key way we create value for our clients is based on our ability to minimize our clients' overall cost of production and distribution. This has become increasingly important because distribution and mailing costs typically represent the largest percentage of our clients' total cost of production. The U.S. Postal Service continues to face massive financial challenges, which it is attempting to overcome in large part with a sizable postage rate increase. On January 26, a 6% postage rate increase went into effect, which included the expected annual Consumer Price Index increase of nearly 1.7%, plus an additional emergency or exigent increase of 4.3%. The exigent increase was approved by the Postal Regulatory Commission as a temporary measure for the Postal Service to recoup revenue loss during the 2008 recession. The Postal Service claimed the economic downturn constituted an unforeseen condition that justified an increase above the CPI cap. The increase was to be phased out after roughly 2 years when the Postal Service recovered what it had lost. However, earlier this month, the U.S. Senate Committee on Homeland Security and Governmental Affairs, which oversees legislation affecting the Postal Service advanced a bill to make the temporary emergency rate increase permanent. If approved by the Senate and subsequently by the House, this will create a new, higher baseline for all future rate increases. We opposed both the exigent decision and disagree with the rationale for the decision. The Postal Service's action show a fundamental disconnect with mailers and the mailing marketplace. We believe that the current increase should not be used as the new baseline as it will more than likely reduce demand in the near term, further exacerbating the Postal Service's financial challenges. Further, the committee's proposed legislation would weaken the Postal Regulatory Commission's rate-setting role, giving the Postal Service power to set rates in the future. We firmly believe that as a monopoly, the Postal Service should continue to have PRC oversight to ensure the rate-making process is open and fair. We have joined with a number of mailers to challenge the exigent rate decision in court. Additionally, we have made our opposition to the Senate legislation known through direct outreach to legislators and through our participation in the coalition for 21st Century Postal Service, the Affordable Mail Alliance, the Direct Marketing Association, the Association of Magazine Media and other industry coalitions working to provide affordable postage rates. Our message is clear: Congress needs to pass meaningful reforms that will provide the Postal Service with the authority to streamline operations, drive innovation and better manage health care cost to give it long-term financial stability.

As an industry leader, we will continue to push for postal reforms while helping our clients capitalize on solutions that offset postage costs. Given the exigent increase, our co-mailing and co-mingling solutions have become even more important than ever to our clients and prospective clients. The co-mail process merges multiple magazine and catalog titles into a single mail stream to earn a sizable postal discounts. Co-mingling is similar, merging letter-size direct mail from multiple marketers into a single mail stream. The more volume we combine into a single mail stream, the greater the postage savings for our clients. One of our competitive advantages is our unique software that analyzes clients' incoming mail files from across our entire network, so we can optimize mail distribution plans by pairing the right client titles together based on delivery location and dates, among other data. Quad/Graphics is the co-mail volume leader in the industry. In 2013, we co-mailed approximately 5 billion mail pieces, including magazines, catalogs and letter-size mail. We will continue to look for innovative ways to generate co-mail savings for our clients. We have spent more than 3 decades building the technology and the platform to generate every savings opportunity possible, which is what our clients need most, right now. Our ability to select and successfully carry out industry consolidation opportunities represents the final component of our strategy to transform the industry and create value for our clients.

Given the challenges facing the industry, we believe our modern and efficient manufacturing platform and financial strength provide us with a distinctive competitive advantage. Industry challenges began to accelerate with the 2008 recession, creating a reset in demand, significant excess capacity and ultimately consolidation opportunities like Worldcolor. The key issue has been the industry pricing pressures that come with excess capacity. These industry pressures are something we discuss on each of our investor calls, along with our strategy to invest in the productivity and efficiency of our manufacturing platform, consolidate facilities and transfer work to the most efficient equipment to offset these pressures. We believe that the industry is now at a tipping point and the acquisition of Vertis was the first example of that in the industry. At the end of the day, printers across our industry are producing the same work for fewer dollars, a challenge that the industry has had and will continue to have as it goes through this tipping point. Although the exact inflection point for our industry is uncertain, we have been and will continue to take advantage of compelling opportunities during this critical time in the industry. The good news for Quad/Graphics and our shareholders is that our strong financial position continues to provide us with the ability to capitalize on further consolidation opportunities. Since 2010, we have removed approximately 7 million square feet of industry capacity. Through these opportunities, we have and will continue to expand into new markets or add complementary capabilities and create significant efficiencies in our overall production and distribution process. A perfect example of this strategy was our 2013 acquisition of Vertis. We recently passed our one-year mark on this acquisition and the integration process is going well.

I am proud of all the hard work by so many employees to advance the integration forward, and I'm pleased to report that we remain on track to achieve our integration goals. We are very satisfied with our decision to acquire Vertis, which expanded our position in retail inserts, direct marketing and in-store signage and displays thereby expanding our relationship with major retailers who are looking for help connecting print in a multichannel world. We remain confident in our integration process to drive future cost savings and improve the efficiency and productivity of our platform.

Our second strategic goal focuses on maximizing operational and technological excellence. Due to a disciplined return on capital approach to investments, we believe, we have one of the most automated, efficient, modern manufacturing platforms in the industry. In addition, our commitment to lean enterprise, which reinforces our corporate culture of continuous process improvement, remains a high priority throughout our company and supports maintaining our position as a high-quality, low-cost producer in the industry. As a company, we've remained focused on training, education and development of our workforce, maintaining a disciplined approach to maximizing capacity utilization and productivity across our platforms and identifying sustainable cost reductions in both indirect labor and direct costs through a variety of means, including automation, efficient labor management, material waste reduction, total productive maintenance and expediting plant throughput.

Our third strategic goal focuses on our ability to empower, engage and develop our employees to think and act like owners, and create solutions that advance the company's strategic goal. To help employees, we provide training and education programs throughout their careers. Much of this training is exclusively developed for our employees by our Quad/Education division along with our continuous improvement of safety groups. In addition, at a time of extreme disruption in the health care industry, we continue to invest in QuadMed to improve access to high-quality, cost-effective health care through a combination of on-site-insured clinics, telemedicine and workplace wellness and disease prevention programs for our employees and their dependents.

Our fourth strategic goal is to enhance financial strength and create shareholder value. This strategy is centered on our ability to maximize free cash flow and earnings, maintain consistent financial policies to ensure a strong balance sheet and liquidity level, and retain the financial flexibility we need to strategically allocate and deploy capital. As we have said, our priorities for capital allocation will be adjusted based on prevailing circumstances in what we believe is best for shareholder value creation at any particular point in time. These priorities include divesting in our business, deleveraging the company's balance sheet through debt and pension reductions and returning capital to our shareholders through our quarterly dividend program. We are maintaining our dividend at the current level, and we will continue to evaluate increasing it in the future, as appropriate. Our next quarterly dividend of $0.30 per share will be payable on March 21, 2014 to shareholders of record as March 12, 2014.

As it relates to our investment strategy, our plans have not changed. We continue to focus on strengthening the core of our business, which will allow us to grow in a disciplined approach in areas that include the compelling industry consolidation opportunities that I spoke of earlier, as well as opportunities to expand growing geographic markets in print products with higher growth potential. Our core product offering, which includes retail inserts, magazines, catalogs, books and directories fuels the company's ability to execute on acquisitions.

During the fourth quarter, we welcomed Proteus Packaging into our family. Proteus is a designer and manufacturer of high-end paperboard packaging and a natural extension of our growing packaging business. Proteus offers creative packaging solutions for a wide variety of industries, including pharmaceutical, health and beauty, food and beverage, biotech, automotive, software and electronics. We also acquired Proteus' sister company Transpack, a company that specializes in industrial packaging and international logistics. Both companies are based in Wisconsin and have a combined net sales of approximately $35 million.

In addition, at the beginning of this month, we closed on the acquisition of UniGraphic, a leading commercial and specialty printing company with annual revenue of approximately $45 million. UniGraphic has facilities in Boston and New York and offers commercial and specialty printing, in-store marketing and kitting and fulfillment solutions for a variety of industries, including arts and entertainment, education, financial, food, health care, mass media, pharmaceutical and retail. The acquisition of UniGraphic supports our strategy to invest in businesses with print product lines with higher growth potential, such as commercial and specialty in in-store marketing. With this acquisition, we strengthened and expanded our presence on the East Coast, and expanded our in-store marketing footprint to include both coasts, as well as the Midwest. This, combined with our operations in Poland and Latin America, enhances our ability to service national and multinational retailers, large format and in-store marketing needs around the world. It is important to note when reviewing opportunities by Proteus and UniGraphic [indiscernible] value driven approach to ensure that certain criteria are met before the opportunity is selected. This criteria includes making certain that there's a good strategic fit that the economics makes sense and will create value that the integration plan will be executable in a timely manner, and then after the acquisition, we'll retain the financial strength and flexibility we had prior to the acquisition. And, so I'd like to welcome all employees from Proteus, Transpac and UniGraphic to our Quad/Graphics family. And with that, I will now hand the call over to John who will present a more detailed financial review of 2013 followed by Dave Honan who will provide 2014 annual guidance.

John C. Fowler

Thanks, Joel, and good morning, everyone. Slide 6 is a snapshot of our fourth quarter 2013 financial results, including Vertis as compared to our fourth quarter 2012 results. Net sales were $1.3 billion as compared to $1.1 billion, representing a 19% increase due to the Vertis acquisition. If we look at the Vertis business as if we acquired it at the beginning of 2012, our pro forma consolidated net sales declined approximately 5%, of which we estimate Vertis represented nearly 1/2 of this decrease. The remaining decline related to our core business and reflects top line challenges from ongoing industry pressures. Overall, this variance is in line with our net sales expectations for the quarter.

Cost of sales is $1 billion as compared to $872 million. SG&A expense was $103 million as compared to $87 million. Depreciation and amortization was $82 million as compared to $86 million. Restructuring, impairment and transaction-related charges were $12 million in 2013, which included $1 million of noncash charges. In comparison, restructuring, impairment and transaction-related charges were $31 million in 2012, which included $9 million of noncash charges. Excluding the noncash amounts, restructuring, impairment and transaction-related charges for the fourth quarter decreased from $22 million in 2012 to $11 million in 2013. Interest expense was $21 million as compared to $20 million. Our adjusted EBITDA was $198 million as compared to $174 million. Our adjusted EBITDA margin was 14.7% as compared to 15.3%. Our adjusted EBITDA margin reflects the hard work of many to overcome the impact of ongoing industry pricing and volume pressure and Vertis' historical lower margin profile. As Joel mentioned, we are proud of our consistent recurring free cash flow, and the work we are doing to maintain a strong and flexible balance sheet. Our recurring free cash flow was $380 million for 2013 as compared to $375 million in 2012. This variance is primarily due to approximately $90 million of additional cash generated from the restoration of normalized working capital related to the Vertis acquisition, partially offset by increased capital expenditures of $46 million and $39 million of other decreases to recurring free cash flow. We define recurring free cash flow as cash flow from operating activities, which includes pension contributions, less capital spending and excluding nonrecurring items, such as restructuring and transaction-related costs. Going forward, the company is amending its non-GAAP financial measures to report free cash flow instead of recurring free cash flow. We believe, this is an appropriate measure moving forward as it provides a true picture of the cash available to invest in our business, including funding compelling acquisition opportunities, reduce debt and pension liabilities and return capital to our shareholders. Free cash flow was defined as net cash provided by operating activities, which includes pension contributions less purchases of property, plant and equipment. Free cash flow, including restructuring payments and excluding the approximately $90 million impact of Vertis working capital restoration was $202 million for 2013.

On Slide 8, you will see our interest coverage ratio at December 31, 2013 remains unchanged at 6.7x, and our quarter-end debt leverage is 2.44x. We continue to believe that operating in the 2.0x to 2.5x leverage range is the appropriate target. However, we acknowledge that at times we may go above or below that range given economic changes, working capital seasonality, timing of investments and growth opportunities. Our strong annual free cash flow provides us with the ability to invest in our business, deleverage the company's balance sheet through debt and pension reductions, and return capital to our shareholders. Since the close of the Worldcolor acquisition on July 2, 2010, and after funding the Vertis acquisition, we have reduced debt by a total of $388 million through December 31, 2013. As it relates to our pension liability, we are proud of the progress, we continue to make in reducing the pension and postretirement liabilities that we acquired as part of the Worldcolor acquisition. From our July 2, 2010, acquisition date through December 31, 2013, we have reduced the $547 million of acquired pension and postretirement liabilities by $360 million to $187 million.

At the top of Slide 9, you will note that we have $210 million of borrowings under our $850 million revolver as of December 31, 2013. Our floating-rate debt today is at an average interest rate of 3.1%. Long-term fixed rate debt consisting of private placement bonds is at an average interest rate of 7.4% and has an average maturity of 10 years with a weighted average life of 6 years. The blended interest rate on our total debt is 4.7% and the outstanding principal balances are 63% floating and 37% fixed. We have no significant debt maturity until July 2017.

Given the flexibility on the revolver, and our strong free cash flow, we believe, we have sufficient liquidity for current business needs, returning capital to shareholders and investing in opportunities that will drive future value.

Slide 10 is a snapshot of our full year 2013 financial results, as compared to 2012. Net sales were $4.8 billion as compared to $4.1 billion, cost of sales were $3.8 billion as compared to $3.2 billion, SG&A expense was $416 million as compared to $347 million, depreciation and amortization was $341 million as compared to $339 million.

Restructuring, impairment and transaction-related charges were $95 million in 2013, which included $20 million of noncash charges. In comparison, restructuring, impairment and transaction-related charges were $118 million in 2012, which included $10 million of noncash charges. Excluding the noncash amounts, restructuring, impairment and transaction-related charges for the year decreased from $108 million in 2012 to $75 million in 2013. Interest expense was $86 million as compared to $84 million. As Joel mentioned, our adjusted EBITDA was $577 million versus $566 million. Our 2013 adjusted EBITDA included a number of events that benefited 2013 results by approximately $19 million. These event-driven impacts included the sale of our Recife, Brazil business to a joint venture in which we maintain an ownership interest, the resolution of certain legal, environmental and bankruptcy matters; and other favorable nonrecurring adjustments. Our adjusted EBITDA margin was 12% as compared to 13.8%.

I will now hand the call to Dave Honan, our Vice President and incoming Chief Financial Officer, for an update on 2014 guidance.

David J. Honan

Thank you, John, and good morning, everyone. Slide 11 is the summary of our 2014 guidance. The assumptions impacting our earnings guidance for 2014 are as follows: First, as Joel discussed in his opening remarks, we expect industry pricing pressure to continue in 2014. Part of the price impact in 2014 resulted from our renewal of a larger-than-normal number of multiyear magazine and catalog customer contracts in 2013. The value of the contracts renewed in 2013 were twice as large as our typical renewal year, and will impact pricing throughout 2014. We will have a significant step-down in exposure on multiyear contract renewals over the next couple of years. Including the impact of the 2013 contract year renewals, we believe pricing will negatively impact our net sales by 1% to 2%, which is consistent with our prior year guidance. Had we not have the larger-than-normal renewals, pricing would have trended below the low end of our range.

Second, we believe that the exigent postal rate increase will have a negative impact on volumes, primarily in the second half of 2014 for products distributed through the mail. We have assumed a decrease in volume of approximately 2% of our mail products, which includes catalogs. However, the actual impact on volumes is unknown at this point.

Finally, as John mentioned, we had $19 million of favorable event-driven impact that occurred in 2013 that will not repeat in 2014. With that said, we anticipate our net sales to be in a range of $4.6 billion to $4.8 billion. In addition, we expect 2014 adjusted EBITDA to be between $520 million and $550 million, and 2014 free cash flow to be between $155 million and $165 million. As mentioned earlier on the call, the company is amending its non-GAAP financial measures to report free cash flow, which replaces our previous use of the recurring free cash flow metric. The remainder of our 2014 guidance includes depreciation and amortization of $330 million to $340 million; interest expense of $80 million to $85 million; cash restructuring charges of $35 million to $55 million; and capital expenditures of $150 million to $175 million, which includes a $17 million carryover from 2013 projects that have yet to be completed, and cash taxes of $40 million to $45 million. We expect the cash contributions to our single-employer pension OPEB and MEPP plans to be approximately $60 million, and this consists of $45 million of payments for single-employer and OPEB plan, and $15 million for MEPP plan. These contributions totaled $55 million in 2013.

As Joel highlighted, we are pleased to have accomplished our goal of reducing our underfunded pension and MEPP liability to be below $200 million. Our consistent financial approach is the key to our continued ability to reduce our pension and debt obligations and further strengthen our balance sheet. As we move forward in this challenging industry environment, we continue to be disciplined in how we manage all aspects of our business, especially driving improved productivity and sustainable cost reduction initiatives to remain a low-cost producer. We will continue our focus on maintaining a strong and flexible balance sheet to adjust to changing industry conditions while also investing in our business, including compelling acquisition opportunities and returning capital to our shareholders as evidenced by our quarterly dividend.

Before, I hand it back to Joel, I'd like to thank John for helping me out these past few years as we prepared for this transition. I'm excited to be [indiscernible] named the CFO and look forward to working with Joel, John and the rest of our executive leadership team on our long-term plans for continued success.

J. Joel Quadracci

Thanks, Dave, and congratulations on your expanded role. I would also like to congratulate and thank John Fowler who is transitioning to Vice Chairman and Executive Vice President after serving as our CFO for 34 years. Throughout all these years, John has been instrumental in developing, implementing and financing the company's profitable growth, both domestically and abroad. Going forward, John will be responsible for global strategic planning and business development. He will continue to be intimately involved in day-to-day operations, but with a concentrated focus on overall business strategy and investment opportunities that will drive our company's long-term success and ensure industry-leading position. This has been a long planned succession strategy that begun roughly 8 years ago, and his ongoing strategic role at the company will ensure a smooth transition on its financial responsibilities. I would now like to turn the call back to the operator who will facilitate taking your questions. Operator?

Question-and-Answer Session

Operator

[Operator Instructions] And your first question comes from the line of Haran Posner.

Haran Posner - RBC Capital Markets, LLC, Research Division

So a few questions for me, maybe just I'll start with your guidance. And, maybe you did give us some color, I think, you ran us through some of the numbers fairly quick. I just wanted to confirm, first with respect to EBITDA. I think, John you alluded to, correct me if I'm wrong, $19 million of sort of onetime benefits in '13 that will not occur next year. Can you just give us a little bit more color on that?

David J. Honan

Sure, Haran. This is Dave. From a nonrecurring standpoint, we had several event-driven things that happened in 2013 that won't repeat in '14. We -- as part of the restructuring activities, we've sold off a lot of vacant facilities. Assigned with those vacant facilities were some environmental issues that freed up some reserve related to environmental reserves around that we sold those, that's the largest piece of the difference we're talking about. There was also some event-driven activities with legal and bankruptcy matters related to the Worldcolor bankruptcy, in which we assumed as part of that acquisition. There was a lot of resolution on that, and that freed up some of the bankruptcy and legal reserves associated with that. I think, finally, the other major component of that was a sale of our business that we had in Recife, Brazil to the existing joint venture we have in Brazil, and that accounted for a gain that came through in 2013. Those items won't repeat in '14, but that made up the bulk of what that $19 million is all about.

Haran Posner - RBC Capital Markets, LLC, Research Division

And just to clarify, David, I mean those $19 million, that's all in the EBITDA?

David J. Honan

That is all in EBITDA.

Haran Posner - RBC Capital Markets, LLC, Research Division

Okay, all right. And then another question on the USPS and, I think, you gave us some good color there in terms of your underlying assumptions, I guess, in your guidance. I just wanted to clarify with the postage rate increase. For you guys, obviously, there is risk to volume, but you do pass that cost through to your customers. Is that correct?

J. Joel Quadracci

Yes, that's correct. That's incurred by them.

Haran Posner - RBC Capital Markets, LLC, Research Division

Okay. So potentially, you could see, I guess, this been a short-term positive from a revenue standpoint and a negative for margin?

J. Joel Quadracci

No, it doesn't go through our revenue line. It's actually the customer is being billed directly from the USPS. What we do for the customers to mitigate this stuff is we perform the co-mailing and distribution function where we try and skip most of the post office to provide them with the most efficient way to hand it off the post office, but ultimately, the postage bill is billed directly to them, and not through us.

David J. Honan

Yes. Haran, our point in our guidance was that we expect, every time, the USPS would take a large increase in the postal rates, that's going to impact ultimately what our customers put through the mail, and would impact our ultimate printing volumes, but what Joel was referring to is we've got strategies to help our customers offset that increase postage cost through our co-mailing and co-mingling operation.

Haran Posner - RBC Capital Markets, LLC, Research Division

Got it. And, maybe just when I look down the guidance items in -- on free cash flow and most of them came in a little bit worse than I had expected and maybe that's my fault but, I guess, I'm just wondering, not sure there's another way to ask is there sort of a degree of conservatism that you feel that you built into this guidance for next year?

John C. Fowler

We think, the guidance is adequate. I don't think I'd call it conservative. I think, it's typical and consistent with how we've guided in the past. I know there's been some reaction to free cash flow, but on an apples-to-apples basis, it's important to go through this because we made that change to how we define free cash flow rather than recurring free cash flow. If you get on an apples-to-apples basis, 2013's free cash flow was $202 million, and we're guiding to the mid range of 160 if you took the middle of that range. The decreases in the free cash flow is really going to be aligned with what you see and the decrease in our adjusted EBITDA range. We will have larger CapEx expenditures. We will have larger taxes, cash taxes, but that's offset within lower cash restructuring needs as we've gotten through the bulk of our restructuring associated with the acquisition activity that's come through with the largest being that of Vertis. So as we look forward, if you look at the trends in that free cash flow, also it's important to note that there will be some decreasing cash needs related to a couple of areas, the largest of which was -- is the pension plan. We think, we're at a height now on cash contribution, so we continue to see the cash contributions associated with pension plan come down in the future along with -- we're probably at a height on CapEx. If you look at a 3-year historical average for our CapEx, we're above that. We expect to come more back to a normalized historical level on CapEx. So those are some positive factors impacting cash flows, moving forward.

J. Joel Quadracci

This is Joel. Let me also just further comment and point out because this is important for people to understand this that the guidance on the EBITDA range being lower, a very significant factor in that is the fact that with long-term contracts, every year you have a certain portion of your portfolio that gets repriced in that year for the following years. And, in 2013, we had a significantly large portion compared to what we normally experience that came up for repricing. It was more than twice what we usually experience. And, so that being said, they got repriced last year, but that impact is in '14 and beyond. So we kind of know that. If you would have taken out the noise of that, and it had a more normalized contract renewal rate, the actual pricing reduction that we would've seen would have been under the low end of our range of 1% to 2%. And, as we go forward in 2014, the amount of those long-term contracts that are facing potential repricing is 50% of what it was in 2013, and so that would sort of speak to that -- it was sort of an abnormal year for repricing, and so that's why when you look at the drop in EBITDA, a huge part of that is the repricing of that portion.

Haran Posner - RBC Capital Markets, LLC, Research Division

And, that's very, very helpful, Joel. And maybe just a follow-up on that. In these contracts, can you help me understand, there are sort of inflation clauses in them, going forward, after the reprice happens?

David J. Honan

Yes, it kind of ranges all over. Typically, it's some sort of -- and it depends on the product type and the degree of difficulty going through the plant and the degree of exposure to cost and things like that, but typically, it's associated with what happens with CPI. Some other things, such as freight and even ink and materials isn't CPI. It's more based on pass-through, but in terms of the normal running of our business, it's typically some sort of linkage to CPI.

Haran Posner - RBC Capital Markets, LLC, Research Division

Okay, that's great. And then just maybe pursuing the CapEx issue and, I guess, also an item that was harder than I expected and you're saying a sort of at a height at this point. I'm just wondering if there is sort of you can help us with guidance, going forward, and maybe as a CapEx intensity number, a percentage of revenue that you would expect, and I guess the reason I ask is Donnelley had their Investor Day, yesterday, and I don't cover that company, but it seems like the CapEx intensity guidance that they provided, specifically in the business lines that, I think, you guys are in, seems a little bit lower, and so, I guess, I'm just wondering, if you can help us with going forward what we should expect.

J. Joel Quadracci

Absolutely. And, we've historically been higher than Donnelley in which we invest back into our platforms of being an organically grown company up through 3 years or 3 or 4 years ago. When you look at what we spend on capital expenditures, we spend about 3% of our top line on CapEx and that's what you see in the guidance for 2014. If you broke that down, 1.5% to 2% of that is maintenance CapEx. So, if we were to need to fluctuate, we could pull that down a bit and 1% approximately is for growth CapEx in our business. So, we continually balance that, we look at what the growth and productivity needs are for our platform and continue to make decisions that are right balanced approach to how we position our business, going forward, as a low-cost producer.

John C. Fowler

And, some of that CapEx, you think about the needs of our clients, they need us to be able to do more variable printing. They need us to increase the amount of co-mailing we can do, and so we continue to invest in the things that our customers need.

Haran Posner - RBC Capital Markets, LLC, Research Division

Okay, that's all very helpful, and one other question with respect to, I guess, Donnelley's purchase of Consolidated Graphics. I'm wondering if this consolidation creates any opportunities for you in that particular space that you can see.

J. Joel Quadracci

Well, I don't know that, I mean, sure, it's a competitive market out there, but, I think, that's an example of the tipping point the industry is going through. You had us with Worldcolor, you've had us with Vertis, Donnelley's consolidating with Consolidated Graphics, but we've been building around our commercial platform for a while now, just after we did Worldcolor, we acquired a commercial printer not as large as CGX, but over time here, we've been building that around the needs of our clients and UniGraphic is an example of that. Again, I think, it's more for us the opportunity is the stuff we hear our customers talk about, which is -- help us navigate this new media landscape, as we go forward in commercial and in-store and all the things that our platform brings to us is been the result of the acquisitions that we do, but the result of what they're asking us to do. So yes, we play in the same spaces, but, I think, that it's pretty much everyone is kind of focusing on the customer's needs.

Haran Posner - RBC Capital Markets, LLC, Research Division

Appreciate that. John, maybe just last one for me here. With respect to the recently announced management changes that you alluded to. Obviously, all sounds like a natural transition within the company. I guess, just the one question here that I have and, I think, I know the answer, but you did create a new role for a Chief Operating Officer and, I guess, I just wanted to hear from you, Joel, that really you are in no way kind of stepping back from the business here and sort of continue to be very involved.

J. Joel Quadracci

Why would I want to leave 2 degrees in Wisconsin today? No. Look, it's a natural evolution of our business. Some of the changes I made was just a natural timing point of being able to align and provide the focus to the different business segments that we've been in. In -- the biggest part of our business, which would be retail and then publication and catalog, we've all been very involved in it, it's a matrixed organization because that's where all the integration is taking place or most of it. And, so now that we're predominantly beyond the halfway point of the Vertis integration, and we've done all the work on Worldcolor, it was a good opportunity now to sort of align and have GMs be put in place to focus on those 2 as we kind of go forward. The chief operating role is little bit boiled frog routine as well, as Tom Frankowski who is been a long-time partner of mine who has been running the manufacturing side for the business because as we had so many moving parts, but it's a natural point now for me to kind of hand over more responsibility on the core print product lines because as goes the sort of core, our ability to continue to be low-cost producer there helps us fuel the other things that we're doing in the business. And, so I really wanted to make sure that we have the right focus in the core and also make sure that I have the time and ability to look at where do we deploy that capital. And, so I've been spending a lot of time on obviously looking at the potential of consolidating acquisitions or new opportunities in things, such as packaging when we talked about Proteus and a little sleeper thing that we have, which has been a real help for our shareholders by reducing our health care cost to our employees as QuadMed, which happens to be in an area that the world is being disrupted and that's health care, and so we've actually been growing that business on the outside. And, then we're going to continue to have opportunities around the world. So, it's really -- we're almost a $5 billion company now, and it was a recognition on my side that I want to make sure I have the right focuses in the right place, and then make sure I'm focused in the right place for our shareholders' growth to really deploy that capital and continue to have a very long-term approach here. But, no, I'm definitely not going anywhere, I'm a big shareholder of this company. And, I've got 2 sisters and a brother to keep happy along with 25,000 employees. And so, no, this was all about the next evolution in our company.

Operator

Your next question comes from the line of Jamie Clement.

James Clement - Sidoti & Company, LLC

A list of random assembly somewhat related questions. On the third quarter call and press release, you called out Vertis as being not quite where you thought it might be when you started the year. Not a lot of commentary in print, not a lot of commentary about Vertis in your prepared remarks. Can I ask for an update there in terms of how that business is doing vis-à-vis expectations, let's say 12 months ago?

J. Joel Quadracci

And, just to clarify, in third quarter, what we have been talking about was not whether or not the acquisition was living up to expectations, it was production in the platform. And, what we knew as we did the Worldcolor deal that had gone through bankruptcy and came out and Vertis obviously -- this was their third bankruptcy, and so leading up to the stuff, one of the things that people really pulled back on is maintenance of the platform. And, so as you recall, we closed the deal in second week of January last year, and so right away as soon as we closed and cleared HSR all that stuff, we've really hit the ground hard to try and bring those presses -- that equipment up to speed which requires us to really kind of make up for several years of only fixing things when they break. The way we operated is about total productive maintenance, which means that you schedule in maintenance time so that when you are running and you need the equipment to run, it's not breaking. So, we could -- we got a lot of work done in the first part of the year, but as we got to the busy season, you sort of have to stop because that's -- especially in retail it's very back-half-focused, the platform gets loaded up to a high capacity utilization. And, what happened in the third quarter, as we started to see the results of not being able to be at the place we wanted to be, given if we were given more time before the busy season. So, we had a lot of equipment kind of breaking down and what that does is it causes snowball effect where you have to expedite shipping, you need to ship things around. And, so as you kind of look at the fourth quarter, we really got to a point where that stuff worked itself through the system and in third quarter, I think, we said that we're doing a lot of work to try to improve the situation and that actually happened. And, so now we feel that we're in a much better place. Actually, in fourth quarter, we were in a much better place of being able to perform without added cost, and on a go forward basis, we continued now to go with our regular systemic program of upgrading the capacity, so that come busy season next year, we don't have the same issues.

James Clement - Sidoti & Company, LLC

And, when you say upgrading the capacity, are you talking about cherry picking equipment as sort of the phrase you used a couple of years ago with respect to Worldcolor, you're not talking about substantial additional capital investments, are you?

J. Joel Quadracci

No. I think, no, I mean there's some here and there. I mean, we've created capabilities for retail and plants that previously didn't do retail because that helps our customers, but mostly as we've closed some plants and consolidated equipment to other facilities, good equipment, we're continuing on with that. When I talk about sort of bringing the platform up to speed, it's really about making sure that we catch up on all the maintenance issues and have the right equipment there. So now, it's not like an increase in capital expenditure outside what the guidelines...

James Clement - Sidoti & Company, LLC

Yes, no, yes, it didn't sound like that. Okay. Joel, one of the things about -- and, I think, you all report a little bit on the late side as far as earnings seasons goes and, I think, one of the things, one of the big stories of this earnings season has been how lousy commentary from major retailers have been. And, from a modeling perspective or just from an expectation perspective, we all know that your first half is obviously tremendously seasonally weaker than your second half. But, I know you came from the sales channels within Quad and obviously, you talk to large customers all the time, you served many different industries, but in commercial printing, in general, retail is very important. Have you seen evidence of a knee-jerk pullback in ad spending whether this is weather-related, whether it's an overrated consumer economy, we'll find out in a couple of months, but the fact is that numbers have been bad generally speaking out of retail, what are your thoughts as a printer for some of those companies?

J. Joel Quadracci

Well, we don't get too concerned about quarter-by-quarter because we really run this business for the longer-term but...

James Clement - Sidoti & Company, LLC

Sometimes, I think they do, though. That's my question.

J. Joel Quadracci

They do, but they still have to drive store traffic and print continues to be one of the main ways that they do drive store traffic. I do come from sales, I spent a lot of time in the marketplace in fact, I was down in Florida with 2 major retailers yesterday and their commentary is anecdotally them and others that I've heard is there's just a lot of pressure on the consumer with additional costs, I mean, the weather, I mean, it's so cold here. I actually grew a beard to stay warm, but, they've got increased energy cost, they've got increased food costs these days. In the reality is this your average consumer out there hasn't been afforded huge wage increases over the last several years because of the slow growth economy, and so we do hear that the consumer is a bit finicky even into the grocery store side where they're not buying the nice to have as much anymore either, but again the way we view retail and why we like what we've done here is it's an area that's being disrupted, they're trying to figure it out, it's an area that continues to use print as being one of its most effective ways to drive store traffic, and it's an area where our customers clearly have told us that they need help connecting all the dots in all the different mechanisms that they do. A lot of people when you talk to them about video these days they're like, yes, we just don't have a strategy, and its like we point out to them that, that's one of the fastest-growing marketing mediums with YouTube, which is why we've invested in that. And so, I think, when you got customers under pressure and you've got a platform that can really improve their traditional print, but then a concept that helps them navigate these other things, it's really about helping them get greater response for the dollar of marketing spent. So when people are in need, that's where this opportunity and, we feel, we are very well situated to help retailers through this. That being said, where do they find the cost? A lot of times, they will try and pull back where they can, but you still have to drive store traffic, and so we'll see where it goes.

James Clement - Sidoti & Company, LLC

Yes, okay. I think, the final question and I might like to, if possible, hear the man's opinion with the most seniority in the room, John. When you see -- John, when you seen in the past, exigent whatever the word you want to use, you could say stupid, whatever, increases out of the USPS. How sensitive -- when you look at the ROIC, if you will, of your customers, and I know it must vary dramatically by product line, but in general terms, what kind of impact -- just how scared or spooked would a mailer be when they see a number like this?

John C. Fowler

Well, number one, what we've seen in the past is generally a lag because they have existing plans to market and sell product that they've already purchased. So we tend to have see it doesn't have an immediate effect, and that's why, I think, Dave talked about...

James Clement - Sidoti & Company, LLC

The second half.

John C. Fowler

In Seen in the second half. Secondly, it's not going to be to their core customers that our regular buyers, it's going to have a bigger impact on who they're prospecting to because they run very sophisticated models that allow them to see what are they getting a return on based upon the product being sold and the mailing list to whom it's gone to. There's not a great statistics in the past because we've had such a bumpiness. Last time was 2007, and we saw a large increase that probably ranged from 15% to 25% or 30%. So what huge is compared to the 6%. It was done in May of 2007, so we didn't see anything until 2008 and then we're frankly headed into a recession. So, I mean, I think, this is lower than what it's been in the past, but it is going to impact our volumes and so our best estimate is we looked at our mailable product that Dave shared was the 2% based upon our history, but we had these dramatic swings from being very high at this 15% to 25%, 30% or down sort of that the 2%, which makes it difficult to estimate though we took our best shot at what we think is going to impact us this year.

Operator

There are no further questions at this time.

J. Joel Quadracci

Okay. Well, thank you all, and we will see you next quarter.

Operator

This concludes today's conference. Thank you for your participation. You may disconnect at this time.

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