# Quad/Graphics, Inc.: Form 10-Q for the period ended Sep 30, 2022

- Company: [Quad/Graphics, Inc.](/companies/quad.md) (CIK 1481792)
- Form: 10-Q
- Filed: 2022-11-02
- Accepted by EDGAR: Nov 2, 2022, 14:37 ET
- Period: 2022-09-30
- Accession: 0001481792-22-000028
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1481792/000148179222000028/quad-20220930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1481792/000148179222000028/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-07-01 to 2022-09-30 | $829.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2022-01-01 to 2022-09-30 | $2.33bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2022-07-01 to 2022-09-30 | $673.5m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2022-01-01 to 2022-09-30 | $1.91bn | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2022-07-01 to 2022-09-30 | $90.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2022-01-01 to 2022-09-30 | $256.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2022-07-01 to 2022-09-30 | $25.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2022-01-01 to 2022-09-30 | $44.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2022-07-01 to 2022-09-30 | $12.1m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2022-01-01 to 2022-09-30 | $32.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2022-07-01 to 2022-09-30 | $2.6m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2022-01-01 to 2022-09-30 | $4.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-07-01 to 2022-09-30 | $13.7m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2022-01-01 to 2022-09-30 | $18.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-07-01 to 2022-09-30 | $0.27 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2022-01-01 to 2022-09-30 | $0.34 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-07-01 to 2022-09-30 | $0.27 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2022-01-01 to 2022-09-30 | $0.35 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-07-01 to 2022-09-30 | 51,600,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2022-01-01 to 2022-09-30 | 53,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2022-01-01 to 2022-09-30 | −$30.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2022-01-01 to 2022-09-30 | $49.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2022-01-01 to 2022-09-30 | $1.4m | us-gaap:PaymentsOfDividends |
| Share repurchases | 9 months, 2022-01-01 to 2022-09-30 | $10.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2022-09-30 | $14.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-09-30 | $778.8m | us-gaap:AssetsCurrent |
| Total assets | at 2022-09-30 | $1.79bn | us-gaap:Assets |
| Current liabilities | at 2022-09-30 | $766.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-09-30 | $1.66bn | us-gaap:Liabilities |
| Long-term debt | at 2022-09-30 | $674.6m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2022-09-30 | $52.7m | us-gaap:LongTermDebtCurrent |

## Management's discussion and analysis

As filed, 103,508 characters.

The following discussion of the financial condition and results of operations of Quad should be read together with (1) the condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021, including the notes thereto, included in Item 1, “Condensed Consolidated Financial Statements (Unaudited),” of this Quarterly Report on Form 10-Q; and (2) the audited consolidated annual financial statements as of and for the year ended December 31, 2021, and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2022.

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to the Company’s condensed consolidated financial statements and accompanying notes to help provide an understanding of the Company’s financial condition, the changes in the Company’s financial condition and the Company’s results of operations. This discussion and analysis is organized as follows:

- *Cautionary Statement Regarding Forward-Looking Statements.*
- *Overview.* This section includes a general description of the Company’s business and segments, an overview of key performance metrics the Company’s management measures and utilizes to evaluate business performance, and an overview of trends affecting the Company, including management’s actions related to the trends.
- *Results of Operations.* This section contains an analysis of the Company’s results of operations by comparing the results for (1) the three months ended September 30, 2022, to the three months ended September 30, 2021; and (2) the nine months ended September 30, 2022, to the nine months ended September 30, 2021. The comparability of the Company’s results of operations between periods was impacted by the divestiture of the Company’s third-party logistics business on June 30, 2021. The results of operations of the divestiture are included in the Company’s condensed consolidated results until the date of disposition. Forward-looking statements providing a general description of recent and projected industry and Company developments that are important to understanding the Company’s results of operations are included in this section. This section also provides a discussion of EBITDA and EBITDA margin, financial measures that the Company uses to assess the performance of its business that are not prepared in accordance with GAAP.
- *Liquidity and Capital Resources.* This section provides an analysis of the Company’s capitalization, cash flows and a discussion of outstanding debt and commitments. Forward-looking statements important to understanding the Company’s financial condition are included in this section. This section also provides a discussion of Free Cash Flow and Debt Leverage Ratio, non-GAAP financial measures that the Company uses to assess liquidity and capital allocation and deployment.

### Cautionary Statement Regarding Forward-Looking Statements

To the extent any statements in this Quarterly Report on Form 10-Q contain information that is not historical, these statements are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, the objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook of the Company, and can generally be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms, variations on them and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors could cause actual results to differ materially from those expressed or implied by those forward-looking statements. Among risks, uncertainties and other factors that may impact Quad are those described in Part I, Item 1A, “Risk Factors,” of the Company’s 2021 Annual Report on Form 10-K, filed with the SEC on February 23, 2022, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of the Company’s subsequently filed Quarterly Reports on Form 10-Q (including this report), and the following:

- The impact of fluctuations in costs (including labor and labor-related costs, energy costs, freight rates and raw materials, including paper and the materials to manufacture ink) and the impact of fluctuations in the availability of raw materials, including paper and the materials to manufacture ink;
- The impact of inflationary cost pressures and supply chain shortages, as well as rising interest rates;
- The impact of decreasing demand for printed materials and significant overcapacity in a highly competitive environment creates downward pricing pressures and potential under-utilization of assets;
- The negative impacts the COVID-19 pandemic has had and will continue to have on the Company’s business, financial condition, cash flows, results of operations and supply chain, including rising inflationary cost pressures on raw materials, distribution and labor, and future uncertain impacts;
- The failure to attract and retain qualified talent across the enterprise;
- The impact of increased business complexity as a result of the Company’s transformation to a marketing experience company;
- The impact of digital media and similar technological changes, including digital substitution by consumers;
- The inability of the Company to reduce costs and improve operating efficiency rapidly enough to meet market conditions;
- The impact of changes in postal rates, service levels or regulations, including delivery delays due to ongoing COVID-19 impacts on daily operational staffing at the United States Postal Service;
- The impact of a data-breach of sensitive information, ransomware attack or other cyber incident on the Company;
- The impact negative publicity could have on our business;
- The impact of changing future economic conditions;
- The failure of clients to perform under contracts or to renew contracts with clients on favorable terms or at all;
- The fragility and decline in overall distribution channels;
- The failure to successfully identify, manage, complete and integrate acquisitions, investment opportunities or other significant transactions, as well as the successful identification and execution of strategic divestitures;
- The impact of an other than temporary decline in operating results and enterprise value that could lead to non-cash impairment charges due to the impairment of property, plant and equipment and other intangible

assets;

- The impact of risks associated with the operations outside of the United States (“U.S.”), including costs incurred or reputational damage suffered due to improper conduct of its employees, contractors or agents, and geopolitical events like war and terrorism;
- Significant investments may be needed to maintain the Company’s platforms, processes, systems, client and product technology and marketing and to remain technologically and economically competitive;
- The impact of the various restrictive covenants in the Company’s debt facilities on the Company’s ability to operate its business, as well as the uncertain negative impacts COVID-19 may have on the Company’s ability to continue to be in compliance with these restrictive covenants;
- The impact of regulatory matters and legislative developments or changes in laws, including changes in cyber-security, privacy and environmental laws; and
- The impact on the holders of Quad’s class A common stock of a limited active market for such shares and the inability to independently elect directors or control decisions due to the voting power of the class B common stock.

Quad cautions that the foregoing list of risks, uncertainties and other factors is not exhaustive, and you should carefully consider the other factors detailed from time to time in Quad’s filings with the SEC and other uncertainties and potential events when reviewing the Company’s forward-looking statements.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Except to the extent required by the federal securities laws, Quad undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

### Overview

### Business Overview

Quad is a global marketing experience company that helps brands reimagine their marketing to be more streamlined, impactful, flexible and frictionless. Quad’s strategic priorities are powered by three key competitive advantages that include integrated marketing platform excellence, innovation, and culture and social purpose. The Company’s integrated marketing platform is powered by a set of core specialties including business strategy, insights and analytics, technology solutions, managed services, agency and studio solutions, media, print, in-store and packaging. Serving over 4,600 clients, Quad has more than 15,000 people working in 14 countries around the world.

Quad’s overarching business strategy and singular vision as a global marketing experience company is achieved through the execution of the following five consistent strategic priorities:

#### Walk in the Shoes of Clients

The Company encourages all employees, regardless of job title, to walk in the shoes of clients by putting a priority on listening to clients’ needs and challenges, doing what they can to make it easy to work with Quad, and making the client experience enjoyable and inclusive at every touchpoint. With a focus on solving problems and removing friction wherever a client experiences it in the marketing process, Quad seeks to become an invaluable strategic marketing partner for its clients, helping them successfully navigate today’s constantly evolving media landscape through innovative data-driven solutions, produced and deployed efficiently across multiple media channels. A key component of Quad’s client-facing strategy is to strengthen relationships at higher levels within a client’s organization so the Company can better understand, anticipate and satisfy the organization’s requirements, including their diversity, equity and inclusion goals, and broader environmental, social and governance objectives. The Company also believes its proactive thought leadership in the key issues facing its clients, including data-driven marketing, mar-tech and postal reform, will foster loyalty to the Quad brand.

#### Grow the Business Profitably

This strategic priority centers on Quad’s ability to defend against significant media disruption, deploy balanced use of capital, including disciplined and compelling investments, and grow the business as a marketing experience company. Key components of this priority are:

- ***Acquire new and expand existing account relationships*** by introducing clients to the Company’s complete through-the-line marketing offering – from strategy and creative through production, execution and analytics – that helps them market more efficiently and effectively. To this end, Quad is focused on ensuring it has the right talent in the right positions to facilitate strategic marketing conversations and tailored solutions based on a better understanding of their needs.
- ***Expand in key vertical industries*** with growth opportunities, such as consumer technology, consumer-packaged goods, financial services, insurance, healthcare and direct-to-consumer, while continuing to capitalize on the Company’s established expertise in retail and publishing. Through existing and new offerings, Quad delivers solutions dedicated to solving client marketing and process challenges.
- ***Make disciplined and compelling investments*** that take many different forms. The Company intends to continue to pursue growth investments that help expand and strengthen its integrated marketing platform. In addition, the Company intends to continue making long-term investments in its talent, such as hiring business professionals with client-side marketing experience and consulting expertise to enhance its position as a marketing experience company, as well as investments to attract new employees and increase existing employee engagement, retention and productivity.

#### Bolster Platform Strength

The Company operates what it believes to be a superior and unparalleled integrated marketing platform, which it has consciously built to remove friction in the marketing process and speed the overall marketing journey through reduced complexity, increased efficiencies and enhanced marketing spend effectiveness across channels. Through this unique platform, the Company offers a complete through-the-line marketing offering featuring agency, consulting and implementation solutions encompassing marketing strategy, including consumer insights and data analytics; creative solutions for producing quality content at scale; and media deployment and optimization for all channels, including print, broadcast, digital, in-store, out-of-home and packaging supported by 24/7 global production, including industry-leading print manufacturing and mail-distribution capabilities. Quad uses a disciplined return on capital framework to make regular, strategic investments in this platform, resulting in what it believes is the most integrated, automated, efficient, innovative and modern marketing platform of its kind. The Company’s long-standing, disciplined culture of holistic Continuous Improvement and commitment to Lean Enterprise methodologies, along with ongoing, strategic investments in talent, technology, products and services to accelerate its position as a marketing experience company.

To strengthen its offering, the Company continually seeks to enhance its product portfolio, especially in the direct marketing, in-store and packaging spaces, with innovations that support clients’ ability to stand out in a consumer’s mailbox or front doorstep, or on the store shelf. These innovations include proprietary solutions unavailable anywhere else in the marketing, communications or printing industries.

Additionally, Quad has chosen to strategically divest of those businesses that cannot be easily leveraged as part of its greater integrated marketing platform, such as the QuadExpress third-party logistics business Quad sold in 2021. Through these types of optimization efforts, Quad maintains a superior, unparalleled platform that delivers value to clients and, ultimately, their customers.

#### Empower Employees

Quad’s strategic priority to empower employees throughout their career journey builds on the key aspects of the Company’s distinct corporate culture, which the Company views as a competitive advantage. These aspects include the Company’s enduring values, which are centered on trust, innovation, growth, believing in people and doing the right thing. The Company understands that its employees perform better at work when they can simply be themselves – confident in their abilities, comfortable sharing their ideas, opinions and beliefs, and able to bring their truest and best selves to the workplace – all of which leads to a more inclusive environment and better engagement, decision-making and business outcomes. The Company embraces forward-thinking workplace practices, such as flexible work models for the long-term future of work; implements innovative talent acquisition strategies to meet its labor and business needs; and provides training and reward programs to engage, develop and retain its employees. Employees are encouraged to take advantage of the Company’s continuous growth environment, which not only teaches critical on-the-job and leadership skills, but also helps them respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and company growth. The Company believes its approach to continuous growth for each employee is advantageously distinct from other employers. With the Company’s encouragement to do things differently, to be something greater and to create a better way, employees are more fully engaged in their day-to-day activities, producing better results for clients and advancing the Company’s strategic priorities. Additionally, the Company engages employees and fosters corporate pride by supporting community activities, initiatives and organizations that improve the quality of life near Quad’s operations.

#### Enhance Financial Strength and Create Shareholder Value

Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value, which is essential given ongoing media disruption, including printing industry challenges. This strategy is centered on the Company’s ability to drive profitable growth, and maximize net earnings, Free Cash Flow and operating margins; maintain consistent financial policies to ensure a strong balance sheet, liquidity level and access to capital; and retain the financial flexibility needed to strategically allocate and deploy capital as circumstances change. The priorities for capital allocation and deployment are balanced according to prevailing circumstances and what the Company thinks is best for shareholder value creation at any particular point in time. Those priorities currently include: deleveraging the Company’s balance sheet through debt and pension liability reductions; making compelling investments that drive profitable organic growth and productivity in the Company’s print manufacturing and distribution operations, as well as expansion into higher-growth marketing services; and paying dividends and stock buybacks over the long term.

To provide ongoing improvement in manufacturing productivity and, ultimately, maximize operating margins, the Company applies holistic Continuous Improvement and Lean Enterprise methodologies to simplify and streamline processes. These same methodologies are applied to its selling, general and administrative functions to create a truly Lean Enterprise. The Company continually works to lower its cost structure by consolidating its manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics efficiencies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations. Quad believes that its focused efforts to be the high-quality, low-cost producer generates increased Free Cash Flow and allows the Company to maintain a strong balance sheet through debt and pension liability reduction. The Company’s disciplined financial approach also allows it to maintain sufficient liquidity and to reduce refinancing risk, with the nearest significant debt maturity of $87.7 million occurring in January 2024. The Company had total liquidity of $259.3 million as of September 30, 2022, which consisted of up to $245.3 million of unused capacity under its revolving credit arrangement, net of $32.9 million of issued letters of credit, and cash and cash equivalents of $14.0 million. On May 2, 2022, the Company used liquidity available under its revolving credit facility and available cash on hand to fund the repayment on maturity of all $209.1 million aggregate principal amount of its Senior Unsecured Notes. In addition, the Company completed the amendment of its $1 billion bank debt agreement during the fourth quarter of 2021, extending the maturity to November 2026. Quad is proud of its strong and trusted banking relationships, which provide the Company with increased financial flexibility to continue to pay down debt and to make strategic investments to accelerate its position as a marketing experience company.

#### Segments

The Company’s operating and reportable segments are aligned with how the chief operating decision maker of the Company currently manages the business. The Company’s operating and reportable segments, including their product and service offerings, and a Corporate category are summarized below.

- ***The United States Print and Related Services segment*** is predominantly comprised of the Company’s United States printing operations and is managed as one integrated platform. This includes retail inserts, publications, catalogs, special interest publications, journals, direct mail, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement, together with marketing and other complementary services, including consumer insights, audience targeting, personalization, media planning and placement, process optimization, campaign planning and creation, pre-media production, videography, photography, digital execution, print execution and logistics. This segment also includes the manufacture of ink. The United States Print and Related Services segment accounted for approximately 86% of the Company’s consolidated net sales during the three and nine months ended September 30, 2022.
- ***The International segment*** consists of the Company’s printing operations in Europe and Latin America, including operations in England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as investments in printing operations in India. This segment provides printed products and marketing and other complementary services consistent with the United States Print and Related Services segment. The International segment accounted for approximately 14% of the Company’s consolidated net sales during the three and nine months ended September 30, 2022.
- ***Corporate*** consists of unallocated general and administrative activities and associated expenses including, in part, executive, legal and finance, as well as certain expenses and income from frozen employee retirement plans, such as pension benefit plans.

### Key Performance Metrics Overview

The Company’s management believes the ability to generate net sales growth, profit increases and positive cash flow, while maintaining the appropriate level of debt, are key indicators of the successful execution of the Company’s business strategy and will increase shareholder value. The Company uses period-over-period net sales growth, EBITDA, EBITDA margin, net cash provided by operating activities, Free Cash Flow and Debt Leverage Ratio as metrics to measure operating performance, financial condition and liquidity. EBITDA, EBITDA margin, Free Cash Flow and Debt Leverage Ratio are non-GAAP financial measures (see the definitions of EBITDA, EBITDA margin and the reconciliation of net earnings to EBITDA in the “Results of Operations” section below, and see the definitions of Free Cash Flow and Debt Leverage Ratio, the reconciliation of net cash provided by (used in) operating activities to Free Cash Flow, and the calculation of Debt Leverage Ratio in the “Liquidity and Capital Resources” section below).

*Net sales growth.* The Company uses period-over-period net sales growth as a key performance metric. The Company’s management assesses net sales growth based on the ability to generate increased net sales through increased sales to existing clients, sales to new clients, sales of new or expanded solutions to existing and new clients and opportunities to expand sales through strategic investments, including acquisitions.

*EBITDA and EBITDA margin.* The Company uses EBITDA and EBITDA margin as metrics to assess operating performance. The Company’s management assesses EBITDA and EBITDA margin based on the ability to increase revenues while controlling variable expense growth.

*Net cash provided by (used in) operating activities.* The Company uses net cash provided by (used in) operating activities as a metric to assess liquidity. The Company’s management assesses net cash provided by (used in) operating activities based on the ability to meet recurring cash obligations while increasing available cash to fund debt service requirements, capital expenditures, acquisitions and other investments in future growth, cash restructuring requirements related to cost reduction activities, shareholder dividends and share repurchases. Net cash provided by (used in) operating activities can be significantly impacted by the timing of non-recurring or infrequent receipts or expenditures.

*Free Cash Flow.* The Company uses Free Cash Flow as a metric to assess liquidity and capital deployment. The Company’s management assesses Free Cash Flow as a measure to quantify cash available for strengthening the balance sheet (debt and pension liability reduction), for strategic capital allocation and deployment through investments in the business (acquisitions and strategic investments) and for returning capital to shareholders (dividends and share repurchases). The Company’s priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items.

*Debt Leverage Ratio.* The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet. Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet (debt and pension liability reduction), for strategic capital allocation and deployment through investments in the business (capital expenditures, acquisitions and strategic investments), and for returning capital to shareholders (dividends and share repurchases). The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Company remains disciplined with its debt leverage. The Company’s consolidated debt and finance lease obligations decreased by $74 million during the nine months ended September 30, 2022. Since the Company completed the World Color Press acquisition in July 2010, the Company has reduced debt and finance lease obligations by over $1.0 billion and has reduced the obligations for pension, postretirement and MEPPs by $524 million, for a total obligation reduction since July of 2010 of over $1.5 billion.

The Company is subject to seasonality in its quarterly results as net sales and operating income are typically 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 provided by operating activities and Free Cash Flow due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions. Due to the impacts from supply chain disruptions and the Company’s proactive decisions to increase inventory levels to prepare for the seasonally higher production period in 2022, the Company has experienced higher than typical levels of working capital requirements during the first three quarters of 2022. The Company expects seasonality impacts to continue in future years.

### Overview of Trends Affecting Quad

As consumer media consumption habits change, marketing services providers face increased demand to offer end-to-end marketing services, from strategy and creative through execution, across all channels, traditional and digital. As new marketing and advertising channels emerge, marketing services providers must expand their services beyond traditional channels, such as for television, newspapers, print publications and radio, to digital channels, such as mobile, internet search, internet display and video, to create effective multichannel campaigns for their clients. This trend greatly influences Quad’s ongoing efforts to redefine the future of integrated marketing and create greater value for its clients who are looking for less complexity, greater transparency and accountability from their business partners.

The Company leverages its data-driven print expertise as part of an integrated marketing platform that helps its clients not only plan and produce marketing programs, but also deploy, manage and measure them across all media channels. Competition in the printing industry remains highly fragmented and intense, and the Company believes that there are indicators of heightened competitive pressures. The industry has excess manufacturing capacity created by continued declines in industry volumes, compounded by the COVID-19 pandemic, which, in turn, have created accelerated downward pricing pressures. The Company faces competition due to the increased accessibility and quality of digital alternatives to traditional delivery of printed documents through the online distribution and hosting of media content, and the digital distribution of documents and data. The Company faces competition from print management and marketing consulting firms that look to streamline processes and reduce the overall print spend of the Company’s clients.

The Company believes that a disciplined approach for capital management and a strong balance sheet are critical to be able to invest in profitable growth opportunities and technological advances, thereby providing the highest return for shareholders. Management balances the use of cash between deleveraging the Company’s balance sheet (through reduction in debt and pension obligations), compelling investment opportunities (through capital expenditures, acquisitions and strategic investments) and returns to shareholders (through dividends and share repurchases).

The Company continues to make progress on integrating and streamlining all aspects of its business, thereby lowering its cost structure by consolidating its manufacturing platform into its most efficient facilities, as well as realizing purchasing, mailing and logistics efficiencies by centralizing and consolidating print manufacturing volumes and eliminating redundancies in its administrative and corporate operations. The Company has continued to evolve its manufacturing platform, equipping facilities to be product line agnostic, which enables the Company to maximize equipment utilization. Quad believes that the large plant size of certain of its key printing facilities allows the Company to drive savings in certain product lines (such as publications and catalogs) due to economies of scale and from investments in automation and technology. The Company continues to focus on proactively aligning its cost structure to the realities of the top-line pressures it faces in the printing industry through Lean Manufacturing and sustainable continuous improvement programs.

The Company believes it will continue to drive productivity improvements and sustainable cost reduction initiatives into the future through an engaged workforce and ongoing adoption of the latest manufacturing automation and technology. Through this strategy, the Company believes it can maintain the strongest, most efficient print manufacturing platform to remain a high-quality, low-cost producer.

Integrated distribution with the United States Postal Service (“USPS”) is an important component of the Company’s business. Any material change in the current service levels provided by the postal service could impact the demand that clients have for print services. The USPS continues to experience financial problems. The passing of the Postal Service Reform Act of 2022, signed in April 2022, gives the USPS considerable financial relief as well as significant cost relief over the next ten years. While the legislative postal reform helps considerably, without decreased operational cost structures, increased efficiencies or increased volumes and revenues, these losses will potentially continue into the future. As a result of these financial difficulties, the USPS has continued to adjust its postal rates and service levels. Additional price increases may result in clients reducing mail volumes and exploring the use of alternative methods for delivering a larger portion of their products, such as continued diversion to the internet and other alternative media channels in order to ensure that they stay within their expected postage budgets.

Federal statute requires the Postal Regulatory Commission (“PRC”) to conduct reviews of the overall rate-making structure for the USPS to ensure funding stability. As a result of those reviews, the PRC authorized a five year rate-making structure that provides the USPS with additional pricing flexibility over the Consumer Price Index cap, which may result in a substantially altered rate structure for mailers. The revised rate authority that is effective as a result of the rules issued by the PRC includes a higher overall rate cap on the USPS’ ability to increase rates from year to year. This has led to price spikes for mailers and may also reduce the incentive for the USPS to continue to take out costs and instead continue to rely on postage to cover the costs of an outdated postal service that does not reflect the industry’s ability or willingness to pay. The uncertainty as to how much of the authority the USPS will use on any specific rate increase also creates potential volume declines as rate predictability with respect to cost is no longer known for mailers. The result may be reduced demand for printed products as clients may move more aggressively into other delivery methods, such as the many digital and mobile options now available to consumers.

The Company has invested significantly in its mail preparation and distribution capabilities to mitigate the impact of increases in postage costs, and to help clients successfully navigate the ever-changing postal environment. Through its data analytics, unique software to merge mail streams on a large scale, advanced finishing capabilities and technology, and in-house transportation and logistics operations, the Company manages the mail preparation and distribution of most of its clients’ products to maximize efficiency, to enable on-time and consistent delivery and to partially reduce these costs; however, the net impact of increasing postal costs may create a decrease in client demand for print and mail products.

The Company’s results of operations have been adversely impacted as a result of the COVID-19 pandemic and the emergence of new variants. Through the Company’s Crisis Management Team, including executive and operations leadership, the Company has been executing business continuity plans focused on protecting the health and well-being of our employees, while also continuing to service clients, and protect the long-term financial health of the Company as the COVID-19 pandemic continues. With ongoing advancements against the COVID-19 pandemic, the effects on the Company have lessened from previous periods. The Company is continuing to evaluate the impact and may implement additional cost reduction measures as necessary. The ultimate impact of COVID-19 on the Company’s business, financial condition, cash flows, results of operations and supply chain will depend on future developments, including the continuing duration of the pandemic and the related length of its impact on the global economy, all of which are still uncertain.

Additionally, rising interest rates, along with increasing cost and availability of raw materials, such as paper, ink, supplies, distribution and labor, have been and are expected to continue to adversely impact the Company’s results of operations. The Company is dependent on its production personnel to print the Company’s products in a cost-effective and efficient manner that allows the Company to obtain new clients and to drive sales from existing clients. The nationwide shortage of available production personnel may put a strain on the Company’s ability to accept new work from client requests, including the Company’s seasonally higher third and fourth quarters. The ongoing labor shortage is also placing upward price pressure on freight, as the number of available drivers have been reduced, and may have an adverse effect on our operations. Due to the reduced number of freight drivers available, the Company may not be able to meet rising customer demand and could fail to meet our clients’ expectations.

The Company has also experienced and anticipates it will continue to experience certain distribution challenges, including, but not limited to, the above-noted delivery delays at the USPS and recent volume restrictions at the United Parcel Service, Federal Express and certain local couriers. As the labor shortages, supply chain and distribution challenges continue to evolve, the Company is unable to predict the duration of the shortages and challenges and the extent of the impact on the Company’s business, financial condition, cash flows and results of operations. As a result of the rising inflationary cost pressures within our raw materials, distribution and labor, the Company has and will continue to pass along price increases to our clients. The Company expects inflationary cost pressures and supply chain shortages to continue through fiscal year 2022. The Company is unable to predict the future impact of the labor and supply chain shortages as well as cost inflation, and the resulting impact on the Company’s business, financial condition, cash flows and results of operations.

### Results of Operations for the Three Months Ended September 30, 2022, Compared to the Three Months Ended September 30, 2021

### Summary Results

The Company’s operating income, operating margin, net earnings (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings per share for the three months ended September 30, 2022, changed from the three months ended September 30, 2021, as follows (dollars in millions, except margin and per share data):

|  | Operating Income | Operating Margin | Net Earnings | Diluted Earnings Per Share |
| --- | ---: | ---: | ---: | ---: |
| For the Three Months Ended September 30, 2021 | $28.0 | 4.0% | $14.3 | $0.27 |
| Gain from sale and leaseback (1) | (10.8) | (1.5)% | (8.1) | (0.15) |
| Restructuring, impairment and transaction-related charges (2) | 1.8 | 0.3% | 1.3 | 0.02 |
| Other operating income elements (3) | 6.2 | 0.2% | 4.7 | 0.11 |
| Operating Income | 25.2 | 3.0% | 12.2 | 0.25 |
| Interest expense (4) | N/A | N/A | 2.1 | 0.03 |
| Net pension income (5) | N/A | N/A | (0.1) | — |
| Income taxes (6) | N/A | N/A | (0.3) | (0.01) |
| Investments in unconsolidated entity, net of tax (7) | N/A | N/A | (0.2) | — |
| For the Three Months Ended September 30, 2022 | $25.2 | 3.0% | $13.7 | $0.27 |

(1) The Company executed a sale and leaseback of its West Allis, Wisconsin facility resulting in a $10.8 million ($8.1 million, net of tax) gain during the three months ended September 30, 2021.

(2) Restructuring, impairment and transaction-related charges decreased $1.8 million ($1.3 million, net of tax), to $5.6 million during the three months ended September 30, 2022, and included the following:

a. A $0.2 million increase in employee termination charges from $1.0 million during the three months ended September 30, 2021, to $1.2 million during the three months ended September 30, 2022;

b. A $0.2 million increase in impairment charges from $0.3 million during the three months ended September 30, 2021, to $0.5 million during the three months ended September 30, 2022;

c. A $0.3 million increase in transaction-related charges from zero during the three months ended September 30, 2021, to $0.3 million during the three months ended September 30, 2022;

d. A $0.4 million increase in integration costs from zero during the three months ended September 30, 2021, to $0.4 million during the three months ended September 30, 2022;

e. A $2.9 million decrease in various other restructuring charges from $6.1 million during the three months ended September 30, 2021, to $3.2 million during the three months ended September 30, 2022.

The Company expects to incur additional restructuring and integration costs in future reporting periods in connection with eliminating excess manufacturing capacity and properly aligning its cost structure in conjunction with the Company’s acquisitions and strategic investments, and other cost reduction programs.

(3) Other operating income elements increased $6.2 million ($4.7 million, net of tax) primarily due to the following: (1) an increase in print product volume and pricing; (2) a $3.9 million decrease in depreciation and amortization expense; (3) a $3.9 million increase in paper byproduct recoveries; and (4) savings from other cost reduction initiatives. These decreases were partially offset by cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages and a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022.

(4) Interest expense decreased $2.9 million ($2.1 million, net of tax) during the three months ended September 30, 2022, to $12.1 million. This change was due to a $3.1 million decrease in interest expense related to the interest rate swaps, partially offset by a higher weighted average interest rate in the three months ended September 30, 2022, as compared to the three months ended September 30, 2021.

(5) Net pension income decreased $0.2 million ($0.1 million, net of tax) during the three months ended September 30, 2022, to $3.2 million. This was due to a $0.3 million decrease from the expected long-term return on pension plan assets and a $0.1 million increase from interest cost on pension plan liabilities, partially offset by a non-cash settlement charge of $0.2 million during the three months ended September 30, 2021 that did not repeat during the three months ended September 30, 2022.

(6) The $0.3 million increase in income tax expense as calculated in the following table is primarily due to a $3.7 million increase from the impact of non-deductible expenses, partially offset by a $2.3 million decrease from valuation allowance reserves and a $1.3 million decrease from income tax credits.

|  | Three Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Earnings before income taxes and equity in earnings of unconsolidated entity | $16.3 | $16.4 | $(0.1) |
| Normalized tax rate | 25.0% | 25.0% |  |
| Income tax expense at normalized tax rate | 4.1 | 4.1 | — |
| Income tax expense from the condensed consolidated statements of operations | 2.6 | 2.3 | 0.3 |
| Impact of income taxes | $(1.5) | $(1.8) | $0.3 |

(7) The decrease from investments in unconsolidated entity, net of tax, of $0.2 million during the three months ended September 30, 2022, was due to the equity in earnings of unconsolidated entity of $0.2 million for the three months ended September 30, 2021 at the Company’s investment in Plural Industria Grafica Ltda., the Company’s Brazilian joint venture. In January 2022, the Company sold its investment in Plural.

### Operating Results

The following table sets forth certain information from the Company’s condensed consolidated statements of operations on an absolute dollar basis and as a relative percentage of total net sales for each noted period, together with the relative percentage change in such information between the periods set forth below:

*(dollars in millions)*

| Net sales: | Three Months Ended September 30, 2022 Amount | % of Sales | 2021 Amount | % of Sales | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Products | $652.0 | 78.6% | $540.6 | 76.6% | $111.4 | 20.6% |
| Services | 177.9 | 21.4% | 165.5 | 23.4% | 12.4 | 7.5% |
| Total net sales | 829.9 | 100.0% | 706.1 | 100.0% | 123.8 | 17.5% |
| Cost of sales: |  |  |  |  |  |  |
| Products | 556.5 | 67.1% | 453.3 | 64.2% | 103.2 | 22.8% |
| Services | 117.0 | 14.1% | 120.8 | 17.1% | (3.8) | (3.1)% |
| Total cost of sales | 673.5 | 81.2% | 574.1 | 81.3% | 99.4 | 17.3% |
| Selling, general & administrative expenses | 90.8 | 10.9% | 68.7 | 9.7% | 22.1 | 32.2% |
| Gain from sale and leaseback | — | —% | (10.8) | (1.5)% | 10.8 | nm |
| Depreciation and amortization | 34.8 | 4.2% | 38.7 | 5.5% | (3.9) | (10.1)% |
| Restructuring, impairment and transaction-related charges | 5.6 | 0.7% | 7.4 | 1.0% | (1.8) | (24.3)% |
| Total operating expenses | 804.7 | 97.0% | 678.1 | 96.0% | 126.6 | 18.7% |
| Operating income | $25.2 | 3.0% | $28.0 | 4.0% | $(2.8) | (10.0)% |

36

#### Net Sales

Product sales increased $111.4 million, or 20.6%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $61.0 million increase in sales in the Company’s print product lines, mainly due to increased print pricing and volume and a $57.2 million increase from pass-through paper sales, partially offset by $6.8 million in unfavorable foreign exchange impacts.

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, increased $12.4 million, or 7.5%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $9.6 million increase in logistics sales and a $2.8 million increase in marketing services and medical services.

#### Cost of Sales

Cost of product sales increased $103.2 million, or 22.8%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following: (1) an increase in pass-through paper costs; (2) higher print volume; and (3) the impacts from rising costs of materials, labor and other costs of production. These increases were partially offset by a $3.9 million increase in paper byproduct recoveries and other cost reduction initiatives.

Cost of service sales decreased $3.8 million, or 3.1%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to decreased freight costs.

#### Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $22.1 million, or 32.2%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022 and an $8.4 million increase in employee-related costs. Selling, general and administrative expenses as a percentage of net sales increased to 10.9% for the three months ended September 30, 2022, compared to 9.7% for the three months ended September 30, 2021.

#### Gain from sale and leaseback

The Company executed a sale and leaseback of its West Allis, Wisconsin facility resulting in a $10.8 million ($8.1 million, net of tax) gain during the three months ended September 30, 2021.

#### Depreciation and Amortization

Depreciation and amortization decreased $3.9 million, or 10.1%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, due to a $4.3 million decrease in depreciation expense, primarily related to property, plant and equipment becoming fully depreciated over the past year, partially offset by a $0.4 million increase in amortization expense.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges decreased $1.8 million, or 24.3%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following:

|  | Three Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $1.2 | $1.0 | $0.2 |
| Impairment charges (a) | 0.5 | 0.3 | 0.2 |
| Transaction-related charges | 0.3 | — | 0.3 |
| Integration costs | 0.4 | — | 0.4 |
| Other restructuring charges |  |  |  |
| Vacant facility carrying costs and lease exit charges | 2.0 | 4.9 | (2.9) |
| Equipment and infrastructure removal costs | 0.1 | 0.5 | (0.4) |
| Other restructuring activities (b) | 1.1 | 0.7 | 0.4 |
| Other restructuring charges | 3.2 | 6.1 | (2.9) |
| Total restructuring, impairment and transaction-related charges | $5.6 | $7.4 | $(1.8) |

(a) Includes $0.5 million and $0.3 million of impairment charges for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction and strategic divestiture activities, during the three months ended September 30, 2022 and 2021, respectively.

(b) Includes $0.6 million in charges and $0.1 million of income from foreign currency impacts as a result of the economy in Argentina being classified as highly inflationary during the three months ended September 30, 2022 and 2021, respectively. The Company has considered the economy in Argentina to be highly inflationary since June 30, 2018.

#### EBITDA and EBITDA Margin—Consolidated

EBITDA and EBITDA margin for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, were as follows:

*(dollars in millions)*

|  | Three Months Ended September 30, 2022 Amount | % of Net Sales | 2021 Amount | % of Net Sales |
| --- | ---: | ---: | ---: | ---: |
| EBITDA and EBITDA margin (non-GAAP) | $63.2 | 7.6% | $70.3 | 10.0% |

EBITDA decreased $7.1 million for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following: (1) a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022; (2) a $10.8 million gain from sale and leaseback in 2021 that did not repeat in 2022; and (3) cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages. The EBITDA decreases were partially offset by the following: (1) an increase in print product pricing and volume; (2) a $3.9 million increase in paper byproduct recoveries; (3) $1.8 million of decreased restructuring, impairment and transaction-related charges; and (4) savings from other cost reduction initiatives.

EBITDA is defined as net earnings (loss), excluding (1) interest expense, (2) income tax expense (benefit) and (3) depreciation and amortization. EBITDA margin represents EBITDA as a percentage of net sales. EBITDA and EBITDA margin are presented to provide additional information regarding Quad’s performance. Both are important measures by which Quad gauges the profitability and assesses the performance of its business. EBITDA and EBITDA margin are non-GAAP financial measures and should not be considered alternatives to net earnings (loss) as a measure of operating performance, or to cash flows provided by (used in) operating activities as a measure of liquidity. Quad’s calculation of EBITDA and EBITDA margin may be different from the calculations used by other companies, and therefore, comparability may be limited.

A reconciliation of EBITDA to net earnings for the three months ended September 30, 2022 and 2021, was as follows:

*(dollars in millions)*

|  | Three Months Ended September 30, 2022 | 2021 |
| --- | ---: | ---: |
| Net earnings (1) | $13.7 | $14.3 |
| Interest expense | 12.1 | 15.0 |
| Income tax expense | 2.6 | 2.3 |
| Depreciation and amortization | 34.8 | 38.7 |
| EBITDA (non-GAAP) | $63.2 | $70.3 |

(1) Net earnings included the following:

a. Restructuring, impairment and transaction-related charges of $5.6 million and $7.4 million for the three months ended September 30, 2022 and 2021, respectively;

b. Gain from sale and leaseback of $10.8 million for the three months ended September 30, 2021; and

c. Equity in earnings of unconsolidated entity of $0.2 million and equity in loss of unconsolidated entity of $0.4 million for the three months ended September 30, 2021.

### United States Print and Related Services

The following table summarizes net sales, operating income, operating margin and certain items impacting comparability within the United States Print and Related Services segment:

*(dollars in millions)*

| Net sales: | Three Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Products | $540.0 | $463.9 | $76.1 | 16.4% |
| Services | 173.1 | 160.4 | 12.7 | 7.9% |
| Operating income (including restructuring, impairment and transaction-related charges) | 33.3 | 36.1 | (2.8) | (7.8)% |
| Operating margin | 4.7% | 5.8% | N/A | N/A |
| Restructuring, impairment and transaction-related charges | $3.8 | $7.3 | $(3.5) | (47.9)% |

#### Net Sales

Product sales for the United States Print and Related Services segment increased $76.1 million, or 16.4%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $39.7 million increase in sales in the Company’s print product lines due to increased print pricing and volume and a $36.4 million increase from pass-through paper sales.

Service sales for the United States Print and Related Services segment increased $12.7 million, or 7.9%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $9.9 million increase in logistics sales and a $2.8 million increase in marketing services and medical services.

#### Operating Income

Operating income for the United States Print and Related Services segment decreased $2.8 million, or 7.8%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following: (1) a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022; (2) a $10.8 million gain from sale and leaseback in 2021 that did not repeat in 2022; and (3) cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages. These decreases were partially offset by the following: (1) a $3.9 million increase in paper byproduct recoveries; (2) a $3.5 million decrease in restructuring, impairment and transaction-related charges; (3) a $3.4 million decrease in depreciation and amortization expense; (4) an increase in print volume and pricing; and (5) savings from other cost reduction initiatives.

Operating margin for the United States Print and Related Services segment decreased to 4.7% for the three months ended September 30, 2022, from 5.8% for the three months ended September 30, 2021, primarily due to the reasons provided above.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges for the United States Print and Related Services segment decreased $3.5 million, or 47.9%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following:

|  | Three Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $0.7 | $0.5 | $0.2 |
| Impairment charges (a) | 0.5 | 0.3 | 0.2 |
| Other restructuring charges | 2.6 | 6.5 | (3.9) |
| Total restructuring, impairment and transaction-related charges | $3.8 | $7.3 | $(3.5) |

(a) Includes $0.5 million and $0.3 million of impairment charges for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction and strategic divestiture activities, during the three months ended September 30, 2022 and 2021, respectively.

### International

The following table summarizes net sales, operating income, operating margin, certain items impacting comparability and equity in earnings of unconsolidated entity within the International segment:

*(dollars in millions)*

| Net sales: | Three Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Products | $112.0 | $76.7 | $35.3 | 46.0% |
| Services | 4.8 | 5.1 | (0.3) | (5.9)% |
| Operating income (including restructuring, impairment and transaction-related charges) | 5.6 | 3.6 | 2.0 | 55.6% |
| Operating margin | 4.8% | 4.4% | N/A | N/A |
| Restructuring, impairment and transaction-related charges | $1.6 | $0.1 | $1.5 | nm |
| Equity in earnings of unconsolidated entity | — | (0.2) | (0.2) | nm |

40

#### Net Sales

Product sales for the International segment increased $35.3 million, or 46.0%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $21.3 million increase in print pricing and volume, mainly in Mexico, Argentina, Peru and Colombia, and a $20.8 million increase in pass-through paper sales, partially offset by $6.8 million in unfavorable foreign exchange impacts, primarily in Europe and Colombia.

Service sales for the International segment decreased $0.3 million, or 5.9%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a decrease in logistics sales.

#### Operating Income

Operating income for the International segment increased $2.0 million, or 55.6%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $3.5 million increase in operating income, mainly in Mexico and Peru, partially offset by a $1.5 million increase in restructuring, impairment and transaction-related charges.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges for the International segment increased $1.5 million for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to the following:

|  | Three Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $0.5 | $0.5 | $— |
| Transaction-related charges | 0.1 | — | 0.1 |
| Integration costs | 0.4 | — | 0.4 |
| Other restructuring charges (income) (a) | 0.6 | (0.4) | 1.0 |
| Total restructuring, impairment and transaction-related charges | $1.6 | $0.1 | $1.5 |

(a) Includes $0.6 million in charges and $0.1 million of income from foreign currency impacts as a result of the economy in Argentina being classified as highly inflationary during the three months ended September 30, 2022 and 2021, respectively. The Company has considered the economy in Argentina to be highly inflationary since June 30, 2018.

#### Equity in Earnings of Unconsolidated Entity

Investments in entities where Quad has the ability to exert significant influence, but not control, are accounted for using the equity method of accounting. The Company held a 49% ownership interest in Plural Industria Gráfica Ltda., a commercial printer based in São Paulo, Brazil until the investment was sold in January 2022. The equity in earnings of unconsolidated entity in the International segment was $0.2 million for the three months ended September 30, 2021.

### Corporate

The following table summarizes unallocated operating expenses presented as Corporate:

*(dollars in millions)*

|  | Three Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Operating expenses (including restructuring, impairment and transaction-related charges) | $13.7 | $11.7 | $2.0 | 17.1% |
| Restructuring, impairment and transaction-related charges | 0.2 | — | 0.2 | nm |

41

#### Operating Expenses

Corporate operating expenses increased $2.0 million, or 17.1%, for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, primarily due to a $3.0 million increase in employee-related costs, partially offset by a $1.2 million decrease in professional fees.

#### Restructuring, Impairment and Transaction-Related Charges

Corporate restructuring, impairment and transaction-related charges were $0.2 million during the three months ended September 30, 2022. There were no Corporate restructuring, impairment and transaction-related charges recognized during the three months ended September 30, 2021.

### Results of Operations for the Nine Months Ended September 30, 2022, Compared to the Nine Months Ended September 30, 2021

### Summary Results

The Company’s operating income, operating margin, net earnings (computed using a 25% normalized tax rate for all items subject to tax) and diluted earnings per share for the nine months ended September 30, 2022, changed from the nine months ended September 30, 2021, as follows (dollars in millions, except margin and per share data):

|  | Operating Income | Operating Margin | Net Earnings | Diluted Earnings Per Share |
| --- | ---: | ---: | ---: | ---: |
| For the nine months ended September 30, 2021 | $97.0 | 4.6% | $58.9 | $1.12 |
| Gains from sale and leaseback (1) | (24.5) | (1.2)% | (18.4) | (0.35) |
| Restructuring, impairment and transaction-related charges (2) | (15.8) | (0.7)% | (11.9) | (0.23) |
| Other operating income elements (3) | (11.9) | (0.8)% | (8.9) | (0.16) |
| Operating Income | 44.8 | 1.9% | 19.7 | 0.38 |
| Interest expense (4) | N/A | N/A | 9.6 | 0.18 |
| Net pension income (5) | N/A | N/A | (1.1) | (0.03) |
| Income taxes (6) | N/A | N/A | (10.1) | (0.19) |
| Investments in unconsolidated entity, net of tax (7) | N/A | N/A | (0.1) | — |
| For the nine months ended September 30, 2022 | $44.8 | 1.9% | $18.0 | $0.34 |

(1) The Company executed sale and leaseback transactions of its Chalfont, Pennsylvania and West Allis, Wisconsin facilities resulting in $24.5 million ($18.4 million, net of tax) in gains during the nine months ended September 30, 2021.

(2) Restructuring, impairment and transaction-related charges increased $15.8 million ($11.9 million, net of tax), to $12.4 million during the nine months ended September 30, 2022, and included the following:

a. A $5.7 million decrease in employee termination charges from $8.5 million during the nine months ended September 30, 2021, to $2.8 million during the nine months ended September 30, 2022;

b. A $1.4 million decrease in impairment charges from $2.0 million during the nine months ended September 30, 2021, to $0.6 million during the nine months ended September 30, 2022;

c. A $0.4 million increase in transaction-related charges from $0.4 million during the nine months ended September 30, 2021, to $0.8 million during the nine months ended September 30, 2022;

d. A $0.4 million increase in integration costs from zero during the nine months ended September 30, 2021, to $0.4 million during the nine months ended September 30, 2022;

e. A $22.1 million increase in various other restructuring charges from $14.3 million of income during the nine months ended September 30, 2021, to $7.8 million of expense during the nine months ended September 30, 2022.

The Company expects to incur additional restructuring and integration costs in future reporting periods in connection with eliminating excess manufacturing capacity and properly aligning its cost structure in conjunction with the Company’s acquisitions and strategic investments, and other cost reduction programs.

(3) Other operating income elements decreased $11.9 million ($8.9 million, net of tax impact) during the nine months ended September 30, 2022, primarily due to cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages and a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022. These cost increases were partially offset by the following: (1) a $19.1 million increase in paper byproduct recoveries; (2) an $12.7 million decrease in depreciation and amortization expense; (3) an increase in print product pricing and volume; and (4) savings from other cost reduction initiatives.

(4) Interest expense decreased $12.8 million ($9.6 million, net of tax) during the nine months ended September 30, 2022, to $32.3 million. This was primarily due to an $8.6 million decrease in interest expense related to the interest rate swaps and lower average debt levels in the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

(5) Net pension income decreased $1.5 million ($1.1 million, net of tax) during the nine months ended September 30, 2022, to $9.5 million. This was due to a $1.6 million decrease from the expected long-term return on pension plan assets and a $0.7 million increase from interest cost on pension plan liabilities. These were offset by a non-cash settlement charge of $0.8 million during the nine months ended September 30, 2021 that did not repeat during the nine months ended September 30, 2022.

(6) The $10.1 million increase in income tax expense as calculated in the following table is primarily due to an $8.8 million increase from valuation allowance reserves, a $1.5 million increase from the impact of non-deductible expenses and an $0.8 million increase from the Company’s liability for unrecognized tax benefits, partially offset by a $1.0 million decrease from income tax credits.

|  | Nine Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Earnings before income taxes and equity in earnings of unconsolidated entity | $22.0 | $62.9 | $(40.9) |
| Normalized tax rate | 25.0% | 25.0% |  |
| Income tax expense at normalized tax rate | 5.5 | 15.7 | (10.2) |
| Income tax expense from the condensed consolidated statements of operations | 4.0 | 4.1 | (0.1) |
| Impact of income taxes | $(1.5) | $(11.6) | $10.1 |

(7) The decrease in investments in unconsolidated entity, net of tax, of $0.1 million during the nine months ended September 30, 2022, was due to the equity in earnings of unconsolidated entity of $0.1 million for the nine months ended September 30, 2021 at the Company’s investment in Plural Industria Grafica Ltda., the Company’s Brazilian joint venture. In January 2022, the Company sold its investment in Plural.

### Operating Results

The following table sets forth certain information from the Company’s condensed consolidated statements of operations on an absolute dollar basis and as a relative percentage of total net sales for each noted period, together with the relative percentage change in such information between the periods set forth below:

*(dollars in millions)*

| Net sales: | Nine Months Ended September 30, 2022 Amount | % of Sales | 2021 Amount | % of Sales | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Products | $1,826.8 | 78.3% | $1,578.2 | 74.9% | $248.6 | 15.8% |
| Services | 505.0 | 21.7% | 527.6 | 25.1% | (22.6) | (4.3)% |
| Total net sales | 2,331.8 | 100.0% | 2,105.8 | 100.0% | 226.0 | 10.7% |
| Cost of sales: |  |  |  |  |  |  |
| Products | 1,563.4 | 67.0% | 1,295.3 | 61.5% | 268.1 | 20.7% |
| Services | 347.8 | 14.9% | 392.8 | 18.7% | (45.0) | (11.5)% |
| Total cost of sales | 1,911.2 | 81.9% | 1,688.1 | 80.2% | 223.1 | 13.2% |
| Selling, general & administrative expenses | 256.8 | 11.0% | 229.3 | 10.9% | 27.5 | 12.0% |
| Gains from sale and leaseback | — | —% | (24.5) | (1.2)% | 24.5 | nm |
| Depreciation and amortization | 106.6 | 4.6% | 119.3 | 5.7% | (12.7) | (10.6)% |
| Restructuring, impairment and transaction-related charges | 12.4 | 0.6% | (3.4) | (0.2)% | 15.8 | nm |
| Total operating expenses | 2,287.0 | 98.1% | 2,008.8 | 95.4% | 278.2 | 13.8% |
| Operating income | $44.8 | 1.9% | $97.0 | 4.6% | $(52.2) | (53.8)% |

44

#### Net Sales

Product sales increased $248.6 million, or 15.8%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $159.0 million increase from pass-through paper sales and a $104.3 million increase in sales in the Company’s print product lines, primarily due to increased print pricing and volume. These increases were partially offset by $14.7 million in unfavorable foreign exchange impacts.

Service sales, which primarily consist of logistics, distribution, marketing services, imaging and medical services, decreased $22.6 million, or 4.3%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $58.0 million decrease in sales due to the divestiture of the Company’s third-party logistics business, partially offset by a $24.9 million increase in logistics sales and a $10.5 million increase in marketing services and medical services.

#### Cost of Sales

Cost of product sales increased $268.1 million, or 20.7%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following: (1) an increase in pass-through paper costs; (2) the impacts from rising costs of materials, labor and other costs of production; and (3) higher print volumes. These increases were partially offset by a $19.1 million increase in paper byproduct recoveries and other cost reduction initiatives.

Cost of service sales decreased $45.0 million, or 11.5%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the impact from the divestiture of the Company’s third-party logistics business, partially offset by increased freight costs.

#### Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $27.5 million, or 12.0%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following: (1) a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022; (2) an $11.4 million increase in employee-related costs; and (3) a $1.3 million increase in credit loss expense. Selling, general and administrative expenses as a percentage of net sales increased to 11.0% for the nine months ended September 30, 2022, compared to 10.9% for the nine months ended September 30, 2021.

#### Gains from sale and leaseback

The Company executed sale and leaseback transactions of its Chalfont, Pennsylvania and West Allis, Wisconsin facilities resulting in $24.5 million ($18.4 million, net of tax) in gains during the nine months ended September 30, 2021.

#### Depreciation and Amortization

Depreciation and amortization decreased $12.7 million, or 10.6%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, due to a $11.7 million decrease in depreciation expense, primarily from property, plant and equipment becoming fully depreciated over the past year and a $1.0 million decrease in amortization expense.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges increased $15.8 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following:

|  | Nine Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $2.8 | $8.5 | $(5.7) |
| Impairment charges (a) | 0.6 | 2.0 | (1.4) |
| Transaction-related charges | 0.8 | 0.4 | 0.4 |
| Integration costs | 0.4 | — | 0.4 |
| Other restructuring charges (income) |  |  |  |
| Vacant facility carrying costs and lease exit charges | 4.1 | 15.1 | (11.0) |
| Equipment and infrastructure removal costs | 0.1 | 1.5 | (1.4) |
| Gains on the sale of facilities (b) | — | (10.1) | 10.1 |
| Other restructuring activities (c) | 3.6 | (20.8) | 24.4 |
| Other restructuring charges (income) | 7.8 | (14.3) | 22.1 |
| Total restructuring, impairment and transaction-related charges | $12.4 | $(3.4) | $15.8 |

(a) Includes $0.6 million and $2.0 million of impairment charges for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction and strategic divestiture activities, during the nine months ended September 30, 2022 and 2021, respectively.

(b) Includes $9.7 million of gains on the sale of Riverside, California and other facilities during the nine months ended September 30, 2021.

(c) Includes $2.3 million and $0.8 million in charges from foreign currency losses as a result of the economy in Argentina being classified as highly inflationary during the nine months ended September 30, 2022 and 2021, respectively. The Company has considered the economy in Argentina to be highly inflationary since June 30, 2018. Also includes a $20.9 million gain on the sale of a business during the nine months ended September 30, 2021.

#### EBITDA and EBITDA Margin—Consolidated

EBITDA and EBITDA margin for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, were as follows:

*(dollars in millions)*

|  | Nine Months Ended September 30, 2022 Amount | % of Net Sales | 2021 Amount | % of Net Sales |
| --- | ---: | ---: | ---: | ---: |
| EBITDA and EBITDA margin (non-GAAP) | $160.9 | 6.9% | $227.4 | 10.8% |

EBITDA decreased $66.5 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following: (1) $24.5 million in gains from sale and leaseback in 2021 that did not repeat in 2022; (2) $15.8 million of increased restructuring, impairment and transaction-related charges; (3) a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022; and (4) cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages. These cost increases were partially offset by a $19.1 million increase in paper byproduct recoveries, an increase in print product pricing and volume and savings from other cost reduction initiatives.

EBITDA is defined as net earnings (loss), excluding (1) interest expense, (2) income tax expense (benefit) and (3) depreciation and amortization. EBITDA margin represents EBITDA as a percentage of net sales. EBITDA and EBITDA margin are presented to provide additional information regarding Quad’s performance. Both are important measures by which Quad gauges the profitability and assesses the performance of its business. EBITDA and EBITDA margin are non-GAAP financial measures and should not be considered alternatives to net earnings (loss) as a measure of operating performance, or to cash flows provided by (used in) operating activities as a measure of liquidity. Quad’s calculation of EBITDA and EBITDA margin may be different from the calculations used by other companies, and therefore, comparability may be limited.

A reconciliation of EBITDA to net earnings for the nine months ended September 30, 2022 and 2021, was as follows:

*(dollars in millions)*

|  | Nine Months Ended September 30, 2022 | 2021 |
| --- | ---: | ---: |
| Net earnings (1) | $18.0 | $58.9 |
| Interest expense | 32.3 | 45.1 |
| Income tax expense | 4.0 | 4.1 |
| Depreciation and amortization | 106.6 | 119.3 |
| EBITDA (non-GAAP) | $160.9 | $227.4 |

(1) Net earnings included the following:

a. Restructuring, impairment and transaction-related charges of $12.4 million and income of $3.4 million for the nine months ended September 30, 2022 and 2021, respectively;

b. Gains from sale and leaseback of $24.5 million for the nine months ended September 30, 2021; and

c. Equity in earnings of unconsolidated entity of $0.1 million and equity in loss of unconsolidated entity of $0.9 million for the nine months ended September 30, 2021.

### United States Print and Related Services

The following table summarizes net sales, operating income, operating margin and certain items impacting comparability within the United States Print and Related Services segment:

*(dollars in millions)*

| Net sales: | Nine Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Products | $1,523.9 | $1,357.1 | $166.8 | 12.3% |
| Services | 489.7 | 512.7 | (23.0) | (4.5)% |
| Operating income (including restructuring, impairment and transaction-related charges) | 65.0 | 124.4 | (59.4) | (47.7)% |
| Operating margin | 3.2% | 6.7% | N/A | N/A |
| Restructuring, impairment and transaction-related charges | $7.1 | $(6.1) | $13.2 | nm |

#### Net Sales

Product sales for the United States Print and Related Services segment increased $166.8 million, or 12.3%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $104.4 million increase from pass-through paper sales and a $62.4 million increase in sales in the Company’s print product lines, primarily due to increased print pricing and volume.

Service sales for the United States Print and Related Services segment decreased $23.0 million, or 4.5%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $58.0 million decrease in sales due to the divestiture of the Company’s third-party logistics business, partially offset by a $24.5 million increase in logistics sales and a $10.5 million increase in marketing services and medical services.

#### Operating Income

Operating income for the United States Print and Related Services segment decreased $59.4 million, or 47.7%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following: (1) $24.5 million in gains from sale and leaseback in 2021 that did not repeat in 2022; (2) a $13.3 million gain from a property insurance claim in 2021 that did not repeat in 2022; (3) a $13.2 million increase in restructuring, impairment and transaction-related charges; and (4) cost increases from supply chain disruptions, cost inflation in materials and freight and labor shortages. These cost increases were partially offset by the following: (1) a $19.1 million increase in paper byproduct recoveries; (2) an $11.0 million decrease in depreciation and amortization expense; (3) an increase in print product pricing and volume; and (4) savings from other cost reduction initiatives.

Operating margin for the United States Print and Related Services segment decreased to 3.2% for the nine months ended September 30, 2022, compared to 6.7% for the nine months ended September 30, 2021, primarily due to the reasons provided above.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges for the United States Print and Related Services segment increased $13.2 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following:

|  | Nine Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $1.5 | $7.1 | $(5.6) |
| Impairment charges (a) | 0.6 | 2.0 | (1.4) |
| Other restructuring charges (income) (b) | 5.0 | (15.2) | 20.2 |
| Total restructuring, impairment and transaction-related charges | $7.1 | $(6.1) | $13.2 |

(a) Includes $0.6 million and $2.0 million of impairment charges for machinery and equipment no longer being utilized in production as a result of facility consolidations, as well as other capacity reduction and strategic divestiture activities, during the nine months ended September 30, 2022 and 2021, respectively.

(b) Includes a $20.9 million gain on the sale of a business and $9.7 million of gains on the sale of Riverside, California and other facilities during the nine months ended September 30, 2021.

### International

The following table summarizes net sales, operating income, operating margin, certain items impacting comparability and equity in earnings of unconsolidated entity within the International segment:

*(dollars in millions)*

| Net sales: | Nine Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Products | $302.9 | $221.1 | $81.8 | 37.0% |
| Services | 15.3 | 14.9 | 0.4 | 2.7% |
| Operating income (including restructuring, impairment and transaction-related charges) | 15.5 | 8.1 | 7.4 | 91.4% |
| Operating margin | 4.9% | 3.4% | N/A | N/A |
| Restructuring, impairment and transaction-related charges | $4.5 | $1.8 | $2.7 | 150.0% |
| Equity in earnings of unconsolidated entity | — | (0.1) | (0.1) | nm |

#### Net Sales

Product sales for the International segment increased $81.8 million, or 37.0%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, due to a $54.6 million increase in pass-through paper sales and a $41.9 million increase in print pricing and volume, primarily in Mexico, Europe, Argentina, Peru and Colombia, partially offset by $14.7 million in unfavorable foreign exchange impacts, primarily in Europe and Argentina.

Service sales for the International segment increased $0.4 million, or 2.7%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to an increase in logistics sales in Europe.

#### Operating Income

Operating income for the International segment increased $7.4 million, or 91.4%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $10.1 million increase in operating income from increased print volume and pricing and cost saving initiatives, partially offset by a $2.7 million increase in restructuring, impairment and transaction-related charges.

#### Restructuring, Impairment and Transaction-Related Charges

Restructuring, impairment and transaction-related charges for the International segment increased $2.7 million, or 150.0%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to the following:

|  | Nine Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $1.3 | $0.9 | $0.4 |
| Transaction-related charges | 0.1 | — | 0.1 |
| Integration costs | 0.4 | — | 0.4 |
| Other restructuring charges (a) | 2.7 | 0.9 | 1.8 |
| Total restructuring, impairment and transaction-related charges | $4.5 | $1.8 | $2.7 |

(a) Includes $2.3 million and $0.8 million in charges from foreign currency losses as a result of the economy in Argentina being classified as highly inflationary during the nine months ended September 30, 2022 and 2021, respectively. The Company has considered the economy in Argentina to be highly inflationary since June 30, 2018.

#### Equity in Earnings of Unconsolidated Entity

Investments in entities where Quad has the ability to exert significant influence, but not control, are accounted for using the equity method of accounting. The Company held a 49% ownership interest in Plural Industria Gráfica Ltda., a commercial printer based in São Paulo, Brazil until the investment was sold in January 2022. The equity in earnings of unconsolidated entity in the International segment was $0.1 million for the nine months ended September 30, 2021.

### Corporate

The following table summarizes unallocated operating expenses presented as Corporate:

*(dollars in millions)*

|  | Nine Months Ended September 30, 2022 Amount | 2021 Amount | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Operating expenses (including restructuring, impairment and transaction-related charges) | $35.7 | $35.5 | $0.2 | 0.6% |
| Restructuring, impairment and transaction-related charges | 0.8 | 0.9 | (0.1) | (11.1)% |

#### Operating Expenses

Corporate operating expenses increased $0.2 million, or 0.6%, for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $2.0 million increase in employee-related costs, partially offset by $1.3 million decrease in professional fees and a $0.1 million decrease in restructuring, impairment and transaction-related charges.

#### Restructuring, Impairment and Transaction-Related Charges

Corporate restructuring, impairment and transaction-related charges were $0.8 million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively.

|  | Nine Months Ended September 30, 2022 | 2021 | $ Change |
| --- | ---: | ---: | ---: |
| Employee termination charges | $— | $0.5 | $(0.5) |
| Transaction-related charges | 0.7 | 0.4 | 0.3 |
| Other restructuring charges | 0.1 | — | 0.1 |
| Total restructuring, impairment and transaction-related charges | $0.8 | $0.9 | $(0.1) |

### Liquidity and Capital Resources

The Company utilizes cash flows from operating activities and borrowings under its credit facilities to satisfy its liquidity and capital requirements. The Company had total liquidity of $259.3 million as of September 30, 2022, which consisted of up to $245.3 million of unused capacity under its revolving credit arrangement, net of $32.9 million of issued letters of credit, and cash and cash equivalents of $14.0 million. Total liquidity is reduced to $156.3 million under the Company’s most restrictive debt covenants, and consists of $142.3 million available under its revolving credit arrangement and $14.0 million in cash and cash equivalents. There were $154.3 million of borrowings under the $432.5 million revolving credit facility as of September 30, 2022.

The Company believes its expected future cash flows from operating activities and its current liquidity and capital resources are sufficient to fund ongoing operating requirements and service debt and pension requirements.

### Net Cash Provided by (Used in) Operating Activities

#### Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021

Net cash used in operating activities increased $52.4 million, from $22.1 million provided by operating activities for the nine months ended September 30, 2021, to $30.3 million used in operating activities for the nine months ended September 30, 2022. This increase was due to a $60.6 million increase in cash flows used in changes in operating assets and liabilities, primarily due to higher receivables due to higher net sales, the strategic decision to carry higher inventory levels to serve clients, and the payment of other current liabilities, partially offset by a $8.2 million increase in cash from earnings.

### Net Cash Provided by (Used in) Investing Activities

#### Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021

Net cash used in investing activities increased $114.0 million, from $67.4 million provided by investing activities for the nine months ended September 30, 2021, to $46.6 million used in investing activities for the nine months ended September 30, 2022. The increase was primarily due to the following: (1) a $63.1 million decrease in proceeds from the sale of property, plant, and equipment; (2) a $39.0 million decrease in proceeds from the sale of a business; (3) a $7.9 million increase in purchases of property, plant and equipment; (4) a $4.0 million decrease in proceeds from a property insurance claim; and (5) a $2.0 million increase in cost investment in unconsolidated entities. These increases were partially offset by a $2.0 million increase in cash provided by other investing activities.

### Net Cash Used in Financing Activities

#### Nine Months Ended September 30, 2022, Compared to Nine Months Ended September 30, 2021

Net cash used in financing activities decreased $28.5 million, from $117.1 million for the nine months ended September 30, 2021, to $88.6 million for the nine months ended September 30, 2022. The decrease was primarily due to (1) a $30.4 million decrease in net payments of debt and lease obligations; (2) a $7.6 million decrease in cash used in other financing activities; and (3) a $1.9 million decrease in changes in ownership of noncontrolling interests. These decreases were partially offset by a $10.0 million increase in the purchase of treasury stock and a $1.4 million increase in equity awards redeemed to pay employees’ tax obligations.

### Free Cash Flow

Free Cash Flow is defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment.

The Company’s management assesses Free Cash Flow as a measure to quantify cash available for (1) strengthening the balance sheet (debt reduction), (2) strategic capital allocation and deployment through investments in the business (acquisitions and strategic investments) and (3) returning capital to shareholders (dividends and share repurchases). The priorities for capital allocation and deployment will change as circumstances dictate for the business, and Free Cash Flow can be significantly impacted by the Company’s restructuring activities and other unusual items.

Free Cash Flow is a non-GAAP financial measure and should not be considered an alternative to cash flows provided by (used in) operating activities as a measure of liquidity. Quad’s calculation of Free Cash Flow may be different from similar calculations used by other companies, and therefore, comparability may be limited.

Free Cash Flow for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, was as follows:

*(dollars in millions)*

|  | Nine Months Ended September 30, 2022 | 2021 |
| --- | ---: | ---: |
| Net cash provided by (used in) operating activities | $(30.3) | $22.1 |
| Less: purchases of property, plant and equipment | (49.5) | (41.6) |
| **Free Cash Flow (Non-GAAP)** | **$(79.8)** | **$(19.5)** |

Free Cash Flow decreased $60.3 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily due to a $52.4 million increase in net cash used in operating activities and a $7.9 million increase in capital expenditures. See the “Net Cash Provided by (Used in) Operating Activities” section above for further explanations of the change in operating cash flows and the “Net Cash Provided by (Used in) Investing Activities” section above for further explanations of the changes in purchases of property, plant and equipment.

### Debt Leverage Ratio

The Debt Leverage Ratio is defined as total debt and finance lease obligations less cash and cash equivalents (Net Debt) divided by the trailing twelve months Adjusted EBITDA, comprised of the sum of the following: (1) the last twelve months of EBITDA (see the definition of EBITDA and the reconciliation of net earnings to EBITDA in the “Results of Operations” section above); (2) restructuring, impairment and transaction-related charges; (3) gains from sale and leaseback; (4) loss on debt extinguishment; (5) equity in (earnings) loss of unconsolidated entity; and (6) Adjusted EBITDA for unconsolidated equity method investments (calculated in a consistent manner with the calculation for Quad).

The Company uses the Debt Leverage Ratio as a metric to assess liquidity and the flexibility of its balance sheet. Consistent with other liquidity metrics, the Company monitors the Debt Leverage Ratio as a measure to determine the appropriate level of debt the Company believes is optimal to operate its business, and accordingly, to quantify debt capacity available for strengthening the balance sheet through debt and pension liability reduction, for strategic capital allocation and deployment through investments in the business, and for returning capital to shareholders. The priorities for capital allocation and deployment will change as circumstances dictate for the business, and the Debt Leverage Ratio can be significantly impacted by the amount and timing of large expenditures requiring debt financing, as well as changes in profitability.

The Debt Leverage Ratio is a non-GAAP measure and should not be considered an alternative to cash flows provided by (used in) operating activities as a measure of liquidity. Quad’s calculation of the Debt Leverage Ratio may be different from similar calculations used by other companies and, therefore, comparability may be limited.

The Debt Leverage Ratio calculated below differs from the Total Leverage Ratio, the Total Net Leverage Ratio and the Senior Secured Leverage Ratio included in the Company’s debt covenant calculations (see “Covenants and Compliance” section below for further information on debt covenants). The Total Leverage Ratio included in the Company’s debt covenants includes interest rate swap liabilities, letters of credit and surety bonds as debt and excludes non-cash stock-based compensation expense from EBITDA. The Total Net Leverage Ratio includes and excludes the same adjustments as the Total Leverage Ratio, in addition to netting domestic unrestricted cash with debt. Similarly, the Senior Secured Leverage Ratio includes and excludes the same adjustments as the Total Leverage Ratio, in addition to the exclusion of the outstanding balance of the surety bonds from debt and netting domestic unrestricted cash with debt.

The Debt Leverage Ratio at September 30, 2022, and December 31, 2021, was as follows:

*(dollars in millions)*

|  | September 30, 2022 |  | December 31, 2021 |  |
| --- | ---: | --- | ---: | --- |
| Total debt and finance lease obligations on the condensed consolidated balance sheets | $729.3 |  | $803.7 |  |
| Less: Cash and cash equivalents | 14.0 |  | 179.9 |  |
| Net Debt (Non-GAAP) | $715.3 |  | $623.8 |  |
| Divided by: Adjusted EBITDA (Non-GAAP) | $233.2 |  | $260.5 |  |
| **Debt Leverage Ratio—Net Debt (Non-GAAP)** | **3.07** | **x** | **2.39** | **x** |

The calculation of Adjusted EBITDA for the trailing twelve months ended September 30, 2022, and December 31, 2021, was as follows:

|  | Year Ended December 31, 2021 (1) | Add Nine Months Ended September 30, 2022 | Subtract September 30, 2021 | Trailing Twelve Months Ended September 30, 2022 |
| --- | ---: | ---: | ---: | ---: |
| Net earnings (loss) | $37.8 | $18.0 | $58.9 | $(3.1) |
| Interest expense | 59.6 | 32.3 | 45.1 | 46.8 |
| Income tax expense | 9.5 | 4.0 | 4.1 | 9.4 |
| Depreciation and amortization | 157.3 | 106.6 | 119.3 | 144.6 |
| EBITDA (Non-GAAP) | $264.2 | $160.9 | $227.4 | $197.7 |
| Restructuring, impairment and transaction-related charges | 18.9 | 12.4 | (3.4) | 34.7 |
| Gains from sale and leaseback | (24.5) | — | (24.5) | — |
| Loss on debt extinguishment | 0.7 | — | — | 0.7 |
| Other (2) | 1.2 | — | 1.1 | 0.1 |
| Adjusted EBITDA (Non-GAAP) (3) | $260.5 | $173.3 | $200.6 | $233.2 |

(1) Financial information for the year ended December 31, 2021, is included as reported in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on February 23, 2022.

(2) Other is comprised of equity in earnings of unconsolidated entity and Adjusted EBITDA for unconsolidated equity method investments.

(3) The Company made a change in its definition of Adjusted EBITDA to include net pension income. This change is reflected in all periods presented.

The Debt Leverage Ratio at September 30, 2022, increased 0.68x, compared to December 31, 2021, primarily due to a $91.5 million increase in Net Debt and a $27.3 million reduction in trailing twelve months Adjusted EBITDA. The Debt Leverage Ratio at September 30, 2022, is above management’s desired target Debt Leverage Ratio range of 2.0x to 2.5x; however, the Company expects to operate above the Debt Leverage Ratio target range due to the impacts from supply chain disruptions, cost inflation and labor shortages. The Company will also operate at times above the Debt Leverage Ratio target range depending on the timing of compelling strategic investment opportunities, as well as seasonal working capital needs.

### Debt Obligations

As of September 30, 2022, the Company utilized a combination of debt instruments to fund cash requirements, including the following:

- Senior Secured Credit Facility:
- Revolving credit facility ($154.3 million outstanding as of September 30, 2022); and
- Term Loan A ($563.3 million outstanding as of September 30, 2022);
- Master Note and Security Agreement ($4.4 million outstanding as of September 30, 2022).

### Covenants and Compliance

The Company’s various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company’s debt agreements, as amended to date). Among these covenants, the Company was required to maintain the following as of September 30, 2022:

- *Total Leverage Ratio.* On a rolling twelve-month basis, the Total Leverage Ratio, defined as consolidated total indebtedness to consolidated EBITDA, shall not exceed 3.75 to 1.00 (for the twelve months ended September 30, 2022, the Company’s Total Leverage Ratio was 3.05 to 1.00).
- Liquidity, defined as unrestricted cash and permitted investments of the Company and its subsidiaries (subject to certain conditions) plus the aggregate amount of the unused revolving credit facility commitments, shall not be less than $181.6 million at any time during the period commencing December 15, 2023 and ending when all obligations owed under the Senior Secured Credit Facility to lenders that are not extending lenders are paid in full.
- 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 four-quarter basis, the Senior Secured Leverage Ratio, defined as the ratio of consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed (a) 3.50 to 1.00 for any fiscal quarter ending prior to December 31, 2023, and (b) 3.25 to 1.00 for any fiscal quarter ending on or after December 31, 2023 (other than, in the case of this clause (b), any fiscal quarter ending September 30 of any year, each of which shall be subject to a maximum Senior Secured Leverage Ratio not to exceed 3.50 to 1.00) (for the twelve months ended September 30, 2022, the Company’s Senior Secured Leverage Ratio was 3.04 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 September 30, 2022, the Company’s Interest Coverage Ratio was 5.50 to 1.00).

The Company was in compliance with all covenants in its debt agreements as of September 30, 2022. While the Company currently expects to be in compliance in future periods with all of the financial covenants, there can be no assurance that these covenants will continue to be met. The Company’s failure to maintain compliance with the covenants could prevent the Company from borrowing additional amounts and could result in a default under any of the debt agreements. Such default could cause the outstanding indebtedness to become immediately due and payable, by virtue of cross-acceleration or cross-default provisions.

In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock.

- If the Company’s Total Leverage Ratio is greater than 2.75 to 1.00, the Company is prohibited from making greater than $60.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement. If the Company’s Total Leverage Ratio is above 2.50 to 1.00 but below 2.75 to 1.00, the Company is prohibited from making greater than $100.0 million of dividend payments, capital stock repurchases and certain other payments, over the course of the agreement. If the Total Leverage Ratio is less than 2.50 to 1.00, there are no such restrictions. As the Company’s Total Leverage Ratio as of September 30, 2022, was 3.05 to 1.00, the limitations described above are currently applicable.
- If the Company’s Senior Secured Leverage Ratio is greater than 3.00 to 1.00 or the Company’s Total Net Leverage Ratio which, on a rolling twelve-month basis, is defined as consolidated net indebtedness to consolidated EBITDA, is greater than 3.50 to 1.00, the Company is prohibited from voluntarily prepaying any unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on any 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 applicable, as the Company’s Senior Secured Leverage Ratio was 3.04 to 1.00, although the Total Net Leverage Ratio was 3.05 to 1.00, as of September 30, 2022.

### Share Repurchase Program

On July 30, 2018, the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million of the Company’s outstanding class A common stock. Under the authorization, share repurchases may be made at the Company’s discretion, from time to time, in the open market and/or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchase will depend on economic and market conditions, share price, trading volume, applicable legal requirements and other factors. The program may be suspended or discontinued at any time.

During the three months ended September 30, 2022, the Company repurchased 2,803,539 shares of its Class A common stock at a weighted average price of $3.23 per share for a total purchase price of $9.1 million. During the nine months ended September 30, 2022, the Company repurchased 3,093,662 shares of its Class A common stock at a weighted average price of $3.21 per share for a total purchase price of $10.0 million. There were no shares repurchased during the three and nine months ended September 30, 2021. As of September 30, 2022, there were $90.1 million of authorized repurchases remaining under the program.

### Risk Management

For a discussion of the Company’s exposure to market risks and management of those market risks, see Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” of this Quarterly Report on Form 10-Q.

### Contractual Obligations

As of September 30, 2022, the Company’s contractual obligations have not changed materially from that listed in the “Contractual Obligations and Other Commitments” table and related notes to the table listed in the Company’s Annual Report on Form 10-K filed on February 23, 2022.

### New Accounting Pronouncements

See Note 16, “New Accounting Pronouncements,” to the condensed consolidated financial statements in Item 1, “Condensed Consolidated Financial Statements (Unaudited),” of this Quarterly Report on Form 10-Q.

## Market risk

As filed, 11,142 characters.

The Company is exposed to a variety of market risks which may adversely impact the Company’s results of operations and financial condition, including changes in interest and foreign currency exchange rates, changes in the economic environment that would impact credit positions and changes in the prices of certain commodities. The Company’s management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks. These risk management strategies may not fully insulate the Company from adverse impacts due to market risks.

### Interest Rate Risk

The Company is exposed to interest rate risk on variable rate debt obligations and price risk on fixed rate debt and finance leases. The variable rate debt outstanding at September 30, 2022, was primarily comprised of $563.3 million outstanding on the Term Loan A. In order to reduce the variability of cash flows from interest payments related to a portion of Quad’s variable-rate debt, the Company entered into a $250.0 million interest rate swap in February 2017 (which terminated on February 28, 2022) and a $130.0 million interest rate swap in March 2019 and considers $130.0 million of the Company’s variable rate debt as fixed rate debt. Including the impact of the $130.0 million interest rate swap of variable rate to fixed rate debt, Quad had variable rate debt outstanding of $589.5 million at a current weighted average interest rate of 5.2% and fixed rate debt and finance leases outstanding of $139.8 million at a current weighted average interest rate of 4.9% as of September 30, 2022. A hypothetical 10% increase in the market interest rates impacting the Company’s current weighted average interest rate on variable rate debt obligations would not have a material impact on the Company’s interest expense. In addition, a hypothetical 10% change in market interest rates would change the fair value of fixed rate debt at September 30, 2022, by approximately $0.1 million.

### Foreign Currency Risk and Translation Exposure

The Company is exposed to the impact of foreign currency fluctuations in certain countries in which it operates. The exposure to foreign currency movements is limited in most countries because the operating revenues and expenses of its various subsidiaries and business units are substantially in the local currency of the country in which they operate. To the extent revenues and expenses are not in the applicable local currency, the Company may enter into foreign exchange forward contracts to hedge the currency risk.

Although operating in local currencies may limit the impact of currency rate fluctuations on the results of operations of the Company’s non-United States subsidiaries and business units, rate fluctuations may impact the consolidated financial position as the assets and liabilities of its foreign operations are translated into United States dollars in preparing the Company’s condensed consolidated balance sheets. As of September 30, 2022, the Company’s foreign subsidiaries (excluding Argentina due to the economy’s status as highly inflationary) had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $60.2 million. The potential decrease in net current assets as of September 30, 2022, from a hypothetical 10% adverse change in quoted foreign currency exchange rates, would be approximately $6.0 million. This sensitivity analysis assumes a parallel shift in all major foreign currency exchange rates versus the United States dollar. Exchange rates rarely move in the same direction relative to the United States dollar due to positive and negative correlations of the various global currencies. This assumption may overstate or understate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.

The Company’s hedging operations have historically not been material, and gains or losses from these operations have not been material to the Company’s results of operations, financial position or cash flows. The Company does not use derivative financial instruments for trading or speculative purposes.

These international operations are subject to risks typical of international operations, including, but not limited to, differing economic conditions, changes in political climate, potential restrictions on the movement of funds, differing tax structures, and other regulations and restrictions. Accordingly, future results could be adversely impacted by changes in these or other factors.

The Company has considered the economy in Argentina to be highly inflationary, effective June 30, 2018. In accordance with Accounting Standards Codification 830 — *Foreign Currency Matters*, a highly inflationary economy is one that has experienced cumulative inflation of approximately 100 percent or more over a three-year period. An entity is required to apply the revised accounting guidance in the reporting period following when the economy was deemed to be highly inflationary. As a result of this classification, the functional currency of the Company’s Argentina subsidiaries was changed from the local currency to the United States Dollar, beginning July 1, 2018, and impacts from the change in the value of the local currency for monetary assets and liabilities is now reflected in the condensed consolidated statements of operations. The total impact from foreign currency losses was $0.6 million and $2.3 million during the three and nine months ended September 30, 2022, respectively. The Company’s operations in Argentina represented less than 1.0% of total consolidated assets as of September 30, 2022, and less than 1.0% of total consolidated net sales for the three and nine months ended September 30, 2022.

### Credit Risk

Credit risk is the possibility of loss from a client’s failure to make payments according to contract terms. Prior to granting credit, each client is evaluated 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. Based on those client account reviews and the continued uncertainty of the global economy, the Company has established an allowance for credit losses of $28.6 million as of September 30, 2022, and $28.2 million as of December 31, 2021.

The Company has a large, diverse client base and does not have a high degree of concentration with any single client account. During the three and nine months ended September 30, 2022, the Company’s largest client accounted for less than 5% of the Company’s net sales. Even if the Company’s credit review and analysis mechanisms work properly, the Company may experience financial losses in its dealings with clients and other parties. Any increase in nonpayment or nonperformance by clients could adversely impact the Company’s results of operations and financial condition. Economic disruptions, including the impacts from the supply chain shortages, higher than expected inflation, the COVID-19 pandemic, and direct and indirect impacts from the war in Ukraine could result in significant future charges. The Company is continuing to actively monitor these situations and related risks.

### Commodity Risk

The primary raw materials that the Company uses in its print business are paper, ink and energy. At this time, the Company’s supply of raw materials are available from numerous vendors; however, based on market conditions, the current supply is under pressure due to supply chain shortages and higher than expected inflation. The Company generally buys these raw materials based upon market prices that are established with the vendor as part of the procurement process. The price of such raw materials has fluctuated over time and has caused fluctuations in the Company’s net sales and cost of sales. This volatility may continue and the Company may experience increases in the costs of its raw materials in the future as prices in the overall paper, ink and energy markets are expected to remain beyond its control. The price and availability of paper may also be adversely affected by paper mills’ permanent or temporary closures, and mills’ access to raw materials, conversion to produce other types of paper, and ability to transport paper produced.

Approximately half of the paper used by the Company is supplied directly by its clients. For those clients that do not directly supply their own paper, the Company makes use of its purchasing efficiencies to supply paper by negotiating with leading paper vendors, uses a wide variety of paper grades, weights and sizes, and does not rely on any one vendor. In addition, the Company generally includes price adjustment clauses in sales contracts for paper and other critical raw materials in the printing process. Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies, as well as changes in the United States import or trade regulations may have an impact on client demand for printed products. The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients.

The Company produces the majority of ink used in its print production, allowing it to control the quality, cost and supply of key inputs. Raw materials for the ink manufacturing process are purchased externally from a variety of vendors. The price and availability of ink and ink components may be adversely affected by the availability of component raw materials, labor and transportation.

The Company generally cannot pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations. The Company mitigates its risk through natural gas hedges when appropriate. In its logistics operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients.

To the extent the cost of other raw materials increase and the Company is not able to increase selling prices of its products, then the Company may experience margin declines.

As a result, management believes a hypothetical 10% change in the price of paper and other raw materials would not have a significant direct impact on the Company’s consolidated annual results of operations or cash flows; however, significant increases in commodity pricing or tight supply could influence future client demand for printed products.

## Controls and procedures

As filed, 974 characters.

### Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report and has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

### Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the fiscal quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 245 characters.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022.

Filed Nov 2, 2022.
Source: SEC EDGAR, the filing index for accession 0001481792-22-000028. Last ingested by Listed: Oct 29, 2026, 16:12 ET. No prices; not investment advice.