Quad's Stock Price Drops 60% in Two Days -- and Now the Lawyers Are Circling

Cliff diving: Quad stock price on Yahoo!

First Meredith, now Quad.

The nation's largest magazine printer just entered the same shark-infested water that the country's largest magazine publisher found itself in less than two months ago.

In the past two days, at least seven law firms have announced that they are investigating whether to file a class-action lawsuit against Quad (aka Quad/Graphics) and its leadership on behalf of Quad's investors. That follows a gloomy earnings announcement Tuesday evening that caused the big printer's stock price to drop from $11.28 to $4.53 in just two days.

"On October 29, 2019, after the market closed, the Company slashed its quarterly dividend to $0.15 per share, announced plans to divest its book business, and reported third quarter 2019 financial results," says a press release from the Law Offices of Howard G. Smith. "Analysts were “absolutely shocked by these developments given the confidence management had just three months ago.”

"The investigation focuses on whether Quad issued false and misleading statements regarding its business practices and prospects," says another law firm's announcement. "Specifically, Quad was experiencing dramatically lowered sales than projected due to ongoing print industry volume and pricing pressures."

The Smith firm is also behind the pending class-action litigation against Meredith Corporation on behalf of the big publisher's stockholders.

That was spurred by Meredith's own downbeat quarterly earnings announcement Sept. 5 in which it lowered its forecasts and revealed that it had taken on a bigger mess than expected with its 2018 purchase of Time Inc.

Quad's Oct. 29 re-forecast

Quad issued a 10-Q quarterly report yesterday explaining (on page 25) that terms of its major loan package forced it to cut its dividend in half.

Loan covenants cap how much Quad can shell out to stockholders when its "total leverage ratio" goes above 2.75. Quad said the ratio was 3.18 on September 30, at the close of a quarter in which the company swung from a $23 million profit a year ago to a $126 million loss.

One reason for the disappointing quarter, Quad CEO Joel Quadracci said yesterday, is that Quad raised many employees' pay last year to improve productivity, but the productivity gains won't offset the higher wages until next year.

Quadracci's comments are worth quoting at length, especially because of what I heard just a few weeks ago about a rival printer suffering from labor shortages and missed deadlines. And also because I'm about to ask my boss for a pay raise:

“When you look back to 2018, we suffered from a productivity standpoint because of the changing labor market, and so our productivity actually was worse than we had in the past . . . 

“So we made the tough decision to really bite the bullet and increase significantly the starting wage. Then you have to deal with compression as a result. And we did that in concentrated areas where we had the biggest problems. 

“What I find interesting these days is that with the known entity of the labor market, everyone is talking about wage pressure. But it seems, as I talk to industry after industry, everyone is putting off the inevitable as long as possible. 

“In our case, if you put that off, you get hurt pretty hard. And the problem when you do this, and you do it in the way we did, is all the cost is a light switch. It comes on right away. The productivity improvements come later… 

“I'd say that from 2018 to 2019, it's actually significant, the productivity improvements we've had year-to-date. We've seen an incredible increase in productivity wherever we've been able to impact the labor rates because we've definitely seen a higher-quality employee as well as less turnover. 

“And remember, when you have the turnover because of the tight labor market, the training side gets hurt pretty hard because you're spending that money but then you have to start over again. And you don't train someone in one day.

"So we saw the increase in productivity happening throughout the year. But . . . we haven't gotten to the point of totally offsetting it. But we feel good about 2020, continuing that trend upward in terms of productivity improvements."
  
Related articles:

• Meredith's Time management problem
• Last-ditch effort to save Quad-LSC deal failed
• Using their own words against them

  

'Weak' Quad and LSC Offered to Shed Assets, But Feds Said No

"A printing press is a printing press."

Update: About two hours after this article was published, Quad and LSC announced they were calling the deal off. More to come.

Quad and LSC Communications offered to divest assets to win approval of their proposed merger but were unable to reach a deal with the U.S. Justice Department.

Quad (AKA Quad/Graphics) revealed the offer last week in its response to Justice’s lawsuit that seeks to block the merger of the two large printing companies on antitrust grounds.

Quad’s response denies that the deal would be anti-competitive, stating that “Quad and LSC are currently, and in the future will increasingly become, weaker competitors than they have been in the past.” And even if the deal would violate antitrust laws, Quad argues, it should not be killed.

U.S. District Court Judge Charles R. Norgle “instead should allow the proposed transaction to close, subject to the divestiture package that the Quad Defendants have proposed to the Division,” Quad’s filing says. A list of the properties that the printing companies offered to sell or spin off has not been revealed publicly.

Quad argues that printing is a single market because “a printing press is a printing press; in other words, the same equipment that is used to print the pages in a magazine can also be used to print the pages in a catalog, the pages in a trade book, and the pages in an education book. And the same equipment can also be used to print newspaper inserts, direct mail, phone books, professional books, children’s books, calendars, and commercial brochures, along with many other forms of printed products.”

That contrasts to Justice’s view that the production of magazines, catalogs, black-and-white “trade” books, and textbooks are all distinct markets – in which a combined Quad-LSC would have near monopolies.

It also ignores the reality that such factors as press configurations, paper selection, color requirements, bindery equipment, and distribution networks generally make it impractical to produce, for example, textbooks in a printing plant that specializes in magazines or to print catalogs in a directory operation.

Objecting to a dramatic chart included in Justice’s complaint (See "How the Feds Used Quad's and LSC's Own Words Against Them".), Quad claims “there is no such thing as ‘magazine and catalog presses’ and that “the chart excludes at least 140 commercial printers in the United States that also own web offset presses.”

Among other notable comments in Quad’s filing:

• “Quad and LSC Communications, Inc. (“LSC”) together represent less than 10% of the overall U.S. commercial printing industry. This industry is under assault. Between 2010 and 2018, print advertising—a category that includes magazine ads, catalogs, direct mail, and newspaper inserts—fell from a $55 billion industry to just a $19 billion one, a decline of over 65%.”

• “The Complaint . . . ignores that any attempt to raise print prices above competitive levels would only accelerate the movement of customers and products from print version to an online or digital format.” (Justice argues that, with a Quad-LSC merger, there would be no longer be “competitive levels” of pricing for some printing customers because there would be no viable competition.)

• Quad claims Justice is overly focused on multi-year printing contracts with large customers: “In actuality, the vast majority of Quad’s (and, on information and belief, its print competitors’) magazine, catalog, and book customers are relatively small customers that only buy print services on a transactional, or ‘spot’ basis, as opposed to doing so with multi-year contracts.”

• The “small number of ‘major’ customers are readily able and incentivized to protect themselves, among other ways, by sponsoring (or threatening to sponsor) competitors’ entry or expansion; by integrating (or threatening to integrate) vertically; and/or by moving (or threatening to move) all or part of their print work to other print formats or to alternative channels like digital formats.”

• Countering Justice’s claim that there are high barriers to entry for some printing markets: “To the contrary, high-quality printing and binding equipment is readily available for purchase on either a new or used basis, and can be purchased and installed in a matter of months.”

• It points out an apparent omission in Justice’s case: “Rotogravure presses are largely used for printing products like newspaper inserts.” Although a combined Quad-LSC would own every publication rotogravure press in the country, Justice failed to point out that the company would have a virtual monopoly for printing some types of newspaper and free-standing inserts.

• “Catalog customers are increasingly employing advanced personalization strategies where different versions of a catalog are customized for particular customers or customer segments or the catalog customer elects to use a direct mail product instead of a catalog . . . . This trend is driving catalog printing away from the presses traditionally used for longer-run print jobs and instead driving it towards digital presses.”

• “As more and more print customers have shifted to digital channels, Quad and LSC both have significant excess capacity; Quad therefore plans to use the acquisition of LSC to effect the orderly reduction of excess capacity in a way that (i) achieves more cost savings for customers than the two companies could achieve on their own; (ii) minimizes the burdens imposed on customers; and (iii) ensures that the best and most efficient capacity remains in operation after closing.”

• “Competing printers currently have excess capacity as well. . . . . This excess capacity in the industry will not only continue to exist after the transaction closes but will only grow as demand for printed products continues to decline.”

• “Many customers have expressed their support for the proposed acquisition.”

Related articles: 

• Justice Department Tries to Block Quad-LSC Deal 
• There’s No Such Thing as a Printing Industry 
• Judge Delays Quad-LSC Merger

Judge Delays Quad-LSC Merger

Printers' request for expedited trial is rejected.

In another sign that Quad’s proposed acquisition of rival printer LSC Communications isn't going as planned, a federal judge has rejected the printers' request for an expedited trial.

That could delay the deal’s closing until next year, months after the “mid-2019” date the companies’ leaders projected when they announced the deal on October 31, 2018. And it apparently means Quad will have to pay a $45 million “reverse termination fee” to LSC regardless of whether the deal is consummated.

Last week, Judge Charles R. Norgle set the trial date for November 14. It might actually start even later.

“The Court notes that there are multiple criminal cases involving incarcerated defendants scheduled for jury trial during the fall of 2019; in the event of a scheduling conflict, these criminal trials may take priority over the bench trial in this matter,” he wrote.

Quad and LSC had asked the court for an expedited process, pointing out that the U.S. Justice Department’s antitrust division had been investigating the deal for almost eight months before filing a lawsuit last month in opposition. They also noted that their agreement requires Quad to make the $45 million payment to LSC if the deal isn’t closed before October 30 of this year.

Justice objected, saying that “Investigations are not the same as preparing a case for trial. Investigations are focused on deciding whether to bring an enforcement action and, if so, the scope of the lawsuit.”

It also pointed out that the October 30 deadline is entirely within the control of Quad and LSC: They can renegotiate it without the court’s intervention. (But LSC may not be eager to budge.)

“Defendants’ proposal to short-circuit the ordinary judicial process and rush to a “mini trial” to accommodate their preferred schedule would deprive the United States, the Court, and the American public of a full and fair presentation of the factual and economic evidence, which will demonstrate that the proposed merger eliminates important competition,” Justice wrote.

The two megaprinters, as well as some analysts, had expected the deal to get easy antitrust approval because the Justice Department has previously viewed printing as a fragmented industry with thousands of competitors.

Justice, however, took a groundbreaking approach in this case, focusing on markets rather than an industry. It objects to the deal because the combined company would have a virtual monopoly in four U.S. printing (and distribution) markets – medium- to long-run magazines, catalogs, “trade” books (such as best sellers), and textbooks.

Related articles:

• Justice Department Sues to Block Quad-LSC Deal
• How the Feds Used Quad's and LSC's Own Words Against Them
• There's No Such Thing as a Printing Industry

 

How the Feds Used Quad's and LSC's Own Words Against Them

The U.S. Justice Department's lawsuit seeking to block Quad's purchase of printing rival LSC Communications relies heavily on comments from the two companies themselves.

"As LSC CEO Tom Quinlan remarked to investors mere months before the current deal was announced, combining LSC and Quad would eliminate ‘battle[s]’ between the two and could help lead to ‘[p]ricing stability,’” Justice’s lawsuit says.

The lawsuit argues that the combined company would indeed have the power to stifle price competition in four markets – the production (and in some cases distribution) of magazines, catalogs, single-color trade books, and textbooks. The deal would “significantly increase concentration in already concentrated markets,” the lawsuit says.

“As Quad executives explained in an internal presentation, ‘we are the only printer other than LSC that can offer the largest [book] Publishers a complete solution,’” according to the lawsuit.

LSC has a similar view of the book business: “When LSC sales staff learned that one of the next largest printers might bid on a major account, they described that competitor as a ‘band of bandits’ and concluded, ‘it’s all about [Q]uad, nobody else.’”

A two-horse race
“Catalog printing services is a ‘two-horse race between LSC and Quad,’ with the two firms holding a combined 69% share of the market according to a Quad Board of Directors deck,” says the lawsuit. It also claims that the two companies “control ‘more than half of all publication printing’ for magazines, with LSC the apparent source of that claim.

“LSC dismissed the next largest catalog printer (behind Quad and LSC itself) as a niche firm that merely ‘lives off our scraps,’” says the lawsuit, without stating who at LSC made the “scraps” comment.

Justice says the two companies dominate the production of medium-run and long-run magazines and catalogs because “they control a particularly high percentage of web offset presses and all rotogravure presses in the United States.” The lawsuit includes an especially dramatic “Magazine & Catalog Presses” chart showing that Quad and LSC have a combined total of more than 270 web offset and rotogravure presses, while the next largest competitor has about 20 offset presses.

(Justice doesn’t define what it means by “publication printing” or “web offset presses.” Based on the context, it seems to include only presses that can print on coated paper and deliver product suitable for binding – excluding presses that produce such products as newspapers, brochures, or direct-mail inserts.)

One thing Justice definitely didn’t claim is that there’s any collusion between the two giant printers. The lawsuit cites several examples of Quad and LSC slashing prices or offering multimillion-dollar signing bonuses to steal or retain major publishing customers from the other printing giant.

"The intensity of competition has concerned many at Quad, including one senior executive who remarked, 'We’ve been in a price war with them for some time. Don’t see that changing.'”

Such price wars have benefited publishers, Justice points out. Allowing Quad and LSC to combine would not only end the price wars, it would enable Quad to raise prices in the four markets where it would have a dominant share, the lawsuit contends.

“We believe the acquisition of LSC will result in time- and cost-saving opportunities for clients while protecting jobs for employees," Quad countered in a press release last week. “The DOJ’s position ignores the dynamic conditions in the U.S. commercial printing industry, which consists of nearly 50,000 companies," it added -- as if every screen print shop and invitations printer competes with Quad and LSC.

On the contrary, Justice's opposition is right on target, ignoring the printing business as a whole and focusing on four print-related markets in which Quad and LSC have virtual duopolies.

Related articles:

• Justice Department Tries to Block Quad-LSC Deal
• There's No Such Thing as a Printing Industry
• Authors Groups Oppose Quad-LSC Merger on Antitrust Grounds

 

Justice Department Tries to Block Quad-LSC Deal

The U.S. Department of Justice asked a federal court late this afternoon to block Quad's proposed acquisition of fellow megaprinter LSC Communications.

JUNE 21 UPDATE: Quad says it will "vigorously defend" the proposed acquisition despite Justice's objections. It also said it won't predict when the court will issue a ruling. LSC, whose stock price started today down 19%, also expressed continued support for the deal.

"The combination of Quad and LSC—the two most significant magazine, catalog, and book printers in the United States—threatens to increase prices, reduce quality, and limit availability of printed material that millions of Americans rely on to receive and disseminate information and ideas," reads the first paragraph of Justice's complaint, filed in the U.S. District Court for the Northern District of Illinois.

The move is counter to Justice's usual laissez faire approach to mergers in the printing industry, which it had previously viewed as highly fragmented and therefore not subject to antitrust regulations. (There's No Such Thing as a Printing Industry explains that, in fact, printing is a collection of disparate marketplaces.)

Justice isn't even suggesting any divestitures or other moves that would make the combination of Quad (AKA Quad/Graphics) and LSC acceptable. Here's the conclusion of its filing:

The United States requests: 
(a) that Quad’s proposed acquisition of LSC be adjudged to violate Section 7 of the Clayton Act, 15 U.S.C. § 18; 
(b) that the Defendants be permanently enjoined and restrained from carrying out the proposed acquisition of LSC by Quad or any other transaction that would combine the two companies; 
(c) that the United States be awarded costs of this action; and 
(d) that the United States be awarded such other relief as the Court may deem just and proper.

Justice issued a press release that nicely summarizes its 40-page filing, including this statement, "The Antitrust Division’s lawsuit alleges that the transaction would combine the only two significant providers of magazine, catalog, and book printing services, denying publishers and retailers throughout the country the benefits of competition that has spurred lower prices, improved quality, and greater printing output."

Related articles:

• The Not-So-Secret Secret Behind the Quad-LSC Deal
• How the Quad-LSC Megadeal Will Affect Publishers 
• Justice Department Open-Minded on Quad-LSC Deal 

Justice Department Seems "Open-Minded" on Quad-LSC Deal

A printing-industry expert believes the federal officials who questioned him about the proposed merger of printing giants Quad and LSC Communications are unlikely to “rubberstamp” the deal.

“They were pretty open-minded,” said the expert, who was recently interviewed by a team from the U.S. Justice’s antitrust division. Although they kept their cards close to the vest, he says, they seemed genuinely interested in understanding claims that the two companies would have several monopolies or near-monopolies in what at first blush looks like a highly fragmented industry.

The printing expert, whom I know to be a reliable and knowledgeable source, spoke to Dead Tree Edition on condition of anonymity.

Silent publishers
Justice’s apparent open-mindedness comes despite no public opposition from publishers or other printing customers.

A publishing company executive tells me that a paper company contacted him in March as part of an effort to get publishers to object to the deal. It found that publishers were reluctant to speak up for fear of angering two key suppliers, he was told. (Also, it’s hard to get senior executives at magazine-media companies these days to even think about printing or anything else that’s not new and shiny.)

The printing expert mentioned to the Justice team the case of Verso and NewPage, two paper giants that Justice allowed to merge in 2015 on condition that NewPage first divest two mills.

At least one member of the Justice team was familiar with that case and indicated the same tactic had not been ruled out in the Quad-LSC case, the expert said.

The expert’s observations are in contrast to recent speculation from Peter Schaefer, a veteran of printing-industry mergers and acquisitions.

“My best estimate is I don’t think there’s going to be an antitrust issue” because the regulators tend to see printing as a single market, he told Printing Impressions last month. “Combined, they [Quad and LSC] are still going to be a small percentage” of the entire U.S. printing industry.

The only formal, public objection to the merger has come from a coalition of two authors’ organizations and an anti-monopoly advocacy group that pointed out how Quad (known until recently as Quad/Graphics) and LSC already dominate the long-run publication market.

The two companies reportedly have 100% share of the U.S. market for the printing of best sellers and certain other types of books. They also own all of the country's rotogravure presses that are typically used to produce catalogs, magazines, and free-standing inserts that have print orders of 1 million or more.

In addition, the two companies dominate the transport of magazines, do the vast majority of co-mailing of magazines and catalogs (to gain hefty postal discounts), and probably own a sizable majority of the large publication presses in the U.S. that are best suited for print orders in the hundreds of thousands.

Related articles:

• There’s No Such Thing as a Printing Industry 
• The Not-So-Secret Secret Behind the Quad-LSC Deal 
• Rival Print Giants Donnelley and Quad Not Looking To Get Hitched

There’s No Such Thing as a Printing Industry

How can a marketplace with 28,000 companies have shortages of both capacity and competition?

Book printing at a Walsworth plant

The United States has more than 28,000 printing businesses.

So how did printing backlogs cause many highly acclaimed new books to be unavailable for weeks at a time during the recent Christmas shopping season? Were American printing plants really so busy late last year that none of them had available capacity to cover a small increase in demand for printed books?

Those seem like reasonable questions – if you don’t understand one of the most basic characteristics about the printing business. People who should know better – including government regulators (I’ll come back to that.) and even some people who work in printing – often don’t grasp the importance of this characteristic.

Ford, Uber, Maersk, and Union Pacific are all in the transportation business, yet no one asks why they didn’t step up over the holidays when the airlines were turning passengers away. Getting paid to help move things from Point A to Point B doesn’t make you a competitor or potential replacement for every other company involved in moving stuff.

Likewise, manufacturers of books, business cards, brochures, bridal invitations, business forms, boxes, and building wraps are all printers, but they’re each in completely different lines of business. From a practical standpoint, there’s no such thing as a printing industry -- just a multitude of individual markets that all involve applying something to a substrate.

Mainstream-media journalists often refer to printing as a dying industry because, to them, “print” means publications. But the same Internet that has cratered daily newspapers has also spawned e-commerce – and with it a dramatic rise in package printing.

Command Companies book printing

Textile printing, which had become nearly extinct in the U.S., is undergoing a renaissance  in this country, thanks to the combination of sewbots and digital printing that are enabling just-in-time clothing manufacturing.

So you can say that print is withering away, holding its own, or booming -- depending upon which printing industry you're referring to.

This concept of calling the printing business a collection of separate industries is not exactly an original insight. Yet it’s apparently news to most of the printing-company sales reps who contact me. I’m a print buyer and they sell printing, so of course I should be happy to have them come by and meet me.

The First Rule of Print Buying
But they don’t know my First Rule of Print Buying: There’s no such thing as a printing company.

For my purposes, there are companies that excel at producing magazines, those that are good at printing special inserts, and those that produce the few other printed product my employer needs. The rest are irrelevant.

Like most “print buyers” in the publishing business, I spend far more time planning print projects and wearing non-print hats than I do actually meeting or negotiating with printers. I can’t talk to, or entertain quotes form, even 1% of the 28,000.

Rule #2 is like unto the first: Avoid any printing company with slogans or sales reps who claim “we can meet all your printing needs.” They’re a waste of time. I’ll end up in an argument with Mr. Let-Me-Quote-Something trying to explain that, no matter how much he discounts his printing prices, he can’t possibly compete to produce a 500,000-circulation magazine with a 16-page web press and no co-mail capability.

Back to that recent book shortage

Command Companies book binding

Think about a print buyer at a book publishing house that suddenly needs 250,000 more hardcover copies of a title that was just released to favorable reviews and lots of buzz.

The vast majority of the nation’s 28,000 printers don’t have web presses, which automatically puts them out of the running for a print order of that size. And many of those with web-offset presses can’t print typical book-format page sizes or don’t keep much book paper in stock.

During the crunch, Quad/Graphics printed some titles on presses that don’t normally produce books. But that tactic only goes so far: Hard-cover books can only be bound on equipment that is dedicated to book binding.

Adding to the challenge is the way digital printing is disrupting book publishing – and not just because it’s taking market share from offset. Publishers are reducing the size of their offset print orders, now that digital has reduced the upfront costs and turnaround time to print additional copies.

They are printing fewer “just-in-case” copies that end up sitting in a warehouse for months or even years before being sold or scrapped. So even though U.S. sales of printed books have been growing by a few percentage points annually, demand and therefore capacity for offset book printing has been shrinking.

The Quad-LSC deal
Now about those government regulators: I don’t think a single merger or acquisition of U.S. printing companies has faced significant hurdles from the federal antitrust folks. The regulators’ view seems to be that with so many printing companies, there’s no lack of competition.

But there are only two U.S. printers with the sort of rotogravure presses that are especially well suited to producing a million-plus copies of a magazine or catalog: Quad/Graphics and LSC Communications. And now those two are trying to merge.

Even at publication print orders of 200,000, the two giants have few competitors. And in book printing, LSC is already the dominant #1, with four times the market share of the #2 book printer – Quad/Graphics.

For many publishers of magazines, catalogs, and books, 28,000 is a meaningless number. Those publishers can count on one hand the number of U.S. printers that can meet their needs.

I hope this time around the regulators will focus not on the printing industry but rather on the multitude of printing markets.

Related articles:

• How the Quad-LSC Megadeal Will Impact Publishers
• The Not-So-Secret Secret Behind the Quad-LSC Deal
• Rival Print Giants Donnelley and Quad Not Looking To Get Hitched

Nose of the Camel?: USPS Sneaks in a Rate Hike

Flats Ejection System: "Flyouts" plague FSS.

June 16, 2016 update: At 5 p.m. today, 19 hours after the article below was published, the U.S. Postal Service issued an Industry Alert entitled "Inadvertent Addition of New FSS Zones" as follows:

There were 27 new FSS zones inadvertently added to the July 1, 2016 effective L006 Labeling List as referenced in the Labeling List Changes section of the June 9, 2016 Postal Bulletin (22443). To resolve this action, the newly added zones will be removed from the L006 Labeling List effective August 1, 2016. In addition, mailers may take advantage of the 30-day grace period and opt to continue to use the June 2016 L006 list. Alternately, where the July list has already been implemented, software providers and mail service providers may remove the 27 zones from the list where applicable. The 27 zones to be removed are as follows: 02360, 02738-39, 02769-70, 02878, 02921, 07021, 07027, 07054, 07059, 07069, 07076, 07410, 07435, 07438, 07460, 07480, 23120, 23691, 64050-54, 64056, and 64058. 

Magazine publishers, newspapers, catalogers, and other senders of flat mail are slated to be hit with a backdoor postal rate increase next month.

Implemented without hearings, or regulatory approval, the rate hike will be tiny – a small fraction of 1% for most mailers. But the U.S. Postal Service has given mailers good reason to believe this is just the proverbial nose of the camel in the tent.

So don’t be surprised if there’s a legal challenge to block this precedent, as explained in Good Money After Bad? Mailers Try to Block FSS Expansion.

Officially, what the USPS posted last week in its Postal Bulletin was not a rate hike but rather a “Labeling List Change” – to have its Flats Sequencing System (FSS) machines process mail for an additional 29 ZIP codes. But the shift will mean higher costs for mailers because the postage on Standard, Periodicals, and Package Services flats are typically several cents per piece higher than what is paid for traditionally packaged mail.

No warm and fuzzy
More than 70% of non-FSS mail is presorted into carrier-route bundles, and“FSS is more costly [for the USPS] to process than Carrier Route prepared mail,” postal guru Joe Schick of Quad/Graphics wrote recently in FSS – A Four Letter Word.

“Despite all the discussions around FSS between the mailing industry and the USPS, we have never seen anything that would give us a warm fuzzy feeling about the ability of FSS to be the low-cost process it was intended to be,” Schick wrote.

Was the change "inadvertent"? Vote here.

No one has been able to squeeze a coherent explanation out of the USPS as to why it wants to shift more mail to a less efficient process. But we all know the reason.

It’s the same reason postal officials claim they haven’t bothered to measure the return on the $1.4 billion investment in the giant FSS machines: They don’t want to admit they made a mistake -- moving ahead with the FSS purchase despite the prototype failing two acceptance tests and despite knowing that the entire plan was based on inflated mail-volume projections.

When it comes to the FSS, postal officials are more concerned with CYA than ROI.


Other chapters in the FSS saga include: 

• Flats Litigation System: USPS and Vendor Battling It Out Over Huge FSS Machines
• USPS Needs a Plan B for Flat Mail, Coalition Says 
• Tasers on Stun: 9 New Business Ideas for the U.S. Postal Service 

Rival Print Giants Donnelley and Quad Not Looking To Get Hitched

R.R. Donnelley and Quad/Graphics, the USA's two largest printing companies, apparently have their sights set on gobbling up more competitors -- but not each other.

Quad's CEO, Joel Quadracci, was caught off guard on Tuesday by a question from a Goldman Sachs analyst at the end of Quad's quarterly earnings conference call.

"I’d kind of love to hear your thoughts on potential regulatory pushback or maybe lack thereof on a tie-up between your company and your biggest competitor," said Fred Krom. Quadracci at first thought the question was about Courier Corp., which Quad recently planned to acquire until Donnelley stepped in with a higher offer.

Krom clarified: "I was actually referring to you and/or Donnelley but . . ."

"Oh, so me acquiring Donnelley?" Quadracci asked.

"You or vice-versa."

"We haven’t done any work on that and that’s not in our plans," Quadracci responded.

Donnelley officials were not asked the same question at their conference call Wednesday. But it's clear they have their hands full with Courier and several other acquisitions.

Though the U.S. printing industry is highly fragmented, certain segments are a true duopoly of only Donnelley and Quad. For example, they have North America's only rotogravure publication presses, making them the only real players that can compete for catalogs and magazines that have print orders in the millions.

So it's understandable that Quadracci wouldn't even dream of a linkup with his arch rival getting the approval of antitrust authorities.

But Goldman Sachs isn't known for asking idle questions.

Perhaps Goldman has noted that antitrust decisions involving print-media industries aren't necessarily logical: For example, the government took a full year to approve the merger of almost-bankrupt Verso Paper and just-out-of-bankruptcy NewPage, forcing a reshuffling of the industry that did little to preserve competitive markets for coated paper. But it didn't issue a peep last year when Quad bought Brown Printing, the duopoly's biggest competitor in the large-publication market.

What the Quad/Graphics-Brown Deal Tells Us About U.S. Printing, Publishing, and Postal Services

Although Wall Street mostly yawned when Quad/Graphics announced this week it is acquiring Brown Printing, the pending transaction is a big deal for many major publishers. And it provides some interesting insights into the U.S. printing and publishing industries and even into the U.S. Postal Service.

For publishers of major magazines and catalogs – those with a print order of at least, say, 200,000 copies – the country’s third largest magazine printer has been the chief supplier of Duopoly Insurance. When Quad acquired its larger rival Worldcolor in 2010, Brown’s business reportedly surged as the big publishers worried about being at the mercy of printing giants Quad and R.R. Donnelley.

“Brown prints titles like Elle, Esquire, Family Circle and glossy catalogs for Macy's, Lord and Taylor and Saks Fifth Avenue,” noted the Milwaukee Journal Sentinel’s John Schmid (the only mainstream U.S. reporter who regularly covers the printing and paper industries, as far as I can tell).

Few other U.S. printers have the equipment or capacity to handle such large print runs of publications. And as part of Gruner + Jahr, a huge German printing and publishing firm, there was little concern about Brown’s financial strength or its ability to stay current with technology.

An underdog run by German engineers
Brown seems to have performed admirably. I don’t recall hearing anything really negative about the company, perhaps reflecting Americans’ natural tendency to root for the underdog. German engineers have been in key management roles at Brown, and it shows – in precise procedures and practices as well as in a nearly obsessive focus on plant loading (that is, smooth, predictable workloads rather than peaks and valleys).

Rather than trying to squeeze more years out of ancient equipment, as some Worldcolor plants used to do, Brown kept pace with Quad and RRD when it came to investing in new presses and bindery lines. But it wasn’t enough.

Installing the latest 64-page offset press was just table stakes when it came to competing with the Big Boys for prestigious publications. Brown’s investments kept it in the game but gave it no “sustainable source of competitive advantage,” as the MBA-types would say.

Brown may have had a true competitive advantage for awhile in the tabloid magazine market that was dominated by trade publications. Colleagues describe an unusual configuration of its press folders (there’s that German engineering at work) that enabled Brown to run magazine-formatted and tabloid-formatted pages on the same press.

Combined with Brown’s expertise in producing small-circulation weekly magazines (many of the tabloid trade magazines were weeklies) and its infrastructure for delivering them, Brown seemed to have a sizable market share in the niche.

A drooping niche
Then came the droop test. (See Viagra to the Rescue? Postal Regulations Are Taking the Life Out of Tabloid Magazines.) USPS instituted regulations in 2010 penalizing flat mail that wasn’t stiff enough to be handled efficiently by sorting machines. In advances of the new regulations, B2B publishers rushed to transform their tabloids to the shorter, less droop-prone magazine format.

Rising postage rates, a challenging advertising market, and improvements in browser-based magazine formats have meant continuing declines in B2B print orders. (Despite all the hype about iPads and fancy e-magazines, I suspect fewer Americans read magazine apps than read the more pedestrian browser-based page-flip magazines.)

Brown also has another distribution challenge: scale. “In every printing-contract negotiation I’ve witnessed, distribution has been the tie breaker,” a publishing colleague tells me.

When every printer in a market has the same or similar presses and bindery lines, the ability to provide co-mailing, dropshipping, and other distribution options tends to become the chief differentiator. In fact, much of Quad’s growth in its early days came from focusing more on distribution than the competition did.

Brown has plenty of equipment and expertise devoted to distribution. But without the volume that Quad and RRD have, it struggles to provide the same kinds of postage discounts and shipping efficiencies that they offer.

Brown's spokesperson acknowledged the issue in a statement to the Waseca County News that "Customers will have a lot of opportunity to benefit from this acquisition" because of Quad's "robust distribution service."

Ultimately, what may have caused Brown to be labeled “non-core” by Gruner + Jahr and sold for “only” $100 million was the realization that the U.S. isn’t Europe.

Schmid notes that, as a printing company owned by a publishing firm, Brown is “an anomaly” in the U.S. But that’s standard practice in Germany, where G+J is both the largest publishing company and the largest printer. (I don't pretend to understand why vertical integration of printing and magazine publishing is so common in Europe but virtually non-existent in the U.S.)

G+J was once a major player in the U.S. magazine market as well, with titles like Family Circle and Fast Company, and did much of its printing at Brown. But after several big deals turned into disasters, it turned tail and exited the U.S. publishing market in 2005.

You would think Wall Street would view the removal of a competitor as a favorable event for Quad, but the company’s stock is actually down a bit since Monday’s announcement. Standard & Poor's downgraded Quad, focusing not on competitive gains from the Brown acquisition but rather on Quad’s increased indebtedness amid “lower industry capacity utilization and aggressive pricing tactics by market participants that have eroded profitability.”

Related articles:

• Hell Freezes Over: Quad/Graphics Wants To Buy Worldcolor and Go Public 
• In Closing 5 Locations, Quad/Graphics Sticks With Its 'Mega-Plant' Strategy  
• 6 Challenges Facing the Commercial Printing Industry

 

6 Challenges Facing the Commercial Printing Industry

The two largest American printing companies recently presented similar lists of the major challenges they face -- and similar strategies for growing in the face of declining demand.

“The highly competitive market conditions and unused industry capacity will continue to put price pressure on both transactional work and contract renewals across all segments,” R.R. Donnelley stated in its 2013 annual report. Translation: Underused presses + shrinking demand = lower print prices.

It was basically same blues, different tune from Number 2 printer Quad/Graphics in the annual report it also released last week: “The industry has excess manufacturing capacity created by declines in industry volumes during the past recession which, in turn, has created continued downward pricing pressures.”

Both annual reports are more straightforward about the companies’ challenges than the accompanying, and more widely reported, press releases that announced their annual results. (Note to business journalists: If you’re just republishing press releases, you’re not really practicing journalism, are you?)

Besides overcapacity and declining prices, the two printing giants spelled out four other key challenges:  

• Postal rates: Both printers believe the recent 6% increase in most postal rates will put a significant dent in the amount of mailing their customers do. Thus, expect less demand for printing,  even more overcapacity, and weaker prices.

• Digital substitution: “Digital delivery of documents and data” are cutting into demand for print in certain categories, especially directories, financial documents, and books. That's leading to more overcapacity and lower prices.

• Erosion of print-based marketing: “Marketers and publishers [are] allocating their marketing and advertising spend across the expanding selection of digital delivery options,” Quad said. That means shrinking magazines and fewer catalogs being mailed, resulting in less printing demand, more . . . you get the picture.

• Customers’ use of print management firms, which, as Quad noted,“look to streamline processes and reduce the overall print spend of the Company’s clients.” 

Both companies are responding to the challenges via aggressive consolidation, with RRD buying Consolidated Graphics and Quad getting Vertis last year. And both are expanding beyond their U.S. base.

The two are acquiring not only competing printers but also non-print media providers, such as a translation service (by Donnelley) and a maker of point-of-purchase displays (by Quad).

RRD says the motive for such moves is “to provide a larger share of its customers’ communications needs.” In other words, customers may be printing less, but they still need to communicate, so the idea is to become a broad-based communication enabler, rather than solely a printer.

Related articles:

• A Funny Thing Happened on the Way to the Funeral of Print Media 
• After Massive Cutbacks, Quad/Graphics Investing in 'Redefining Print' 
• Affordable Postage A Key To Printing Industry's Future, Quadracci Says

Four Print-Related Giants That Have Defied Bankruptcy Predictions

So much for crowd sourcing.

Exactly 18 months ago, 79% of voters in a Dead Tree Edition poll predicted that at least one of four major U.S. print-related companies would be in bankruptcy court by the end of 2012. All four companies – the country’s largest magazine distributor, the largest seller of magazines, and the #2 printer and paper maker for the industry – are still afloat. Two of the four are even profitable.

Print, it turns out, isn’t dead. Maybe comatose, but definitely not dead yet.

The 743 voters in that January 2012 poll couldn’t agree which of the four would go belly up, but the vast majority thought at least one would. Here’s another look at those four organizations and where they are today:

Barnes & Noble was chosen Most Likely to Expire, with 30% of the voters saying it would be in bankruptcy by the end of the year. Pundits were dubious whether B&N’s Nook venture would be sufficient to save the big bookseller from the rapid shift to digital media.

The bookstores, however, continue to be profitable, keeping the company afloat despite continuing losses in the Nook business, which has turned out to be more of an anchor than a lifeboat. The company seems likely to spin off the Nook business or at least to de-emphasize sales of Nook tablets.

What’s not clear is what would take the place of the huge Nook department in the typical brick-and-mortar B&N store. Books? Event space? Food service? Kindles and iPads? In any case, Barnes & Noble’s stock price is up 45% since Jan. 31, 2012 when the Dead Tree Edition poll ended.

Quad/Graphics was #2 on the See-You-In-Chapter 11 list with 21% of those January 2012 voters saying it wouldn’t survive the year. Meanwhile, its stock has risen 131%, it gobbled up another major competitor (Vertis) in January, and it’s apparently on pace for a profitable year.

It’s not that catalogs, books, and direct mail are suddenly growth businesses, but those who predicted the sort of catastrophic declines that devastated the newspaper industry have so far missed the mark. Quad has been able to grow market share with acquisitions and to battle declining demand and prices with efficiency-improving plant consolidations.

A close third to Quad was Verso Paper, which has continued to defy predictions that bankruptcy reorganization was just around the corner. Its stock price is down 14% since the January 2012 poll, and “profit” is still not part of Verso’s lexicon.

The heavily indebted paper maker seemed too fragile to survive a major disaster like the May 2012 explosion that led to the closing of its Sartell, MN mill. But an insurance settlement and sale of the mill property have provided cash infusions, and prices for coated paper have remained remarkably stable despite eroding demand.

And then there’s the U.S. Postal Service, which brought up the rear with only 20% of the voters predicting a 2012 bankruptcy despite suffering by far the largest financial losses. Commenters noted that USPS was on a financially unsustainable path but said Congress would eventually do something because a shutdown of the Postal Service would be politically unacceptable.

But, so far, Congress has done little except to prevent USPS from curtailing Saturday deliveries and to extract projections from postal officials about the exact hour and day when USPS will run out of cash. Oh, and of course to name more post offices – a task so crucial to national security that even one of the most do-nothing Congresses in U.S. history would not shirk it.

If the Postal Service were a real business, its stock price would be zero now. Then again, if it were a real business it wouldn’t have loaned the federal government billions of dollars interest-free in the form of “prepaid” retiree health benefits. And Congress would probably have bailed it out by now.

Related articles:

• Is the Postal Service Really Broke? 
• Congress Is Fixin' To Fix the Postal Service
• Weak Demand Will Mean Higher Paper Prices  
• Yankee Invasion: Quad/Graphics' Jonesboro Closing Marks End of an Era 
• Verso Changes Course -- Why?

Affordable Postage A Key To Printing Industry's Future, Quadracci Says

U.S. printing prices have failed to keep pace with inflation during the past 25 years, the CEO of the country’s second largest printing company told a Senate panel this week.

“During that same time period, the price of postage has continued to increase and as a result the single largest expense of printing is now the postage associated with delivering the final product,” Joel Quadracci, Chairman, President & CEO of Quad/Graphics Inc., testified Wednesday during a Senate hearing on the “Crisis Facing the U.S. Postal Service.”

“Over the last 25 years, through technological advances and process changes resulting in productivity gains of more than 4% annually, the printing industry has been able to actually reduce the price for printing (adjusted for inflation),” Quadracci said. “The Postal Service should address its problems by achieving the same cost control success,” but instead it is saddled with “extreme excess costs.”

“If the Postal Service can manage its costs and maintain an affordable pricing structure, its business can remain sustainable and ours, in turn along with it.”

“There are three main components to printing a magazine, catalog, retail insert or direct mail piece: the cost of the physical printing of the item, paper and postage. It may be tempting to address the Postal Service’s financial situation by simply raising postage rates to “cover the costs,” but I cannot stress enough how damaging postal rate increases are to our industry,” he told the panel.

“There is a direct negative correlation between rate increases and volume. Our customers demand predictability and affordability and if prices

The Biggest Stories of 2012, the Year of No

It's been a year of "no" in this little corner of the universe -- no postal reform, no big paper merger, no more listing on the RISI Top 50, no major bankruptcies. There was even a double negative: no No Print Day.

The hot topic this year for Dead Tree Edition readers has been retirement: Nine of the 10 most-read stories dealt with efforts (or lack thereof) to downsize the U.S. Postal Service workforce by getting more employees to quit.

Here's a brief recap of the year's highs and lows:

• Most popular article: By a landslide it was USPS Planning Retirement Incentives To Help Downsizing, Donahoe Testifies, with 42,000+ page views, more than double that of any other story.
• Most commented article: 8 Reasons USPS Productivity Is Declining: The Employees Speak Out, with a whopping 74, including many insightful responses from the Postal Service's front lines.
• Most influential article: Some would say it was Greenpeace Sticks It To Toshiba: Company Has No Paper Policy because an embarrassed Toshiba pulled the plug on its hypocritical No-Print Day the next day, but I suspect that was a coincidence. My vote is for 10 Questions About Toshiba's No-Print Day, which nine days earlier brought Toshiba's greenwash effort to the attention of a fairly small audience, but an audience that quickly spread the word to more influential writers and

Yankee Invasion: Quad/Graphics' Jonesboro Closing Marks End of an Era

Quad/Graphics cemented its status today as the General Sherman of the printing industry with the announced closing of its last big Mid-South plant, in Jonesboro, Arkansas.

Quad's rapid downsizing following its purchase of Worldcolor less than two years ago has done for the South's printing industry what the Union general did for Georgia agriculture.

"At one time, the former Quebecor’s Mid-South facilities employed more than 3,000 workers at plants in Memphis, Olive Branch, Miss., Corinth, Miss., Jonesboro, Covington, Tenn., and Dyersburg, Tenn.," Memphis Business Journal noted today. Employees say the Wisconsin company recently shut down the bindery at another former Quebecor/Worldcolor plant, in Franklin, Kentucky.

"So, ALL the Tennessee plants will be closed, ALL the Mississippi plants will be closed, They are starting on ALL the Kentucky plants now........ Looks like a pattern to me," one Tennessean commented on a Topix.com forum.

"Looks like the Second War of Northern aggression if you ask me, to arms," responded a Kentuckian.

After Massive Cutbacks, Quad/Graphics Investing in 'Redefining Print'

Quad/Graphics has been The Incredible Shrinking Printing Company during the past year and a half, closing a dozen printing plants and laying off more than 6,000 employees. But trying to use capital investment to outflank the competition is still embedded in its DNA.

“In this increasingly multichannel marketplace, the Company believes that the printing industry will be driven to make capital investments in new technologies, such as those to deliver targeted and customized print solutions and to deploy multichannel marketing campaigns through the integration of new media,” the company said in its 2011 annual report, released today.

“Quad/Graphics has focused on integrating new media to redefine print for its customers" so that they can "connect with customers and subscribers across multiple channels including print, web, mobile, e-mail, e-book, tablet and in-store." Its non-print ventures include “digital imaging, video, photography, workflow solutions, interactive technology including mobile and social media, and response data analytics services.”

The investment strategy is a far cry from the go-go days of the 41-year-old company, when, according to a reliable source, Quad proposed building a huge new printing plant next door to a paper mill. (Remember when printers were building mega-plants instead of closing them down? You do? Has it occurred to you that you are, like, really old?)

A Major Print-Media Bankruptcy Is Likely in 2012, Voters Say

A major print-related company is likely to go bankrupt this year, according to the vast majority of voters in a Dead Tree Edition poll that ended tonight. The voters just can't agree on which company it will be.

Out of 743 voters, only 158 (21%) chose "None of the above" on the question of which four print-dependent U.S. companies would go belly up in 2012. Leading the pack was Barnes & Noble, with 227 votes -- which still means that 70% of the voters think it won't go bankrupt this year.

With 161 votes (21%), Quad/Graphics edged out Verso Paper (157 votes; 21%) for second place, with the U.S. Postal Service not far behind at 153 votes (20%).

A Surprise Leader in the Print-Media Bankruptcy Sweepstakes

Which would you rather own: paper mills, large printing plants, a leading e-tablet platform, or the U.S. postal system?

Here’s another way to look at it: Which of those assets does not have to contend with overcapacity in a shrinking market.

In both cases, I thought the answer overwhelmingly favored tablets, which is why the results so far of the current Dead Tree Edition poll (in the right column, just below the first ad) surprise me so much. The 30% of voters who think Barnes & Noble (owner of the Nook tablet platform) will go bankrupt this year is well ahead of the number voting for Quad/Graphics (23%; printing presses), the U.S. Postal Service (22%), and Verso (paper mills, 20%).

Update: Final poll results are at A Major Print-Media Bankruptcy Is Likely in 2012, Voters Say.

Financial markets seem to have pegged Verso as the most likely to succumb among the three private companies. Its market value has dropped precipitously in the past year, to 84% below its peak and less than 1/30th of annual revenue. B&N and Quad both have market values of about 1/10th their annual sales.

The comments about the article introducing the poll, both on this site and in various LinkedIn groups, are some of the best I’ve ever seen. I extended the voting deadline by a week to 3 p.m. Hawaii time (8 p.m. Eastern) this Tuesday because I find the comments and the voting so interesting. As they say in Chicago, vote early and vote often.

Here are some of the best comments:

Which of These 4 Print-Related Giants Is Headed for Bankruptcy? Cast Your Vote

It was one thing when weak companies like Borders and NewPage went Chapter 11 last year. But now the bankruptcy talk has spread to four print-related companies that once seemed invincible or eternal: the U.S. Postal Service, Barnes & Noble, Quad/Graphics, and Verso Paper.

Are things really so bad for print media that the companies we thought were victors of the competitive wars have now become victims? Dead Tree Edition isn't so sure, so we're turning to our readers to help us understand.

We have initiated a poll (in the right column, just below the first ad and above the "Popular Posts" listing), asking which, if any, of these four companies will end up in bankruptcy court during 2012. You may vote for more than one, or for "None of the above." In the early balloting, only 30% of the voters thought none of the four would face bankruptcy this year, while Verso and USPS were in a tight battle for the title of most likely to succumb.

Update: Final poll results are at A Major Print-Media Bankruptcy Is Likely in 2012, Voters Say. Additional commentary: A Surprise Leader in the Print-Media Bankruptcy Sweepstakes.

Here's a quick rundown of the candidates: 

Are Quad/Graphics and Barnes & Noble Really on the Ropes?

Not again!

Those of us in the ink-on-paper side of the publishing world have become accustomed to our vendors and sellers going through bankruptcy reorganization. But seeing Quad/Graphics and Barnes & Noble listed recently by Business Insider among The Next 11 Big Companies That Could Go Bankrupt was a bit of a jolt.

When a big printer (Quebecor World) went Chapter 11 in 2008, it was no big surprise. Nor was the demise earlier this year of the big Borders bookstore chain. One was burdened by out-of-date plants, the other by an out-of-date business plan.

But Quad and B&N are supposed to be the strong survivors who benefit from the demise of their less nimble and innovative competitors.

BI’s list is based on research from GovernanceMetrics International that identifies companies with “an elevated financial distress probability and which have experienced high risk events that increase the likelihood of bankruptcy."

B&N is #5 on the list, with a "financial distress probability" of 6.32% and what BI calls a business model that is “only slightly more viable” than Borders’. Amazon’s new Kindle Fire and low-price black-and-white Kindles will “put pressure” on Borders and its competing Nook e-readers, BI says.

Quad is ranked #6, with a 6.25% probability of distress (during what period of time? BI doesn’t say.) It noted the big printer’s high debt and tight profit margins. BI also cited a recent analysis from The Street showing that Quad had a “quick ratio” (current assets to current liabilities) of only 0.77, which suggests questionable ability to cover its short-term cash needs.

A profile of Quad in the Milwaukee Journal Sentinel over the weekend pointed out that Quad has “lowered its full-year earnings outlook for the third time in as many quarters.” Also spooking Wall Street are declining sales in the book division, which represents only 7% of the company’s revenue, according to JS reporter John Schmid.

Seeing the stock lose more than two-thirds of its value in barely a year hasn’t helped either.

Other articles about Quad and B&N include:

• Mine's Bigger Than Yours: Quad and Donnelley Squabble Over Co-Mail
• A Rough Day For Ink-on-Paper Companies 
• Quad/Graphics Claims Success in 'Quadracizing' Worldcolor
• Stuck at the Borders: Magazine Publishers Have Failed to Explore the Amazon