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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Veritiv Corporation | NYSE:VRTV | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 169.99 | 0 | 01:00:00 |
Delaware
|
|
46-3234977
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
1000 Abernathy Road NE
|
|
|
Building 400, Suite 1700
|
|
|
Atlanta, Georgia
|
|
30328
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
|
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Page
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||
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||
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||
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||
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||
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||
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Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales (including sales to related party of $6.6, $8.6, $21.3 and $24.9, respectively)
|
$
|
2,192.5
|
|
|
$
|
2,116.8
|
|
|
$
|
6,465.4
|
|
|
$
|
6,140.3
|
|
Cost of products sold (including purchases from related party of $39.3, $45.7, $117.2 and $138.0, respectively) (exclusive of depreciation and amortization shown separately below)
|
1,805.8
|
|
|
1,736.6
|
|
|
5,323.8
|
|
|
5,026.4
|
|
||||
Distribution expenses
|
135.0
|
|
|
132.0
|
|
|
400.1
|
|
|
380.9
|
|
||||
Selling and administrative expenses
|
209.8
|
|
|
229.4
|
|
|
656.1
|
|
|
652.7
|
|
||||
Depreciation and amortization
|
13.1
|
|
|
13.1
|
|
|
41.5
|
|
|
39.9
|
|
||||
Integration and acquisition expenses
|
7.9
|
|
|
14.2
|
|
|
24.6
|
|
|
28.1
|
|
||||
Restructuring charges, net
|
5.4
|
|
|
2.7
|
|
|
28.7
|
|
|
30.0
|
|
||||
Operating income (loss)
|
15.5
|
|
|
(11.2
|
)
|
|
(9.4
|
)
|
|
(17.7
|
)
|
||||
Interest expense, net
|
11.0
|
|
|
8.3
|
|
|
30.5
|
|
|
22.1
|
|
||||
Other (income) expense, net
|
(0.4
|
)
|
|
(1.2
|
)
|
|
(13.8
|
)
|
|
(1.1
|
)
|
||||
Income (loss) before income taxes
|
4.9
|
|
|
(18.3
|
)
|
|
(26.1
|
)
|
|
(38.7
|
)
|
||||
Income tax expense (benefit)
|
3.5
|
|
|
(4.0
|
)
|
|
(1.1
|
)
|
|
(13.1
|
)
|
||||
Net income (loss)
|
$
|
1.4
|
|
|
$
|
(14.3
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.58
|
)
|
|
$
|
(1.63
|
)
|
Diluted earnings (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.58
|
)
|
|
$
|
(1.63
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
15.85
|
|
|
15.70
|
|
|
15.82
|
|
|
15.70
|
|
||||
Diluted
|
16.47
|
|
|
15.70
|
|
|
15.82
|
|
|
15.70
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
1.4
|
|
|
$
|
(14.3
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
2.5
|
|
|
2.4
|
|
|
(1.6
|
)
|
|
7.8
|
|
||||
Change in fair value of cash flow hedge, net of $0.1, $0.1, $0.3 and $0.1 tax, respectively
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|
0.0
|
|
||||
Pension liability adjustments, net of $0.0, $0.0, $0.7 and $0.0 tax, respectively
|
0.0
|
|
|
0.0
|
|
|
(0.6
|
)
|
|
0.1
|
|
||||
Other comprehensive income (loss)
|
2.7
|
|
|
2.5
|
|
|
(1.9
|
)
|
|
7.9
|
|
||||
Total comprehensive income (loss)
|
$
|
4.1
|
|
|
$
|
(11.8
|
)
|
|
$
|
(26.9
|
)
|
|
$
|
(17.7
|
)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
70.9
|
|
|
$
|
80.3
|
|
Accounts receivable, less allowances of $56.2 and $44.0, respectively
|
1,212.5
|
|
|
1,174.3
|
|
||
Related party receivable
|
3.2
|
|
|
3.3
|
|
||
Inventories
|
737.8
|
|
|
722.7
|
|
||
Other current assets
|
152.5
|
|
|
133.5
|
|
||
Total current assets
|
2,176.9
|
|
|
2,114.1
|
|
||
Property and equipment (net of depreciation and amortization of $315.3 and $314.6, respectively)
|
210.1
|
|
|
340.2
|
|
||
Goodwill
|
99.6
|
|
|
99.6
|
|
||
Other intangibles, net
|
58.5
|
|
|
64.1
|
|
||
Deferred income tax assets
|
62.4
|
|
|
59.6
|
|
||
Other non-current assets
|
27.0
|
|
|
30.8
|
|
||
Total assets
|
$
|
2,634.5
|
|
|
$
|
2,708.4
|
|
Liabilities and shareholders' equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
723.4
|
|
|
$
|
680.1
|
|
Related party payable
|
11.8
|
|
|
8.5
|
|
||
Accrued payroll and benefits
|
55.9
|
|
|
73.5
|
|
||
Other accrued liabilities
|
139.6
|
|
|
134.6
|
|
||
Current maturities of long-term debt
|
6.6
|
|
|
2.9
|
|
||
Financing obligations, current portion (including obligations to related party of $0.0 and $7.1, respectively)
|
0.7
|
|
|
7.8
|
|
||
Total current liabilities
|
938.0
|
|
|
907.4
|
|
||
Long-term debt, net of current maturities
|
997.6
|
|
|
908.3
|
|
||
Financing obligations, less current portion (including obligations to related party of $0.0 and $155.2, respectively)
|
25.1
|
|
|
181.6
|
|
||
Defined benefit pension obligations
|
20.6
|
|
|
24.4
|
|
||
Other non-current liabilities
|
116.5
|
|
|
137.0
|
|
||
Total liabilities
|
2,097.8
|
|
|
2,158.7
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100.0 million shares authorized; shares issued - 16.2 million and 16.0 million, respectively; shares outstanding - 15.9 million and 15.7 million, respectively
|
0.2
|
|
|
0.2
|
|
||
Additional paid-in capital
|
603.3
|
|
|
590.2
|
|
||
Accumulated (deficit) earnings
|
(17.8
|
)
|
|
6.4
|
|
||
Accumulated other comprehensive loss
|
(35.4
|
)
|
|
(33.5
|
)
|
||
Treasury stock at cost - 0.3 million shares at September 30, 2018 and December 31, 2017
|
(13.6
|
)
|
|
(13.6
|
)
|
||
Total shareholders' equity
|
536.7
|
|
|
549.7
|
|
||
Total liabilities and shareholders' equity
|
$
|
2,634.5
|
|
|
$
|
2,708.4
|
|
|
Nine Months Ended September 30,
|
||||||
Operating activities
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
Depreciation and amortization
|
41.5
|
|
|
39.9
|
|
||
Amortization of deferred financing fees
|
2.0
|
|
|
1.9
|
|
||
Net (gains) on dispositions of property and equipment
|
(2.2
|
)
|
|
(4.0
|
)
|
||
Long-lived asset impairment charges
|
0.2
|
|
|
8.4
|
|
||
Provision for allowance for doubtful accounts
|
18.5
|
|
|
11.6
|
|
||
Deferred income tax (benefit)
|
(3.2
|
)
|
|
(14.3
|
)
|
||
Stock-based compensation
|
15.2
|
|
|
11.6
|
|
||
Other non-cash items, net
|
(6.8
|
)
|
|
2.5
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
|
||
Accounts receivable and related party receivable
|
(60.6
|
)
|
|
(87.5
|
)
|
||
Inventories
|
(17.2
|
)
|
|
(17.9
|
)
|
||
Other current assets
|
(26.1
|
)
|
|
(6.7
|
)
|
||
Accounts payable and related party payable
|
78.1
|
|
|
69.6
|
|
||
Accrued payroll and benefits
|
(17.5
|
)
|
|
(23.4
|
)
|
||
Other accrued liabilities
|
15.4
|
|
|
8.9
|
|
||
Other
|
(4.8
|
)
|
|
7.3
|
|
||
Net cash provided by (used for) operating activities
|
7.5
|
|
|
(17.7
|
)
|
||
Investing activities
|
|
|
|
||||
Property and equipment additions
|
(33.7
|
)
|
|
(26.0
|
)
|
||
Proceeds from asset sales
|
4.1
|
|
|
23.1
|
|
||
Cash paid for purchase of business, net of cash acquired
|
—
|
|
|
(144.8
|
)
|
||
Net cash used for investing activities
|
(29.6
|
)
|
|
(147.7
|
)
|
||
Financing activities
|
|
|
|
||||
Change in book overdrafts
|
(30.3
|
)
|
|
(43.9
|
)
|
||
Borrowings of long-term debt
|
4,058.1
|
|
|
3,685.2
|
|
||
Repayments of long-term debt
|
(3,988.4
|
)
|
|
(3,446.5
|
)
|
||
Payments under equipment capital lease obligations
|
(5.3
|
)
|
|
(2.2
|
)
|
||
Payments under financing obligations (including obligations to related party of $8.6 and $11.5, respectively)
|
(9.1
|
)
|
|
(12.9
|
)
|
||
Payments under Tax Receivable Agreement
|
(9.9
|
)
|
|
(8.5
|
)
|
||
Other
|
(2.1
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
13.0
|
|
|
171.2
|
|
||
Effect of exchange rate changes on cash
|
(0.3
|
)
|
|
1.1
|
|
||
Net change in cash
|
(9.4
|
)
|
|
6.9
|
|
||
Cash at beginning of period
|
80.3
|
|
|
69.6
|
|
||
Cash at end of period
|
$
|
70.9
|
|
|
$
|
76.5
|
|
Supplemental cash flow information
|
|
|
|
|
|
||
Cash paid for income taxes, net of refunds
|
$
|
1.3
|
|
|
$
|
3.2
|
|
Cash paid for interest
|
28.0
|
|
|
19.4
|
|
||
Non-cash investing and financing activities
|
|
|
|
|
|
||
Non-cash additions to property and equipment
|
$
|
29.8
|
|
|
$
|
8.6
|
|
Contingent consideration for purchase of business: Earn-out
|
—
|
|
|
30.0
|
|
|
Three Months Ended September 30, 2017
|
||||||||||
(in millions)
|
As Revised
|
|
Previously Reported
|
|
Effect of Change Higher/(Lower)
|
||||||
Selling and administrative expenses
|
$
|
229.4
|
|
|
$
|
228.7
|
|
|
$
|
0.7
|
|
Operating income (loss)
|
(11.2
|
)
|
|
(10.5
|
)
|
|
(0.7
|
)
|
|||
Other (income) expense, net
|
(1.2
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
Nine Months Ended September 30, 2017
|
||||||||||
(in millions)
|
As Revised
|
|
Previously Reported
|
|
Effect of Change Higher/(Lower)
|
||||||
Selling and administrative expenses
|
$
|
652.7
|
|
|
$
|
650.4
|
|
|
$
|
2.3
|
|
Operating income (loss)
|
(17.7
|
)
|
|
(15.4
|
)
|
|
(2.3
|
)
|
|||
Other (income) expense, net
|
(1.1
|
)
|
|
1.2
|
|
|
(2.3
|
)
|
Recently Issued Accounting Standards Not Yet Adopted
|
|
|
|
|
||
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2016-02,
Leases (Topic 842)
|
|
The standard requires lessees to put most leases on their balance sheet but recognize expenses in their statement of operations in a manner similar to current accounting guidance. The new standard also eliminates the current guidance related to real estate specific provisions. The guidance requires application on a modified retrospective basis to leases that existed at the beginning of the earliest period presented and those entered into thereafter but prior to the effective date. The standard permits entities to elect a package of practical expedients which must be applied consistently to all leases that commenced prior to the effective date. If the package of practical expedients is elected, entities do not need to reassess: (i) whether expired or existing contracts contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The guidance also allows entities to make certain policy elections under the new standard, including: (i) the use of hindsight to determine lease term and when assessing existing right of use assets for impairment; (ii) a policy to not record short-term leases on the balance sheet; and (iii) a policy to not separate lease and non-lease components.
In July 2018, the FASB issued ASU 2018-11, Leases
(Topic 842)
, to provide another optional transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date (January 1, 2019, for the Company) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases).
|
|
January 1, 2019; early adoption is permitted
|
|
The Company is currently evaluating this standard and anticipates that its adoption will have a material impact on the Consolidated Financial Statements and related disclosures as it will result in recording substantially all operating leases on the balance sheet as a lease obligation and a right of use asset. Lease software has been implemented that will better enable the Company to implement the standard. The Company's efforts are focused on financial reporting and developing new internal controls. The Company currently anticipates electing to apply the package of practical expedients to all leases that commenced prior to the date of adoption. Based on the analysis performed to date, the Company anticipates making a policy election to exclude short-term leases from the Consolidated Balance Sheet and to separate lease and non-lease components for most lease categories. The Company currently does not anticipate making a policy election to use hindsight to determine lease term. The assessment is ongoing and the preliminary conclusions are subject to change. Based on the preliminary analysis, the Company anticipates recording both operating lease obligations and related right of use assets of approximately $400 million. The impact to the Company’s retained earnings is still being assessed, with the largest impact expected to be driven by the derecognition of the deferred gain from the sale of the Austin, Texas property in 2016, net of tax. The Company currently plans to adopt this ASU on January 1, 2019, using the transition method provided by ASU 2018-11.
|
ASU 2016-13,
Financial Instruments-Credit Losses (Topic 326)
|
|
The standard will replace the currently required incurred loss impairment methodology with guidance that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to be considered in making credit loss estimates. The guidance requires application on a modified retrospective basis. Other application requirements exist for specific assets impacted by a more-than-insignificant credit deterioration since origination.
|
|
January 1, 2020; early adoption is permitted for fiscal years beginning after December 15, 2018
|
|
The Company is currently evaluating the impact this ASU will have on its Consolidated Financial Statements and related disclosures. The Company currently plans to adopt this ASU on January 1, 2020.
|
|
|
|
|
|
|
|
Recently Issued Accounting Standards Not Yet Adopted (continued)
|
|
|
|
|
||
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2018-13,
Fair Value Measurement (Topic 820)
|
|
The standard modifies the disclosure requirements on fair value measurements by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date.
|
|
January 1, 2020; early adoption is permitted
|
|
The Company is currently evaluating the impact this ASU will have on its disclosures. The Company currently plans to adopt this ASU on January 1, 2020.
|
ASU 2018-14,
Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20)
|
|
The standard modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. The amendments in this update are effective for fiscal years ending after December 15, 2020. The amendments in this update should be applied on a retrospective basis to all periods presented.
|
|
December 31, 2020; early adoption is permitted
|
|
The Company does not expect the adoption of this standard to have a material impact on its disclosures. The Company currently plans to adopt this ASU on December 31, 2020.
|
ASU 2018-15,
Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)
|
|
The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this update also require companies to expense capitalized implementation costs over the term of the hosting arrangement, including periods covered by renewal options that are reasonably certain to be exercised. The amendments also stipulate presentation requirements for the Statement of Operations, Balance Sheet and Statement of Cash Flows. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.
|
|
January 1, 2020; early adoption is permitted
|
|
The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements and related disclosures. The Company currently plans to adopt this ASU on January 1, 2020.
|
|
|
|
|
|
|
|
(in millions)
|
Customer Contract Liabilities
|
||
Balance at January 1, 2018
|
$
|
20.5
|
|
Payments received
|
41.1
|
|
|
Revenue recognized from beginning balance
|
(18.1
|
)
|
|
Revenue recognized from current year receipts
|
(25.4
|
)
|
|
Balance at September 30, 2018
|
$
|
18.1
|
|
•
|
Packaging
– The Packaging segment provides standard as well as custom and comprehensive packaging solutions for customers based in North America and in key global markets. The business is strategically focused on higher growth industries including light industrial/general manufacturing, food production, fulfillment and internet retail, as well as niche verticals based on geographical and functional expertise. This segment also provides supply chain solutions, structural and graphic packaging design and engineering, automation, workflow and equipment services and kitting and fulfillment.
|
•
|
Facility Solutions
– The Facility Solutions segment sources and sells cleaning, break-room and other supplies such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities primarily in the U.S., Canada and Mexico. Additionally, the Company offers total cost of ownership solutions with re-merchandising, budgeting and compliance reporting, and inventory management.
|
•
|
Print
– The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment primarily in the U.S., Canada and Mexico. This segment also includes customized paper conversion services of commercial printing paper for distribution to document centers and form printers. Veritiv's broad geographic platform of operations coupled with the breadth of paper and graphics products, including exclusive private brand offerings, provides a foundation to service national, regional and local customers across North America.
|
•
|
Publishing
– The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses for use in magazines, catalogs, books, directories, gaming, couponing, retail inserts and direct mail. This segment also provides print management, procurement and supply chain management solutions to simplify paper and print procurement processes for its customers.
|
|
(in millions)
|
||
Cash consideration
|
$
|
112.0
|
|
Loan pay-off
|
34.3
|
|
|
Contingent consideration
|
22.2
|
|
|
Other
|
1.3
|
|
|
Total purchase price
|
$
|
169.8
|
|
|
(in millions)
|
||
Cash
|
$
|
1.5
|
|
Accounts receivable
|
30.4
|
|
|
Inventories
|
38.5
|
|
|
Other current assets
|
5.7
|
|
|
Property and equipment
|
3.5
|
|
|
Goodwill
|
55.5
|
|
|
Other intangible assets
|
49.0
|
|
|
Other non-current assets
|
1.4
|
|
|
Accounts payable
|
(12.4
|
)
|
|
Other current liabilities
|
(2.7
|
)
|
|
Other non-current liabilities
|
(0.6
|
)
|
|
Total purchase price
|
$
|
169.8
|
|
(Unaudited)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
(in millions, except share and per share data)
|
2017
|
|
2017
|
||||
Net sales
|
$
|
2,157.8
|
|
|
$
|
6,303.2
|
|
Net loss
|
(11.3
|
)
|
|
(21.5
|
)
|
||
Loss per share:
|
|
|
|
||||
Basic and diluted loss per share
|
$
|
(0.72
|
)
|
|
$
|
(1.37
|
)
|
Weighted-average shares outstanding
|
|
|
|
||||
Basic and diluted
|
15.70
|
|
|
15.70
|
|
•
|
Acquisition and integration expenses: Acquisition and integration expenses of
$6.9 million
and
$7.4 million
incurred during the
three and nine months ended
September 30,
2017
, respectively, have been eliminated.
|
•
|
Incremental amortization expense: Pro forma net loss for the
three and nine months ended
September 30,
2017
includes incremental amortization expense of
$1.1 million
and
$4.4 million
, respectively.
|
•
|
Interest expense: Pro forma net loss for the
three and nine months ended
September 30,
2017
includes incremental interest expense of
$0.5 million
and
$2.0 million
, respectively.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Integration management
|
$
|
4.4
|
|
|
$
|
3.8
|
|
|
$
|
13.3
|
|
|
$
|
10.5
|
|
Retention compensation
|
0.0
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||
Information technology conversion costs
|
2.2
|
|
|
2.8
|
|
|
6.7
|
|
|
6.8
|
|
||||
Rebranding
|
—
|
|
|
0.1
|
|
|
0.0
|
|
|
0.4
|
|
||||
Legal, consulting and other professional fees
|
0.0
|
|
|
0.4
|
|
|
0.3
|
|
|
1.3
|
|
||||
Other
|
0.9
|
|
|
0.6
|
|
|
2.4
|
|
|
2.4
|
|
||||
AAC integration and acquisition
|
0.4
|
|
|
6.5
|
|
|
1.8
|
|
|
6.5
|
|
||||
Total integration and acquisition expenses
|
$
|
7.9
|
|
|
$
|
14.2
|
|
|
$
|
24.6
|
|
|
$
|
28.1
|
|
(in millions)
|
Severance and Related Costs
|
|
Other Direct Costs
|
|
(Gain) Loss on Sale of Assets and Other (non-cash portion)
|
|
Total
|
||||||||
2018 (year-to-date)
|
$
|
2.6
|
|
|
$
|
18.0
|
|
|
$
|
(2.1
|
)
|
|
$
|
18.5
|
|
2017
|
7.5
|
|
|
33.6
|
|
|
(24.4
|
)
|
|
16.7
|
|
||||
Cumulative
|
22.6
|
|
|
65.9
|
|
|
(24.5
|
)
|
|
64.0
|
|
(in millions)
|
Severance and Related Costs
|
|
Other Direct Costs
|
|
Total
|
||||||
Balance at December 31, 2017
|
$
|
4.4
|
|
|
$
|
25.2
|
|
|
$
|
29.6
|
|
Costs incurred
|
0.2
|
|
|
2.4
|
|
|
2.6
|
|
|||
Payments
|
(1.0
|
)
|
|
(2.1
|
)
|
|
(3.1
|
)
|
|||
Balance at March 31, 2018
|
3.6
|
|
|
25.5
|
|
|
29.1
|
|
|||
Costs incurred
|
0.3
|
|
|
13.3
|
|
|
13.6
|
|
|||
Payments
|
(0.3
|
)
|
|
(8.9
|
)
|
|
(9.2
|
)
|
|||
Balance at June 30, 2018
|
3.6
|
|
|
29.9
|
|
|
33.5
|
|
|||
Costs incurred
|
2.1
|
|
|
2.3
|
|
|
4.4
|
|
|||
Payments
|
(0.6
|
)
|
|
(6.5
|
)
|
|
(7.1
|
)
|
|||
Balance at September 30, 2018
|
$
|
5.1
|
|
|
$
|
25.7
|
|
|
$
|
30.8
|
|
(in millions)
|
Severance and Related Costs
|
|
Other Direct Costs
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
1.8
|
|
|
$
|
8.0
|
|
|
$
|
9.8
|
|
Costs incurred
|
1.4
|
|
|
3.1
|
|
|
4.5
|
|
|||
Payments
|
(1.2
|
)
|
|
(2.8
|
)
|
|
(4.0
|
)
|
|||
Balance at March 31, 2017
|
2.0
|
|
|
8.3
|
|
|
10.3
|
|
|||
Costs incurred
|
3.9
|
|
|
19.7
|
|
|
23.6
|
|
|||
Payments
|
(2.0
|
)
|
|
(5.4
|
)
|
|
(7.4
|
)
|
|||
Balance at June 30, 2017
|
3.9
|
|
|
22.6
|
|
|
26.5
|
|
|||
Costs incurred
|
0.7
|
|
|
3.8
|
|
|
4.5
|
|
|||
Payments
|
(0.7
|
)
|
|
(4.7
|
)
|
|
(5.4
|
)
|
|||
Balance at September 30, 2017
|
$
|
3.9
|
|
|
$
|
21.7
|
|
|
$
|
25.6
|
|
(in millions)
|
Severance and Related Costs
|
|
Other Direct Costs
|
|
Total
|
||||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
9.2
|
|
|
0.1
|
|
|
9.3
|
|
|||
Payments
|
(0.7
|
)
|
|
0.0
|
|
|
(0.7
|
)
|
|||
Balance at March 31, 2018
|
8.5
|
|
|
0.1
|
|
|
8.6
|
|
|||
Costs incurred
|
0.0
|
|
|
0.3
|
|
|
0.3
|
|
|||
Payments
|
(3.0
|
)
|
|
(0.3
|
)
|
|
(3.3
|
)
|
|||
Balance at June 30, 2018
|
5.5
|
|
|
0.1
|
|
|
5.6
|
|
|||
Costs incurred
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
|||
Payments
|
(2.3
|
)
|
|
(0.3
|
)
|
|
(2.6
|
)
|
|||
Balance at September 30, 2018
|
$
|
3.6
|
|
|
$
|
0.0
|
|
|
$
|
3.6
|
|
(in millions)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Asset-Based Lending Facility (the "ABL Facility")
|
$
|
966.0
|
|
|
$
|
897.7
|
|
Equipment capital leases
|
38.2
|
|
|
13.5
|
|
||
Total debt
|
1,004.2
|
|
|
911.2
|
|
||
Less: current maturities of long-term debt
|
(6.6
|
)
|
|
(2.9
|
)
|
||
Long-term debt, net of current maturities
|
$
|
997.6
|
|
|
$
|
908.3
|
|
(in millions)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Obligations to related party
|
$
|
—
|
|
|
$
|
162.3
|
|
Obligations - other financing
|
25.8
|
|
|
27.1
|
|
||
Total financing obligations
|
25.8
|
|
|
189.4
|
|
||
Less: current portion of financing obligations
|
(0.7
|
)
|
|
(7.8
|
)
|
||
Financing obligations, less current portion
|
$
|
25.1
|
|
|
$
|
181.6
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Property and equipment
|
$
|
155.2
|
|
|
$
|
14.6
|
|
Financing obligations
|
155.6
|
|
|
15.2
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Income (loss) before income taxes
|
$
|
4.9
|
|
|
$
|
(18.3
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(38.7
|
)
|
Income tax expense (benefit)
|
3.5
|
|
|
(4.0
|
)
|
|
(1.1
|
)
|
|
(13.1
|
)
|
||||
Effective tax rate
|
71.4
|
%
|
|
21.9
|
%
|
|
4.2
|
%
|
|
33.9
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Sales to Georgia-Pacific, reflected in net sales
|
|
$
|
6.6
|
|
|
$
|
8.6
|
|
|
$
|
21.3
|
|
|
$
|
24.9
|
|
Purchases of inventory from Georgia-Pacific, recognized in cost of products sold
|
|
39.3
|
|
|
45.7
|
|
|
117.2
|
|
|
138.0
|
|
(in millions)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Inventories purchased from Georgia-Pacific that remained on Veritiv's balance sheet
|
|
$
|
19.4
|
|
|
$
|
22.7
|
|
Related party payable to Georgia-Pacific
|
|
11.8
|
|
|
8.5
|
|
||
Related party receivable from Georgia-Pacific
|
|
3.2
|
|
|
3.3
|
|
|
Three Months Ended September 30, 2018
|
|
Three Months Ended September 30, 2017
|
||||||||||||
(in millions)
|
U.S.
|
|
Canada
|
|
U.S.
|
|
Canada
|
||||||||
Components of net periodic benefit (credit) cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.0
|
|
|
$
|
0.5
|
|
|
$
|
0.0
|
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
Expected return on plan assets
|
(1.4
|
)
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(1.0
|
)
|
||||
Settlement loss
|
0.0
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss
|
—
|
|
|
0.0
|
|
|
0.1
|
|
|
0.0
|
|
||||
Total other components
|
$
|
(0.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.2
|
)
|
Net periodic benefit (credit) cost
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
0.0
|
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||||||||||||
(in millions)
|
U.S.
|
|
Canada
|
|
U.S.
|
|
Canada
|
||||||||
Components of net periodic benefit (credit) cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1.5
|
|
|
$
|
0.2
|
|
|
$
|
1.5
|
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
1.9
|
|
|
$
|
2.1
|
|
|
$
|
2.0
|
|
|
$
|
2.1
|
|
Expected return on plan assets
|
(4.1
|
)
|
|
(2.9
|
)
|
|
(3.8
|
)
|
|
(2.8
|
)
|
||||
Settlement loss
|
0.0
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net loss
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Total other components
|
$
|
(2.2
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(0.6
|
)
|
Net periodic benefit (credit) cost
|
$
|
(0.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||
ABL Facility
|
|
$
|
966.0
|
|
|
|
|
$
|
966.0
|
|
|
|
|
Tax Receivable Agreement
|
|
39.8
|
|
|
|
|
|
|
39.8
|
|
|||
AAC contingent consideration
|
|
13.2
|
|
|
|
|
|
|
13.2
|
|
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||
ABL Facility
|
|
$
|
897.7
|
|
|
|
|
$
|
897.7
|
|
|
|
|
Tax Receivable Agreement
|
|
50.0
|
|
|
|
|
|
|
50.0
|
|
|||
AAC contingent consideration
|
|
24.2
|
|
|
|
|
|
|
24.2
|
|
(in millions)
|
|
TRA Contingent Liability
|
||
Balance at December 31, 2017
|
|
$
|
50.0
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
(0.2
|
)
|
|
Principal payment
|
|
(9.9
|
)
|
|
Balance at March 31, 2018
|
|
39.9
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
(0.2
|
)
|
|
Balance at June 30, 2018
|
|
39.7
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
0.1
|
|
|
Balance at September 30, 2018
|
|
$
|
39.8
|
|
(in millions)
|
|
TRA Contingent Liability
|
||
Balance at December 31, 2016
|
|
$
|
67.9
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
0.9
|
|
|
Principal payment
|
|
(8.5
|
)
|
|
Balance at March 31, 2017
|
|
60.3
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
1.1
|
|
|
Balance at June 30, 2017
|
|
61.4
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
(0.4
|
)
|
|
Balance at September 30, 2017
|
|
$
|
61.0
|
|
(in millions)
|
|
AAC Contingent Liability
|
||
Balance at December 31, 2017
|
|
$
|
24.2
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
(8.3
|
)
|
|
Balance at March 31, 2018
|
|
15.9
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
(3.0
|
)
|
|
Balance at June 30, 2018
|
|
12.9
|
|
|
Change in fair value adjustment recorded in other (income) expense, net
|
|
0.3
|
|
|
Balance at September 30, 2018
|
|
$
|
13.2
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions, except per share data)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
1.4
|
|
|
$
|
(14.3
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares outstanding – basic
|
15.85
|
|
|
15.70
|
|
|
15.82
|
|
|
15.70
|
|
||||
Dilutive effect of stock-based awards
|
0.62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average number of shares outstanding – diluted
|
16.47
|
|
|
15.70
|
|
|
15.82
|
|
|
15.70
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.58
|
)
|
|
$
|
(1.63
|
)
|
Diluted earnings (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.91
|
)
|
|
$
|
(1.58
|
)
|
|
$
|
(1.63
|
)
|
|
|
|
|
|
|
|
|
||||||||
Antidilutive stock-based awards excluded from computation of diluted earnings per share ("EPS")
|
0.09
|
|
|
0.68
|
|
|
1.13
|
|
|
0.66
|
|
||||
Performance stock-based awards excluded from computation of diluted EPS because performance conditions had not been met
|
0.49
|
|
|
0.48
|
|
|
0.49
|
|
|
0.48
|
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Retirement liabilities
|
|
Interest rate swap
|
|
AOCL
|
||||||||
Balance at December 31, 2017
|
|
$
|
(23.5
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(33.5
|
)
|
Unrealized net (losses) arising during the period
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Amounts reclassified from AOCL
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Net current period other comprehensive (loss)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
||||
Balance at March 31, 2018
|
|
(23.7
|
)
|
|
(9.9
|
)
|
|
(0.7
|
)
|
|
(34.3
|
)
|
||||
Unrealized net (losses) gains arising during the period
|
|
(3.9
|
)
|
|
—
|
|
|
0.1
|
|
|
(3.8
|
)
|
||||
Net current period other comprehensive (loss) income
|
|
(3.9
|
)
|
|
—
|
|
|
0.1
|
|
|
(3.8
|
)
|
||||
Balance at June 30, 2018
|
|
(27.6
|
)
|
|
(9.9
|
)
|
|
(0.6
|
)
|
|
(38.1
|
)
|
||||
Unrealized net gains (losses) arising during the period
|
|
2.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
2.4
|
|
||||
Amounts reclassified from AOCL
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||
Net current period other comprehensive income
|
|
2.5
|
|
|
—
|
|
|
0.2
|
|
|
2.7
|
|
||||
Balance at September 30, 2018
|
|
$
|
(25.1
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(35.4
|
)
|
(in millions)
|
|
Foreign currency translation adjustments
|
|
Retirement liabilities
|
|
Interest rate swap
|
|
AOCL
|
||||||||
Balance at December 31, 2016
|
|
$
|
(29.2
|
)
|
|
$
|
(9.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(39.0
|
)
|
Unrealized net gains (losses) arising during the period
|
|
2.8
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
2.8
|
|
||||
Net current period other comprehensive income (loss)
|
|
2.8
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
2.8
|
|
||||
Balance at March 31, 2017
|
|
(26.4
|
)
|
|
(9.0
|
)
|
|
(0.8
|
)
|
|
(36.2
|
)
|
||||
Unrealized net gains arising during the period
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
Net current period other comprehensive income
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||
Balance at June 30, 2017
|
|
(23.8
|
)
|
|
(9.0
|
)
|
|
(0.8
|
)
|
|
(33.6
|
)
|
||||
Unrealized net gains arising during the period
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Amounts reclassified from AOCL
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Net current period other comprehensive income
|
|
2.4
|
|
|
—
|
|
|
0.1
|
|
|
2.5
|
|
||||
Balance at September 30, 2017
|
|
$
|
(21.4
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(31.1
|
)
|
(in millions)
|
Packaging
|
|
Facility Solutions
|
|
Print
|
|
Publishing
|
|
Total Reportable Segments
|
|
Corporate & Other
|
|
Total
|
||||||||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
899.3
|
|
|
$
|
330.3
|
|
|
$
|
668.2
|
|
|
$
|
258.5
|
|
|
$
|
2,156.3
|
|
|
$
|
36.2
|
|
|
$
|
2,192.5
|
|
Adjusted EBITDA
|
64.0
|
|
|
8.1
|
|
|
14.5
|
|
|
5.6
|
|
|
92.2
|
|
|
(39.5
|
)
|
|
|
|
|||||||
Depreciation and amortization
|
4.5
|
|
|
1.6
|
|
|
2.0
|
|
|
0.2
|
|
|
8.3
|
|
|
4.8
|
|
|
13.1
|
|
|||||||
Restructuring charges, net
|
2.5
|
|
|
1.9
|
|
|
0.9
|
|
|
0.0
|
|
|
5.3
|
|
|
0.1
|
|
|
5.4
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
799.6
|
|
|
$
|
339.6
|
|
|
$
|
701.6
|
|
|
$
|
238.7
|
|
|
$
|
2,079.5
|
|
|
$
|
37.3
|
|
|
$
|
2,116.8
|
|
Adjusted EBITDA
|
62.1
|
|
|
10.3
|
|
|
13.1
|
|
|
5.5
|
|
|
91.0
|
|
|
(46.9
|
)
|
|
|
|
|||||||
Depreciation and amortization
|
4.0
|
|
|
1.6
|
|
|
2.7
|
|
|
0.2
|
|
|
8.5
|
|
|
4.6
|
|
|
13.1
|
|
|||||||
Restructuring charges, net
|
5.8
|
|
|
1.9
|
|
|
5.9
|
|
|
0.0
|
|
|
13.6
|
|
|
(10.9
|
)
|
|
2.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,631.6
|
|
|
$
|
985.3
|
|
|
$
|
2,008.1
|
|
|
$
|
734.9
|
|
|
$
|
6,359.9
|
|
|
$
|
105.5
|
|
|
$
|
6,465.4
|
|
Adjusted EBITDA
|
182.0
|
|
|
19.8
|
|
|
47.6
|
|
|
17.2
|
|
|
266.6
|
|
|
(138.8
|
)
|
|
|
||||||||
Depreciation and amortization
|
15.1
|
|
|
5.1
|
|
|
6.8
|
|
|
0.6
|
|
|
27.6
|
|
|
13.9
|
|
|
41.5
|
|
|||||||
Restructuring charges, net
|
8.4
|
|
|
4.4
|
|
|
15.5
|
|
|
0.0
|
|
|
28.3
|
|
|
0.4
|
|
|
28.7
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
2,266.0
|
|
|
$
|
975.5
|
|
|
$
|
2,095.1
|
|
|
$
|
696.6
|
|
|
$
|
6,033.2
|
|
|
$
|
107.1
|
|
|
$
|
6,140.3
|
|
Adjusted EBITDA
|
166.7
|
|
|
25.1
|
|
|
44.8
|
|
|
17.6
|
|
|
254.2
|
|
|
(137.8
|
)
|
|
|
||||||||
Depreciation and amortization
|
10.5
|
|
|
4.5
|
|
|
7.9
|
|
|
1.3
|
|
|
24.2
|
|
|
15.7
|
|
|
39.9
|
|
|||||||
Restructuring charges, net
|
12.3
|
|
|
5.2
|
|
|
12.2
|
|
|
0.0
|
|
|
29.7
|
|
|
0.3
|
|
|
30.0
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Income (loss) before income taxes
|
$
|
4.9
|
|
|
$
|
(18.3
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(38.7
|
)
|
Interest expense, net
|
11.0
|
|
|
8.3
|
|
|
30.5
|
|
|
22.1
|
|
||||
Depreciation and amortization
|
13.1
|
|
|
13.1
|
|
|
41.5
|
|
|
39.9
|
|
||||
Restructuring charges, net
|
5.4
|
|
|
2.7
|
|
|
28.7
|
|
|
30.0
|
|
||||
Stock-based compensation
|
4.5
|
|
|
3.8
|
|
|
15.2
|
|
|
11.6
|
|
||||
LIFO reserve increase
|
4.0
|
|
|
3.7
|
|
|
18.4
|
|
|
3.4
|
|
||||
Non-restructuring asset impairment charges
|
0.2
|
|
|
7.7
|
|
|
0.2
|
|
|
8.4
|
|
||||
Non-restructuring severance charges
|
0.5
|
|
|
0.5
|
|
|
2.3
|
|
|
1.5
|
|
||||
Non-restructuring pension charges, net
|
(0.1
|
)
|
|
3.2
|
|
|
(0.8
|
)
|
|
2.1
|
|
||||
Integration and acquisition expenses
|
7.9
|
|
|
14.2
|
|
|
24.6
|
|
|
28.1
|
|
||||
Fair value adjustments on TRA contingent liability
|
0.1
|
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
1.6
|
|
||||
Fair value adjustment on contingent consideration liability
|
0.3
|
|
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
||||
Escheat audit contingent liability
|
0.8
|
|
|
4.5
|
|
|
0.8
|
|
|
4.5
|
|
||||
Other
|
0.1
|
|
|
1.1
|
|
|
3.8
|
|
|
1.9
|
|
||||
Adjustment for Corporate & Other
|
39.5
|
|
|
46.9
|
|
|
138.8
|
|
|
137.8
|
|
||||
Adjusted EBITDA for reportable segments
|
$
|
92.2
|
|
|
$
|
91.0
|
|
|
$
|
266.6
|
|
|
$
|
254.2
|
|
•
|
Packaging
– The Packaging segment provides standard as well as custom and comprehensive packaging solutions for customers based in North America and in key global markets. The business is strategically focused on higher growth industries including light industrial/general manufacturing, food production, fulfillment and internet retail, as well as niche verticals based on geographical and functional expertise. Veritiv’s packaging professionals create customer value through supply chain solutions, structural and graphic packaging design and engineering, automation, workflow and equipment services and kitting and fulfillment.
|
•
|
Facility Solutions
– The Facility Solutions segment sources and sells cleaning, break-room and other supplies such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities primarily in the U.S., Canada and Mexico. Veritiv is a leading distributor in the Facility Solutions segment. Through this segment, Veritiv manages a world class network of leading suppliers in most facilities solutions categories. Additionally, the Company offers total cost of ownership solutions with re-merchandising, budgeting and compliance reporting, inventory management and a sales-force trained to bring leading vertical expertise to the major North American geographies.
|
•
|
Print
– The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment primarily in the U.S., Canada and Mexico. This segment also includes customized paper conversion services of commercial printing paper for distribution to document centers and form printers. Veritiv's broad geographic platform of operations coupled with the breadth of paper and graphics products, including exclusive private brand offerings, provides a foundation to service national, regional and local customers across North America.
|
•
|
Publishing
– The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses for use in magazines, catalogs, books, directories, gaming, couponing, retail inserts and direct mail. This segment also provides print management, procurement and supply chain management solutions to simplify paper and print procurement processes for Veritiv's customers.
|
|
Three Months Ended
September 30, |
|
Increase (Decrease)
|
|
Nine Months Ended
September 30, |
|
Increase (Decrease)
|
||||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
Net sales
|
$
|
2,192.5
|
|
|
$
|
2,116.8
|
|
|
$
|
75.7
|
|
|
3.6
|
%
|
|
$
|
6,465.4
|
|
|
$
|
6,140.3
|
|
|
$
|
325.1
|
|
|
5.3
|
%
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
1,805.8
|
|
|
1,736.6
|
|
|
69.2
|
|
|
4.0
|
%
|
|
5,323.8
|
|
|
5,026.4
|
|
|
297.4
|
|
|
5.9
|
%
|
||||||
Distribution expenses
|
135.0
|
|
|
132.0
|
|
|
3.0
|
|
|
2.3
|
%
|
|
400.1
|
|
|
380.9
|
|
|
19.2
|
|
|
5.0
|
%
|
||||||
Selling and administrative expenses
|
209.8
|
|
|
229.4
|
|
|
(19.6
|
)
|
|
(8.5
|
)%
|
|
656.1
|
|
|
652.7
|
|
|
3.4
|
|
|
0.5
|
%
|
||||||
Depreciation and amortization
|
13.1
|
|
|
13.1
|
|
|
0.0
|
|
|
0.0
|
%
|
|
41.5
|
|
|
39.9
|
|
|
1.6
|
|
|
4.0
|
%
|
||||||
Integration and acquisition expenses
|
7.9
|
|
|
14.2
|
|
|
(6.3
|
)
|
|
(44.4
|
)%
|
|
24.6
|
|
|
28.1
|
|
|
(3.5
|
)
|
|
(12.5
|
)%
|
||||||
Restructuring charges, net
|
5.4
|
|
|
2.7
|
|
|
2.7
|
|
|
100.0
|
%
|
|
28.7
|
|
|
30.0
|
|
|
(1.3
|
)
|
|
(4.3
|
)%
|
||||||
Operating income (loss)
|
15.5
|
|
|
(11.2
|
)
|
|
26.7
|
|
|
*
|
|
|
(9.4
|
)
|
|
(17.7
|
)
|
|
8.3
|
|
|
(46.9
|
)%
|
||||||
Interest expense, net
|
11.0
|
|
|
8.3
|
|
|
2.7
|
|
|
32.5
|
%
|
|
30.5
|
|
|
22.1
|
|
|
8.4
|
|
|
38.0
|
%
|
||||||
Other (income) expense, net
|
(0.4
|
)
|
|
(1.2
|
)
|
|
0.8
|
|
|
(66.7
|
)%
|
|
(13.8
|
)
|
|
(1.1
|
)
|
|
(12.7
|
)
|
|
*
|
|
||||||
Income (loss) before income taxes
|
4.9
|
|
|
(18.3
|
)
|
|
23.2
|
|
|
(126.8
|
)%
|
|
(26.1
|
)
|
|
(38.7
|
)
|
|
12.6
|
|
|
(32.6
|
)%
|
||||||
Income tax expense (benefit)
|
3.5
|
|
|
(4.0
|
)
|
|
7.5
|
|
|
(187.5
|
)%
|
|
(1.1
|
)
|
|
(13.1
|
)
|
|
12.0
|
|
|
(91.6
|
)%
|
||||||
Net income (loss)
|
$
|
1.4
|
|
|
$
|
(14.3
|
)
|
|
$
|
15.7
|
|
|
(109.8
|
)%
|
|
$
|
(25.0
|
)
|
|
$
|
(25.6
|
)
|
|
$
|
0.6
|
|
|
(2.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Does not reflect the Company’s income tax expenses or the cash requirements to pay its taxes; and
|
•
|
Although depreciation and amortization charges are non-cash charges, it does not reflect that the assets being depreciated and amortized will often have to be replaced in the future and the foregoing metrics do not reflect any cash requirements for such replacements.
|
(in millions)
|
Packaging
|
|
Facility Solutions
|
|
Print
|
|
Publishing
|
|
Corporate & Other
|
||||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
899.3
|
|
|
$
|
330.3
|
|
|
$
|
668.2
|
|
|
$
|
258.5
|
|
|
$
|
36.2
|
|
Adjusted EBITDA
|
64.0
|
|
|
8.1
|
|
|
14.5
|
|
|
5.6
|
|
|
(39.5
|
)
|
|||||
Adjusted EBITDA as a % of net sales
|
7.1
|
%
|
|
2.5
|
%
|
|
2.2
|
%
|
|
2.2
|
%
|
|
*
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
799.6
|
|
|
$
|
339.6
|
|
|
$
|
701.6
|
|
|
$
|
238.7
|
|
|
$
|
37.3
|
|
Adjusted EBITDA
|
62.1
|
|
|
10.3
|
|
|
13.1
|
|
|
5.5
|
|
|
(46.9
|
)
|
|||||
Adjusted EBITDA as a % of net sales
|
7.8
|
%
|
|
3.0
|
%
|
|
1.9
|
%
|
|
2.3
|
%
|
|
*
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,631.6
|
|
|
$
|
985.3
|
|
|
$
|
2,008.1
|
|
|
$
|
734.9
|
|
|
$
|
105.5
|
|
Adjusted EBITDA
|
182.0
|
|
|
19.8
|
|
|
47.6
|
|
|
17.2
|
|
|
(138.8
|
)
|
|||||
Adjusted EBITDA as a % of net sales
|
6.9
|
%
|
|
2.0
|
%
|
|
2.4
|
%
|
|
2.3
|
%
|
|
*
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,266.0
|
|
|
$
|
975.5
|
|
|
$
|
2,095.1
|
|
|
$
|
696.6
|
|
|
$
|
107.1
|
|
Adjusted EBITDA
|
166.7
|
|
|
25.1
|
|
|
44.8
|
|
|
17.6
|
|
|
(137.8
|
)
|
|||||
Adjusted EBITDA as a % of net sales
|
7.4
|
%
|
|
2.6
|
%
|
|
2.1
|
%
|
|
2.5
|
%
|
|
*
|
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
%
|
|
2018
|
|
2017
|
|
$
|
%
|
||||||||||||||
Net sales
|
$
|
899.3
|
|
|
$
|
799.6
|
|
|
$
|
99.7
|
|
12.5
|
%
|
|
$
|
2,631.6
|
|
|
$
|
2,266.0
|
|
|
$
|
365.6
|
|
16.1
|
%
|
Adjusted EBITDA
|
64.0
|
|
|
62.1
|
|
|
1.9
|
|
3.1
|
%
|
|
182.0
|
|
|
166.7
|
|
|
15.3
|
|
9.2
|
%
|
||||||
Adjusted EBITDA as a % of net sales
|
7.1
|
%
|
|
7.8
|
%
|
|
|
|
|
6.9
|
%
|
|
7.4
|
%
|
|
|
|
|
Increase (Decrease)
|
||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
(in millions)
|
2018 vs. 2017
|
|
2018 vs. 2017
|
||||
Volume
|
$
|
109.4
|
|
|
$
|
378.4
|
|
Foreign currency
|
(2.9
|
)
|
|
3.9
|
|
||
Price/Mix
|
(6.8
|
)
|
|
(16.7
|
)
|
||
Total change
|
$
|
99.7
|
|
|
$
|
365.6
|
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
%
|
|
2018
|
|
2017
|
|
$
|
%
|
||||||||||||||
Net sales
|
$
|
330.3
|
|
|
$
|
339.6
|
|
|
$
|
(9.3
|
)
|
(2.7
|
)%
|
|
$
|
985.3
|
|
|
$
|
975.5
|
|
|
$
|
9.8
|
|
1.0
|
%
|
Adjusted EBITDA
|
8.1
|
|
|
10.3
|
|
|
(2.2
|
)
|
(21.4
|
)%
|
|
19.8
|
|
|
25.1
|
|
|
(5.3
|
)
|
(21.1
|
)%
|
||||||
Adjusted EBITDA as a % of net sales
|
2.5
|
%
|
|
3.0
|
%
|
|
|
|
|
2.0
|
%
|
|
2.6
|
%
|
|
|
|
|
Increase (Decrease)
|
||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
(in millions)
|
2018 vs. 2017
|
|
2018 vs. 2017
|
||||
Volume
|
$
|
(2.6
|
)
|
|
$
|
15.5
|
|
Foreign currency
|
(3.0
|
)
|
|
2.6
|
|
||
Price/Mix
|
(3.7
|
)
|
|
(8.3
|
)
|
||
Total change
|
$
|
(9.3
|
)
|
|
$
|
9.8
|
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
%
|
|
2018
|
|
2017
|
|
$
|
%
|
||||||||||||||
Net sales
|
$
|
668.2
|
|
|
$
|
701.6
|
|
|
$
|
(33.4
|
)
|
(4.8
|
)%
|
|
$
|
2,008.1
|
|
|
$
|
2,095.1
|
|
|
$
|
(87.0
|
)
|
(4.2
|
)%
|
Adjusted EBITDA
|
14.5
|
|
|
13.1
|
|
|
1.4
|
|
10.7
|
%
|
|
47.6
|
|
|
44.8
|
|
|
2.8
|
|
6.3
|
%
|
||||||
Adjusted EBITDA as a % of net sales
|
2.2
|
%
|
|
1.9
|
%
|
|
|
|
|
2.4
|
%
|
|
2.1
|
%
|
|
|
|
|
Increase (Decrease)
|
||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
(in millions)
|
2018 vs. 2017
|
|
2018 vs. 2017
|
||||
Volume
|
$
|
(60.7
|
)
|
|
$
|
(126.0
|
)
|
Foreign currency
|
(2.2
|
)
|
|
2.0
|
|
||
Price/Mix
|
29.5
|
|
|
37.0
|
|
||
Total change
|
$
|
(33.4
|
)
|
|
$
|
(87.0
|
)
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
%
|
|
2018
|
|
2017
|
|
$
|
%
|
||||||||||||||
Net sales
|
$
|
258.5
|
|
|
$
|
238.7
|
|
|
$
|
19.8
|
|
8.3
|
%
|
|
$
|
734.9
|
|
|
$
|
696.6
|
|
|
$
|
38.3
|
|
5.5
|
%
|
Adjusted EBITDA
|
5.6
|
|
|
5.5
|
|
|
0.1
|
|
1.1
|
%
|
|
17.2
|
|
|
17.6
|
|
|
(0.4
|
)
|
(2.3
|
)%
|
||||||
Adjusted EBITDA as a % of net sales
|
2.2
|
%
|
|
2.3
|
%
|
|
|
|
|
2.3
|
%
|
|
2.5
|
%
|
|
|
|
|
Increase (Decrease)
|
||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||
(in millions)
|
2018 vs. 2017
|
|
2018 vs. 2017
|
||||
Volume
|
$
|
(1.0
|
)
|
|
$
|
4.9
|
|
Foreign currency
|
(0.1
|
)
|
|
1.1
|
|
||
Price/Mix
|
20.9
|
|
|
32.3
|
|
||
Total change
|
$
|
19.8
|
|
|
$
|
38.3
|
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
$
|
%
|
|
2018
|
|
2017
|
|
$
|
%
|
||||||||||||||
Net sales
|
$
|
36.2
|
|
|
$
|
37.3
|
|
|
$
|
(1.1
|
)
|
(2.9
|
)%
|
|
$
|
105.5
|
|
|
$
|
107.1
|
|
|
$
|
(1.6
|
)
|
(1.5
|
)%
|
Adjusted EBITDA
|
(39.5
|
)
|
|
(46.9
|
)
|
|
7.4
|
|
15.8
|
%
|
|
(138.8
|
)
|
|
(137.8
|
)
|
|
(1.0
|
)
|
(0.7
|
)%
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Net cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
7.5
|
|
|
$
|
(17.7
|
)
|
Investing activities
|
(29.6
|
)
|
|
(147.7
|
)
|
||
Financing activities
|
13.0
|
|
|
171.2
|
|
|
|
|
VERITIV CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
Date:
|
November 6, 2018
|
|
By: /s/ Stephen J. Smith
|
|
|
|
Name: Stephen J. Smith
|
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
November 6, 2018
|
|
By: /s/ Andrew E. Magley
|
|
|
|
Name: Andrew E. Magley
|
|
|
|
Title: Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
1 Year Veritiv Chart |
1 Month Veritiv Chart |
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