UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 
 
Date of Report (Date of earliest event reported): August 9, 2021 (August 9, 2021)

 

 
VERITIV CORPORATION

(Exact name of registrant as specified in its charter)

 
 
Delaware
(State or other jurisdiction of incorporation)
 
001-36479	 	46-3234977	
(Commission File Number)	 	(I.R.S. Employer Identification No.)	

1000 Abernathy Road NE	 	 	
Building 400, Suite 1700	 	 	
Atlanta, Georgia	 	30328	
(Address of principal executive offices)	   	(Zip Code)	
 
Registrant’s telephone number, including area code: (770) 391-8200
 
Not Applicable 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 	 	
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 	 	
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common stock, $0.01 par value	VRTV	New York Stock Exchange	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 2.02.	Results of Operations and Financial Condition.	
 
On August 9, 2021, Veritiv Corporation (the “Company”) issued a press release containing certain financial results of the Company and its direct and indirect wholly-owned subsidiaries for the three and six months ended June 30, 2021. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 7.01.	Regulation FD Disclosure.	
 
The Company is furnishing herewith additional information in conjunction with the August 9, 2021 earnings release. This additional information includes general Company information and highlights of financial results of the Company and its direct and indirect wholly-owned subsidiaries for the three and six months ended June 30, 2021. The additional information, attached as Exhibit 99.2 to this Current Report on Form 8-K, is being furnished and will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
 
The information in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
 
Item 9.01.	Financial Statements and Exhibits.	
 
(d)               Exhibits.
 
The following exhibits are included with this report:
 
Exhibit No.	 	Exhibit Description	
 	 	 	
99.1	 	Press Release of Veritiv Corporation issued August 9, 2021.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued August 9, 2021.	
 	 	 	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document).	

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	 	 	VERITIV CORPORATION	
 	 	 	 	
Dated:	August 9, 2021	 	/s/ Mark W. Hianik	
 	 	 	Mark W. Hianik	
 	 	 	Senior Vice President, General Counsel & Corporate Secretary	

 

 

Exhibit 99.1

 
Veritiv Announces Record Second
Quarter 2021 Net Income and Adjusted EBITDA; Raises Guidance
 
Reports Net Sales of $1.7 Billion,
Net Income of $26.4 Million,
Basic and Diluted Earnings per Share of $1.69 and $1.62, respectively,
Adjusted EBITDA of $73.5 Million, and
Net Leverage Ratio of 1.7x
 
ATLANTA (August 9, 2021) – Veritiv Corporation (NYSE: VRTV), a full-service provider of business-to-business distribution solutions, today announced financial results for the second quarter ended June 30, 2021.
 
“The combination of strong Packaging sales growth and operational improvements helped drive record net income and earnings per share for the second quarter and our best Adjusted EBITDA performance for any quarter in company history," said Sal Abbate, Chief Executive Officer. "We are executing very well against our multi-year strategy and believe these initiatives have resulted in an inflection point in our overall financial results.”
 
For the three months ended June 30, 2021, compared to the three months ended June 30, 2020:
	•	Net sales were $1.7 billion, an increase of 18.1% from the prior year.	
	•	Net income was $26.4 million, compared to net loss of $(18.5) million in the prior year. Net restructuring charges were $5.2 million, compared to $32.5 million in the prior year.	
	•	Basic and diluted earnings per share were $1.69 and $1.62, respectively, compared to a loss for both basic and diluted earnings per share of $(1.16) in the prior year.	
	•	Adjusted EBITDA was $73.5 million, an increase of 84.7% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 4.4%, an increase of 160 basis points from the prior year.	
 
For the six months ended June 30, 2021, compared to the six months ended June 30, 2020:
	•	Net sales were $3.2 billion, an increase of 3.4% from the prior year.	
	•	Net income was $47.7 million, compared to net loss of $(18.9) million in the prior year. Net restructuring charges were $9.5 million, compared to $32.5 million in the prior year.	
	•	Basic and diluted earnings per share were $3.03 and $2.89, respectively, compared to a loss for both basic and diluted earnings per share of $(1.18) in the prior year.	
	•	Adjusted EBITDA was $133.0 million, an increase of 75.0% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 4.1%, an increase of 170 basis points from the prior year.	

 

For the three months ended June 30, 2021, net cash provided by operating activities was $36.9 million and free cash flow was $34.1 million. For the six months ended June 30, 2021, net cash provided by operating activities was $50.1 million and free cash flow was $41.0 million.
 
“Our earnings momentum and record low leverage allowed us to expand our share repurchase program to $100 million in the second quarter," said Steve Smith, Chief Financial Officer. "We have purchased roughly $50 million of our shares under the program through the first half of the year."
 
2021 Revised Guidance
 
Given the strong financial performance in the first half of 2021, the Company is increasing guidance for full year 2021 and adding guidance for net income and earnings per share. Net income for full year 2021 is expected to be in the range of $100 to $120 million and earnings per share is expected to be in the range of $6.25 to $7.50. The Company is increasing its full year estimate for Adjusted EBITDA to a range of $270 to $290 million. Free cash flow for 2021 is now expected to be at least $110 million. Capital expenditures are still estimated to be approximately $35 million.
 
-----
 
Veritiv Corporation will host a conference call and webcast today, August 9, 2021, at 9 a.m. (ET) to discuss its second quarter financial results and full year 2021 guidance. To participate, callers within the United States ("U.S.") and Canada can dial (833) 968-2246, and international callers can dial (825) 312-2066, both using conference ID number 8979859. Interested parties can also listen online at ir.veritivcorp.com. A replay of the call and webcast will be available online for a limited period of time at ir.veritivcorp.com shortly after the webcast is completed.
 
Important information regarding U.S. generally accepted accounting principles ("U.S. GAAP") and related reconciliations of non-GAAP financial measures to the most comparable U.S. GAAP measures can be found in the schedules to this press release, which should be thoroughly reviewed.
 
About Veritiv
 
Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune 500® company, is a full-service provider of packaging, JanSan and hygiene products, services and solutions. Additionally, Veritiv provides print and publishing products, and logistics and supply chain management solutions. Serving customers in a wide range of industries both in North America and globally, Veritiv has distribution centers throughout the U.S., Canada and Mexico, and team members around the world helping shape the success of its customers. For more information about Veritiv and its business segments visit www.veritivcorp.com.
 
Safe Harbor Provision
 
Certain statements contained in this press release regarding Veritiv Corporation’s (the "Company") future operating results, performance, business plans, prospects, guidance, the 2020 Restructuring Plan and any other restructuring, statements related to the impact of COVID-19 and any other statements not constituting historical fact are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "continue," "intend," "should," "will," "would," "planned," "estimated," "potential," "goal," "outlook," "may," "predicts," "could," or the negative of such terms, or other comparable expressions, as they relate to the Company or its business, have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s current beliefs and assumptions with respect to future operating results, performance, business plans, prospects, guidance and other matters, and are based on information currently available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause the Company’s actual operating results, performance, business plans, prospects or guidance to differ materially from those expressed in, or implied by, these statements.

 

Factors that could cause actual results to differ materially from current expectations include risks and other factors described under "Risk Factors" and elsewhere in our Annual Report on Form 10-K and elsewhere in the Company's publicly available reports filed with the Securities and Exchange Commission ("SEC"), which contain a discussion of various factors that may affect the Company's business or financial results. Such risks and other factors, which in some instances are beyond the Company's control, include: adverse impacts of the COVID-19 pandemic; the industry-wide decline in demand for paper and related products; increased competition from existing and non-traditional sources; procurement and other risks in obtaining packaging, facility products and paper from our suppliers for resale to our customers; changes in prices for raw materials; changes in trade policies and regulations; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; the loss of any of our significant customers; uncertainties as to the structure, timing, benefits and costs of the 2020 Restructuring Plan or any future restructuring plan that the Company may undertake; adverse developments in general business and economic conditions that could impair our ability to use net operating loss carryforwards and other deferred tax assets; our ability to adequately protect our material intellectual property and other proprietary rights, or to defend successfully against intellectual property infringement claims by third parties; our ability to attract, train and retain highly qualified employees; our pension and health care costs and participation in multi-employer pension, health and welfare plans; the effects of work stoppages, union negotiations and labor disputes; our ability to generate sufficient cash to service our debt; increasing interest rates; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; our ability to comply with the covenants contained in our debt agreements; costs to comply with laws, rules and regulations, including environmental, health and safety laws, and to satisfy any liability or obligation imposed under such laws; changes in tax laws; adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; regulatory changes and judicial rulings impacting our business; the impact of adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets on demand for our products and services, our business including our international operations, and our customers; foreign currency fluctuations; inclement weather, widespread outbreak of an illness, anti-terrorism measures and other disruptions to our supply chain, distribution system and operations; our dependence on a variety of information technology and telecommunications systems and the Internet; our reliance on third-party vendors for various services; cybersecurity risks; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse operating results.
 
The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2021 to be filed with the SEC may contain updates to the information included in this release.

 

Financial Statements
 
VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data, unaudited)
 
 	 	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
 	 	2021	 	 	2020	 	 	2021	 	 	2020	 	
Net sales	 	$	1,658.6	 	 	$	1,404.8	 	 	$	3,217.9	 	 	$	3,112.1	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,319.0	 	 	 	1,106.8	 	 	 	2,557.1	 	 	 	2,466.4	 	
Distribution expenses	 	 	104.0	 	 	 	99.9	 	 	 	205.5	 	 	 	223.3	 	
Selling and administrative expenses	 	 	177.8	 	 	 	164.4	 	 	 	344.2	 	 	 	368.0	 	
Depreciation and amortization	 	 	14.3	 	 	 	14.3	 	 	 	28.8	 	 	 	28.1	 	
Restructuring charges, net	 	 	5.2	 	 	 	32.5	 	 	 	9.5	 	 	 	32.5	 	
Operating income (loss)	 	 	38.3	 	 	 	(13.1	)	 	 	72.8	 	 	 	(6.2	)	
Interest expense, net	 	 	4.5	 	 	 	7.2	 	 	 	9.6	 	 	 	14.2	 	
Other (income) expense, net	 	 	(1.7	)	 	 	(1.3	)	 	 	(2.7	)	 	 	(1.4	)	
Income (loss) before income taxes	 	 	35.5	 	 	 	(19.0	)	 	 	65.9	 	 	 	(19.0	)	
Income tax expense (benefit)	 	 	9.1	 	 	 	(0.5	)	 	 	18.2	 	 	 	(0.1	)	
Net income (loss)	 	$	26.4	 	 	$	(18.5	)	 	$	47.7	 	 	$	(18.9	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings (loss) per share	 	$	1.69	 	 	$	(1.16	)	 	$	3.03	 	 	$	(1.18	)	
Diluted earnings (loss) per share	 	$	1.62	 	 	$	(1.16	)	 	$	2.89	 	 	$	(1.18	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	15.58	 	 	 	15.91	 	 	 	15.73	 	 	 	16.03	 	
Diluted	 	 	16.30	 	 	 	15.91	 	 	 	16.49	 	 	 	16.03	 	

 

 
VERITIV CORPORATION	
CONDENSED CONSOLIDATED BALANCE SHEETS	
(dollars in millions, except par value, unaudited)	

 	 	June 30, 2021	 	 	December 31, 2020	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	34.7	 	 	$	120.6	 	
Accounts receivable, less allowances of $35.8 and $41.6, respectively	 	 	882.8	 	 	 	849.5	 	
Inventories	 	 	486.1	 	 	 	465.4	 	
Other current assets	 	 	122.5	 	 	 	119.5	 	
Total current assets	 	 	1,526.1	 	 	 	1,555.0	 	
Property and equipment (net of accumulated depreciation and amortization of $392.0 and $375.9, respectively)	 	 	172.9	 	 	 	194.7	 	
Goodwill	 	 	99.6	 	 	 	99.6	 	
Other intangibles, net	 	 	45.1	 	 	 	47.4	 	
Deferred income tax assets	 	 	58.9	 	 	 	60.0	 	
Other non-current assets	 	 	365.3	 	 	 	378.3	 	
Total assets	 	$	2,267.9	 	 	$	2,335.0	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	522.7	 	 	$	471.9	 	
Accrued payroll and benefits	 	 	66.7	 	 	 	80.6	 	
Other accrued liabilities	 	 	165.9	 	 	 	182.2	 	
Current portion of debt	 	 	15.3	 	 	 	14.7	 	
Total current liabilities	 	 	770.6	 	 	 	749.4	 	
Long-term debt, net of current portion	 	 	520.4	 	 	 	589.1	 	
Defined benefit pension obligations	 	 	17.0	 	 	 	18.2	 	
Other non-current liabilities	 	 	380.3	 	 	 	395.2	 	
Total liabilities	 	 	1,688.3	 	 	 	1,751.9	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
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 - 17.0 million and 16.6 million, respectively; shares outstanding - 15.3 million and 15.9 million, respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	631.3	 	 	 	634.9	 	
Accumulated earnings (deficit)	 	 	46.3	 	 	 	(1.4	)	
Accumulated other comprehensive loss	 	 	(30.7	)	 	 	(33.5	)	
Treasury stock at cost - 1.7 million shares in 2021 and 0.7 million shares in 2020	 	 	(67.5	)	 	 	(17.1	)	
Total shareholders' equity	 	 	579.6	 	 	 	583.1	 	
Total liabilities and shareholders' equity	 	$	2,267.9	 	 	$	2,335.0	 	

 

VERITIV CORPORATION	
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	
(in millions, unaudited)	

 	 	Six Months Ended June 30,	 	
 	 	2021	 	 	2020	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	47.7	 	 	$	(18.9	)	
Depreciation and amortization	 	 	28.8	 	 	 	28.1	 	
Amortization and write-off of deferred financing fees	 	 	0.7	 	 	 	1.5	 	
Net losses (gains) on disposition of assets and sale of a business	 	 	(5.6	)	 	 	0.3	 	
Provision for expected credit losses	 	 	(0.3	)	 	 	8.7	 	
Deferred income tax provision (benefit)	 	 	1.3	 	 	 	2.4	 	
Stock-based compensation	 	 	4.7	 	 	 	10.1	 	
Other non-cash items, net	 	 	1.8	 	 	 	3.5	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	(36.2	)	 	 	134.7	 	
Inventories	 	 	(21.2	)	 	 	37.9	 	
Other current assets	 	 	0.4	 	 	 	15.9	 	
Accounts payable and related party payable	 	 	58.9	 	 	 	0.2	 	
Accrued payroll and benefits	 	 	(13.9	)	 	 	(14.8	)	
Other accrued liabilities	 	 	(18.6	)	 	 	10.1	 	
Other	 	 	1.6	 	 	 	6.8	 	
Net cash provided by (used for) operating activities	 	 	50.1	 	 	 	226.5	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(9.1	)	 	 	(14.7	)	
Proceeds from asset sales and sale of a business	 	 	11.3	 	 	 	0.7	 	
Net cash provided by (used for) investing activities	 	 	2.2	 	 	 	(14.0	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(6.3	)	 	 	(31.5	)	
Borrowings of long-term debt	 	 	2,845.1	 	 	 	2,774.2	 	
Repayments of long-term debt	 	 	(2,909.0	)	 	 	(2,865.7	)	
Payments under right-of-use finance leases	 	 	(6.7	)	 	 	(6.2	)	
Deferred financing fees	 	 	(3.3	)	 	 	(3.4	)	
Purchase of treasury stock	 	 	(50.4	)	 	 	(3.5	)	
Payments under Tax Receivable Agreement	 	 	—	 	 	 	(0.3	)	
Other	 	 	(7.6	)	 	 	(1.1	)	
Net cash provided by (used for) financing activities	 	 	(138.2	)	 	 	(137.5	)	
Effect of exchange rate changes on cash	 	 	0.0	 	 	 	(0.6	)	
Net change in cash and cash equivalents	 	 	(85.9	)	 	 	74.4	 	
Cash and cash equivalents at beginning of period	 	 	120.6	 	 	 	38.0	 	
Cash and cash equivalents at end of period	 	$	34.7	 	 	$	112.4	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	26.0	 	 	$	1.2	 	
Cash paid for interest	 	 	8.6	 	 	 	12.2	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment for right-of-use finance leases	 	$	0.4	 	 	$	12.6	 	
Non-cash additions to other non-current assets for right-of-use operating leases	 	 	24.8	 	 	 	11.3	 	

 

Non-GAAP Measures
 
We supplement our financial information prepared in accordance with U.S. GAAP with certain non-GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, net, integration and acquisition expenses and other similar charges including any severance costs, costs associated with warehouse and office openings or closings, consolidation, and relocation and other business optimization expenses, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments), free cash flow and other non-GAAP measures such as the Net Debt to Adjusted EBITDA ratio. We believe investors commonly use Adjusted EBITDA, free cash flow and these other non-GAAP measures as key financial metrics for valuing companies. In addition, the credit agreement governing our Asset-Based Lending Facility (the "ABL Facility") permits us to exclude the foregoing and other charges in calculating "Consolidated EBITDA", as defined in the ABL Facility.
 
Adjusted EBITDA, free cash flow and these other non-GAAP measures are not alternative measures of financial performance or liquidity under U.S. GAAP. Non-GAAP measures do not have definitions under U.S. GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non-GAAP measures in connection with a review of the most directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on such non-GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Adjusted EBITDA, free cash flow and these other non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Please see the following tables for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures.

 

 
Table I
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN
(in millions, unaudited)
 
 	 	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
 	 	2021	 	 	2020	 	 	2021	 	 	2020	 	
Net income (loss)	 	$	26.4	 	 	$	(18.5	)	 	$	47.7	 	 	$	(18.9	)	
Interest expense, net	 	 	4.5	 	 	 	7.2	 	 	 	9.6	 	 	 	14.2	 	
Income tax expense (benefit)	 	 	9.1	 	 	 	(0.5	)	 	 	18.2	 	 	 	(0.1	)	
Depreciation and amortization	 	 	14.3	 	 	 	14.3	 	 	 	28.8	 	 	 	28.1	 	
EBITDA	 	 	54.3	 	 	 	2.5	 	 	 	104.3	 	 	 	23.3	 	
Restructuring charges, net	 	 	5.2	 	 	 	32.5	 	 	 	9.5	 	 	 	32.5	 	
Facility closure charges, including (gain) loss from asset disposition	 	 	(1.5	)	 	 	0.6	 	 	 	(1.2	)	 	 	2.0	 	
Stock-based compensation	 	 	3.5	 	 	 	0.7	 	 	 	4.7	 	 	 	10.1	 	
LIFO reserve (decrease) increase	 	 	11.0	 	 	 	1.7	 	 	 	16.1	 	 	 	(4.2	)	
Non-restructuring severance charges	 	 	1.1	 	 	 	0.7	 	 	 	1.9	 	 	 	2.4	 	
Non-restructuring pension charges, net	 	 	—	 	 	 	0.1	 	 	 	—	 	 	 	7.2	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	 	—	 	 	 	(0.3	)	 	 	—	 	 	 	(1.0	)	
Fair value adjustment on contingent consideration liability	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1.0	 	
Other	 	 	(0.1	)	 	 	1.3	 	 	 	(2.3	)	 	 	2.7	 	
Adjusted EBITDA	 	$	73.5	 	 	$	39.8	 	 	$	133.0	 	 	$	76.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,658.6	 	 	$	1,404.8	 	 	$	3,217.9	 	 	$	3,112.1	 	
Adjusted EBITDA as a % of net sales	 	 	4.4	%	 	 	2.8	%	 	 	4.1	%	 	 	2.4	%	

 

Table I.a.
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
NET INCOME (LOSS) TO ADJUSTED EBITDA GUIDANCE
(in millions, unaudited)
 
 	 	Forecast for Year Ending December 31, 2021	 	
 	 	Low	 	 	High	 	
Net income (loss)	 	$	100	 	 	$	120	 	
Interest expense, net	 	 	20	 	 	 	20	 	
Income tax expense (benefit)	 	 	40	 	 	 	50	 	
Depreciation and amortization	 	 	55	 	 	 	55	 	
Other reconciling items	 	 	55	 	 	 	45	 	
Adjusted EBITDA	 	$	270	 	 	$	290	 	

 

Table II
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW
(in millions, unaudited)
 
 	 	Three Months Ended
June 30, 2021	 	 	Six Months Ended
June 30, 2021	 	
Net cash provided by (used for) operating activities	 	$	36.9	 	 	$	50.1	 	
Less: Capital expenditures	 	 	(2.8	)	 	 	(9.1	)	
Free cash flow	 	$	34.1	 	 	$	41.0	 	

 

Table II.a	
VERITIV CORPORATION	
RECONCILIATION OF NON-GAAP MEASURES	
FREE CASH FLOW GUIDANCE	
(in millions, unaudited)	
 
 	 	Forecast for Year Ending
December 31, 2021	 	
Net cash provided by (used for) operating activities	 	 	at least $145	 	
Less: Capital expenditures	 	 	(35	)	
Free cash flow	 	 	at least $110	 	

 

Table III	
VERITIV CORPORATION	
RECONCILIATION OF NON-GAAP MEASURES	
NET DEBT TO ADJUSTED EBITDA	
(in millions, unaudited)	
 
 	 	June 30, 2021	 	
Amount drawn on ABL Facility	 	$	457.0	 	
Less: Cash and cash equivalents	 	 	(34.7	)	
Net debt	 	$	422.3	 	
 	 	 	 	 	
Last Twelve Months Adjusted EBITDA	 	$	244.6	 	
 	 	 	 	 	
Net debt to Adjusted EBITDA	 	 	1.7	x	

 	 	Last Twelve Months	 	
 	 	June 30, 2021	 	
Net income (loss)	 	$	100.8	 	
Interest expense, net	 	 	20.5	 	
Income tax expense (benefit)	 	 	27.1	 	
Depreciation and amortization	 	 	58.4	 	
EBITDA	 	 	206.8	 	
Restructuring charges, net	 	 	29.2	 	
Facility closure charges, including (gain) loss from asset disposition	 	 	(6.9	)	
Stock-based compensation	 	 	12.3	 	
LIFO reserve (decrease) increase	 	 	18.8	 	
Non-restructuring severance charges	 	 	3.6	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	 	(18.1	)	
Escheat audit contingent liability	 	 	(0.2	)	
Other	 	 	(0.9	)	
Adjusted EBITDA	 	$	244.6	 	

 

Veritiv Contacts:
 
Investors: Scott Palfreeman, 844-845-2136       Media: Kristie Madara, 770-391-8471

 

 
Exhibit 99.2

 

 
 
1 SECOND QUARTER 2021 FINANCIAL RESULTS August 9, 2021 (UNAUDITED) Exhibit 99.2

2 SCOTT PALFREEMAN Director of Finance and Investor Relations

3 Safe Harbor Provision Certain statements contained in this presentation regarding Veritiv Corporation’s (the "Company") future operating results, p erf ormance, business plans, prospects, guidance, the 2020 Restructuring Plan and any other restructuring, statements related to the impact of COVID - 19 and any other statements not consti tuting historical fact are "forward - looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believ e," "expect," "anticipate," "continue," "intend," "should," "will," "would," "planned," "estimated," "potential," "goal," "outlook," "may," "predicts," "could," or the negative of such terms, o r o ther comparable expressions, as they relate to the Company or its business, have been used to identify such forward - looking statements. All forward - looking statements reflect only the Compan y’s current beliefs and assumptions with respect to future operating results, performance, business plans, prospects, guidance and other matters, and are based on information cu rre ntly available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause the Company’s actual operatin g r esults, performance, business plans, prospects or guidance to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include risks and other factors descri bed under "Risk Factors" and elsewhere in our Annual Report on Form 10 - K and elsewhere in the Company's publicly available reports filed with the Securities and Exchange Commission ("SEC") , which contain a discussion of various factors that may affect the Company's business or financial results. Such risks and other factors, which in some instances are beyond the Com pany's control, include: adverse impacts of the COVID - 19 pandemic; the industry - wide decline in demand for paper and related products; increased competition from existing and n on - traditional sources; procurement and other risks in obtaining packaging, facility products and paper from our suppliers for resale to our customers; changes in prices f or raw materials; changes in trade policies and regulations; increases in the cost of fuel and third - party freight and the availability of third - party freight providers; the loss of any of our significant customers; uncertainties as to the structure, timing, benefits and costs of the 2020 Restructuring Plan or any future restructuring plan that the Company may undertake; ad ver se developments in general business and economic conditions that could impair our ability to use net operating loss carryforwards and other deferred tax assets; our ability t o a dequately protect our material intellectual property and other proprietary rights, or to defend successfully against intellectual property infringement claims by third parties; our ability to attract, train and retain highly qualified employees; our pension and health care costs and participation in multi - employer pension, health and welfare plans; the effects of work stoppag es, union negotiations and labor disputes; our ability to generate sufficient cash to service our debt; increasing interest rates; our ability to refinance or restructure our debt on rea sonable terms and conditions as might be necessary from time to time; our ability to comply with the covenants contained in our debt agreements; costs to comply with laws, rules and re gulations, including environmental, health and safety laws, and to satisfy any liability or obligation imposed under such laws; changes in tax laws; adverse results from litigatio n, governmental investigations or audits, or tax - related proceedings or audits; regulatory changes and judicial rulings impacting our business; the impact of adverse developments in gen eral business and economic conditions as well as conditions in the global capital and credit markets on demand for our products and services, our business including our inter nat ional operations, and our customers; foreign currency fluctuations; inclement weather, widespread outbreak of an illness, anti - terrorism measures and other disruptions to our supply chain, distribution system and operations; our dependence on a variety of information technology and telecommunications systems and the Internet; our reliance on third - party v endors for various services; cybersecurity risks; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse ope rat ing results. The Company is not responsible for updating the information contained in this presentation beyond the published date, or for changes made to this presentation b y w ire services or Internet service providers. This presentation is being furnished to the SEC through a Form 8 - K. The Company’s Quarterly Report on Form 10 - Q for the period ended June 30, 2021 to be filed with the SEC may contain updates to the information included in this presentation. We reference non - GAAP financial measures in this presentation. Please see the appendix for reconciliations of non - GAAP measures to the most comparable United States ("U.S.") GAAP measures.

SAL ABBATE Chief Executive Officer

Financial Results Second Quarter 2021 Compared to Prior Year 5 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Strong Packaging sales growth, improving sales trends in our other segments and operational improvements drove record earnings in the second quarter NET SALES ADJ. EBITDA 1 ADJ. EBITDA MARGIN 1 NET INCOME DILUTED EPS $1.7B $73.5M 4.4% $26.4M $1.62 UP $0.3B UP $33.7M UP 160 bps UP $44.9M UP $2.78 +18.1% +84.7% From 2.8% From -$18.5M From -$1.16

STEVE SMITH Chief Financial Officer

2Q 2021 Adj. EBITDA Adj. EBITDA % of Net Sales Change from PY Change from PY $95M 10.4% +36.5% +150 bps $10M 4.6% -8.8% -100 bps $18M 5.2% NM 1 +470 bps $4M 2.8% NM 1 +300 bps Corporate & Other -$55M $74M 4.4% +84.7% +160 bps Veritiv Consolidated Packaging Facility Solutions Print Publishing Segment and Consolidated Financial Results Second Quarter 2021 1. Year - over - year variance percentage not meaningful because prior year figure was negative and not significant. 2. Veritiv Consolidated amount does not foot due to rounding. 3. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2,3 7

4.6x 4.7x 4.1x 2.1x 1.7x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x FY17 FY18 FY19 FY20 2Q21 Net Leverage Ratio 1, 2 Cash Flow; Low Leverage 1. Calculated as net debt divided by trailing twelve months of Adjusted EBITDA. 2 . S ee appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . 3. Normalized Free Cash Flow removes the impact of one - time cash items. Long - Term Target: 3.0x $4M ($30M) $247M $266M > $110M ~$140M ($100M) - $100M $200M $300M FY17 FY18 FY19 FY20 FY21E FY21E Normalized Free Cash Flow 2 Significant net leverage reduction driven by healthy free cash flow generated from increased earnings and disciplined working capital reductions 8 3

Disciplined Capital Allocation Capital Allocation Priorities: • Support restructuring initiatives • Return value to shareholders • Invest in the business: • Organic • Inorganic 2021 CapEx : Approximately $35M 2020 Restructuring Plan Expect to Substantially Complete by EOY 2021 $ 100M Share Repurchase Program in 2021 Expect to Complete by EOY 2021 Reduction in net leverage below long - term target of 3x enabled share repurchase program and investments in growth Scope and/or Scale Acquisitions Disciplined Approach 9

10 SAL ABBATE Chief Executive Officer

Fundamental Changes to our Business 11 7.0% 2.2% 2.4% 2.4% 7.1% 2.8% 2.0% 2.7% 9.0% 4.5% 2.3% 2.4% 9.8% 4.8% 3.7% 3.4% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% FY18 FY19 FY20 2Q21 LTM 1 Packaging FY18 FY19 FY20 2Q21 LTM 1 Facility Solutions FY18 FY19 FY20 2Q21 LTM 1 Print FY18 FY19 FY20 2Q21 LTM 1 Publishing • Centralized cost and price management • Commercial optimization • Strategic customer rationalization • Supply chain configuration alignment with long - term growth sectors • Supplier and product rationalization • De - risked and rationalized customer portfolio • Commercial optimization to align with secular decline in volume • Supply chain network consolidation (Print) Segment Adj. EBITDA Margin Comprehensive optimization efforts drove enhanced Adjusted EBITDA margins across all our segments 1. Last twelve months (LTM) as of June 30, 2021

Print 11% Publishing 4% Packaging 75% Facility Solutions 10% Segment Mix Transformation Strategic Shift to Packaging FY 2014 1, 2 $154 MILLION $245 MILLION 1. Pro Forma 2. See appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures; Corporate and Other is excluded from the calculation for percentage of Adjusted EBITDA by Segment. LTM 2Q21 2 Packaging 55% Facility Solutions 15% Print 20% Print 20% Publishing 10% Packaging 55% Facility Solutions 15% ADJUSTED EBITDA BY SEGMENT Packaging 7 - Year Adj. EBITDA CAGR: +9% (11% Adj. EBITDA CAGR since 2017) Print & Publishing 30% Print & Publishing 15% 12

Veritiv is an indispensable partner; developing Packaging solutions from concept to delivery. Organic Growth Above Market Growth Levers Differentiate with Value - Added Solutions Focus on High - Growth Sectors Broad Product Expertise Enhanced Customer Experience $ Leading Network of Global Suppliers Supply Chain Technology Ecommerce Investment in Capabilities 13

$176M $185M $156M $188M $100M $150M $200M $250M $300M FY17 FY18 FY19 FY20 FY21E Adjusted EBITDA 1 Upward Revision to 2021 Earnings Guidance 1. See appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. $270 - $ 290M ($0.85) ($0.99) ($1.84) $2.08 ($2.00) $1.00 $4.00 $7.00 FY17 FY18 FY19 FY20 FY21E Diluted EPS $6.25 – $7.50 Adjusted EBITDA and EPS growth in 2020 despite COVID - related headwinds; accelerated earnings growth in 2021 14

Comments : • Increasing Adjusted EBITDA guidance and adding net income and EPS guidance. • Strong packaging demand expected to continue in the second half. Recently implemented and announced price increases expected to hold for the remainder of the year. • Free cash flow guidance expected to be higher than original guidance due to an increase in earnings. • Capital expenditures remain same as original guidance and on track. Revised Outlook Full Year 2021 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Cash flow from operations less capital expenditures. Net Income $100 - $120 Million Diluted Earnings per Share $6.25 - $7.50 Adjusted EBITDA 1 $270 – $290 Million Free Cash Flow 1,2 At least $110 Million Capital Expenditures Approximately $35 Million 15 Assumes 16 Million shares outstanding

Questions 16

SAL ABBATE Chief Executive Officer

• Commitment to comprehensive ESG program; transparency regarding progress • Appointed Chief Compliance and Sustainability Officer in May 2021 to lead company - wide ESG initiatives • Best - in - class supply - chain and office safety rating • Electric truck pilot program 1 • Company culture of equality and inclusion; employee support through One Veritiv Fund • Diverse board of directors • 2020 Corporate Social Responsibility report published in April 2021 18 Sustainability and Corporate Responsibility 1. Robert J. Bowman, July 6, 2021, SupplyChainBrain 18

Appendix Reconciliation of Non - GAAP Financial Measures We supplement our financial information prepared in accordance with U.S. GAAP with certain non - GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, net, integration and acquisition expense s a nd other similar charges including any severance costs, costs associated with warehouse and office openings or closings, consolidation, and relocation an d other business optimization expenses, stock - based compensation expense, changes in the LIFO reserve, non - restructuring asset impairment charges , non - restructuring severance charges, non - restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in m ergers and acquisitions and certain other adjustments), free cash flow and other non - GAAP measures such as the Net Debt to Adjusted EBITDA ratio. We bel ieve investors commonly use Adjusted EBITDA, free cash flow and these other non - GAAP measures as key financial metrics for valuing companies. I n addition, the credit agreement governing our Asset - Based Lending Facility (the " ABL Facility") permits us to exclude the foregoing and other charges in calculating "Consolidated EBITDA", as defined in the ABL Facility. We approximate foreign currency effects by applying the foreign currency exchange rate for the prior period to the local currency results for the current period. Adjusted EBITDA, free cash flow and these other non - GAAP measures are not alternative measures of financial performance or liqui dity under U.S. GAAP. Non - GAAP measures do not have definitions under U.S. GAAP and may be defined differently by, and not be comparable to, sim ilarly titled measures used by other companies. As a result, we consider and evaluate non - GAAP measures in connection with a review of the mos t directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on such non - GAAP me asures and to consider them with the most directly comparable U.S. GAAP measures. Adjusted EBITDA, free cash flow and these other non - GAAP mea sures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as rep ort ed under U.S. GAAP. Please see the following tables for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 19

Appendix Reconciliation of Non - GAAP Financial Measures 20

21 Appendix Reconciliation of Non - GAAP Financial Measures

22 Appendix Reconciliation of Non - GAAP Financial Measures 2020 2019 2018 2017 Veritiv As Reported Pro Forma Adjustments Veritiv Pro Forma Net income (loss) 34.2$ (29.5)$ (15.7)$ (13.3)$ (19.6)$ $ (16.2) $ (35.8) Interest expense, net 25.1 38.1 42.3 31.2 14.0 12.4 26.4 Income tax expense (benefit) 8.8 0.7 5.5 11.4 (2.1) 6.8 4.7 Depreciation and amortization 57.7 53.5 53.5 54.2 37.6 16.8 54.4 EBITDA 125.8 62.8 85.6 83.5 29.9 19.8 49.7 Restructuring charges, net 52.2 28.8 21.3 16.7 4.0 0.2 4.2 Facility closure charges, including (gain) loss from asset disposition (3.7) - - - - - - Stock-based compensation 17.7 14.6 18.1 15.7 4.0 0.1 4.1 LIFO reserve (decrease) increase (1.5) (3.7) 19.9 7.1 6.3 1.3 7.6 Non-restructuring asset impairment charges - - 0.4 8.4 - - - Non-restructuring severance charges 4.1 8.4 4.9 3.5 2.6 0.4 3.0 Non-restructuring pension charges, net 7.2 6.6 11.3 2.2 - - - Gain on sale of joint venture - - - - - (6.6) (6.6) Integration, acquisition and merger expenses - 17.5 31.8 36.5 75.1 14.1 89.2 Fair value adjustment on Tax Receivable Agreement contingent liability (19.1) 0.3 (1.2) (9.4) 1.7 - 1.7 Fair value adjustment on contingent consideration liability 1.0 13.1 (12.3) 2.0 - - - Escheat audit contingent liability (0.2) 3.7 2.5 7.5 - - - Other 4.1 3.8 3.1 2.7 (1.7) 2.3 0.6 Loss from discontinued operations, net of income taxes - - - - 0.1 - 0.1 Adjusted EBITDA 187.6$ 155.9$ 185.4$ 176.4$ 122.0$ 31.6$ 153.6$ Net Sales 6,345.6$ 7,659.4$ 8,696.2$ 8,364.7$ 7,406.5$ 1,907.6$ $ 9,314.1 Adjusted EBITDA/Pro Forma Adjusted EBITDA as a % of net sales 3.0% 2.0% 2.1% 2.1% 1.6% 1.6% Year Ended December 31, 2014 * Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2014, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger. Table l.b VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited) Year Ended December 31,

23 Appendix Reconciliation of Non - GAAP Financial Measures

Appendix Reconciliation of Non-GAAP Financial MeasuresTable II.a VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES 2021 NORMALIZED FREE CASH FLOW GUIDANCE (in millions, unaudited)Forecast for Year Ending December 31, 2021 Net cash provided by (used for) operating activities at least $145 Less: Capital expenditures (35) Free cash flow at least $110Add: Restructuring cash outlay 30 Normalized free cash flow at least $140

25 Appendix Reconciliation of Non - GAAP Financial Measures VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES FREE CASH FLOW (in millions, unaudited) 2020 2019 2018 2017 Net cash flows provided by operating activities 289.2$ 281.0$ 15.0$ 36.6$ Less: Capital expenditures (23.6) (34.1) (45.4) (32.5) Free cash flow 265.6$ 246.9$ (30.4)$ 4.1$ Table ll.b Year Ended December 31, * Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2014, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger.

26 Appendix Reconciliation of Non - GAAP Financial Measures

27 Appendix Reconciliation of Non - GAAP Financial Measures 2020 2019 2018 2017 Amount drawn on ABL Facility 520.2$ 673.2$ 932.1$ 897.7$ Less: Cash and cash equivalents (120.6) (38.0) (64.3) (80.3) Net debt 399.6$ 635.2$ 867.8$ 817.4$ Last twelve months Adjusted EBITDA 187.6$ 155.9$ 185.4$ 176.4$ Net debt to Adjusted EBITDA 2.1 4.1 4.7 4.6 Last Twelve Months December 31, 2020 2019 2018 2017 Net income (loss) 34.2$ (29.5)$ (15.7)$ (13.3)$ Interest expense, net 25.1 38.1 42.3 31.2 Income tax expense (benefit) 8.8 0.7 5.5 11.4 Depreciation and amortization 57.7 53.5 53.5 54.2 EBITDA 125.8 62.8 85.6 83.5 Restructuring charges, net 52.2 28.8 21.3 16.7 Facility closure charges, including (gain) loss from asset disposition (3.7) - - - Stock-based compensation 17.7 14.6 18.1 15.7 LIFO reserve (decrease) increase (1.5) (3.7) 19.9 7.1 Non-restructuring asset impairment charges - - 0.4 8.4 Non-restructuring severance charges 4.1 8.4 4.9 3.5 Non-restructuring pension charges, net 7.2 6.6 11.3 2.2 Gain on sale of joint venture - - - - Integration, acquisition and merger expenses - 17.5 31.8 36.5 Fair value adjustment on Tax Receivable Agreement contingent liability (19.1) 0.3 (1.2) (9.4) Fair value adjustment on contingent consideration liability 1.0 13.1 (12.3) 2.0 Escheat audit contingent liability (0.2) 3.7 2.5 7.5 Other 4.1 3.8 3.1 2.7 Loss from discontinued operations, net of income taxes - - - - Adjusted EBITDA 187.6$ 155.9$ 185.4$ 176.4$ * Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2014, as well as purchase accounting adjustments and adjustments for one-time costs related to Table lll.a VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) Year Ended December 31,

28 SECOND QUARTER 2021 FINANCIAL RESULTS (UNAUDITED) August 9, 2021