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 5, 2020 (August 5, 2020)

 

 
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 5, 2020, 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, 2020. 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 5, 2020 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, 2020. 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 filed with this report:
 
Exhibit No.	 	Exhibit Description	
 	 	 	
99.1	 	Press Release of Veritiv Corporation issued August 5, 2020.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued August 5, 2020.	
 	 	 	
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 5, 2020	 	/s/ Mark W. Hianik	
 	 	 	Mark W. Hianik	
 	 	 	Senior Vice President, General Counsel & Corporate Secretary	

 

 
Exhibit 99.1 

Veritiv Announces Second Quarter 2020
Financial Results
 
Reports Second Quarter Net Sales of $1.4 Billion,
Net Loss of $(18.5) Million,
Basic and Diluted Loss per Share of $(1.16), and
Adjusted EBITDA of $39.8 Million
 
ATLANTA (August 5, 2020) – Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, today announced financial results for the second quarter ended June 30, 2020.
 
"We had solid Adjusted EBITDA and strong free cash flow in the second quarter, as our ongoing efficiency programs and the temporary actions we took to mitigate the impact of COVID-19, led to improved margins," said Mary Laschinger, Chairman and CEO of Veritiv Corporation. “As part of our efforts to address recent revenue declines from both COVID-19 and the continued structural decline in our Print and Publishing segments, we are implementing permanent changes to reduce our cost structure. We believe our substantial liquidity and the flexibility of our business model position us well to continue managing the impact of COVID-19 on our business, while safely and effectively serving our customers."
 
For the three months ended June 30, 2020, compared to the three months ended June 30, 2019:
 
	•	Net sales were $1.4 billion, a decrease of 28.3% from the prior year. Net sales decreased 28.0% from the prior year, excluding the negative effect of foreign currency (0.3%).	
	•	Net loss was $(18.5) million, compared to net loss of $(11.3) million in the prior year. Net restructuring charges were $32.5 million in the second quarter of 2020 compared to $6.9 million in the prior year.	
	•	Basic and diluted loss per share were $(1.16), compared to $(0.70) in the prior year.	
	•	Adjusted EBITDA was $39.8 million, a decrease of 8.1% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 2.8%, an increase of 60 basis points from the prior year.	
 
For the six months ended June 30, 2020, compared to the six months ended June 30, 2019:
 
	•	Net sales were $3.1 billion, a decrease of 20.2% from the prior year. Net sales decreased 20.6% from the prior year, excluding the negative effect of foreign currency (0.2%) and the positive effect of one more shipping day (0.6%) in 2020.	
	•	Net loss was $(18.9) million, compared to net loss of $(38.0) million in the prior year. Net restructuring charges were $32.5 million in 2020 compared to $9.3 million in the prior year.	
	•	Basic and diluted loss per share were $(1.18) compared to $(2.37) in the prior year.	
	•	Adjusted EBITDA was $76.0 million, an increase of 19.3% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 2.4%, an increase of 80 basis points from the prior year.	

 

For the quarter ended June 30, 2020, net cash provided by operating activities was $141.7 million and free cash flow was $135.9 million.
 
"Our second quarter free cash flow generation was strong due to lower inventories and accounts receivable, driven by reduced volumes," said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. "Our liquidity position remains healthy, and at the end of June 2020, our net debt to Adjusted EBITDA leverage ratio was 2.8x, down from 4.0x in the prior year period."
 
Given the continued uncertainty caused by the COVID-19 pandemic, we will not be providing updated financial guidance at this time.
 
Veritiv Corporation will host a live conference call and webcast today, August 5, 2020, at 10 a.m. (ET) to discuss its second quarter financial results. 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 3988742.  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 live 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 leading North American business-to-business distributor of packaging, facility solutions, print and publishing products and services. Additionally, Veritiv provides logistics and supply chain management solutions. Serving customers in a wide range of industries, 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, including 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" in our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q 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: the industry-wide decline in demand for paper and related products; adverse impacts of the COVID-19 pandemic; uncertainties as to the structure, timing, benefits and costs of the 2020 Restructuring Plan or any future restructuring plan that the Company may undertake; increased competition from existing and non-traditional sources; adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets impacting our Company and our customers; foreign currency fluctuations; our ability to attract, train and retain highly qualified employees; the effects of work stoppages, union negotiations and labor disputes; the loss of any of our significant customers; changes in business conditions in our international operations; 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; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; changes in trade policies and regulations; inclement weather, widespread outbreak of an illness or responses thereto, 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; 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; regulatory changes and judicial rulings impacting our business; adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; 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 pension and health care costs and participation in multi-employer pension, health and welfare plans; increasing interest rates; our ability to generate sufficient cash to service our debt; our ability to comply with the covenants contained in our debt agreements; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; changes in accounting standards and methodologies; 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, 2020 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,	 	
 	 	2020	 	 	2019	 	 	2020	 	 	2019	 	
Net sales	 	$	1,404.8	 	 	$	1,958.2	 	 	$	3,112.1	 	 	$	3,899.7	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,106.8	 	 	 	1,584.3	 	 	 	2,466.4	 	 	 	3,175.7	 	
Distribution expenses	 	 	99.9	 	 	 	132.0	 	 	 	223.3	 	 	 	262.4	 	
Selling and administrative expenses	 	 	164.4	 	 	 	211.2	 	 	 	368.0	 	 	 	427.3	 	
Depreciation and amortization	 	 	14.3	 	 	 	13.4	 	 	 	28.1	 	 	 	26.2	 	
Integration expenses	 	 	—	 	 	 	4.5	 	 	 	—	 	 	 	8.8	 	
Restructuring charges, net	 	 	32.5	 	 	 	6.9	 	 	 	32.5	 	 	 	9.3	 	
Operating income (loss)	 	 	(13.1	)	 	 	5.9	 	 	 	(6.2	)	 	 	(10.0	)	
Interest expense, net	 	 	7.2	 	 	 	10.2	 	 	 	14.2	 	 	 	21.6	 	
Other (income) expense, net	 	 	(1.3	)	 	 	7.6	 	 	 	(1.4	)	 	 	13.8	 	
Income (loss) before income taxes	 	 	(19.0	)	 	 	(11.9	)	 	 	(19.0	)	 	 	(45.4	)	
Income tax expense (benefit)	 	 	(0.5	)	 	 	(0.6	)	 	 	(0.1	)	 	 	(7.4	)	
Net income (loss)	 	$	(18.5	)	 	$	(11.3	)	 	$	(18.9	)	 	$	(38.0	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted earnings (loss) per share	 	$	(1.16	)	 	$	(0.70	)	 	$	(1.18	)	 	$	(2.37	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	15.91	 	 	 	16.09	 	 	 	16.03	 	 	 	16.01	 	

 

VERITIV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value, unaudited)
     
 	 	June 30, 2020	 	 	December 31, 2019	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	112.4	 	 	$	38.0	 	
Accounts receivable, less allowances of $42.0 and $43.8, respectively	 	 	762.4	 	 	 	910.8	 	
Related party receivable	 	 	3.2	 	 	 	2.8	 	
Inventories	 	 	509.4	 	 	 	552.9	 	
Other current assets	 	 	105.9	 	 	 	126.1	 	
Total current assets	 	 	1,493.3	 	 	 	1,630.6	 	
Property and equipment (net of accumulated depreciation and amortization of $358.4 and $342.6, respectively)	 	 	210.2	 	 	 	216.9	 	
Goodwill	 	 	99.6	 	 	 	99.6	 	
Other intangibles, net	 	 	49.8	 	 	 	52.2	 	
Deferred income tax assets	 	 	54.0	 	 	 	57.0	 	
Other non-current assets	 	 	419.3	 	 	 	454.8	 	
Total assets	 	$	2,326.2	 	 	$	2,511.1	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	441.5	 	 	$	476.9	 	
Related party payable	 	 	3.3	 	 	 	4.3	 	
Accrued payroll and benefits	 	 	38.7	 	 	 	53.9	 	
Other accrued liabilities	 	 	191.7	 	 	 	183.8	 	
Current portion of debt	 	 	14.0	 	 	 	12.6	 	
Total current liabilities	 	 	689.2	 	 	 	731.5	 	
Long-term debt, net of current portion	 	 	652.3	 	 	 	742.4	 	
Defined benefit pension obligations	 	 	14.4	 	 	 	15.7	 	
Other non-current liabilities	 	 	457.3	 	 	 	485.3	 	
Total liabilities	 	 	1,813.2	 	 	 	1,974.9	 	
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 - 16.6 million and 16.4 million, respectively; shares outstanding - 15.9 million and 16.1 million, respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	627.3	 	 	 	618.0	 	
Accumulated (deficit) earnings	 	 	(54.5	)	 	 	(35.3	)	
Accumulated other comprehensive loss	 	 	(42.9	)	 	 	(33.1	)	
Treasury stock at cost - 0.7 million shares in 2020 and 0.3 million shares in 2019	 	 	(17.1	)	 	 	(13.6	)	
Total shareholders' equity	 	 	513.0	 	 	 	536.2	 	
Total liabilities and shareholders' equity	 	$	2,326.2	 	 	$	2,511.1	 	

 

 
VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
 
 	 	Six Months Ended June 30,	 	
 	 	2020	 	 	2019	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(18.9	)	 	$	(38.0	)	
Depreciation and amortization	 	 	28.1	 	 	 	26.2	 	
Amortization and write-off of deferred financing fees	 	 	1.5	 	 	 	1.3	 	
Net losses (gains) on dispositions of property and equipment	 	 	0.3	 	 	 	(0.2	)	
Provision for expected credit losses and doubtful accounts, respectively	 	 	8.7	 	 	 	9.0	 	
Deferred income tax provision (benefit)	 	 	2.4	 	 	 	(9.6	)	
Stock-based compensation	 	 	10.1	 	 	 	9.0	 	
Other non-cash items, net	 	 	3.5	 	 	 	10.2	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	134.7	 	 	 	165.3	 	
Inventories	 	 	37.9	 	 	 	53.6	 	
Other current assets	 	 	15.9	 	 	 	23.7	 	
Accounts payable and related party payable	 	 	0.2	 	 	 	(59.8	)	
Accrued payroll and benefits	 	 	(14.8	)	 	 	(14.6	)	
Other accrued liabilities	 	 	10.1	 	 	 	(6.0	)	
Other	 	 	6.8	 	 	 	12.1	 	
Net cash provided by (used for) operating activities	 	 	226.5	 	 	 	182.2	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(14.7	)	 	 	(14.9	)	
Proceeds from asset sales	 	 	0.7	 	 	 	0.3	 	
Net cash provided by (used for) investing activities	 	 	(14.0	)	 	 	(14.6	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(31.5	)	 	 	15.2	 	
Borrowings of long-term debt	 	 	2,774.2	 	 	 	3,416.1	 	
Repayments of long-term debt	 	 	(2,865.7	)	 	 	(3,592.5	)	
Payments under right-of-use finance leases	 	 	(6.2	)	 	 	(4.2	)	
Deferred financing fees	 	 	(3.4	)	 	 	—	 	
Purchase of treasury stock	 	 	(3.5	)	 	 	—	 	
Payments under Tax Receivable Agreement	 	 	(0.3	)	 	 	(7.8	)	
Other	 	 	(1.1	)	 	 	(2.8	)	
Net cash provided by (used for) financing activities	 	 	(137.5	)	 	 	(176.0	)	
Effect of exchange rate changes on cash	 	 	(0.6	)	 	 	0.2	 	
Net change in cash and cash equivalents	 	 	74.4	 	 	 	(8.2	)	
Cash and cash equivalents at beginning of period	 	 	38.0	 	 	 	64.3	 	
Cash and cash equivalents at end of period	 	$	112.4	 	 	$	56.1	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	1.2	 	 	$	2.1	 	
Cash paid for interest	 	 	12.2	 	 	 	19.9	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment for right-of-use finance leases	 	$	12.6	 	 	$	3.4	 	
Non-cash additions to other non-current assets for right-of-use operating leases	 	 	11.3	 	 	 	62.1	 	

 

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) because we believe investors commonly use Adjusted EBITDA and these other non-GAAP measures as key financial metrics for valuing companies. In addition, the credit agreement governing our 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 and these other non-GAAP measures are not alternative measures of financial performance 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 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,	 	
 	 	2020	 	 	2019	 	 	2020	 	 	2019	 	
Net income (loss)	 	$	(18.5	)	 	$	(11.3	)	 	$	(18.9	)	 	$	(38.0	)	
Interest expense, net	 	 	7.2	 	 	 	10.2	 	 	 	14.2	 	 	 	21.6	 	
Income tax expense (benefit)	 	 	(0.5	)	 	 	(0.6	)	 	 	(0.1	)	 	 	(7.4	)	
Depreciation and amortization	 	 	14.3	 	 	 	13.4	 	 	 	28.1	 	 	 	26.2	 	
EBITDA	 	 	2.5	 	 	 	11.7	 	 	 	23.3	 	 	 	2.4	 	
Restructuring charges, net	 	 	32.5	 	 	 	6.9	 	 	 	32.5	 	 	 	9.3	 	
Facility closure charges, including (gain) loss from asset disposition	 	 	0.6	 	 	 	—	 	 	 	2.0	 	 	 	—	 	
Stock-based compensation	 	 	0.7	 	 	 	4.3	 	 	 	10.1	 	 	 	9.0	 	
LIFO reserve (decrease) increase	 	 	1.7	 	 	 	(0.5	)	 	 	(4.2	)	 	 	2.9	 	
Non-restructuring severance charges	 	 	0.7	 	 	 	1.4	 	 	 	2.4	 	 	 	2.7	 	
Non-restructuring pension charges, net	 	 	0.1	 	 	 	6.6	 	 	 	7.2	 	 	 	6.6	 	
Integration expenses	 	 	—	 	 	 	4.5	 	 	 	—	 	 	 	8.8	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	 	(0.3	)	 	 	0.6	 	 	 	(1.0	)	 	 	1.5	 	
Fair value adjustment on contingent consideration liability	 	 	—	 	 	 	7.7	 	 	 	1.0	 	 	 	13.1	 	
Escheat audit contingent liability	 	 	—	 	 	 	—	 	 	 	—	 	 	 	7.0	 	
Other	 	 	1.3	 	 	 	0.1	 	 	 	2.7	 	 	 	0.4	 	
Adjusted EBITDA	 	$	39.8	 	 	$	43.3	 	 	$	76.0	 	 	$	63.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,404.8	 	 	$	1,958.2	 	 	$	3,112.1	 	 	$	3,899.7	 	
Adjusted EBITDA as a % of net sales	 	 	2.8	%	 	 	2.2	%	 	 	2.4	%	 	 	1.6	%	

 

Table II
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW
(in millions, unaudited)
 
 	 	Three Months Ended
June 30, 2020	 	
Net cash provided by (used for) operating activities	 	$	141.7	 	
Less: Capital expenditures	 	 	(5.8	)	
Free cash flow	 	$	135.9	 	

 

Veritiv Contacts:
 
Investors:  Tom Morabito, 770-391-8451                Media: Kristie Madara, 770-391-8471

 

 
Exhibit 99.2

Second Quarter 2020 Financial Results August 5, 2020 Exhibit 99.2

Tom Morabito Director of Investor Relations 2

Safe Harbor Provision Certain statements contained in this press release regarding Veritiv Corporation’s (the "Company") future operating results, performance, business plans, including 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" in our Annual Report on Form 10 - K and subsequent Quarterly Reports on Form 10 - Q 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 : the industry - wide decline in demand for paper and related products ; adverse impacts of the COVID - 19 pandemic ; uncertainties as to the structure, timing, benefits and costs of the 2020 Restructuring Plan or any future restructuring plan that the Company may undertake ; increased competition from existing and non - traditional sources ; adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets impacting our Company and our customers ; foreign currency fluctuations ; our ability to attract, train and retain highly qualified employees ; the effects of work stoppages, union negotiations and labor disputes ; the loss of any of our significant customers ; changes in business conditions in our international operations ; 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 ; increases in the cost of fuel and third - party freight and the availability of third - party freight providers ; changes in trade policies and regulations ; inclement weather, widespread outbreak of an illness or responses thereto, 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 ; 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 ; regulatory changes and judicial rulings impacting our business ; adverse results from litigation, governmental investigations or audits, or tax - related proceedings or audits ; 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 pension and health care costs and participation in multi - employer pension, health and welfare plans ; increasing interest rates ; our ability to generate sufficient cash to service our debt ; our ability to comply with the covenants contained in our debt agreements ; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time ; changes in accounting standards and methodologies ; 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 presentation beyond the published date, or for changes made to this document by wire 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 three and six months ended June 30 , 2020 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 . 3

Mary Laschinger Chairman & CEO 4

Financial Results (Unaudited) 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 Sales 5 Adjusted EBITDA 1 Net Loss Free Cash Flow 2 2Q20 Actual YOY % Change $1.4B (28.3)% $(18.5)M (63.7)% $39.8M (8.1)% $135.9M 3.7%

Sal Abbate Chief Operating Officer 6

Packaging: • Adjusted EBITDA increased due to our efficiency initiatives, partially offset by the decline in revenue driven by COVID - 19 and challenging market conditions in the industrial sector Facility Solutions: • Adjusted EBITDA positively impacted by our strategic repositioning in 2019 which improved margins, and lowered supply chain and selling expenses Print: • Adjusted EBITDA negatively affected by the revenue decline driven by COVID - 19 and continuing secular pressures Publishing: • Adjusted EBITDA negatively impacted by the revenue decline due to COVID - 19, secular pressures, and an increase in charges for high - risk credit accounts 7 2Q20 Highlights

Steve Smith Chief Financial Officer 8

(Unaudited, Dollars In Millions, Except Per Share Amounts) 2Q20 YOY % Change Three Months Ended June 30 Net sales $1,404.8 (28.3 )% Net sales per shipping day — (28.3 )% Cost of products sold $1,106.8 (30.1 )% Net sales less cost of products sold $298.0 (20.3 )% Net loss $(18.5) (63.7 )% Basic and diluted loss per share $(1.16) (65.7 )% Adjusted EBITDA $39.8 (8.1 )% Adjusted EBITDA as a % of net sales 2.8 % 60 BPS 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. Financial Results 1 Second Quarter 2020 9

Segment Financial Results Second Quarter 2020 10 Facility Solutions Publishing Print 2Q20 Three Months Ended June 30 YOY % Change Net sales $115 (43.4 )% Net sales per shipping day (43.4 )% Adjusted EBITDA $(0.2) (103.6 )% Adj. EBITDA as a % of net sales (0.2 )% (300) BPS 2Q20 Three Months Ended June 30 YOY % Change Net sales $782 (11.3 )% Net sales per shipping day (11.3 )% Adjusted EBITDA $69.9 6.7 % Adj. EBITDA as a % of net sales 8.9 % 150 BPS 2Q20 Three Months Ended June 30 YOY % Change Net sales $203 (35.0 )% Net sales per shipping day (35.0 )% Adjusted EBITDA $11.4 37.3 % Adj. EBITDA as a % of net sales 5.6 % 290 BPS 2Q20 Three Months Ended June 30 YOY % Change Net sales $282 (46.6 )% Net sales per shipping day (46.6 )% Adjusted EBITDA $1.3 (89.4 )% Adj. EBITDA as a % of net sales 0.5 % (180) BPS Packaging (Unaudited, Dollars In Millions)

Capital Structure Capital Allocation Capital Allocation Priorities: • Maintain adequate liquidity and appropriate debt levels • Support restructuring initiatives • Return value to shareholders At the end of June 2020: • The borrowing base availability for the ABL Facility was ~ $0.8B • $580M drawn against the ABL Facility • $246M of available borrowing capacity • Net debt to Adjusted EBITDA: 2.8x utilizing the last twelve months AEBITDA 11 Asset - Based Lending Facility & Capital Allocation

Mary Laschinger Chairman & CEO 12

13 2020 Outlook 2020 Outlook: • Packaging revenue and Adjusted EBITDA expected to be comparable in the second half of the year to the first half • Facility Solutions second half revenue expected to be comparable to the first half of the year, and for Adjusted EBITDA to be slightly weaker • Print and Publishing structural decline expected to continue with an increased risk of bad debt • Consolidated results for the second half of year expected to be below the first half of 2020 and the second half of 2019 due to Print and Publishing's volume declines, pricing risk, and higher bad debt ◦ Expecting strong free cash flow Recent Actions Taken or Being Evaluated: • Reduced U.S. salaried workforce by 15% • Closing certain warehouse facilities • Continue assessing alternatives to restructure our integrated supply chain Given the continued uncertainty caused by the COVID - 19 pandemic, we will not be providing updated financial guidance at this time

Questions 14

Mary Laschinger Chairman & CEO 15

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 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) because we believe investors commonly use Adjusted EBITDA 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 . 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 and these other non - GAAP measures are not alternative measures of financial performance 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 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 . 16

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, 2020 2019 2020 2019 Net income (loss) $ (18.5 ) $ (11.3 ) $ (18.9 ) $ (38.0 ) Interest expense, net 7.2 10.2 14.2 21.6 Income tax expense (benefit) (0.5 ) (0.6 ) (0.1 ) (7.4 ) Depreciation and amortization 14.3 13.4 28.1 26.2 EBITDA 2.5 11.7 23.3 2.4 Restructuring charges, net 32.5 6.9 32.5 9.3 Facility closure charges, including (gain) loss from asset disposition 0.6 — 2.0 — Stock - based compensation 0.7 4.3 10.1 9.0 LIFO reserve (decrease) increase 1.7 (0.5 ) (4.2 ) 2.9 Non - restructuring severance charges 0.7 1.4 2.4 2.7 Non - restructuring pension charges, net 0.1 6.6 7.2 6.6 Integration expenses — 4.5 — 8.8 Fair value adjustment on Tax Receivable Agreement contingent liability (0.3 ) 0.6 (1.0 ) 1.5 Fair value adjustment on contingent consideration liability — 7.7 1.0 13.1 Escheat audit contingent liability — — — 7.0 Other 1.3 0.1 2.7 0.4 Adjusted EBITDA $ 39.8 $ 43.3 $ 76.0 $ 63.7 Net sales $ 1,404.8 $ 1,958.2 $ 3,112.1 $ 3,899.7 Adjusted EBITDA as a % of net sales 2.8 % 2.2 % 2.4 % 1.6 % Appendix: Reconciliation of Non - GAAP Financial Measures 17

18 Appendix: Reconciliation of Non - GAAP Financial Measures Table II VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES FREE CASH FLOW (in millions, unaudited) Three Months Ended June 30, 2020 Net cash provided by (used for) operating activities $ 141.7 Less: Capital expenditures (5.8 ) Free cash flow $ 135.9

19 Appendix: Reconciliation of Non - GAAP Financial Measures Table III VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) June 30, 2020 Amount drawn on ABL Facility $ 580.4 Less: Cash and cash equivalents (112.4 ) Net debt 468.0 Last Twelve Months Adjusted EBITDA $ 168.2 Net debt to Adjusted EBITDA 2.8x Last Twelve Months June 30, 2020 Net income (loss) $ (10.4 ) Interest expense, net 30.7 Income tax expense (benefit) 8.0 Depreciation and amortization 55.4 EBITDA 83.7 Restructuring charges, net 52.0 Facility closure charges, including (gain) loss from asset disposition 2.0 Stock - based compensation 15.7 LIFO reserve (decrease) increase (10.8 ) Non - restructuring severance charges 8.1 Non - restructuring pension charges, net 7.2 Integration expenses 8.7 Fair value adjustment on Tax Receivable Agreement contingent liability (2.2 ) Fair value adjustment on contingent consideration liability 1.0 Escheat audit contingent liability (3.3 ) Other 6.1 Adjusted EBITDA $ 168.2

Second Quarter 2020 Financial Results August 5, 2020