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): May 5, 2021 (May 5, 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 May 5, 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 months ended March 31, 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 May 5, 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 months ended March 31, 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 May 5, 2021.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued May 5, 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:	May 5, 2021                       	 	/s/ Mark W. Hianik	
 	 	 	Mark W. Hianik	
 	 	 	Senior Vice President, General Counsel & Corporate Secretary	

 

 
Exhibit 99.1

 
Veritiv Announces Record First
Quarter 2021 Net Income and Adjusted EBITDA
 
Reports First Quarter Net Sales of $1.6 Billion,
Record First Quarter Net Income of $21.3 Million,
Basic and Diluted Earnings per Share of $1.34 and $1.28, respectively,
Record First Quarter Adjusted EBITDA of $59.5 Million, and
Record Low Net Leverage Ratio of 2.0x

 
ATLANTA (May 5, 2021) – Veritiv Corporation (NYSE: VRTV), a full-service provider of business-to-business distribution solutions, today announced financial results for the first quarter ended March 31, 2021.
 
“We started 2021 with record first quarter earnings driven by continued Packaging sales growth and operational efficiencies implemented across the Company,” said Sal Abbate, Chief Executive Officer. “Our earnings momentum, fueled by the execution of our multi-year strategy to drive profitable growth, continued into the first quarter.”
 
For the three months ended March 31, 2021, compared to the three months ended March 31, 2020:
	•	Net sales were $1.6 billion, a decrease of 8.7% from the prior year.	
	•	Income before income taxes was $30.4 million, compared to $0.0 million in the prior year.	
	•	Net income was $21.3 million, compared to net loss of $(0.4) million in the prior year. Net restructuring charges were $4.3 million in the first quarter of 2021 compared to none in the prior year.	
	•	Basic and diluted earnings per share were $1.34 and $1.28, respectively, compared to a loss for both basic and diluted earnings per share of $(0.02) in the prior year.	
	•	Adjusted EBITDA was $59.5 million, an increase of 64.4% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 3.8%, an increase of 170 basis points from the prior year.	
 
For the three months ended March 31, 2021, net cash provided by operating activities was $13.2 million and free cash flow was $6.9 million.
 
“Our disciplined working capital management and rapid net leverage reduction over the last two years, in combination with our strong earnings prospects for 2021, enabled the Company to purchase approximately $25 million of our shares in the first quarter as part of our previously authorized share repurchase program,” said Stephen Smith, Senior Vice President and Chief Financial Officer. “Due in part to our share repurchase activities in the first quarter, a historically large shareholder, UWW Holdings, LLC, has completely exited its long-term position.”

 

2021 Revised Guidance
 
Given the strong financial performance in the first quarter, the Company is increasing guidance for full year 2021. Income before taxes for full year 2021 is expected to be in the range of $95 to $115 million and Adjusted EBITDA in the range of $220 to $240 million. Free cash flow for 2021 is still expected to be at least $75 million and capital expenditures for the year are still estimated to be approximately $35 million.
 
Veritiv Corporation will host a conference call and webcast today, May 5, 2021, at 9 a.m. (ET) to discuss its first 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 1893453. 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.
 
A reconciliation of the forecasted full year 2021 Adjusted EBITDA guidance range cannot be provided without unreasonable efforts due to the uncertainty and variability on a forward-looking basis of certain items that impact net income including, but not limited to, restructuring charges, LIFO reserves, and taxes, any of which may be significant. In addition, the Company believes such a reconciliation would imply a degree of precision that would be confusing or misleading to investors.
 
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 months ended March 31, 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
March 31,
	 	
 	 	2021	 	 	2020	 	
Net sales	 	$	1,559.3	 	 	$	1,707.3	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,238.1	 	 	 	1,359.6	 	
Distribution expenses	 	 	101.5	 	 	 	123.4	 	
Selling and administrative expenses	 	 	166.4	 	 	 	203.6	 	
Depreciation and amortization	 	 	14.5	 	 	 	13.8	 	
Restructuring charges, net	 	 	4.3	 	 	 	—	 	
Operating income (loss)	 	 	34.5	 	 	 	6.9	 	
Interest expense, net	 	 	5.1	 	 	 	7.0	 	
Other (income) expense, net	 	 	(1.0	)	 	 	(0.1	)	
Income (loss) before income taxes	 	 	30.4	 	 	 	0.0	 	
Income tax expense (benefit)	 	 	9.1	 	 	 	0.4	 	
Net income (loss)	 	$	21.3	 	 	$	(0.4	)	
 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	
Basic earnings (loss) per share	 	$	1.34	 	 	$	(0.02	)	
Diluted earnings (loss) per share	 	$	1.28	 	 	$	(0.02	)	
 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding:	 	 	 	 	 	 	 	 	
Basic	 	 	15.88	 	 	 	16.16	 	
Diluted	 	 	16.66	 	 	 	16.16	 	

 

 
VERITIV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value, unaudited)
 
 	 	March 31, 2021	 	 	December 31, 2020	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	109.0	 	 	$	120.6	 	
Accounts receivable, less allowances of $41.1 and $41.6, respectively	 	 	853.3	 	 	 	849.5	 	
Inventories	 	 	493.5	 	 	 	465.4	 	
Other current assets	 	 	118.2	 	 	 	119.5	 	
Total current assets	 	 	1,574.0	 	 	 	1,555.0	 	
Property and equipment (net of accumulated depreciation and amortization of $382.4 and $375.9, respectively)	 	 	182.9	 	 	 	194.7	 	
Goodwill	 	 	99.6	 	 	 	99.6	 	
Other intangibles, net	 	 	46.3	 	 	 	47.4	 	
Deferred income tax assets	 	 	56.9	 	 	 	60.0	 	
Other non-current assets	 	 	369.0	 	 	 	378.3	 	
Total assets	 	$	2,328.7	 	 	$	2,335.0	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	513.4	 	 	$	471.9	 	
Accrued payroll and benefits	 	 	50.8	 	 	 	80.6	 	
Other accrued liabilities	 	 	167.5	 	 	 	182.2	 	
Current portion of debt	 	 	14.9	 	 	 	14.7	 	
Total current liabilities	 	 	746.6	 	 	 	749.4	 	
Long-term debt, net of current portion	 	 	600.7	 	 	 	589.1	 	
Defined benefit pension obligations	 	 	17.6	 	 	 	18.2	 	
Other non-current liabilities	 	 	386.4	 	 	 	395.2	 	
Total liabilities	 	 	1,751.3	 	 	 	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 - 16.8 million and 16.6 million, respectively; shares outstanding - 15.5 million and 15.9 million, respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	632.8	 	 	 	634.9	 	
Accumulated earnings (deficit)	 	 	19.9	 	 	 	(1.4	)	
Accumulated other comprehensive loss	 	 	(33.8	)	 	 	(33.5	)	
Treasury stock at cost - 1.3 million shares in 2021 and 0.7 million shares in 2020	 	 	(41.7	)	 	 	(17.1	)	
Total shareholders' equity	 	 	577.4	 	 	 	583.1	 	
Total liabilities and shareholders' equity	 	$	2,328.7	 	 	$	2,335.0	 	

 

VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
 
 	 	Three Months Ended
March 31,	 	
 	 	2021	 	 	2020	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	21.3	 	 	$	(0.4	)	
Depreciation and amortization	 	 	14.5	 	 	 	13.8	 	
Amortization and write-off of deferred financing fees	 	 	0.3	 	 	 	0.6	 	
Net losses (gains) on disposition of assets and sale of a business	 	 	(2.2	)	 	 	0.1	 	
Provision for expected credit losses	 	 	0.9	 	 	 	4.4	 	
Deferred income tax provision (benefit)	 	 	3.1	 	 	 	5.2	 	
Stock-based compensation	 	 	1.2	 	 	 	9.4	 	
Other non-cash items, net	 	 	0.8	 	 	 	2.6	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	(10.3	)	 	 	(19.6	)	
Inventories	 	 	(30.7	)	 	 	38.5	 	
Other current assets	 	 	1.7	 	 	 	1.2	 	
Accounts payable and related party payable	 	 	54.3	 	 	 	50.9	 	
Accrued payroll and benefits	 	 	(29.8	)	 	 	(13.2	)	
Other accrued liabilities	 	 	(10.9	)	 	 	(8.8	)	
Other	 	 	(1.0	)	 	 	0.1	 	
Net cash provided by (used for) operating activities	 	 	13.2	 	 	 	84.8	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(6.3	)	 	 	(8.9	)	
Proceeds from asset sales and sale of a business	 	 	8.0	 	 	 	0.7	 	
Net cash provided by (used for) investing activities	 	 	1.7	 	 	 	(8.2	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(9.2	)	 	 	(24.7	)	
Borrowings of long-term debt	 	 	1,392.8	 	 	 	1,479.8	 	
Repayments of long-term debt	 	 	(1,378.9	)	 	 	(1,483.6	)	
Payments under right-of-use finance leases	 	 	(3.3	)	 	 	(2.9	)	
Purchase of treasury stock	 	 	(24.6	)	 	 	(3.5	)	
Payments under Tax Receivable Agreement	 	 	—	 	 	 	(0.3	)	
Payments under other contingent consideration	 	 	—	 	 	 	(3.5	)	
Other	 	 	(2.9	)	 	 	(0.5	)	
Net cash provided by (used for) financing activities	 	 	(26.1	)	 	 	(39.2	)	
Effect of exchange rate changes on cash	 	 	(0.4	)	 	 	(0.8	)	
Net change in cash and cash equivalents	 	 	(11.6	)	 	 	36.6	 	
Cash and cash equivalents at beginning of period	 	 	120.6	 	 	 	38.0	 	
Cash and cash equivalents at end of period	 	$	109.0	 	 	$	74.6	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	11.2	 	 	$	0.6	 	
Cash paid for interest	 	 	4.6	 	 	 	6.2	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment for right-of-use finance leases	 	$	0.2	 	 	$	11.2	 	
Non-cash additions to other non-current assets for right-of-use operating leases	 	 	11.3	 	 	 	10.8	 	

 

 
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
March 31, 	 	
 	 	2021	 	 	2020	 	
Net income (loss)	 	$	21.3	 	 	$	(0.4	)	
Interest expense, net	 	 	5.1	 	 	 	7.0	 	
Income tax expense (benefit)	 	 	9.1	 	 	 	0.4	 	
Depreciation and amortization	 	 	14.5	 	 	 	13.8	 	
EBITDA	 	 	50.0	 	 	 	20.8	 	
Restructuring charges, net	 	 	4.3	 	 	 	—	 	
Facility closure charges, including (gain) loss from asset disposition	 	 	0.3	 	 	 	1.4	 	
Stock-based compensation	 	 	1.2	 	 	 	9.4	 	
LIFO reserve (decrease) increase	 	 	5.1	 	 	 	(5.9	)	
Non-restructuring severance charges	 	 	0.8	 	 	 	1.7	 	
Non-restructuring pension charges, net	 	 	—	 	 	 	7.1	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	 	—	 	 	 	(0.7	)	
Fair value adjustment on contingent consideration liability	 	 	—	 	 	 	1.0	 	
Other	 	 	(2.2	)	 	 	1.4	 	
Adjusted EBITDA	 	$	59.5	 	 	$	36.2	 	
 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,559.3	 	 	$	1,707.3	 	
Adjusted EBITDA as a % of net sales	 	 	3.8	%	 	 	2.1	%	

 

Table II	
VERITIV CORPORATION	
RECONCILIATION OF NON-GAAP MEASURES	
FREE CASH FLOW	
(in millions, unaudited)	
 	 	 	 	
 	 	Three Months Ended
March 31, 2021	 	
Net cash provided by (used for) operating activities	 	$	13.2	 	
Less: Capital expenditures	 	 	(6.3	)	
Free cash flow	 	$	6.9	 	

 

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 $110	 	
Less: Capital expenditures	 	 	(35	)	
Free cash flow	 		at least $75	 	

 

 
Table III	
VERITIV CORPORATION	
RECONCILIATION OF NON-GAAP MEASURES	
NET DEBT TO ADJUSTED EBITDA	
(in millions, unaudited)	
 	 	March 31, 2021	 	
Amount drawn on ABL Facility	 	$	534.5	 	
Less: Cash and cash equivalents	 	 	(109.0	)	
Net debt	 	$	425.5	 	
 	 	 	 	 	
Last Twelve Months Adjusted EBITDA	 	$	210.9	 	
 	 	 	 	 	
Net debt to Adjusted EBITDA	 	 	2.0	x	

 	 	Last Twelve Months	 	
 	 	March 31, 2021	 	
Net income (loss)	 	$	55.9	 	
Interest expense, net	 	 	23.2	 	
Income tax expense (benefit)	 	 	17.5	 	
Depreciation and amortization	 	 	58.4	 	
EBITDA	 	 	155.0	 	
Restructuring charges, net	 	 	56.5	 	
Facility closure charges, including (gain) loss from asset disposition	 	 	(4.8	)	
Stock-based compensation	 	 	9.5	 	
LIFO reserve (decrease) increase	 	 	9.5	 	
Non-restructuring severance charges	 	 	3.2	 	
Non-restructuring pension charges, net	 	 	0.1	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	 	(18.4	)	
Escheat audit contingent liability	 	 	(0.2	)	
Other	 	 	0.5	 	
Adjusted EBITDA	 	$	210.9	 	

 

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

 

 

1 FIRST QUARTER 2021 FINANCIAL RESULTS May 5, 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 March 31, 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

Net Sales Financial Results First Quarter 2021 5 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Year - over - year variance percentage not meaningful because prior year figure was negative. $ 1.6B $ 1.7B (8.7)% 1Q21 1Q20 Variance Net Income (Loss) $21.3M $(0.4M) NM 2 Adjusted EBITDA 1 $ 59.5M $36.2M 64.4% Adjusted EBITDA as % of Net Sales 3.8% 2.1% 170 bps

STEVE SMITH Chief Financial Officer

1Q 2021 Adj. EBITDA Adj. EBITDA % of Net Sales Change from PY Change from PY $78M 9.1% +30.9% +170 bps $12M 5.6% +27.8% +210 bps $12M 3.8% +9.8% +130 bps $5M 3.4% +41.7% +120 bps Corporate & Other ($47M) $60M 3.8% +64.4% +170 bps Veritiv Consolidated Packaging Facility Solutions Print Publishing Segment and Consolidated Financial Results First Quarter 2021 7 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 1

Asset - Based Lending Facility & Capital Allocation First Quarter 2021 8 Capital Structure Capital Allocation Priorities: • Maintain adequate liquidity and appropriate debt levels • Invest in the business • Support restructuring initiatives • Return value to shareholders At the end of March 2021 : • $ 534M drawn against the ABL Facility • $ 344M of available borrowing capacity • N et debt to Adjusted EBITDA 1 : 2.0x utilizing the last twelve months AEBITDA Capital Allocation 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures.

SAL ABBATE Chief Executive Officer

Comments : • 2020 Restructuring Plan on time and on budget • Packaging growth expected to remain strong for first half of year and resume historical patterns in second half • Free cash flow and capital expenditures remain same as original guidance and on track Revised Outlook Full Year 2021 10 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. Income Before Taxes (Income or Loss Before Income Taxes) $95 - $115 Million Adjusted EBITDA 1 $220 – $240 Million Free Cash Flow 1,2 At least $75 Million Capital Expenditures Approximately $35 Million

Questions 11

12 Sustainability & Corporate Responsibility • Continued improvement in our sustainability and corporate responsibility initiatives • 2020 Corporate Social Responsibility report published in April 2021 • Established sustainability working group in 2020 to guide company’s efforts • Partner closely with suppliers and customer to be careful stewards, together

Appendix Reconciliation of Non - GAAP Financial Measures 13 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. A reconciliation of the forecasted full year 2021 Adjusted EBITDA guidance range cannot be provided without unreasonable effo rts due to the uncertainty and variability on a forward - looking basis of certain items that impact net income including, but not limited to, restructuring charges, LIFO reserves, and taxes, any of which may be significant. In addition, the Company believes such a reconciliation would imply a degree of prec isi on that would be confusing or misleading to investors.

14 Appendix Reconciliation of Non - GAAP Financial Measures

15 Appendix Reconciliation of Non - GAAP Financial Measures

16 Appendix Reconciliation of Non - GAAP Financial Measures

17 Appendix Reconciliation of Non - GAAP Financial Measures

18 FIRST QUARTER 2021 FINANCIAL RESULTS (UNAUDITED) May 5, 2021