UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 20142015

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number: 0-10653

 

UNITED STATIONERSESSENDANT INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

36-3141189

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015-2559

(847) 627-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

On October 17, 2014,July 20, 2015, the registrant had outstanding 38,899,71038,007,081 shares of common stock, par value $0.10 per share.

 

 

 

 

 


UNITED STATIONERSESSENDANT INC.

FORM 10-Q

For the Quarterly Period Ended SeptemberJune 30, 20142015

TABLE OF CONTENTS

 

 

  

Page No.

PART I — FINANCIAL INFORMATION

  

 

 

Item 1. Financial Statements (Unaudited)

  

 

 

Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20142015 and December 31, 20132014

  

3

 

Condensed Consolidated Statements of Income for the Three Months and NineSix Months Ended SeptemberJune 30, 20142015 and 20132014

  

4

 

Condensed Consolidated Statements of Comprehensive Income for the Three Months and NineSix Months Ended SeptemberJune 30, 20142015 and 20132014

  

5

 

Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 20142015 and 20132014

  

6

 

Notes to Condensed Consolidated Financial Statements

  

7

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

1817

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  

25

 

Item 4. Controls and Procedures

  

25

 

PART II — OTHER INFORMATION

  

 

 

Item 1. Legal Proceedings

  

2625

 

Item 1A. Risk Factors

  

2625

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  

26

 

Item 6. Exhibits

  

27

 

SIGNATURES

  

28

 

 

 

2


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                PARTPART I – FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

UNITED STATIONERSESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

(Unaudited)

 

 

(Audited)

 

(Unaudited)

 

 

(Audited)

 

As of  September 30,

 

 

As of December 31,

 

As of  June 30,

 

 

As of December 31,

 

2014

 

 

2013

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

24,838

 

 

$

22,326

 

$

29,935

 

 

$

20,812

 

Accounts receivable, less allowance for doubtful accounts of $20,168 in 2014 and $20,608 in 2013

 

749,415

 

 

 

643,379

 

Accounts receivable, less allowance for doubtful accounts of $18,157 in 2015 and $19,725 in 2014

 

667,062

 

 

 

702,527

 

Inventories

 

796,325

 

 

 

830,295

 

 

875,465

 

 

 

926,809

 

Assets related to held for sale disposal group

 

7,880

 

 

 

-

 

Other current assets

 

20,599

 

 

 

29,255

 

 

29,595

 

 

 

30,042

 

Total current assets

 

1,591,177

 

 

 

1,525,255

 

 

1,609,937

 

 

 

1,680,190

 

Property, plant and equipment, net

 

133,076

 

 

 

143,050

 

 

130,216

 

 

 

138,217

 

Goodwill

 

381,687

 

 

 

356,811

 

 

402,545

 

 

 

398,042

 

Intangible assets, net

 

72,499

 

 

 

65,502

 

 

88,622

 

 

 

111,958

 

Other long-term assets

 

24,372

 

 

 

25,576

 

 

48,439

 

 

 

41,810

 

Total assets

$

2,202,811

 

 

$

2,116,194

 

$

2,279,759

 

 

$

2,370,217

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

515,350

 

 

$

476,113

 

$

465,953

 

 

$

485,241

 

Accrued liabilities

 

189,224

 

 

 

191,531

 

 

190,257

 

 

 

192,792

 

Liabilities related to held for sale disposal group

 

7,169

 

 

 

-

 

Current maturities of long-term debt

 

894

 

 

 

373

 

 

28

 

 

 

851

 

Total current liabilities

 

705,468

 

 

 

668,017

 

 

663,407

 

 

 

678,884

 

Deferred income taxes

 

28,265

 

 

 

29,552

 

 

12,362

 

 

 

17,763

 

Long-term debt

 

545,009

 

 

 

533,324

 

 

661,143

 

 

 

713,058

 

Other long-term liabilities

 

60,500

 

 

 

59,787

 

 

102,577

 

 

 

104,394

 

Total liabilities

 

1,339,242

 

 

 

1,290,680

 

 

1,439,489

 

 

 

1,514,099

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2014 and 2013

 

7,444

 

 

 

7,444

 

Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2015 and 2014

 

7,444

 

 

 

7,444

 

Additional paid-in capital

 

410,303

 

 

 

411,954

 

 

411,504

 

 

 

412,291

 

Treasury stock, at cost – 35,562,874 shares in 2014 and 34,714,083 shares in 2013

 

(1,035,570

)

 

 

(998,234

)

Treasury stock, at cost – 36,349,375 shares in 2015 and 35,719,041 shares in 2014

 

(1,070,183

)

 

 

(1,042,501

)

Retained earnings

 

1,521,230

 

 

 

1,444,238

 

 

1,557,281

 

 

 

1,541,675

 

Accumulated other comprehensive loss

 

(39,838

)

 

 

(39,888

)

 

(65,776

)

 

 

(62,791

)

Total stockholders’ equity

 

863,569

 

 

 

825,514

 

 

840,270

 

 

 

856,118

 

Total liabilities and stockholders’ equity

$

2,202,811

 

 

$

2,116,194

 

$

2,279,759

 

 

$

2,370,217

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

3


UNITED STATIONERSESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

For the Three Months Ended

 

 

For the Six Months Ended

 

September 30,

 

 

September 30,

 

June 30,

 

 

June 30,

 

2014

 

 

2013

 

 

2014

 

 

2013

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net sales

$

1,419,947

 

 

$

1,336,676

 

 

$

3,994,123

 

 

$

3,861,655

 

$

1,341,799

 

 

$

1,320,037

 

 

$

2,674,174

 

 

$

2,574,176

 

Cost of goods sold

 

1,208,919

 

 

 

1,133,015

 

 

 

3,396,552

 

 

 

3,267,533

 

 

1,129,737

 

 

 

1,120,577

 

 

 

2,257,662

 

 

 

2,187,633

 

Gross profit

 

211,028

 

 

 

203,661

 

 

 

597,571

 

 

 

594,122

 

 

212,062

 

 

 

199,460

 

 

 

416,512

 

 

 

386,543

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehousing, marketing and administrative expenses

 

146,560

 

 

 

136,265

 

 

 

437,595

 

 

 

442,558

 

 

158,159

 

 

 

142,186

 

 

 

356,531

 

 

 

291,035

 

Operating income

 

64,468

 

 

 

67,396

 

 

 

159,976

 

 

 

151,564

 

 

53,903

 

 

 

57,274

 

 

 

59,981

 

 

 

95,508

 

Interest expense, net

 

3,992

 

 

 

2,734

 

 

 

11,199

 

 

 

8,703

 

 

4,778

 

 

 

3,833

 

 

 

9,617

 

 

 

7,207

 

Income before income taxes

 

60,476

 

 

 

64,662

 

 

 

148,777

 

 

 

142,861

 

 

49,125

 

 

 

53,441

 

 

 

50,364

 

 

 

88,301

 

Income tax expense

 

22,307

 

 

 

24,161

 

 

 

55,420

 

 

 

53,816

 

 

18,864

 

 

 

20,110

 

 

 

24,095

 

 

 

33,113

 

Net income

$

38,169

 

 

$

40,501

 

 

$

93,357

 

 

$

89,045

 

$

30,261

 

 

$

33,331

 

 

$

26,269

 

 

$

55,188

 

Net income per share - basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.80

 

 

$

0.86

 

 

$

0.69

 

 

$

1.41

 

Net income per share - basic

$

0.99

 

 

$

1.03

 

 

$

2.41

 

 

$

2.24

 

Average number of common shares outstanding - basic

 

38,450

 

 

 

39,468

 

 

 

38,817

 

 

 

39,732

 

 

37,765

 

 

 

38,816

 

 

 

37,939

 

 

 

39,004

 

Net income per share - diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.79

 

 

$

0.85

 

 

$

0.69

 

 

$

1.40

 

Net income per share - diluted

$

0.98

 

 

$

1.01

 

 

$

2.38

 

 

$

2.21

 

Average number of common shares outstanding - diluted

 

38,884

 

 

 

40,031

 

 

 

39,244

 

 

 

40,331

 

 

38,106

 

 

 

39,226

 

 

 

38,317

 

 

 

39,435

 

Dividends declared per share

$

0.14

 

 

$

0.14

 

 

$

0.42

 

 

$

0.42

 

$

0.14

 

 

$

0.14

 

 

$

0.28

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

4


UNITED STATIONERSESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income

$

30,261

 

 

$

33,331

 

 

$

26,269

 

 

$

55,188

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       Unrealized translation adjustment

 

209

 

 

 

562

 

 

 

(4,421

)

 

 

17

 

       Minimum pension liability adjustments

 

932

 

 

 

580

 

 

 

1,864

 

 

 

1,161

 

       Unrealized interest rate swap adjustments

 

48

 

 

 

(626

)

 

 

(428

)

 

 

(785

)

Total other comprehensive gain (loss), net of tax

 

1,189

 

 

 

516

 

 

 

(2,985

)

 

 

393

 

Comprehensive income

$

31,450

 

 

$

33,847

 

 

$

23,284

 

 

$

55,581

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Net income

$

38,169

 

 

$

40,501

 

 

$

93,357

 

 

$

89,045

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       Unrealized translation adjustment

 

(1,395

)

 

 

(111

)

 

 

(1,378

)

 

 

(751

)

       Minimum pension liability adjustments

 

606

 

 

 

994

 

 

 

1,767

 

 

 

2,982

 

       Unrealized interest rate swap adjustments

 

446

 

 

 

(1,152

)

 

 

(339

)

 

 

2,150

 

Total other comprehensive income, net of tax

 

(343

)

 

 

(269

)

 

 

50

 

 

 

4,381

 

Comprehensive income

$

37,826

 

 

$

40,232

 

 

$

93,407

 

 

$

93,426

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to condensed consolidated financial statements.

5


UNITED STATIONERSESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

 

For the Nine Months Ended

 

For the Six Months Ended

 

September 30,

 

June 30,

 

2014

 

 

2013

 

2015

 

 

2014

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

93,357

 

 

$

89,045

 

$

26,269

 

 

$

55,188

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

29,699

 

 

 

29,236

 

 

24,198

 

 

 

19,430

 

Share-based compensation

 

5,935

 

 

 

7,526

 

 

3,268

 

 

 

4,294

 

Loss (gain) on the disposition of property, plant and equipment

 

97

 

 

 

(108

)

Loss on the disposition of property, plant and equipment

 

57

 

 

 

96

 

Amortization of capitalized financing costs

 

657

 

 

 

687

 

 

451

 

 

 

460

 

Excess tax benefits related to share-based compensation

 

(1,166

)

 

 

(3,223

)

 

(433

)

 

 

(638

)

Asset impairment charges

 

24,034

 

 

 

-

 

Deferred income taxes

 

(7,618

)

 

 

(8,214

)

 

(8,365

)

 

 

(5,317

)

Changes in operating assets and liabilities (net of acquisitions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase in accounts receivable, net

 

(104,540

)

 

 

(36,855

)

Decrease (increase) in accounts receivable, net

 

28,330

 

 

 

(17,650

)

Decrease in inventory

 

46,591

 

 

 

40,936

 

 

44,984

 

 

 

39,290

 

Decrease in other assets

 

10,000

 

 

 

1,612

 

Increase (decrease) in accounts payable

 

24,663

 

 

 

(24,677

)

Increase in other assets

 

(10,173

)

 

 

(2,765

)

Increase in accounts payable

 

3,152

 

 

 

21,961

 

Decrease in checks in-transit

 

(2,679

)

 

 

(835

)

 

(19,240

)

 

 

(28,545

)

Increase (decrease) in accrued liabilities

 

3,438

 

 

 

(7,569

)

Decrease (increase) in accrued liabilities

 

4,794

 

 

 

(1,106

)

Decrease in other liabilities

 

(4,768

)

 

 

(8,120

)

 

(478

)

 

 

(5,809

)

Net cash provided by operating activities

 

93,666

 

 

 

79,441

 

 

120,848

 

 

 

78,889

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(15,431

)

 

 

(22,822

)

 

(11,931

)

 

 

(10,335

)

Proceeds from the disposition of property, plant and equipment

 

872

 

 

 

3,522

 

 

18

 

 

 

869

 

Acquisition, net of cash acquired

 

(26,725

)

 

 

-

 

 

(532

)

 

 

(26,161

)

Net cash used in investing activities

 

(41,284

)

 

 

(19,300

)

 

(12,445

)

 

 

(35,627

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net repayments under revolving credit facility

 

(12,094

)

 

 

(66,891

)

 

(52,738

)

 

 

(14,489

)

Borrowings under Receivables Securitization Program

 

9,300

 

 

 

50,000

 

 

-

 

 

 

9,300

 

Repayment of debt

 

(135,000

)

 

 

-

 

 

-

 

 

 

(135,000

)

Proceeds from the issuance of debt

 

150,000

 

 

 

-

 

 

-

 

 

 

150,000

 

Net (disbursements) proceeds from share-based compensation arrangements

 

(3,142

)

 

 

18,143

 

Net disbursements from share-based compensation arrangements

 

(759

)

 

 

(1,788

)

Acquisition of treasury stock, at cost

 

(43,037

)

 

 

(46,984

)

 

(31,227

)

 

 

(31,152

)

Payment of cash dividends

 

(16,407

)

 

 

(16,764

)

 

(10,699

)

 

 

(10,991

)

Excess tax benefits related to share-based compensation

 

1,166

 

 

 

3,223

 

 

433

 

 

 

638

 

Payment of debt issuance costs

 

(623

)

 

 

(1,680

)

 

(36

)

 

 

(615

)

Net cash used in financing activities

 

(49,837

)

 

 

(60,953

)

 

(95,026

)

 

 

(34,097

)

Effect of exchange rate changes on cash and cash equivalents

 

(33

)

 

 

36

 

 

(135

)

 

 

4

 

Transfer of cash to held for sale

 

(4,119

)

 

 

-

 

Net change in cash and cash equivalents

 

2,512

 

 

 

(776

)

 

9,123

 

 

 

9,169

 

Cash and cash equivalents, beginning of period

 

22,326

 

 

 

30,919

 

 

20,812

 

 

 

22,326

 

Cash and cash equivalents, end of period

$

24,838

 

 

$

30,143

 

$

29,935

 

 

$

31,495

 

Other Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax payments, net

$

55,867

 

 

$

60,342

 

$

31,618

 

 

$

25,236

 

Interest paid

 

9,838

 

 

 

9,806

 

 

9,451

 

 

 

4,621

 

 

 

See notes to condensed consolidated financial statements.

 


6


UNITED STATIONERSESSENDANT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements represent Essendant Inc. (“ESND”) (formerly known as United Stationers Inc. (“USI”) with its wholly owned subsidiary Essendant Co. (formerly known as United Stationers Supply Co. (“USSC”), and USSC’sEssendant Co’s subsidiaries (collectively, “United”“Essendant” or the “Company”). The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of USIESND and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company operates in a single reportable segment as a leading distributor of businessworkplace essentials.

The accompanying Condensed Consolidated Financial Statements are unaudited, except for the Condensed Consolidated Balance Sheet as of December 31, 2013,2014, which was derived from the December 31, 20132014 audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 20132014 for further information.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of UnitedEssendant at SeptemberJune 30, 20142015 and the results of operations and cash flows for the ninesix months ended SeptemberJune 30, 20142015 and 2013.2014. The results of operations for the three months and ninesix months ended SeptemberJune 30, 20142015 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year.

Inventory

Approximately 74% and 76% of total inventory as of September 30, 2014 and December 31, 2013, respectively has been valued underThe Company used the last-in, first-out (“LIFO”) accounting method.method for valuing approximately 77% and 74% of its total inventory as of June 30, 2015 and December 31, 2014, respectively. The remaining inventory iswas valued under the first-in, first-out (“FIFO”) accounting method. An actual valuation of inventory under the LIFO method can be made only at the end of each fiscal year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs, and are subject to the final year-end LIFO inventory valuation.  Inventory valued under the FIFO and LIFO accounting methods iswas recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $117.3$124.2 million and $112.4$118.6 million higher than reported as of SeptemberJune 30, 20142015 and December 31, 2013,2014, respectively.

The nine-monthsix-month change in the LIFO reserve as of SeptemberJune 30, 20142015 resulted in a $4.9$5.6 million increase in cost of goods sold related to 2015 inflation. The six-month change in the LIFO reserves as of June 30, 2014 resulted in a $1.6 million increase in costs of goods sold which included a LIFO liquidationliquidations relating to decrements in the Company’s office products and furniture pools. These decrementspools which resulted in a $3.4 million liquidation of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases.purchases in 2014.  This liquidation resulted in LIFO income of $3.4 million, which was more than offset by LIFO expense of $8.3$5.0 million related to current2014 inflation.

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition, and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. This ASU is effective for fiscal years beginning after December 15,April 2015, and for interim periods within those fiscal years. This new standard will not have an effect on the Company’s consolidated financial statements as it is in alignment with the Company’s current accounting policies for equity based compensation.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, that simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. The ASU will be effective for Essendant financial statements issued for fiscal years beginning after December 15, 2015, and early application is permitted. The Company is currently evaluating the timing of implementation of the new guidance but expect it will have an immaterial impact on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, that provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. This ASU will be effective for Essendant for annual periods beginning after December 15, 2015, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.

7


In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. This standard is effective for fiscal years beginning after December 15, 2016,2017, including interim periods within that reporting period. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.

7


In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). This ASU requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as either a reduction to a deferred tax asset or separately as a liability depending on the existence, availability and/or use of an operating loss carry forward, a similar tax loss, or a tax credit carry forward. This ASU was effective for the Company beginning in the first quarter of 2014. There was no impact on the Company’s financial condition or results of operations due to the adoption of this standard.2. Acquisitions and Dispositions

Acquisition of CPO Commerce, Inc.

On May 30, 2014, USSCEssendant Co. completed the acquisition of CPO, Commerce, Inc. (“CPO”), a leading online retailer of brand name power tools and equipment. The acquisition of CPO will significantly expandexpanded the Company’s digital resources and capabilities to support customersresellers as they transition to an increasingly online environment. CPO’s expertise will strengthen Essendant’s ability to offer features like improved product content, real-time access to inventory and supplierpricing, digital marketing and merchandising, and an enhanced digital platform to our resellers and manufacturing partners.

The purchase price was $37.8 million, including $5.5 million related to the estimated fair value of contingent consideration. The contingent consideration ultimately paid will be determined based on CPO’s sales during a three-year period immediately following the acquisition date. The final payments related to the contingent consideration will be determined by actual achievement in the earn-out periods and will be between zero and $10 million. Any changes to the estimated fair value after the original purchase accounting was completed were recorded in “warehousing, marketing and administrative expenses” in the period in which the change occurred. The Company financed the 100% stock acquisition with borrowings under the Company’s available committed bank facilities.

The fair value of the assets and liabilities acquired were determined using various valuation methods including selling price, a market approach, and discounted cash flows using both an income and cost approach.

The final allocation of the purchase price was $37.4as follows (amounts in thousands):

Purchase price, net of cash acquired

 

 

 

 

$

32,225

 

Accounts receivable

$

(2,956

)

 

 

 

 

Inventories

 

(13,051

)

 

 

 

 

Other current assets

 

(269

)

 

 

 

 

Property, plant and equipment, net

 

(488

)

 

 

 

 

Intangible assets

 

(12,800

)

 

 

 

 

Total assets acquired

 

 

 

 

 

(29,564

)

Accounts payable

 

16,911

 

 

 

 

 

Accrued liabilities

 

2,580

 

 

 

 

 

Deferred income taxes

 

3,453

 

 

 

 

 

Other long-term liabilities

 

90

 

 

 

 

 

Total liabilities assumed

 

 

 

 

 

23,034

 

     Goodwill

 

 

 

 

$

25,695

 

The purchased identifiable intangible assets were as follows (amounts in thousands):

 

Total

 

 

Estimated Life

Customer relationships

$

5,200

 

 

3 years

Trademark

 

7,600

 

 

15 years

     Total

$

12,800

 

 

 

8


Acquisition of MEDCO

On October 31, 2014, Essendant Co. completed the acquisition of all of the capital stock of Liberty Bell Equipment Corp., a United States wholesaler of automotive aftermarket tools and equipment, and its affiliates (collectively, MEDCO) including G2S Equipement de Fabrication et d’Entretien ULC, a Canadian wholesaler. MEDCO advances a key pillar of the Company’s strategy, which is to diversify into higher growth and margin channels and categories. It also brings expanded categories and services to customers.

The purchase price was $150.4 million, including $5.1$4.7 million related to the estimated fair value of contingent consideration. The contingent consideration which isultimately paid will be determined based upon the achievement of certainon MEDCO’s sales targetsand EBITDA during a three-year period immediately following the acquisition date. Additionally, $6.0 million was reserved as a payable upon completion of an eighteen month indemnification period. The final payments related to the contingent consideration arewill be determined by actual achievement in the earn-out periods and range fromwill be between zero to $10.0and $10 million. After the finalization of the contingent consideration, anyAny changes to the estimated fair value after the original purchase accounting is completed will be recorded in “warehousing, marketing and administrative expenses” in the period in which a change occurs. This acquisition was funded through a combination of cash on hand and cash available under the Company’s committed bank facilities.

The Company has developed a preliminary estimate of the fair value of assets acquired and liabilities assumed for purposes of allocating the purchase price. ThisThe estimate is subject to change as the valuation activities are completed. The fair value of the assets and liabilities acquired were estimated using various valuation methods including estimated selling price, a market approach, and discounted cash flows using both an income and cost approach.

At SeptemberJune 30, 2014,2015, the preliminary allocation of the purchase price iswas as follows (amounts in thousands):

Purchase price, net of cash acquired

 

 

 

 

$

145,873

 

Accounts receivable

$

(44,815

)

 

 

 

 

Inventories

 

(55,491

)

 

 

 

 

Other current assets

 

(1,299

)

 

 

 

 

Property, plant and equipment, net

 

(4,408

)

 

 

 

 

Other assets

 

(442

)

 

 

 

 

Intangible assets

 

(39,330

)

 

 

 

 

Total assets acquired

 

 

 

 

 

(145,785

)

Accounts payable

 

32,383

 

 

 

 

 

Accrued liabilities

 

5,254

 

 

 

 

 

Deferred income taxes

 

1,333

 

 

 

 

 

Other long-term liabilities

 

52

 

 

 

 

 

Total liabilities assumed

 

 

 

 

 

39,022

 

     Goodwill

 

 

 

 

$

39,110

 

The purchased identifiable intangible assets were as follows (amounts in thousands):

 

Purchase price, net of cash acquired

 

 

 

 

$

31,825

 

Inventories

$

(13,051

)

 

 

 

 

Accounts receivable

 

(2,658

)

 

 

 

 

Other current assets

 

(307

)

 

 

 

 

Property, plant and equipment, net

 

(488

)

 

 

 

 

Intangible assets

 

(12,800

)

 

 

 

 

Total assets acquired

 

 

 

 

 

(29,304

)

Accounts payable

 

17,124

 

 

 

 

 

Accrued liabilities

 

2,130

 

 

 

 

 

Other long-term liabilities

 

51

 

 

 

 

 

Deferred income taxes

 

3,233

 

 

 

 

 

Total liabilities assumed

 

 

 

 

 

22,538

 

     Goodwill

 

 

 

 

$

25,059

 

The purchased identifiable intangible assets are as follows (amounts in thousands):

Total

 

 

Estimated Life

Total

 

 

Estimated Life

Customer relationships

$

5,200

 

 

3 years

$

36,920

 

 

4-15 years

Trademark

 

7,600

 

 

15 years

Trademarks

 

2,410

 

 

1.5-15 years

Total

$

12,800

 

 

 

$

39,330

 

 

 

Any changes to the preliminary estimatesallocation of the fair value of assets acquired and liabilities assumed,purchase price, some of which may be material, will be allocated to residual goodwill.

9


Assets Held for Sale

On February 10, 2015, the Company approved a plan to sell its subsidiary in Mexico, which is not strategic to the Company. The impactCompany plans to dispose of CPOthe entity in 2015. As of the approval date, in accordance with Accounting Standards Codification (ASC) 360-10-45-9 Property, Plant, and Equipment, the Mexican subsidiary met all of the criteria to be classified as a held-for-sale asset disposal group. In accordance with ASC 350-20-40, Intangibles – Goodwill and Other, the Company allocated a proportionate share of the goodwill balance from the office product and janitorial and breakroom supply reporting unit based on the Company’s third-quarter 2014 net financial salessubsidiary’s relative fair value to the reporting unit and performed an impairment test for the allocated goodwill utilizing the cost approach to value the entity. Based upon the impairment test, the $3.3 million of goodwill allocated to the subsidiary was immaterial. Haddetermined to be fully impaired.  Additionally, in conjunction with classifying the CPO acquisition been completedsubsidiary as a held-for-sale asset disposal group, the Company revalued the subsidiary to fair value using the cost-approach method less the estimated cost to sell. The carrying value, including a $10.1 million cumulative foreign currency translation adjustment, of the beginningdisposal group was then compared to the fair value less the estimated cost to sell, resulting in a pre-tax impairment loss of 2013,$10.1 million. The goodwill impairment of $3.3 million, the Company’s unaudited pro forma net salesheld-for-sale impairment of $10.1 million and net income for the three-month$0.1 million estimated cost to sell were recorded in the first quarter of 2015 within “warehousing, marketing and nine-month periods ending Septemberadministrative expenses.” During the second quarter, the Company recorded an additional $1.4 million within “warehousing, marketing and administrative expenses.” Additional financial statement impacts may occur during the remainder of 2015 as this transaction is completed.

As of June 30, 20142015, the carrying amounts, excluding intercompany accounts, of the Mexican subsidiary by major classes of assets and 2013 would not have been materially impacted.liabilities included in the Consolidated Balance Sheet were as follows (in thousands):

8


 

Amount

 

Assets held for sale:

 

 

 

Cash and cash equivalents

$

4,119

 

Accounts receivable, less allowance for doubtful accounts

 

6,720

 

Inventories

 

6,527

 

Other current assets

 

418

 

Net property, plant equipment

 

110

 

Other assets

 

657

 

Held-for-sale valuation allowance

 

(10,671

)

Total assets held for sale

$

7,880

 

 

 

 

 

Liabilities held for sale:

 

 

 

Accounts payable

 

3,447

 

Accrued liabilities

 

3,184

 

Other long-term liabilities

 

538

 

Total liabilities held for sale

$

7,169

 

Agreement to Purchase MEDCONestor Sales LLC

On September 11, 2014, USSCJuly 14, 2015, Essendant Co signed an agreement to acquire Liberty Bell Equipment Corp.,Nestor Sales LLC, a United Statesleading wholesaler and distributor of automotive aftermarket tools, equipment and supplies and its affiliates (collectively, “MEDCO”) including G2S Equipment de Fabrication et d'Entretien ULC, a Canadian wholesaler.to the transportation industry.  The all cash purchase price is $130.0$38.5 million, subject to closing adjustments, with upadjustments. This acquisition accelerates the Company’s growth in the automotive aftermarket, complements the Company’s existing industrial offerings while providing access to an additional $10 millionnew customer segments, and advances a key strategic pillar to be paid over three years based on performance.diversify into higher growth and margin channels and categories. The acquisition is expected to be completed in the fourththird quarter of 2014 and is2015, subject to customary closing conditions.  This acquisition will be funded through a combination of cash on hand and cash available under our revolving credit facility. 

 

2.3. Share-Based Compensation

As of SeptemberJune 30, 2014,2015, the Company has two active equity compensation plans. UnderOn May 20, 2015 the Company’s stockholders approved certain amendments to the Amended and Restated 2004 Long-Term Incentive Plan (“LTIP) which included the renaming of the LTIP to the “2015 Long-Term Incentive Plan” (as amended and restated, the “2015 Plan”). Under the 2015 Plan, award vehicles include, but are not limited to, stock options, restricted stock awards, restricted stock units (“RSUs”), and performance-based awards. Associates and non-employee directors of the Company are eligible to become participants in the plan. The Nonemployee Directors’ Deferred Stock Compensation Plan allows non-employee directors to elect to defer receipt of all or a portion of their retainer and meeting fees.

10


The Company granted 229,477206,479 shares of restricted stock 176,717and 145,552 RSUs during the first six months of 2015. No stock options were granted during the first six months of 2015. During the first six months of 2014, the Company granted 62,594 shares of restricted stock, 147,725 RSUs, and 5,538 stock options during the first nine months of 2014. During the first nine months of 2013, the Company granted 181,916 shares of restricted stock, 166,348 RSUs, and 585,189 stock options.

 

3.4. Severance and Restructuring Charges

During the firstsecond quarter of 2013,2015, the Company recorded a $14.4$0.1 million pre-tax reversal of expense relating to facility consolidations. During the first quarter of 2015, the Company recorded a $6.0 million pre-tax charge relatedrelating to a workforce reduction and facility closures. Thea $0.4 million pre-tax charge is comprised of certain OKIrelating to facility closure expenses of $1.2 million and severance and workforce reduction-related expenses of $13.2 million whichconsolidations. These charges were included in operating“warehousing, marketing and administrative expenses. Cash outflows for these actions occurredwill occur primarily during 2013in 2015 and have continued into 2014. Cash outlays associated with these charges in the nine months ended September 30, 2014 were $3.6 million. During 2013, the Company reversed a portion of these charges totaling $1.4 million. Additionally, the Company reversed a portion of these charges totaling $0.3approximately $2.4 million in the first quarter of 2014.six months ended June 30, 2015. As of SeptemberJune 30, 2014 and December 31, 2013,2015, the Company hadhas accrued liabilities for these actions of $0.5$3.9 million. The Company estimated an additional $2.7 million and $4.4 million, respectively.will be incurred in the remainder of 2015 due to facility closures related to this action, for a total 2015 expense of approximately $9.0 million.


9


 

4.5. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill are noted in the following table (in thousands):

Goodwill, balance as of December 31,  2013

$

356,811

 

Acquisition of CPO

 

25,059

 

Currency translation adjustment

 

(183

)

Goodwill, balance as of September 30, 2014

$

381,687

 

Goodwill, balance as of December 31,  2014

$

398,042

 

Impairment

 

(3,319

)

Purchase accounting adjustments

 

9,184

 

Currency translation adjustment

 

(1,362

)

Goodwill, balance as of June 30, 2015

$

402,545

 

The following table summarizes the intangible assets of the Company by major class of intangible assets and the cost, accumulated amortization, net carrying amount, and weighted average life, if applicable (in thousands):

 

September 30, 2014

 

December 31, 2013

June 30, 2015

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

Gross

 

 

 

 

 

 

Net

 

 

Useful

 

Gross

 

 

 

 

 

 

Net

 

 

Useful

Gross

 

 

 

 

 

 

Net

 

 

Useful

 

Gross

 

 

 

 

 

 

Net

 

 

Useful

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Life

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Life

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Life

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Life

Amount

 

 

Amortization

 

 

Amount

 

 

(years)

 

Amount

 

 

Amortization

 

 

Amount

 

 

(years)

Amount

 

 

Amortization

 

 

Amount

 

 

(years)

 

Amount

 

 

Amortization

 

 

Amount

 

 

(years)

Intangible assets subject to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships and other intangibles

$

89,632

 

 

$

(41,145

)

 

$

48,487

 

 

17

 

$

84,470

 

 

$

(36,232

)

 

$

48,238

 

 

17

$

121,766

 

 

$

(46,228

)

 

$

75,538

 

 

16

 

$

125,761

 

 

$

(41,123

)

 

$

84,638

 

 

16

Non-compete agreements

 

4,679

 

 

 

(2,108

)

 

 

2,571

 

 

4

 

 

4,700

 

 

 

(1,952

)

 

 

2,748

 

 

4

 

4,660

 

 

 

(2,981

)

 

 

1,679

 

 

4

 

 

4,672

 

 

 

(2,364

)

 

 

2,308

 

 

4

Trademarks

 

10,433

 

 

 

(1,292

)

 

 

9,141

 

 

14

 

 

2,890

 

 

 

(674

)

 

 

2,216

 

 

5

 

12,112

 

 

 

(2,307

)

 

 

9,805

 

 

14

 

 

14,428

 

 

 

(1,716

)

 

 

12,712

 

 

13

Total

$

104,744

 

 

$

(44,545

)

 

$

60,199

 

 

 

 

$

92,060

 

 

$

(38,858

)

 

$

53,202

 

 

 

$

138,538

 

 

$

(51,516

)

 

$

87,022

 

 

 

 

$

144,861

 

 

$

(45,203

)

 

$

99,658

 

 

 

Intangible assets not subject to amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

12,300

 

 

 

-

 

 

 

12,300

 

 

n/a

 

 

12,300

 

 

-

 

 

 

12,300

 

 

n/a

 

1,600

 

 

 

-

 

 

 

1,600

 

 

n/a

 

 

12,300

 

 

 

-

 

 

 

12,300

 

 

n/a

Total

$

117,044

 

 

$

(44,545

)

 

$

72,499

 

 

 

 

$

104,360

 

 

$

(38,858

)

 

$

65,502

 

 

 

$

140,138

 

 

$

(51,516

)

 

$

88,622

 

 

 

 

$

157,161

 

 

$

(45,203

)

 

$

111,958

 

 

 

 

Based uponIn the preliminary purchase price allocation for the acquisitionfirst quarter of CPO,2015, the Company has recorded $5.2a pre-tax non-cash impairment charge of $10.2 million to write-down the trademarks of customer relationshipsORS Nasco and certain OKI brands to their fair value related to the corporate name change that was effective June 1, 2015. This impairment charge was recorded in “warehousing, marketing and administrative expenses.” The Company utilized the discounted cash flow method to determine the fair value of these trademarks based upon management’s current forecasted future revenues from the trademarks. The trademarks had a total value of $1.0 million at June 30, 2015.

The following table summarizes the amortization expense to be amortizedincurred in 2015 and over a period of 3the next four years and a $7.6 million trademark to be amortized over a period of 15 years. See Note 1 “Basis of Presentation” for further discussion of the acquisition.on intangible assets (in thousands):

Year

 

Amount

 

2015

 

$

14,863

 

2016

 

 

11,910

 

2017

 

 

9,801

 

2018

 

 

7,248

 

2019

 

 

5,477

 



10


5.6. Accumulated Other Comprehensive Income (Loss)

The change in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component, net of tax, for the period ended SeptemberJune 30, 2014 is2015 was as follows (amounts in thousands):

 

 

Foreign Currency Translation

 

 

Cash Flow Hedges

 

 

Defined Benefit Pension Plans

 

 

Total

 

 

Foreign Currency Translation

 

 

Cash Flow Hedges

 

 

Defined Benefit Pension Plans

 

 

Total

 

AOCI, balance as of December 31, 2013

 

$

(6,661

)

 

$

871

 

 

$

(34,098

)

 

$

(39,888

)

AOCI, balance as of December 31, 2014

 

$

(11,923

)

 

$

274

 

 

$

(51,142

)

 

$

(62,791

)

Other comprehensive (loss) income before reclassifications

 

 

(1,378

)

 

 

(573

)

 

 

 

 

(1,951

)

 

 

(4,421

)

 

 

(864

)

 

 

-

 

 

 

(5,285

)

Amounts reclassified from AOCI

 

 

 

 

234

 

 

 

1,767

 

 

 

2,001

 

 

 

-

 

 

 

436

 

 

 

1,864

 

 

 

2,300

 

Net other comprehensive (loss) income

 

 

(1,378

)

 

 

(339

)

 

 

1,767

 

 

 

50

 

 

 

(4,421

)

 

 

(428

)

 

 

1,864

 

 

 

(2,985

)

AOCI, balance as of September 30, 2014

 

$

(8,039

)

 

$

532

 

 

$

(32,331

)

 

$

(39,838

)

AOCI, balance as of June 30, 2015

 

$

(16,344

)

 

$

(154

)

 

$

(49,278

)

 

$

(65,776

)

 

The following table details the amounts reclassified out of AOCI into the income statement during the three-month and nine-month periodssix-month period ending SeptemberJune 30, 20142015 respectively (in thousands):

 

 

Amount Reclassified From AOCI

 

 

 

 

Amount Reclassified From AOCI

 

 

 

 

For the Three

 

 

For the Nine

 

 

 

 

For the Three

 

 

For the Six

 

 

 

 

Months Ended

 

 

Months Ended

 

 

 

 

Months Ended

 

 

Months Ended

 

 

 

 

September 30,

 

 

September 30,

 

 

Affected Line Item In The Statement

 

June 30,

 

 

June 30,

 

 

Affected Line Item In The Statement

Details About AOCI Components

 

2014

 

 

2014

 

 

Where Net Income is Presented

 

2015

 

 

2015

 

 

Where Net Income is Presented

Gain on interest rate swap cash flow hedges, before tax

 

$

339

 

 

$

376

 

 

Interest expense, net

 

$

339

 

 

$

703

 

 

Interest expense, net

 

 

(128

)

 

 

(142

)

 

Tax provision

 

 

(129

)

 

 

(267

)

 

Tax provision

 

$

211

 

 

$

234

 

 

Net of tax

 

$

210

 

 

$

436

 

 

Net of tax

Amortization of defined benefit pension plan items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost and unrecognized loss

 

$

992

 

 

$

2,892

 

 

Warehousing, marketing and administrative expenses

 

$

1,525

 

 

$

3,050

 

 

Warehousing, marketing and administrative expenses

 

 

(386

)

 

 

(1,125

)

 

Tax provision

 

 

(593

)

 

 

(1,186

)

 

Tax provision

 

 

606

 

 

 

1,767

 

 

Net of tax

 

 

932

 

 

 

1,864

 

 

Net of tax

Total reclassifications for the period

 

$

817

 

 

$

2,001

 

 

Net of tax

 

$

1,142

 

 

$

2,300

 

 

Net of tax

 


11


6.7. Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock, restricted stock units and deferred stock units are considered dilutive securities. For the three-month and six-month periods ending SeptemberJune 30, 2015 and 2014, and 2013, 0.50.3 million and 0.6 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. For the nine-month periods ending September 30, 2014 and 2013, 0.5 million and 0.7 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

For the Three Months Ended

 

 

For the Six Months Ended

 

September 30,

 

 

September 30,

 

June 30,

 

 

June 30,

 

2014

 

 

2013

 

 

2014

 

 

2013

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

38,169

 

 

$

40,501

 

 

$

93,357

 

 

$

89,045

 

$

30,261

 

 

$

33,331

 

 

$

26,269

 

 

$

55,188

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per share -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

weighted average shares

 

38,450

 

 

 

39,468

 

 

 

38,817

 

 

 

39,732

 

 

37,765

 

 

 

38,816

 

 

 

37,939

 

 

 

39,004

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock options and restricted units

 

434

 

 

 

563

 

 

 

427

 

 

 

599

 

 

341

 

 

 

410

 

 

 

378

 

 

 

431

 

Denominator for diluted earnings per share -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted weighted average shares and the effect of dilutive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

securities

 

38,884

 

 

 

40,031

 

 

 

39,244

 

 

 

40,331

 

Adjusted weighted average shares and the effect of dilutive securities

 

38,106

 

 

 

39,226

 

 

 

38,317

 

 

 

39,435

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share - basic

$

0.99

 

 

$

1.03

 

 

$

2.41

 

 

$

2.24

 

$

0.80

 

 

$

0.86

 

 

$

0.69

 

 

$

1.41

 

Net income per share - diluted

$

0.98

 

 

$

1.01

 

 

$

2.38

 

 

$

2.21

 

$

0.79

 

 

$

0.85

 

 

$

0.69

 

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Repurchases

As of December 31, 2013,2014, the Company had Board authorization to repurchase $93.0$42.4 million of USIcommon stock. In February 2015, the Board of Directors authorized the Company to purchase an additional $100.0 million of common stock. During the three-month periods ended SeptemberJune 30, 20142015 and 2013,2014, the Company repurchased 283,283378,462 and 166,570459,922 shares of USI’sthe Company’s common stock at an aggregate cost of $11.4$15.2 million and $6.5$17.9 million, respectively. During the nine-monthsix-month periods ended SeptemberJune 30, 20142015 and 2013,2014, the Company repurchased 1,074,574781,141 and 1,353,020791,291 shares of USI’sthe Company’s common stock at an aggregate cost of $43.0$31.5 million and $47.5$31.7 million, respectively. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice. Acquired shares are included in the issued shares of the Company and treasury stock, but are not included in average shares outstanding when calculating earnings per share data. During the first ninesix months of 20142015 and 2013,2014, the Company reissued 225,783150,807 and 1,014,55491,904 shares, respectively, of treasury stock to fulfill its obligations under its equity incentive plans.

12


 

7.8. Debt

USIESND is a holding company and, as a result, its primary sources of funds are cash generated from operating activities of its direct operating subsidiary, USSC,Essendant Co., and from borrowings by USSC.Essendant Co. The 2013 Credit Agreement, the 2013 Note Purchase Agreement, the 2007 Note Purchase Agreement, and the Receivables Securitization Program (each as defined in Note 9 of the Company’s Form 10-K for the year ended December 31, 2013) contain restrictions on the use of2014) restrict Essendant Co.’s ability to transfer cash transferred from USSC to USI.ESND.

Debt consisted of the following amounts (in millions):

 

As of

 

 

As of

 

As of

 

 

As of

 

September 30, 2014

 

 

December 31, 2013

 

June 30, 2015

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Credit Agreement

$

195.0

 

 

$

206.8

 

$

311.1

 

 

$

363.0

 

2013 Note Purchase Agreement

 

150.0

 

 

 

-

 

 

150.0

 

 

 

150.0

 

2007 Note Purchase Agreement

 

-

 

 

 

135.0

 

Receivables Securitization Program

 

200.0

 

 

 

190.7

 

 

200.0

 

 

 

200.0

 

Mortgage & Capital Lease

 

0.9

 

 

 

1.2

 

 

0.1

 

 

 

0.9

 

Total

$

545.9

 

 

$

533.7

 

$

661.2

 

 

$

713.9

 

 

As of SeptemberJune 30, 2014, 72.4%2015, 77.3% of the Company’s outstanding debt, excluding capital leases, iswas priced at variable interest rates based primarily on the applicable bank prime rate or London InterBank Offered Rate (“LIBOR”).

Pursuant to the 2013 Note Purchase Agreement, on January 15, 2014 USSC issued an aggregate of $150 million of senior secured notes due January 15, 2021 (the “2014 Notes”). USSC used the proceeds from the sale of the 2014 Notes to repay the Series 2007-A Notes issued under the 2007 Note Purchase Agreement and to reduce the borrowings under the 2013 Credit Agreement. The parties to the 2007 Note Purchase Agreement have satisfied their obligations under that agreement. The Company will not issue any new debt under the 2007 Note Purchase Agreement.13


The Company had outstanding letters of credit of $11.1 million under the 2013 Credit Agreement as of SeptemberJune 30, 20142015 and December 31, 2013.2014.

Borrowings under the 2013 Credit Agreement bear interest at LIBOR for specified interest periods or at the Alternate Base Rate (as defined in the 2013 Credit Agreement), plus, in each case, a margin determined based on the Company’s permitted debt to EBITDA ratio calculated as provided in Section 6.20 of the 2013 Credit Agreement (the “Leverage Ratio”). Depending on the Company’s Leverage Ratio, the margin on LIBOR-based loans ranges from 1.00% to 2.00% and on Alternate Base Rate loans ranges from 0% to 1.00%. As of SeptemberJune 30, 2014,2015, the applicable margin for LIBOR-based loans was 1.25%1.375% and for Alternate Base Rate loans was 0.25%0.375%. USSCEssendant Co. is required to pay the lenders a fee on the unutilized portion of the commitments under the 2013 Credit Agreement at a rate per annum between 0.15% and 0.35%, depending on the Company’s Leverage Ratio.

On June 26, 2015, the Company and its subsidiaries Essendant Co., Essendant Financial Services LLC (“EFS") and Essendant Receivables LLC ("ESR") entered into a Third Omnibus Amendment to Transaction Documents (the “Omnibus Amendment”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch ("BTMU") and PNC Bank, National Association (“PNC Bank”). The Omnibus Agreement amended the transaction documents of the Receivable Securitization Program to reflect rebranded legal entity names. On June 29, 2015, Lagasse, LLC, a subsidiary of Essendant Co. merged into Essendant Co.  All accounts receivable originated by Lagasse prior to the merger are excluded from the Program. The Omnibus Agreement amended the Transaction Documents to also exclude “Excluded Receivables” from the Receivables Securitization Program, which are defined as “any receivable which, at the time of such Receivable’s origination, was processed on the [enterprise resource planning system previously used by Lagasse, LLC].”  

As of SeptemberJune 30, 20142015 and December 31, 2013, $427.62014, $380.3 million and $355.4$360.3 million, respectively, of receivables had been sold to the Investors (as defined in Note 9 of the Company’s Form 10-K for the year ended December 31, 2013)2014). As of September 30, 2014, United Stationers Receivables, LLC (“USR”)ESR had $200.0 million outstanding under the Receivables Securitization Program. AsProgram as of June 30, 2015 and December 31, 2013, USR had $190.7 million outstanding under the Receivables Securitization Program.2014.

For additional information about the 2013 Credit Agreement, the 2013 Note Purchase Agreement, and the Receivables Securitization Program, see Note 9 of the Company’s Form 10-K for the year ended December 31, 2013.2014.

13


 

8.9. Pension and Post-Retirement Benefit Plans

The Company maintains pension plans covering union and certain non-union employees. For more information on the Company’s retirement plans, see Note 11 to the Company’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2013.2014. A summary of net periodic pension cost related to the Company’s pension plans for the three and ninesix months ended SeptemberJune 30, 2015 and 2014 and 2013 iswas as follows (dollars in thousands):

 

Pension Benefits

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

2014

 

 

2013

 

 

2014

 

 

2013

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Service cost - benefit earned during the period

$

147

 

 

$

304

 

 

$

802

 

 

$

911

 

$

400

 

 

$

327

 

 

$

800

 

 

$

655

 

Interest cost on projected benefit obligation

 

2,235

 

 

 

2,097

 

 

 

6,720

 

 

 

6,292

 

 

2,270

 

 

 

2,242

 

 

 

4,540

 

 

 

4,485

 

Expected return on plan assets

 

(2,599

)

 

 

(2,842

)

 

 

(7,714

)

 

 

(8,525

)

 

(2,805

)

 

 

(2,557

)

 

 

(5,610

)

 

 

(5,115

)

Amortization of prior service cost

 

47

 

 

 

48

 

 

 

137

 

 

 

143

 

 

75

 

 

 

45

 

 

 

150

 

 

 

90

 

Amortization of actuarial loss

 

945

 

 

 

1,577

 

 

 

2,755

 

 

 

4,731

 

 

1,450

 

 

 

905

 

 

 

2,900

 

 

 

1,810

 

Net periodic pension cost

$

775

 

 

$

1,184

 

 

$

2,700

 

 

$

3,552

 

$

1,390

 

 

$

962

 

 

$

2,780

 

 

$

1,925

 

 

The Company made cash contributions of $2.0 million and $13.0 million to its pension plans during each of the first nine monthssix month periods ended SeptemberJune 30, 20142015 and 2013, respectively.2014. Additional contributions, if any, for 20142015 have not yet been determined. As of SeptemberJune 30, 20142015 and December 31, 2013,2014, respectively, the Company had accrued $18.6$48.0 million and $20.8$50.3 million of pension liability within “Other Long-Term Liabilities” on the Condensed Consolidated Balance Sheets.

Defined Contribution Plan

The Company has defined contribution plans covering certain salaried associates and non-union hourly paid associates (the “Plan”). The Plan permits associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plan. The Plan also provides for Company-funded discretionary contributions as well as matching associates’ salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $1.4$1.5 million and $4.2$2.9 million for the Company match of employee contributions to the Plan for the three and ninesix months ended SeptemberJune 30, 2014.2015. During the same periods last year, the Company recorded expense of $1.3 million and $4.2$2.7 million to match employee contributions.

14



9.10. Derivative Financial Instruments

Interest rate movements create a degree of risk to the Company’s operations by affecting the amount of interest payments. Interest rate swap agreements are usedThe Company uses derivative instruments to manage the Company’s exposurea portion of exposures to fluctuations in interest rate changes. The Company designates its floating-to-fixed interest rate swaps as cash flow hedges of the variability of future cash flows at the inception of the swap contract to support hedge accounting.

USSC has entered into various separate swap transactions to mitigate USSC’s floating rate risk on the noted aggregate notional amount of LIBOR-based interest rate risk noted in the table below. These swap transactions occurred as follows:

·

On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty. This swap transaction matured on January 15, 2013.

·

On July 18, 2012, USSC entered into a two-year forward, three-year interest rate swap transaction (the “July 2012 Swap Transaction”) with U.S. Bank National Association as the counterparty. The swap transaction became effective July 18, 2014 and has a maturity date of July 18, 2017.

·

On June 11, 2013, USSC entered into a seven-month forward, seven-year interest rate swap transaction (the “June 2013 Swap Transaction”) with J.P. Morgan Chase Bank as the counterparty. The swap transaction had an effective date of January 15, 2014 and a maturity date of January 15, 2021. This swap was terminated in October 2013.

As of September 30, 2014, approximately 27.5% ($150.0 million) of the Company’s current outstanding debt had its interest payments designated as hedged forecasted transactions.

The Company’s outstanding swap transaction is accounted for as a cash flow hedge and is recorded at fair value on the Condensed Consolidated Balance Sheet as of September 30, 2014 and December 31, 2013, at the following amounts (in thousands):

 

Notional

 

 

 

 

 

 

 

 

 

 

Fair Value Net

 

As of September 30, 2014

Amount

 

 

Receive

 

Pay

 

 

Maturity Date

 

Asset (1)

 

July 2012 Swap Transaction

$

150,000

 

 

Floating 1-month LIBOR

 

 

1.05%

 

 

July 18, 2017

 

$

              138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notional

 

 

 

 

 

 

 

 

 

 

Fair Value Net

 

As of December 31, 2013

Amount

 

 

Receive

 

Pay

 

 

Maturity Date

 

Asset (1)

 

July 2012 Swap Transaction

$

150,000

 

 

Floating 1-month LIBOR

 

 

1.05%

 

 

July 18, 2017

 

$

              599

 

(1)

This interest rate derivative qualifies for hedge accounting, and is in a net asset position at September 30, 2014 and December 31, 2013. Therefore, the fair value of the interest rate derivative is included in the Company’s Condensed Consolidated Balance Sheets as a component of “Other long-term assets,” with an offsetting component in “Stockholders’ Equity” as part of “Accumulated Other Comprehensive Loss”.

Under the terms of the July 2012 Swap Transaction, USSC will be required to make monthly fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, while the counterparty will be obligated to make monthly floating rate payments to USSC based on the one-month LIBOR on the same referenced notional amount.

The hedged transactions described above qualify as cash flow hedges in accordance with accounting guidance on derivative instruments. This guidance requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value.rates. The Company does not offsetenter into derivative financial instruments for trading or speculative purposes. The fair values of these instruments are determined by using quoted market forward rates (level 2 inputs) and reflect the present value of the amount that the Company would pay for contracts involving the same notional amounts and maturity dates. These instruments qualify for hedge accounting and the changes in fair value amounts recognized for interest rate swaps executed with the same counterparty.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive incomeearnings (losses) net of tax effects.

As of June 30, 2015 and reclassified into earningsDecember 31, 2014, the fair value of the Company's interest rate swap included in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings.

In connection with the pricing of the 2013 Note Purchase Agreement the Company terminated the June 2013 Swap Transaction. The gain of $0.9 million realized by the Company on the termination has been recordedCompany’s Condensed Consolidated Balance Sheet as a component of Other Comprehensive Income on the Company’s consolidated balance sheet as of December 31, 2013“Other long-term liabilities” was $0.9 million and will be reclassified into earnings over the term$0.3 million respectively. The purpose of the 2014 Notes. During the nine-month period ending September 30, 2014, the Company recognized $0.1 million into earnings from AOCI.

15


Thisinterest rate swap reduces the exposureis to variability in interest rates between the date the Company entered into the hedge and the date the Company priced the 2014 Notes.

The July 2012 Swap Transaction effectively convertsconvert a portion of the Company’s future floating-rate debt to a fixed-rate basis. ThisThe swap transaction reduces the impact of interest rate changes on future interest expense. By using such derivative financial instruments, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty to the interest rate swap (as noted above) will fail to perform under the terms of the agreement.matures in July 2017. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with counterparties the Company determines are creditworthy. The market risk is the adverse effect on the value of ahad no other derivative financial instrument that results from a change in interest rates.

The Company’s agreement with its derivative counterparty provides that if an event of default occurs on any Company debt of $25 million or more, the counterparty can terminate the swap agreement. If an event of default had occurred and the counterparty had exercised early termination right under the outstanding swap transactioninstruments as of SeptemberJune 30, 2014, the Company would have been required to pay the aggregate fair value net asset of $0.1 million plus accrued interest to the counterparty.

The swap transaction that was in effect as of September 30, 2014 and the swap transaction that was in effect as of September 30, 2013 contained no ineffectiveness; therefore, all gains2015 or losses on those derivative instruments were reported as a component of other comprehensive income (“OCI”) and reclassified into earnings as “interest expense” in the same period or periods during which they affected earnings.

The following table depicts the effect of these derivative instruments on the statements of income and comprehensive income for the three and nine month periods ended September 30, 2014 and September 30, 2013 (in thousands).

 

Amount of Gain (Loss)

Recognized in

OCI on Derivative

(Effective Portion)

 

 

 

 

Amount of Gain (Loss)

Reclassified

from Accumulated OCI into Income

(Effective Portion)

 

 

For the Three

Months Ended

September 30,

2014

 

 

For the Nine

Months Ended

September 30,

2014

 

 

Location of Gain (Loss)

Reclassified from

Accumulated OCI into

Income (Effective

Portion)

 

For the Three

Months Ended

September 30,

2014

 

 

For the Nine

Months Ended

September 30,

2014

 

July 2012 Swap Transaction

$

748

 

 

$

(1

)

 

   Interest expense, net

 

$

281

 

 

$

281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Gain (Loss)

Recognized in

OCI on Derivative

(Effective Portion)

 

 

 

 

Amount of Gain (Loss)

Reclassified

from Accumulated OCI into Income

(Effective Portion)

 

 

For the Three

Months Ended

September 30,

2013

 

 

For the Nine

Months Ended

September 30,

2013

 

 

Location of Gain (Loss)

Reclassified from

Accumulated OCI into

Income (Effective

Portion)

 

For the Three

Months Ended

September 30,

2013

 

 

For the Nine

Months Ended

September 30,

2013

 

November 2007 Swap Transaction

$

-

 

 

$

(77

)

 

   Interest expense, net

 

$

-

 

 

$

(228

)

   July 2012 Swap Transaction

 

(574

)

 

 

878

 

 

   Interest expense, net

 

 

-

 

 

 

-

 

June 2013 Swap Transaction

 

(578

)

 

 

1,121

 

 

Interest expense, net

 

 

-

 

 

 

-

 

December 31, 2014.

 

16


10.11. Fair Value Measurements

The Company measures certain financial assets and liabilities, including interest rate swap derivatives, at fair value on a recurring basis, including interest rate swap derivatives, based on the mark-to-market positionmarket rates of the Company’s positions and other observable interest rates (see Note 910 “Derivative Financial Instruments”, for more information on these interest rate swaps).

Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

·

Level 1—Quoted market prices in active markets for identical assets or liabilities;

·

Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable; and

·

Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.

Determining which level to apply to an asset or liability requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20142015 and December 31, 20132014 (in thousands):

 

 

Fair Value Measurements as of September 30, 2014

 

 

 

 

 

 

Quoted Market

Prices in Active

Markets for

Identical Assets  or

Liabilities

 

 

Significant Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap asset

$

138

 

 

$

-

 

 

$

138

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2013

 

 

 

 

 

 

Quoted Market

Prices in Active

Markets for

Identical Assets  or

Liabilities

 

 

Significant Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap asset

$

599

 

 

$

-

 

 

$

599

 

 

$

-

 

 

Fair Value Measurements as of June 30, 2015

 

 

 

 

 

 

Quoted Market

Prices in Active

Markets for

Identical Assets  or

Liabilities

 

 

Significant Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap liability

 

872

 

 

 

-

 

 

 

872

 

 

 

-

 

Total

$

872

 

 

$

-

 

 

$

872

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2014

 

 

 

 

 

 

Quoted Market

Prices in Active

Markets for

Identical Assets  or

Liabilities

 

 

Significant Other

Observable

Inputs

 

 

Significant

Unobservable

Inputs

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap liability

 

253

 

 

 

-

 

 

 

253

 

 

 

-

 

Total

$

253

 

 

$

-

 

 

$

253

 

 

$

-

 

 

The carrying amount of accounts receivable at SeptemberJune 30, 2014,2015, including $427.6$380.3 million of receivables sold under the Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

Accounting guidance on fair value measurements requires separate disclosure


As of June 30, 2015, the held for sale assets and liabilities measured at fair value on a recurring basis, as noted above, from thosedetailed in Note 2 “Acquisitions and Dispositions” were measured at fair value on a nonrecurring basis. As of September 30, 2014, noNo other assets or liabilities arewere measured at fair value on a nonrecurring basis.

 

11.12. Other Assets and Liabilities

The Company had receivablesReceivables related to supplier allowances totaling $95.4$86.4 million and $103.2$124.4 million were included in “Accounts receivable” in the Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20142015 and December 31, 2013,2014, respectively.

Accrued customer rebates of $57.4$51.7 million and $52.6$63.2 million as of SeptemberJune 30, 20142015 and December 31, 2013,2014, respectively, were included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

 

13. Income Taxes

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items.

For the three and six months ended June 30, 2015, the Company recorded income tax expense of $18.9 million and $24.1 million on pre-tax income of $49.1 million and $50.4 million, for an effective tax rate of 38.4% and 47.8%, respectively. For the three months and six months ended June 30, 2014, the Company recorded income tax expense of $20.1 million and $33.1 million on pre-tax income of $53.4 million and $88.3 million, respectively, for an effective tax rate of 37.6% and 37.5%, respectively.

The Company's U.S. statutory rate is 35.0%. The most significant factor impacting the effective tax rate for the three and six months ended June 30, 2015 was the discrete tax impacts of the impairment charges for financial reporting purposes related to placing a non-strategic business for sale in the first quarter. There were no significant discrete items for the three and six months ended June 30, 2014.

 

1714. Legal Matters


The Company has been named as a defendant in an action filed before the United States District Court for the Central District of California on May 1, 2015. The complaint alleges that the Company sent unsolicited fax advertisements to  two named plaintiffs, as well as thousands of other persons and entities, in violation of the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005 ("TCPA"). After filing the complaint, the plaintiff filed a motion asking the Court to certify a class of plaintiffs comprised of persons and entities who allegedly received fax advertisements from the Company. Under the TCPA, recipients of unsolicited fax advertisements can seek damages of $500 per fax for inadvertent violations and up to $1,500 per fax for knowing and willful violations. Other reported TCPA lawsuits have resulted in a broad range of outcomes, with each case being dependent on its own unique set of facts and circumstances.  The Company is vigorously contesting class certification and liability. Litigation of this kind, however, is likely to lead to settlement negotiations, including negotiations prompted by pre-trial civil court procedures. Regardless of whether the litigation is resolved at trial or through settlement, the Company believes that a loss associated with resolution of pending claims is probable. However, the amount of any such loss, which could be material, cannot be reasonably estimated because the Company is continuing to evaluate its defenses based on its internal review and investigation of prior events, new information and future circumstances.

The Company is also involved in other legal proceedings arising in the ordinary course of or incidental to its business. The Company has established reserves, which are not material, for potential losses that are probable and reasonably estimable that may result from those proceedings. In many cases, however, it is difficult to determine whether a loss is probable or even possible or to estimate the amount or range of potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. The Company believes that such ordinary course legal proceedings will be resolved with no material adverse effect upon its financial condition or results of operations.


ITEM  2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, without limitation, those set forth in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2013.2014.

Readers should not place undue reliance on forward-looking statements contained in this Quarterly Report on Form 10-Q. The forward-looking information herein is given as of this date only, and the Company undertakes no obligation to revise or update it.

Company BackgroundOverview

Essendant Inc. (formerly known as United Stationers Inc.) is a leading supplier of businessworkplace essentials, with 20132014 net sales of approximately $5.1$5.3 billion. UnitedEssendant Inc. stocks over 140,000160,000 items from over 1,600 manufacturers. These items include a broad spectrum of manufacturer-branded and private brandbranded technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. UnitedEssendant sells its products through a network of 6574 distribution centers to its approximately 25,00030,000 reseller customers, who in turn sell directly to end-consumers. The Company’s customers include independent office products dealers; contract stationers; office products superstores; computer products resellers; office furniture dealers; mass merchandisers; mail order companies; sanitary supply, paper and foodservice distributors; drug and grocery store chains; healthcare distributors; e-commerce merchants; oil field, welding supply and industrial/MRO distributors; and other independent distributors. Additionally, newly acquired CPO Commerce, LLC (“CPO”) is an e-retailer of brand name power tools and equipment who sells directly to end consumers.

OverviewOur strategy is comprised of Strategy, three key elements:

1) Strengthen our core office, janitorial, and breakroom business with a common operating and IT platform, an aligned customer care and sales team, and advanced digital services;

2) Win online by growing our business-to-business (B2B) sales with major e-commerce players and by enabling the online success of our resellers by providing digital capabilities and tools to support them; and

3) Expand and diversify our business into higher growth and higher margin channels and categories.

Execution on these priorities will help us achieve our goal of becoming the fastest and most convenient solution for workplace essentials.

Key Trends and Recent Results

The following is a summary of selected trends, events or uncertainties that the Company believes may have a significant impact on its future performance.

Recent Results

·

Our strategy is comprisedSecond quarter sales were $1.34 billion, up 1.6% over the prior-year quarter driven by $86.7 million of three key initiatives: 1) strengthenincremental sales in the industrial supplies category from our core business, including driving efficiency and cost improvements, 2) win2014 acquisitions. Excluding 2014 acquisitions, sales in the shiftindustrial supply category declined 11.6% due to online, and 3) diversify our offering of higher margin and higher growth channels and categories, such asenergy sector impacts. Sales in the janitorial and breakroom and industrial products.category grew 3.1%.

·

We are repositioning UnitedThe gross margin rate in the second quarter of 2015 was 15.8%, compared to become the premier supplierprior-year quarter gross margin rate of digitally sourced business essentials by combining15.1%. This increase reflects favorable impacts from our office products2014 acquisitions and janitorial operating platforms. We believe this effort will help us becomeimproved product margin. Gross profit for the most effective source for our customers’ business essentials through our nationwide distribution network and logistics capabilities, order efficiency with enhanced ecommerce capabilities, broad product portfolio, superior product category knowledge and commercial expertise. We have piloted this project with several customers duringsecond quarter of 2015 was $212.1 million, compared to $199.5 million in the second quarter of 2014.  In 2015, we expect to begin implementing this platform in individual facilities.

·

Online product procurement by end-consumers continuesOperating expenses in the second quarter of 2015 were $158.2 million or 11.8% of sales, compared with $142.2 million or 10.8% of sales in the prior-year quarter. Excluding the impacts of $0.5 million pre-tax charge for accelerated amortization related to gain a larger shareintangible assets impaired in the first quarter of 2015, $0.1 million partial reversal of the markets our reseller customers serve. We continue to invest in digital and online capabilities to help leading online resellers accelerate their growthfacility consolidation charge taken in the categories we offer. Ourfirst quarter, and $1.4 million pre-tax charge related to exiting our non-strategic business model allows these resellers to quickly enter new categories and scale their offerings.in Mexico (“repositioning charges”), adjusted operating expenses were $156.4 million or 11.7% of sales.

·

DuringOperating income for the third quarter ended June 30, 2015 was $53.9 million or 4.0% of sales, including $1.7 million of expense related to repositioning charges detailed previously. Adjusted operating income in the second quarter of 2015 was $55.6 million or 4.1% of sales, versus $57.3 million or 4.3% of sales in the second quarter of 2014.

·

Diluted earnings per share for the second quarter of 2015 was $0.79, including $0.03 of expense related to the repositioning charges. Adjusted diluted earnings per share were $0.82 compared with diluted earnings per share of $0.85 in the prior-year

17


period. We remain focused on driving flat to slightly improved adjusted earnings per share growth in the back half of 2015, but must overcome significant hurdles from the energy sector downturn to achieve our goal.

·

On July 13, 2015 we entered into an agreement to acquire Liberty Bell Equipment Corp,Nestor Sales LLC (“Nestor”), a United Statesleading wholesaler and distributor of automotive aftermarket tools, equipment and supplies and its affiliates (collectively, “MEDCO”) including G2S Equipment de Fabrication et d'Entretien ULC, a Canadian wholesaler.to the transportation industry.  The all cash purchase price is $130.0$38.5 million, subject to closing adjustments, with up to an additional $10.0 million to be paid over three years based on achievement of certain performance conditions.  MEDCOadjustments.  Nestor’s annual sales are approximately $240.0$70.0 million.  MEDCONestor accelerates our growth in the automotive aftermarket and complements our existing industrial offerings while providing access to new customer segments.  It also advances a key pillar of our strategy, diversification into higher growth and margin channels and categories.  We expect the acquisition, which is subject to customary closing conditions, to be completed in the fourththird quarter of 2014 and is subject to customary closing conditions.2015.  This acquisition will be funded through a combination of cash on hand and cash available under our revolving credit facility.  The transaction is expected to be neutralslightly dilutive in 2015 and $0.04 to $0.05 accretive to earnings in 20142016.

Repositioning for Sustained Success

As previously announced, we are taking decisive actions to reposition our business, provide enhanced customer service, and generate sustained long-term success. These actions are as follows:

·

Our initiative to combine the office products and accretive withinjanitorial operating platforms is intended to help us become the fastest, most convenient solution for workplace essentials. We will deliver this through our nationwide distribution network and logistics capabilities, order efficiency with enhanced ecommerce capabilities, broad product portfolio, superior product category knowledge and commercial expertise. Physical implementation is expected to begin in 2015 and will cascade into the first year.half of 2016. In the first half of 2015, expenses related to this initiative were $2.4 million and are expected to total approximately $13.0 million in 2015.  Upon completion, we expect total cost savings through this network consolidation and reduced expenses of $5.0 to $10.0 million in the second half of 2016, and $15.0 to $20.0 million on an annual basis thereafter.

·

In the second quarter we acquired CPO, a leading e-retailer of brand name power toolsRestructuring actions are being taken in 2015 to improve our operational utilization, labor spend and equipment, for a total cash purchase price of $42.3 million which assumes the full $10.0 million of contingent consideration will be paid by the end of the earn-out period.inventory performance. This transaction significantly expands United’s digital resourcesincludes workforce reductions and capabilities to support resellers as they transition to an increasingly online environment.  CPO’s expertise will strengthen United’s ability to deliver such features as improved product content, real-time access to inventory and pricing, and digital marketing and merchandising.  CPO also provides an enhanced digital platform to our manufacturing partners.  We expect this acquisition to positively impact gross margin as a percent of sales (15 bps to 20 bps) and increase operating expenses as a percent of sales (25 bps to 30 bps), and have a slightly dilutive impact on earnings per share during the first year of ownership.

18


·

As previously detailedfacility consolidations over five quarters beginning in the first quarter of 2015.  In the first half of 2015, we were named the second-call office products supplierrecorded a pre-tax charge of $6.0 million relating to support Office Depot’s office products business as well as the primary supplier for Office Depot’s janitorialinitial workforce reductions and breakroom business. These actions resulted in the loss$0.3 million relating to facility consolidations. We are currently estimating additional charges of some of our office products business but added new janitorial and breakroom business to United. We estimate that these changes will negatively impact net sales in a range of $20.0approximately $2.7 million to $30.0 million and EPS in a range of $0.05 to $0.08 this year, and net sales by $75.0 million to $90.0 million and a decrease in EPS in a range of $0.14 to $0.22later in 2015 absent any offsetting actions.related to facility closures for a total of approximately $9.0 million for the full year of 2015. We are well positioned to mitigate this impact with our robust pipelineexpect these actions will produce cost savings of approximately $6.0 million, for a net cost of $3.0 million, in 2015 and strong service proposition as we pursue sustainable new business to drive growth and profitability.approximately $10.0 million annually, beginning in 2016.

·

Diluted earnings per share forWe will exit certain non-strategic channels and categories during 2015 to further align our portfolio of product categories and channels with our strategies. In the thirdfirst quarter of 2014 were $0.98, compared2015, we began active sales efforts relating to Azerty de Mexico, a non-strategic subsidiary with $1.01operations in Mexico.  As a result, we classified this subsidiary as held for sale and have recorded non-cash charges of $14.0 million and a $0.9 million charge in the prior-year period.first half of 2015. This subsidiary had sales of $41.9 million in the first half of 2015 compared to $52.5 million in the same period of last year. Additional financial impacts, both cash and non-cash, may occur during the remainder of 2015 as we complete this transaction.  

·

Third quarter sales were $1.42 billion, up 6.2% over the prior-year quarter. The sales increase was driven by growthOn June 1, 2015 we officially rebranded to Essendant Inc. in order to communicate more accurately our janitorialpurpose and breakroom category and industrial supplies, including CPO, of 12.1% and 24.4%, respectively, quarter over quarter.

·

The gross margin ratevision. When we announced in the thirdfirst quarter of 20142015 our decision to rebrand the company, the ORS Nasco trademark and certain OKI brands were tested for impairment.  Upon completion of 14.9% was down from the prior-year quarter gross margin rateimpairment test of 15.2%. This decline reflects higher freightthese intangible assets, management determined the trademarks were impaired and inventory-related costs from inflation partially offset by favorable product margins.

·

Operating expensesrecorded a pre-tax, non-cash, impairment charge and accelerated amortization totaling $11.0 million in the third quarterfirst half of 2014 were $146.62015. It was also determined that the useful lives do not extend past 2015. The remaining value of these intangibles was $1.0 million or 10.3% of sales, compared with $136.3 million or 10.2% of sales in the prior-year quarter. Operating expenses were higher due primarily to the addition of CPO and an increase in bad debt expense.

·

Operating income for the quarter ended Septemberat June 30, 2014 was $64.5 million or 4.5% of sales, versus $67.4 million or 5.0% of sales in the third quarter of 2013.2015.

For a further discussion of selected trends, events or uncertainties the Company believes may have a significant impact on its future performance, readers should refer to “Key Trends and Recent Results” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2013.2014.

Critical Accounting Policies, Judgments and Estimates

During the first ninesix months of 2014,2015, there were no significant changes to the Company’s critical accounting policies, judgments or estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.2014.

1918


Adjusted Operating Income, Net Income and Earnings Per Share

The following tabletables presents Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net Income, and Adjusted Diluted Earnings Per Share for the nine-monththree and six-month periods ended SeptemberJune 30, 20142015 and 20132014 (in thousands, except per share data) excluding the effects of $14.4 millionthe pre-tax chargecharges related to workforce reductions and facility closures inconsolidations, intangible asset impairment charge and accelerated amortization related to rebranding efforts, and an impairment charge, certain transaction costs, and foreign currency volatility related to the first quarterheld-for-sale classification of 2013.our Mexican subsidiary. Generally Accepted Accounting Principles require that the effects of these items be included in the Condensed Consolidated Statements of Income. Management believes that excluding these items is an appropriate comparison of its ongoing operating and to the results toof last year. It is helpful to provide readers of its financial statements with a reconciliation of these items to its Condensed Consolidated Statements of Income reported in accordance with Generally Accepted Accounting Principles.

For the Nine Months Ended September 30,

 

For the Three Months Ended June 30,

 

2014

 

 

2013

 

2015

 

 

2014

 

 

 

 

 

% to

 

 

 

 

 

 

% to

 

 

 

 

 

% to

 

 

 

 

 

 

% to

 

Amount

 

 

Net Sales

 

 

Amount

 

 

Net Sales

 

Amount

 

 

Net Sales

 

 

Amount

 

 

Net Sales

 

Net Sales

$

3,994,123

 

 

 

100.0

%

 

$

3,861,655

 

 

 

100.0

%

$

1,341,799

 

 

 

100.0

%

 

$

1,320,037

 

 

 

100.0

%

Gross profit

$

597,571

 

 

 

15.0

%

 

$

594,122

 

 

 

15.4

%

$

212,062

 

 

 

15.8

%

 

$

199,460

 

 

 

15.1

%

Operating expenses

$

437,595

 

 

 

11.0

%

 

$

442,558

 

 

 

11.5

%

$

158,159

 

 

 

11.8

%

 

$

142,186

 

 

 

10.8

%

Workforce reduction and facility closure charge

 

-

 

 

 

0.0

%

 

 

(14,432

)

 

 

(0.4

%)

Workforce reduction and facility consolidation charge

 

138

 

 

 

0.0

%

 

 

-

 

 

 

-

 

Rebranding - intangible asset amortization

 

(512

)

 

 

0.0

%

 

 

-

 

 

 

-

 

Asset held for sale related costs

 

(1,361

)

 

 

(0.1

%)

 

 

-

 

 

 

-

 

Adjusted operating expenses

$

437,595

 

 

 

11.0

%

 

$

428,126

 

 

 

11.1

%

$

156,424

 

 

 

11.7

%

 

$

142,186

 

 

 

10.8

%

Operating income

$

159,976

 

 

 

4.0

%

 

$

151,564

 

 

 

3.9

%

$

53,903

 

 

 

4.0

%

 

$

57,274

 

 

 

4.3

%

Operating expense item noted above

 

-

 

 

 

0.0

%

 

 

14,432

 

 

 

0.4

%

Operating expense items noted above

 

1,735

 

 

 

0.1

%

 

 

-

 

 

 

-

 

Adjusted operating income

$

159,976

 

 

 

4.0

%

 

$

165,996

 

 

 

4.3

%

$

55,638

 

 

 

4.1

%

 

$

57,274

 

 

 

4.3

%

Net income

$

93,357

 

 

 

 

 

 

$

89,045

 

 

 

 

 

$

30,261

 

 

 

 

 

 

$

33,331

 

 

 

 

 

Operating expense item noted above, net of tax

 

-

 

 

 

 

 

 

 

8,948

 

 

 

 

 

Operating expense items noted above, net of tax

 

942

 

 

 

 

 

 

 

-

 

 

 

 

 

Adjusted net income

$

93,357

 

 

 

 

 

 

$

97,993

 

 

 

 

 

$

31,203

 

 

 

 

 

 

$

33,331

 

 

 

 

 

Diluted earnings per share

$

2.38

 

 

 

 

 

 

$

2.21

 

 

 

 

 

$

0.79

 

 

 

 

 

 

$

0.85

 

 

 

 

 

Per share operating expense item noted above

 

-

 

 

 

 

 

 

 

0.22

 

 

 

 

 

Per share operating expense items noted above

 

0.03

 

 

 

 

 

 

 

-

 

 

 

 

 

Adjusted diluted earnings per share

$

2.38

 

 

 

 

 

 

$

2.43

 

 

 

 

 

$

0.82

 

 

 

 

 

 

$

0.85

 

 

 

 

 

Adjusted diluted earnings per share - change over the prior year period

 

(2.1

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

(3.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares - diluted

 

39,244

 

 

 

 

 

 

 

40,331

 

 

 

 

 

 

38,106

 

 

 

 

 

 

 

39,226

 

 

 

 

 

20



 

For the Six Months Ended June 30,

 

 

2015

 

 

2014

 

 

 

 

 

 

% to

 

 

 

 

 

 

% to

 

 

Amount

 

 

Net Sales

 

 

Amount

 

 

Net Sales

 

Net Sales

$

2,674,174

 

 

 

100.0

%

 

$

2,574,176

 

 

 

100.0

%

Gross profit

$

416,512

 

 

 

15.6

%

 

$

386,543

 

 

 

15.0

%

Operating expenses

$

356,531

 

 

 

13.3

%

 

$

291,035

 

 

 

11.3

%

Workforce reduction and facility consolidation charge

 

(6,295

)

 

 

(0.2

%)

 

 

-

 

 

 

-

 

Rebranding - intangible asset impairment and amortization

 

(10,975

)

 

 

(0.4

%)

 

 

-

 

 

 

-

 

Asset held for sale impairment and related costs

 

(14,927

)

 

 

(0.6

%)

 

 

-

 

 

 

-

 

Adjusted operating expenses

$

324,334

 

 

 

12.1

%

 

$

291,035

 

 

 

11.3

%

Operating income

$

59,981

 

 

 

2.2

%

 

$

95,508

 

 

 

3.7

%

Operating expense items noted above

 

32,197

 

 

 

1.2

%

 

 

-

 

 

 

-

 

Adjusted operating income

$

92,178

 

 

 

3.4

%

 

$

95,508

 

 

 

3.7

%

Net income

$

26,269

 

 

 

 

 

 

$

55,188

 

 

 

 

 

Operating expense items noted above, net of tax

 

24,837

 

 

 

 

 

 

 

-

 

 

 

 

 

Adjusted net income

$

51,106

 

 

 

 

 

 

$

55,188

 

 

 

 

 

Diluted earnings per share

$

0.69

 

 

 

 

 

 

$

1.40

 

 

 

 

 

Per share operating expense items noted above

 

0.64

 

 

 

 

 

 

 

-

 

 

 

 

 

Adjusted diluted earnings per share

$

1.33

 

 

 

 

 

 

$

1.40

 

 

 

 

 

Adjusted diluted earnings per share - change over the prior year period

 

(5.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares - diluted

 

38,317

 

 

 

 

 

 

 

39,435

 

 

 

 

 

Results of Operations—Three Months Ended SeptemberJune 30, 20142015 Compared with the Three Months Ended SeptemberJune 30, 20132014

Net Sales. Net sales for the thirdsecond quarter of 20142015 were $1.42$1.34 billion. The following table summarizes net sales by product category for the three-month periods ended SeptemberJune 30, 20142015 and 20132014 (in thousands):

 

Three Months Ended September 30,

 

Three Months Ended June 30,

 

2014

 

 

2013 (1)

 

2015

 

 

2014 (1)

 

Janitorial and breakroom supplies

$

368,343

 

 

$

357,242

 

Technology products

$

381,210

 

 

$

381,580

 

 

349,702

 

 

 

369,700

 

Janitorial and breakroom supplies

 

386,060

 

 

 

344,459

 

Traditional office products (including cut-sheet paper)

 

360,353

 

 

 

355,222

 

 

293,800

 

 

 

330,175

 

Industrial supplies

 

163,514

 

 

 

131,462

 

 

214,990

 

 

 

145,151

 

Office furniture

 

84,512

 

 

 

85,098

 

 

78,499

 

 

 

78,631

 

Freight revenue

 

33,302

 

 

 

29,222

 

 

30,299

 

 

 

29,638

 

Services, Advertising and Other

 

10,996

 

 

 

9,633

 

 

6,166

 

 

 

9,500

 

Total net sales

$

1,419,947

 

 

$

1,336,676

 

$

1,341,799

 

 

$

1,320,037

 

 

(1)

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications include changes to shift to a single operational item hierarchy. These changes did not impact the Condensed Consolidated Statements of Income.

Sales in the janitorial and breakroom supplies product category increased 3.1% in the second quarter of 2015 compared to the second quarter of 2014. This category accounted for 27.5% of the Company’s second quarter 2015 consolidated net sales. Sales increased from being named the primary supplier for Office Depot’s janitorial business and e-tail growth.

Sales in the technology products category (primarily ink and toner) decreased 5.4% from the second quarter of 2014. This category accounted for 26.1% of net sales for the second quarter of 2015. This decline is primarily attributable to the loss of business with large

20


national customers and lower sales at our Mexican subsidiary. These were partially offset by growth in e-tail customers and technology resellers.

Sales of traditional office products decreased in the second quarter of 2015 by 11.0% versus the second quarter of 2014. Traditional office supplies represented 21.9% of the Company’s consolidated net sales for the second quarter of 2015. This decline was driven by a decline in cut-sheet paper sales as we exit low margin business and losing the first-call supplier status with Office Depot. The traditional office products decline was partially offset by continued growth in e-tailers and a rebound in government spending. Net of incremental sales in janitorial products to Office Depot, we estimate the impact of the 2014 changes to our relationship to be a $0.14 to $0.22 reduction in earnings per share in 2015.

Industrial supplies sales in the second quarter of 2015 increased by 48.1% compared to the same prior-year period. Sales of industrial supplies accounted for 16.0% of the Company’s net sales for the second quarter of 2015 and reflected solid sales momentum from our acquisitions, which contributed $86.7 million in incremental sales and positively impacted earnings per share. Without the acquisitions, industrial sales declined 11.6% over the prior-year quarter. Approximately 25% of our core industrial business is exposed to energy sector resellers which have been impacted by the decline in oil prices resulting in sales declines in our general industrial and energy channels. We expect this impact to continue throughout the year.

Office furniture sales in the second quarter of 2015 decreased 0.2% compared to the second quarter of 2014. Office furniture accounted for 5.9% of the Company’s second quarter of 2015 consolidated net sales. Within this category, the loss of sales at Office Depot was mostly offset by growth in other large customers and e-tailers.

The remainder of the Company’s second quarter 2015 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit for the second quarter of 2015 was $212.1 million, compared to $199.5 million in the second quarter of 2014. The gross margin rate of 15.8% was up 69 basis points (bps) from the prior-year quarter gross margin rate of 15.1%. Our acquisitions added an incremental 29 basis points to our gross margin rate in the quarter.  Excluding the impact of our acquisitions, our gross margin rate benefited from a favorable product mix.

Operating Expenses. Operating expenses for the second quarter were $158.2 million or 11.8% of sales, including $1.7 million related to repositioning actions. Adjusted operating expenses were $156.4 million or 11.7% of sales compared with $142.2 million or 10.8% of sales in the same period last year. The $14.2 million increase was driven by $12.8 million of incremental expenses from acquisitions.

Interest Expense, net. Interest expense, net for the second quarter of 2015 was $4.8 million compared to $3.8 million in the second quarter of 2014. This was driven by higher debt outstanding related to our acquisition in the fourth quarter of 2014.  Interest expense is expected to be higher in 2015 than in the prior year.

Income Taxes. Income tax expense was $18.9 million for the second quarter of 2015, compared with $20.1 million for the same period in 2014. The Company’s effective tax rate was 38.4% for the current-year quarter and 37.6% for the same period in 2014.

Net Income. Net income for the second quarter of 2015 totaled $30.3 million or $0.79 per diluted share, including $0.9 million after-tax, or $0.03 per diluted share, of costs related to repositioning actions. Adjusted net income was $31.2 million, or $0.82 per diluted share, compared with net income of $33.3 million or $0.85 per diluted share for the same three-month period in 2014.

Results of Operations—Six Months Ended June 30, 2015 Compared with the Six Months Ended June 30, 2014

Net Sales. Net sales for the first six months of 2015 were $2.67 billion. The following table summarizes net sales by product category for the six-month periods ended June 30, 2015 and 2014 (in thousands):

 

Six Months Ended June 30,

 

 

2015 (1)

 

 

2014 (1)

 

Janitorial and breakroom supplies

$

725,318

 

 

$

686,668

 

Technology products

 

703,083

 

 

 

724,780

 

Traditional office products (including cut-sheet paper)

 

590,305

 

 

 

654,434

 

Industrial supplies

 

425,262

 

 

 

279,009

 

Office furniture

 

156,635

 

 

 

153,656

 

Freight revenue

 

62,258

 

 

 

58,818

 

Services, Advertising and Other

 

11,313

 

 

 

16,811

 

Total net sales

$

2,674,174

 

 

$

2,574,176

 

21


(1)

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications include changes between several product categories due to several specific products being reclassified to different categories. These changes did not impact the Condensed Consolidated Statements of Income.

Sales in the technology products category (primarily ink and toner) were flat to the third quarter of 2013. This category accounted for 26.8% of net sales for the third quarter of 2014. Sales declines in this category mainly resulted from a new distribution policy by our largest product line manufacturer that limits our sales to certain authorized resellers. This negative impact was offset by sales to certain large customers during the quarter and the addition of new business.

Sales in the janitorial and breakroom supplies product category increased 12.1%5.6% in the third quarterfirst six months of 20142015 compared to the third quarterfirst six months of 2013.2014. This category accounted for 27.2%27.1% of the Company’s third quarter 2014first six months of 2015 consolidated net sales. Sales growth in this category was driven by enhanced product line launches which increased breakroom sales through our traditional channels as well as 2.4% of incremental sales from being named the primary supplier for Office Depot’s janitorial and breakroom business.

Sales of traditional office products increased in the third quarter of 2014 by 1.4% versus the third quarter of 2013. Traditional office supplies represented 25.4% of the Company’s consolidated net sales for the third quarter of 2014. Within this category, we saw continued double-digitbusiness, growth in e-tailers, a rebound in government spending,e-tail and growth with certain larger customers. These were partially offset by lower sales of cut-sheet paper and the continued effects of workplace digitization which is lowering overall consumption.

Industrial supplies sales in the third quarter of 2014 increased by 24.4% compared to the same prior-year period. Sales of industrial supplies accounted for 11.5% of the Company’s net sales for the third quarter of 2014 and reflected solid sales momentum in the general industrial channel and double-digit growth in the safety and e-commerce channels.  We also saw moderate growth in the oilfield-pipeline and welding channels. The acquisition of CPO contributed $21.9 million in incremental sales which benefited the quarterly growth rate. Without CPO, industrial sales increased 7.7% over the prior-year quarter.  

Office furniture sales in the third quarter of 2014 decreased 0.7% compared to the third quarter of 2013. Office furniture accounted for 6.0% of the Company’s third quarter of 2014 consolidated net sales. Declines in this category are due to lower sales in national accounts offset by increased sales to e-commerceindependent dealer customers.

The remainder of the Company’s third quarter 2014 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit for the third quarter of 2014 was $211.0 million, compared to $203.7 million in the third quarter of 2013. The gross margin rate of 14.9% was down 37 basis points (bps) from the prior-year quarter gross margin rate of 15.2%. This decline was due primarily from higher freight costs (55 bps) and higher inventory related costs (15 bps).  This decline was partially offset by favorable product margins (30 bps), which was driven by increased supplier allowances, and lower advertising expenses. CPO had a favorable impact (15 bps) on the gross margin rate in the quarter.  Gross margin is expected to be volatile as we diversify and invest in the business.

Operating Expenses. Operating expenses for the third quarter were $146.6 million or 10.3% of sales, compared with $136.3 million or 10.2% of sales in the same period last year. Operating expenses were unfavorably impacted by the addition of CPO (25 bps) and increased bad debt expense (10 bps). Current quarter operating expenses were also impacted by savings from favorable capitalization

21


of purchase, storage, and handling costs (20 bps). The Company incurred approximately $0.5 million in incremental expenses in the quarter in addition to the internal resources deployed to the initiative to combine the Company’s office product and janitorial platforms.

Interest Expense, net. Interest expense, net for the third quarter of 2014 was $4.0 million compared to $2.7 million in the third quarter of 2013. This was driven by higher debt outstanding as well as the issuance of seven-year notes in January 2014, which replaced floating rate debt with long term, fixed rate debt.  Interest expense is expected to be higher in 2014 than in the prior year.

Income Taxes. Income tax expense was $22.3 million for the third quarter of 2014, compared with $24.2 million for the same period in 2013. The Company’s effective tax rate was 36.9% for the current-year quarter and 37.4% for the same period in 2013. The current quarter tax rate was favorably impacted by net favorable permanent differences, a favorable federal return to provision adjustment, and a decrease in state reserves.

Net Income. Net income for the third quarter of 2014 totaled $38.2 million or $0.98 per diluted share, compared with net income of $40.5 million or $1.01 per diluted share for the same three-month period in 2013.

Results of Operations—Nine Months Ended September 30, 2014 Compared with the Nine Months Ended September 30, 2013

Net Sales. Net sales for the first nine months of 2014 were $3.99 billion. The following table summarizes net sales by product category for the nine-month periods ended September 30, 2014 and 2013 (in thousands):

 

Nine Months Ended September 30,

 

 

2014 (1)

 

 

2013 (1)

 

Technology products

$

1,102,085

 

 

$

1,120,372

 

Janitorial and breakroom supplies

 

1,076,679

 

 

 

1,002,715

 

Traditional office products (including cut-sheet paper)

 

1,016,260

 

 

 

999,356

 

Industrial supplies

 

441,580

 

 

 

393,463

 

Office furniture

 

237,591

 

 

 

239,359

 

Freight revenue

 

92,120

 

 

 

79,896

 

Services, Advertising and Other

 

27,808

 

 

 

26,494

 

Total net sales

$

3,994,123

 

 

$

3,861,655

 

(1)

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications include changes between several product categories due to several specific products being reclassified to different categories. These changes did not impact the Condensed Consolidated Statements of Income.

Sales in the technology products category (primarily ink and toner) decreased in the first ninesix months of 20142015 by 1.6%3.0% versus the first ninesix months of 2013.2014. This category which continues to represent the largest percentage of the Company’s consolidated net sales on a year to date basis, accounted for 27.6%26.3% of net sales for the first ninesix months of 2014.2015. Sales declines in this category were partiallydeclined due to a new distribution policy bythe loss of business with Office Depot, lower sales at our largest product line manufacturer that limitsMexican subsidiary and reduced demand in our independent channel. The sales to certain authorized resellers. This negative impactdecline was partially offset by new business with certain large customers.

Sales in the janitorial and breakroom supplies product category increased 7.4% in the first nine months of 2014 compared to the first nine months of 2013. This category accounted for 27.0% of the Company’s first nine months of 2014 consolidated net sales. Sales growth in this category was driven by gains in breakroom as we launched an enhanced product line as well as incremental sales from now being the primary supplier for Office Depot’s janitoriale-tailers and breakroom business.technology resellers.

Sales of traditional office products increaseddecreased in the first ninesix months of 20142015 by 1.7%9.8% versus the first ninesix months of 2013.2014. Traditional office supplies represented 25.4%22.1% of the Company’s consolidated net sales for the first ninesix months of 2014. Within2015. The decline in this category higher saleswas primarily driven by the decline of cut-sheet paper continued double-digit growth in sales to e-tailers,as we exited low margin business and a rebound in government spending were partially offset by the continued effectsloss of workplace digitization which is lowering overall consumption.first call supplier status with Office Depot.

Industrial supplies sales in the first ninesix months of 20142015 increased by 12.2%52.4% compared to the same prior-year period. Sales of industrial suppliesperiod and accounted for 11.1%15.9% of the Company’s net sales for the first ninesix months of 2014. Increases in the general industrial, oilfield-pipeline and safety channels were partially offset by the continued decline in welding. CPO2015. Our acquisitions contributed $30.1$176.8 million in incremental sales which benefited the growth rate.sales. Excluding sales from CPO,acquisitions, industrial supplies sales increased 4.6%declined 11.0% over the same period last year, due to declines in our general industrial and energy channels. We expect this impact to continue throughout the year.

22


Office furniture sales in the first ninesix months of 2014 decreased 0.7%2015 increased 1.9% compared to the first ninesix months of 2013.2014. Office furniture accounted for 5.9% of the Company’s first ninesix months of 20142015 consolidated net sales. SalesImproved sales with a large national customer and growth in this category were down slightly duee-tail and independent resellers more than offset lost sales to lower sales in independent channel dealers and national accounts offset by growth with e-tailer customers.Office Depot.

The remainder of the Company’s first ninesix months of 20142015 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit for the first ninesix months of 20142015 was $597.6$416.5 million, compared to $594.1$386.5 million in the first ninesix months of 2013.2014. The gross margin rate of 15.0%15.6% was down 40up 56 basis points (bps) from the prior-year period gross margin rate of 15.4%15.0%. This declineincrease was due primarily to lower product margin (15 bps) which included a shifting product and customer mix compared to the prior-year period, offset by favorable supplier allowances. Gross margin was also unfavorably affected by higher freight costs (20acquisitions (37 bps) and higher inventory-related adjustments driven by inflation (5 bps).a favorable product mix.

Operating Expenses. Operating expenses for the first ninesix months of 20142015 were $437.6$356.5 million or 11.0%13.3% of sales, compared with $442.6$291.0 million or 11.5%11.3% of sales in the same period last year. Excluding the $14.4 million network optimization and cost reduction charge in the first nine months of 2013, adjusted operating expenses were $428.1 million or 11.1% of sales in 2013. Current period operating expenses were affected by lower employee-related expenses (15 bps) offset by investmentsacquisitions which added an incremental $30.3 million in the business.operating expenses. The Company incurred approximately $2.5$2.4 million in the first ninesix months of 20142015 related to the initiative to combine the Company’s office product and janitorial platforms.

Interest Expense, net. Interest expense, net for the first ninesix months of 20142015 was $11.2$9.6 million compared to $8.7$7.2 million in the first ninesix months of 2013. This was driven primarily by higher borrowings in the period as well as the issuance of seven-year notes in January 2014 which replaced floating rate debt with long-term, fixed rate debt.2014.

Income Taxes. Income tax expense was $55.4$24.1 million for the first ninesix months of 2014,2015, compared with $53.8$33.1 million for the same period in 2013.2014. The Company’s effective tax rate was 37.3%47.8% for the current-year period and 37.7%37.5% for the same period in 2013.2014.

Net Income. Net income for the first ninesix months of 20142015 totaled $93.4$26.3 million or $2.38$0.69 per diluted share, including $24.8 million after-tax, or $0.64 per diluted share, of costs related to repositioning actions. Adjusted net income was $51.1 million, or $1.33 per diluted share, compared with net income of $89.0$55.2 million or $2.21$1.40 per diluted share for the same nine-monthsix-month period in 2013. Adjusted for the impact of the network optimization and cost reduction charge in the first nine months of 2013, net income was $98.0 million or $2.43 per diluted share in the prior-year period.2014.

Cash Flows

The following discussion focuses on information included in the accompanying Condensed Consolidated Statements of Cash Flows.

Operating Activities

Net cash provided by operating activities for the ninesix months ended SeptemberJune 30, 20142015 totaled $93.7$120.8 million, compared with $79.4$78.9 million in the same nine-monthsix-month period of 2013.2014. The current nine-month period cash flow was positively affected by a reduction in inventory levels from December 31, 2013 and a favorable change in accounts payable, partially offset by higher accounts receivables. Additionally in53% improvement over the first quarter of 2013, the Company paid a cash contributionprior year demonstrates our commitment to its pension plans totaling $13.0 million. The cash contribution to the pension plan in the first quarter of 2014 was $2.0 million.effectively manage working capital.  

22


Investing Activities

Net cash used in investing activities for the first ninesix months of 20142015 was $41.3$12.4 million, compared with $19.3$35.6 million for the ninesix months ended SeptemberJune 30, 2013. This included the $26.7 million acquisition, net of cash acquired, of CPO in May 2014. For the full year 2014,2015, the Company expects capital spending, excluding acquisitions, to be approximately $20.0$30.0 million to $25.0$35.0 million. On July 14, 2015, the Company’s Board of Directors approved the payment of a $0.14 per share dividend payable to stockholders of record as of September 15, 2015 to be paid on October 15, 2015.

Financing Activities

Net cash used in financing activities for the ninesix months ended SeptemberJune 30, 20142015 totaled $49.8$95.0 million, compared with $61.0$34.1 million in the prior-year period. Net cash used in financing activities during the first ninesix months of 20142015 was impacted by $12.2$52.7 million in net borrowingsrepayments under debt arrangements, offset by $43.0$31.2 million in share repurchases and $16.4$10.7 million in payments of cash dividends.

23


Liquidity and Capital Resources

United’sEssendant’s growth has historically been funded by a combination of cash provided by operating activities and debt financing. We believe that our cash from operations and collections of receivables, coupled with our sources of borrowings and available cash on hand, are sufficient to fund its currently anticipated requirements. These requirements include payments of interest and dividends, scheduled debt repayments, capital expenditures, working capital needs, restructuring activities, the funding of pension plans, and funding for additional share repurchases and acquisitions, if any. Due to our credit profile over the years, external funds have been available at an acceptable cost. We believe that current credit arrangements are sound and that the strength of our balance sheet affords us the financial flexibility to respond to both internal growth opportunities and those available through acquisitions.

Financing available from debt and the sale of accounts receivable as of SeptemberJune 30, 2014,2015, is summarized below (in millions):

Availability

 

Maximum financing available under:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Credit Agreement

$

700.0

 

 

 

 

 

$

700.0

 

 

 

 

 

2013 Note Purchase Agreement

 

150.0

 

 

 

 

 

 

150.0

 

 

 

 

 

Receivables Securitization Program (1)

 

200.0

 

 

 

 

 

 

200.0

 

 

 

 

 

Maximum financing available

 

 

 

 

$

1,050.0

 

 

 

 

 

$

1,050.0

 

Amounts utilized:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Credit Agreement

 

195.0

 

 

 

 

 

 

311.1

 

 

 

 

 

2013 Note Purchase Agreement

 

150.0

 

 

 

 

 

 

150.0

 

 

 

 

 

Receivables Securitization Program (1)

 

200.0

 

 

 

 

 

 

200.0

 

 

 

 

 

Outstanding letters of credit

 

11.1

 

 

 

 

 

 

11.1

 

 

 

 

 

Total financing utilized

 

 

 

 

 

556.1

 

 

 

 

 

 

672.2

 

Available financing, before restrictions

 

 

 

 

 

493.9

 

 

 

 

 

 

377.8

 

Restrictive covenant limitation

 

 

 

 

 

78.0

 

 

 

 

 

 

-

 

Available financing as of September 30, 2014

 

 

 

 

$

415.9

 

Available financing as of June 30, 2015

 

 

 

 

$

377.8

 

 

(1)

The Receivables Securitization Program provides for maximum funding available of the lesser of $200.0 million or the total amount of eligible receivables less excess concentrations and applicable reserves.

The Company’s outstanding debt consisted of the following amounts (in millions):

 

 

As of

 

 

As of

 

 

September 30,

 

 

December 31,

 

 

2014

 

 

2013

 

2013 Credit Agreement

$

195.0

 

 

$

206.8

 

2013 Note Purchase Agreement

 

150.0

 

 

 

-

 

2007 Note Purchase Agreement (2)

 

-

 

 

 

135.0

 

Receivables Securitization Program

 

200.0

 

 

 

190.7

 

Mortgage & Capital Lease

 

0.9

 

 

 

1.2

 

Debt

 

545.9

 

 

 

533.7

 

Stockholders’ equity

 

863.6

 

 

 

825.5

 

Total capitalization

$

1,409.5

 

 

$

1,359.2

 

 

 

 

 

 

 

 

 

Debt-to-total capitalization ratio

 

38.7

%

 

 

39.3

%

(2)

The parties to the 2007 Note Purchase Agreement have satisfied their obligations under that agreement. The Company will not issue any new debt under the 2007 Note Purchase Agreement.

 

As of

 

 

As of

 

 

June 30,

 

 

December 31,

 

 

2015

 

 

2014

 

2013 Credit Agreement

$

311.1

 

 

$

363.0

 

2013 Note Purchase Agreement

 

150.0

 

 

 

150.0

 

Receivables Securitization Program

 

200.0

 

 

 

200.0

 

Mortgage & Capital Lease

 

0.1

 

 

 

0.9

 

Debt

 

661.2

 

 

 

713.9

 

Stockholders’ equity

 

840.3

 

 

 

856.1

 

Total capitalization

$

1,501.5

 

 

$

1,570.0

 

 

 

 

 

 

 

 

 

Debt-to-total capitalization ratio

 

44.0

%

 

 

45.5

%

23


We believe that our operating cash flow and financing capacity, as described, provide adequate liquidity for operating the business for the foreseeable future. Refer to Note 7,8, “Debt”, for further descriptions of the provisions of our financing facilities as well as Note 9 “Debt” in our Annual Report on Form 10-K for the year-ended December 31, 2013.2014.

24


Contractual Obligations

During the nine-monthsix-month period ended SeptemberJune 30, 2014,2015, contractual obligations have increased $18.0$78.2 million from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, primarily2014, driven by a new software licensethe renewed corporate office building lease and maintenance agreement and renewed building leases.other facility lease renewals.

 

24


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is subject to market risk associated principally with changes in interest rates and foreign currency exchange rates. There were no material changes to the Company’s exposures to market risk during the first ninesix months of 20142015 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.2014.

 

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that material information required to be disclosed in our reports filed with or submitted to the Securities and Exchange Commission under the Securities Exchange Act is made known to management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended SeptemberJune 30, 2014,2015, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

25


PART II — OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS.

The Company has been named as a defendant in an action filed before the United States District Court for the Central District of California on May 1, 2015. The complaint alleges that the Company sent unsolicited fax advertisements to  two named plaintiffs, as well as thousands of other persons and entities, in violation of the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005 ("TCPA"). After filing the complaint, the plaintiff filed a motion asking the Court to certify a class of plaintiffs comprised of persons and entities who allegedly received fax advertisements from the Company.  Under the TCPA, recipients of unsolicited fax advertisements can seek damages of $500 per fax for inadvertent violations and up to $1,500 per fax for knowing and willful violations.   Other reported TCPA lawsuits have resulted in a broad range of outcomes, with each case being dependent on its own unique set of facts and circumstances.  The Company is vigorously contesting class certification and liability.  Litigation of this kind, however, is likely to lead to settlement negotiations, including negotiations prompted by pre-trial civil court procedures.  Regardless of whether the litigation is resolved at trial or through settlement, the Company believes that a loss associated with resolution of pending claims is probable.  However, the amount of any such loss, which could be material, cannot be reasonably estimated because the Company is continuing to evaluate its defenses based on its internal review and investigation of prior events, new information and future circumstances.

The Company is also involved in other legal proceedings arising in the ordinary course of or incidental to its business. The Company has established reserves, which are not material, for potential losses that are probable and reasonably estimable that may result from those proceedings. In many cases, however, it is difficult to determine whether a loss is probable or even possible or to estimate the amount or range of potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. The Company believes that pendingsuch ordinary course legal proceedings will be resolved with no material adverse effect upon its financial condition or results of operations.

 

ITEM 1A.

RISK FACTORS.

For information regarding risk factors, see “Risk Factors” in Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2013.2014. There have been no material changes to the risk factors described in such Form 10-K.

 

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)

Not applicable.

(b)

Not applicable.

(c)

Common Stock Purchases.

During the nine-month periods ended September 30, 2014 and 2013, the Company repurchased 1,074,574 and 1,353,020 shares of USI’s common stock at an aggregate cost of $43.0 million and $47.5 million, respectively. The Company repurchased 1,074,574 million shares for $43.0 million year-to-date through October 17, 2014. As of that date, the Company had approximately $50.0

During the six-month periods ended June 30, 2015 and 2014, the Company repurchased 781,141 and 791,291 shares of common stock at an aggregate cost of $31.5 million and $31.7 million, respectively. On February 11, 2015, the Board of Directors authorized the Company to purchase an additional $100.0 million of common stock. The Company repurchased 885,181 million shares for $35.5 million year-to-date through July 20, 2015. As of that date, the Company had approximately $106.9 million remaining of existing share repurchase authorization from the Board of Directors.

 

2014 Fiscal Month

 

Total Number

of Shares

Purchased

 

 

Average Price

Paid per Share

 

 

Total Number of

Shares Purchased as

Part of a Publicly

Announced Program

 

 

Approximate Dollar

Value of Shares that

May Yet Be

Purchased Under

the Program

 

July 1, 2014 to July 31, 2014

 

 

176,499

 

 

$

40.08

 

 

 

176,499

 

 

$

54,301,155

 

August 1, 2014 to August 31, 2014

 

 

106,784

 

 

 

40.28

 

 

 

106,784

 

 

 

50,000,029

 

September 1, 2014 to September 30, 2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,000,029

 

          Total Third Quarter

 

 

283,283

 

 

$

-

 

 

 

283,283

 

 

$

50,000,029

 

2015 Fiscal Month

 

Total Number

of Shares

Purchased

 

 

Average Price

Paid per Share

 

 

Total Number of

Shares Purchased as

Part of a Publicly

Announced Program

 

 

Approximate Dollar

Value of Shares that

May Yet Be

Purchased Under

the Program

 

April 1, 2015 to April 30, 2015

 

 

86,793

 

 

$

41.98

 

 

 

86,793

 

 

$

122,548,958

 

May 1, 2015 to May 31, 2015

 

 

115,048

 

 

 

39.81

 

 

 

115,048

 

 

 

117,968,784

 

June 1, 2015 to June 30, 2015

 

 

176,621

 

 

 

39.57

 

 

 

176,621

 

 

 

110,979,546

 

          Total Second Quarter

 

 

378,462

 

 

$

40.45

 

 

 

378,462

 

 

$

110,979,546

 

 

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ITEM 6.

EXHIBITS

(a)

Exhibits

This Quarterly Report on Form 10-Q includes as exhibits certain documents that the Company has previously filed with the SEC. Such previously filed documents are incorporated herein by reference from the respective filings indicated in parentheses at the end of the exhibit descriptions (all made under the Company’s file number of 0-10653). Each of the management contracts and compensatory plans or arrangements included below as an exhibit is identified as such by a double asterisk at the end of the related exhibit description.

 

Exhibit No.

  

Description

3.13.1*

  

Third Restated Certificate of Incorporation of the Company, dated as of March 19, 2002June 1, 2015

3.2*

Amended and Restated Bylaws of the Company, dated as of June 1, 2015

4.1

Note Purchase Agreement, dated as of November 25, 2013, among USI, USSC, and the note purchasers identified therein (the “2013 Note Purchase Agreement”) (Exhibit 3.14.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001,2013, filed on April 1, 2002)

3.2

Amended and Restated Bylaws of the Company, dated as of July 21,February 19, 2014 (Company’s current report on(the “2013 Form 8-K, filed on July 24, 2014)

4.1

Master Note Purchase Agreement, dated as of October 15, 2007, among United Stationers Inc. (“USI”10-K”), United Stationers Supply Co. (“USSC”), and the note Purchasers identified therein (Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010, filed on August 6, 2010)

 

 

4.2

  

Parent Guaranty, dated as of October 15, 2007,November 25, 2013, by USI in favor of the holders of the promissory notes identified therein (Exhibit 4.44.5 to the Company’s2013 Form 10-Q for the quarter ended September 30, 2007, filed on November 7, 2007)10-K)

 

 

4.3

  

Subsidiary Guaranty, dated as of October 15, 2007,November 25, 2013, by Lagasse, Inc., United Stationers Technology Services LLC (“USTS”) and United Stationers Financial Services LLC (“USFS”) in favorall of the holdersdomestic subsidiaries of the promissory notes identified thereinUSSC (Exhibit 4.54.6 to the Company’s2013 Form 10-Q for the quarter ended September 30, 2007, filed on November 7, 2007)10-K)

 

 

10.1*10.1

  

Third Amendment to Amended and Restated Transfer and Administration Agreement, datedEssendant Inc. 2015 Long-Term Incentive Plan effective as of July 25, 2014, by United Stationers Receivables, LLC, USSC, USFS, PNC Bank, National Association andMay 20, 2015 (Appendix A to the Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.2015 DEF 14-A Proxy Statement)**

 

 

10.2*10.2

 

Equity PurchaseLetter Agreement dated June 4, 2015 among Essendant Inc., Essendant Co. and Robert B. Aiken, Jr. (Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2015)**

10.3

Third Omnibus Amendment to Transaction Documents dated as of September 10, 2014, by USSC, Richard Bell, Lauren R. Bell, Alison R. Bell Keim, Andrew Keim, Chant Tobi, Donald R. Bernhardt,June 26, 2015 between Essendant Co., Essendant Receivables LLC, Essendant Financial Services LLC, The Bell Family Trust for Lauren Bell, The Bell Family Trust for Alison (Bell) Keim, 6772731 Canada Inc.Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Logistics Resource Group, L.P. In accordance with Item 601(b)(2) of Regulation S-K, the schedules and exhibitPNC Bank, National Association (Exhibit 10.1 to the Agreement are not being filed. The Agreement contains a list briefly identifying the contents of all omitted schedules and exhibits and the Company hereby agrees to furnish supplementally a copy of any omitted schedule and exhibits to the Securities and Exchange Commission upon request.Company’s Current Report on Form 8-K, filed on July 2, 2015)

 

 

31.1*

  

Certification of Chief Executive Officer, dated as of OctoberJuly 23, 2014,2015, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2*

  

Certification of Chief Financial Officer, dated as of OctoberJuly 23, 2014,2015, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1*

  

Certification of Chief Executive Officer and Chief Financial Officer, dated as of OctoberJuly 23, 2014,2015, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101*

  

The following financial information from United StationersEssendant Inc.’s Quarterly Report on Form 10-Q for the period ended SeptemberJune 30, 2014,2015, filed with the SEC on OctoberJuly 23, 2014,2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statement of Income for the three-three-month and nine-monthsix-month periods ended SeptemberJune 30, 20142015 and 2013,2014, (ii) the Condensed Consolidated Balance Sheet at SeptemberJune 30, 20142015 and December 31, 2013,2014, (iii) the Condensed Consolidated Statement of Cash Flows for the nine-month periodsix-month periods ended SeptemberJune 30, 20142015 and 2013,2014, and (iv) Notes to Condensed Consolidated Financial Statements.

*

- Filed herewith

**

- Represents a management contract or compensatory plan or arrangement

 

 


27


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 thereunto duly authorized.

 

 

 

 

UNITED STATIONERSESSENDANT INC.

 

 

 

(Registrant)

 

 

Date: OctoberJuly 23, 20142015

 

 

/s/ Todd A. Shelton

 

 

 

Todd A. Shelton

 

 

 

Senior Vice President and Chief Financial Officer

 

 

 

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