Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VERITIV CORPORATION | |
Entity Central Index Key | 1,599,489 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 16,001,132 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales (including sales to related party of $8.5, $8.0, $26.6 and $25.0, respectively) | $ 2,126.6 | $ 2,219.8 | $ 6,207.2 | $ 6,517 |
Cost of products sold (including purchases from related party of $71.4, $67.0, $174.3 and $205.0, respectively) (exclusive of depreciation and amortization shown separately below) | 1,743.8 | 1,825.8 | 5,086.2 | 5,356 |
Distribution expenses | 126 | 129.8 | 375.2 | 390 |
Selling and administrative expenses | 207.3 | 207.1 | 615.9 | 635.7 |
Depreciation and amortization | 13.4 | 13.7 | 40.5 | 42.5 |
Integration expenses | 7.3 | 8.3 | 19.6 | 28.6 |
Restructuring charges | 5.8 | 3 | 7.2 | 8.6 |
Operating income | 23 | 32.1 | 62.6 | 55.6 |
Interest expense, net | 8.2 | 7 | 21.1 | 19.8 |
Other expense (income), net | 1.2 | 1.7 | 6.3 | 3.7 |
Income before income taxes | 13.6 | 23.4 | 35.2 | 32.1 |
Income tax expense | 8 | 8.9 | 18.4 | 15.5 |
Net income | $ 5.6 | $ 14.5 | $ 16.8 | $ 16.6 |
Basic earnings per share (usd per share) | $ 0.35 | $ 0.91 | $ 1.05 | $ 1.04 |
Diluted earnings per share (usd per share) | $ 0.34 | $ 0.91 | $ 1.04 | $ 1.04 |
Weighted average number of shares outstanding – basic (in shares) | 16,000 | 16,000 | 16,000 | 16,000 |
Weighted average number of shares outstanding – diluted (in shares) | 16,270 | 16,000 | 16,050 | 16,000 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Related party sales | $ 8.5 | $ 8 | $ 26.6 | $ 25 |
Related party cost of products sold | $ 71.4 | $ 67 | $ 174.3 | $ 205 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 5.6 | $ 14.5 | $ 16.8 | $ 16.6 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (1.6) | (3.7) | 0.6 | (10.2) |
Change in fair value of cash flow hedge, net of $0.0, $0.2, $0.2 and $0.2 tax, respectively | 0 | (0.4) | (0.3) | (0.4) |
Pension liability adjustments, net of $0.0 and $0.1 tax for 2016 | 0 | 0 | 0.2 | 0 |
Other comprehensive income (loss) | (1.6) | (4.1) | 0.5 | (10.6) |
Total comprehensive income | $ 4 | $ 10.4 | $ 17.3 | $ 6 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in fair value of cash flow hedge, tax | $ 0 | $ 0.2 | $ 0.2 | $ 0.2 |
Pension liability adjustments, tax | $ 0 | $ 0.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 59.2 | $ 54.4 |
Accounts receivable, less allowances of $33.9 and $33.3, respectively | 1,088.1 | 1,037.5 |
Related party receivable | 3.5 | 3.9 |
Inventories | 703.7 | 720.6 |
Other current assets | 116 | 108.8 |
Total current assets | 1,970.5 | 1,925.2 |
Property and equipment (net of depreciation and amortization of $289.8 and $263.0, respectively) | 365.9 | 363.7 |
Goodwill | 50.2 | 50.2 |
Other intangibles, net | 24.5 | 30.2 |
Deferred income tax assets | 65.4 | 73.3 |
Other non-current assets | 30.9 | 34.3 |
Total assets | 2,507.4 | 2,476.9 |
Current liabilities: | ||
Accounts payable | 641.8 | 565.1 |
Related party payable | 6.4 | 10.7 |
Accrued payroll and benefits | 85.5 | 120.5 |
Other accrued liabilities | 106.7 | 100.4 |
Current maturities of long-term debt | 3 | 2.8 |
Financing obligations to related party, current portion | 15.1 | 14.7 |
Total current liabilities | 858.5 | 814.2 |
Long-term debt, net of current maturities | 768.2 | 800.5 |
Financing obligations to related party, less current portion | 183.4 | 197.8 |
Defined benefit pension obligations | 26.7 | 28.7 |
Other non-current liabilities | 116 | 105.6 |
Total liabilities | 1,952.8 | 1,946.8 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value, 10.0 million shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value, 100.0 million shares authorized, 16.0 million shares issued and outstanding | 0.2 | 0.2 |
Additional paid-in capital | 573.4 | 566.2 |
Accumulated earnings (deficit) | 15.5 | (1.3) |
Accumulated other comprehensive loss | (34.5) | (35) |
Total shareholders' equity | 554.6 | 530.1 |
Total liabilities and shareholders' equity | $ 2,507.4 | $ 2,476.9 |
Condensed Consolidated Balance7
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 33.9 | $ 33.3 |
Depreciation and amortization | $ 289.8 | $ 263 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in Shares) | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in Shares) | 16,000,000 | 16,000,000 |
Common stock, shares outstanding (in Shares) | 16,000,000 | 16,000,000 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities | ||
Net income | $ 16.8 | $ 16.6 |
Depreciation and amortization | 40.5 | 42.5 |
Amortization of deferred financing fees | 4.9 | 3.3 |
Long-lived asset impairment charges | 4 | 2.6 |
Provision for allowance for doubtful accounts | 0.4 | 6.8 |
Deferred income tax provision | 8.1 | 13.7 |
Stock-based compensation | 7.2 | 3 |
Other non-cash items, net | 2 | 0.5 |
Changes in operating assets and liabilities | ||
Accounts receivable and related party receivable | (48.6) | 20 |
Inventories | 19.9 | (43.6) |
Accounts payable and related party payable | 38.5 | 81.5 |
Accrued payroll and benefits | (39.9) | 0.1 |
Other | 6.1 | (16.5) |
Net cash provided by operating activities | 59.9 | 130.5 |
Investing Activities | ||
Property and equipment additions | (29.8) | (34.2) |
Proceeds from asset sales | 5.1 | 0.2 |
Net cash used for investing activities | (24.7) | (34) |
Financing Activities | ||
Change in book overdrafts | 32.9 | (15.1) |
Borrowings of long-term debt | 3,394.4 | 3,458.9 |
Repayments of long-term debt | (3,439) | (3,529.9) |
Payments under equipment capital lease obligations | (2.3) | (2.8) |
Payments under financing obligations to related party | (14.4) | (10.3) |
Deferred financing fees | (2) | 0 |
Net cash used for financing activities | (30.4) | (99.2) |
Effect of exchange rate changes on cash | 0 | (1.4) |
Net change in cash | 4.8 | (4.1) |
Cash at beginning of period | 54.4 | 57.6 |
Cash at end of period | 59.2 | 53.5 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes, net of refunds | 3.1 | 1.4 |
Cash paid for interest | 15.5 | 16 |
Non-Cash Investing and Financing Activities | ||
Non-cash additions to property and equipment | $ 12.3 | $ 3.1 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Policies | 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Veritiv Corporation ("Veritiv" or the "Company") is a North American business-to-business distributor of print, publishing, packaging and facility solutions. Additionally, Veritiv provides logistics and supply chain management solutions to its customers. Veritiv was established in 2014, following the merger of International Paper Company's xpedx distribution solutions business ("xpedx") and UWW Holdings, Inc. ("UWWH"), the parent company of Unisource Worldwide, Inc. ("Unisource") (the "Merger"). The Company operates from approximately 180 distribution centers primarily throughout the U.S., Canada and Mexico. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for a complete set of annual audited financial statements. The accompanying unaudited financial information should be read in conjunction with the Consolidated and Combined Financial Statements and Notes contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2015. In the opinion of management, all adjustments, including normal recurring accruals and other adjustments, considered necessary for a fair presentation have been included. The operating results for the interim periods are not necessarily indicative of results for the full year. All significant intercompany transactions between Veritiv's businesses have been eliminated. Following the Merger, certain corporate and other related functions continued to be provided by International Paper under a transition services agreement. During the three and nine months ended September 30, 2015 , the Company recognized $0.8 million and $9.6 million , respectively, in selling and administrative expenses related to this agreement. As of December 31, 2015, all of the functions originally provided by International Paper under this agreement have been fully transitioned to the Company. Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and certain financial statement disclosures. Estimates and assumptions are used for, but not limited to, revenue recognition, accounts receivable valuation, inventory valuation, employee benefit plans, income tax contingency accruals and valuation allowances and goodwill and other intangible asset valuations. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Estimates are revised as additional information becomes available. Recently Issued Accounting Standards Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018; early adoption date is no earlier than the annual period beginning after December 15, 2016 The Company is currently evaluating the alternative methods of adoption (full retrospective or modified retrospective), and the effect on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2018. ASU 2015-11, Simplifying the Measurement of Inventory The standard requires companies to measure inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This ASU will not apply to inventories measured by either the last-in first-out (LIFO) method or retail inventory method. January 1, 2017 The Company plans to adopt this ASU on January 1, 2017. Given that the majority (approximately 87% of the September 30, 2016 inventory balance) of the Company's inventory is measured using LIFO, it is not expected that the adoption of these provisions will have a material effect on its Consolidated Financial Statements. ASU 2016-02, Leases (Topic 842) The standard requires lessees to put most leases on their balance sheet but recognize expenses in their statement of operations in a manner similar to current accounting guidance. The new standard also eliminates the current guidance related to real estate specific provisions. January 1, 2019; early adoption is permitted The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2019. ASU 2016-09, Compensation-Stock Compensation (Topic 718) The standard was issued as part of the Financial Accounting Standards Board's simplification initiative. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including income tax consequences, award classification as either equity or liabilities, and classification on the statement of cash flows. January 1, 2017; early adoption is permitted The Company adopted this ASU on January 1, 2016. The adoption did not materially impact the financial statements or related disclosures. ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) The standard will replace the currently required incurred loss impairment methodology with guidance that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to be considered in making credit loss estimates. January 1, 2020; early adoption for fiscal years beginning after December 15, 2018 The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2020. ASU 2016-15, Statement of Cash Flows (Topic 230) The standard addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. January 1, 2018; early adoption is permitted The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2018. |
Integration and Restructuring C
Integration and Restructuring Charges | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Integration and Restructuring Charges | 2. INTEGRATION AND RESTRUCTURING CHARGES Integration Charges The Company initially expected integration and restructuring charges (associated with achieving anticipated cost savings and other synergies from the Merger) to be approximately $225 million through 2017, including approximately $55 million for capital expenditures primarily consisting of information technology infrastructure, systems integration and planning. Approximately $27 million of transaction-related expenses incurred at the time of the Merger and the $5.0 million restructuring charge in the third quarter of 2016 for a partial withdrawal from a multi-employer pension plan discussed below are excluded from the $225 million estimate of integration and restructuring charges. Through September 30, 2016 , the Company has incurred approximately $176 million in charges, including approximately $57 million for capital expenditures. During the three and nine months ended September 30, 2016 and 2015 , Veritiv incurred costs to integrate the combined businesses of xpedx and Unisource. Integration expenses include professional services and project management fees, internally dedicated integration management resources, retention compensation, information technology conversion costs, rebranding costs and other costs to integrate the combined businesses of xpedx and Unisource. The following table summarizes the components of integration expenses: Three Months Ended Nine Months Ended (in millions) 2016 2015 2016 2015 Integration management $ 2.2 $ — $ 6.0 $ — Retention compensation 0.4 2.3 2.4 8.9 Information technology conversion costs 1.9 2.1 4.3 6.4 Rebranding 0.9 1.7 2.1 4.2 Legal, consulting and other professional fees 0.8 1.4 1.8 6.8 Other 1.1 0.8 3.0 2.3 Total integration expenses $ 7.3 $ 8.3 $ 19.6 $ 28.6 Veritiv Restructuring Plan As part of the Merger, the Company is executing on a multi-year restructuring program of its North American operations intended to integrate the legacy xpedx and Unisource operations, generate cost savings and capture synergies across the combined company. The restructuring plan includes initiatives to: (i) consolidate warehouse facilities in overlapping markets, (ii) improve efficiency of the delivery network, (iii) consolidate customer service centers, (iv) reorganize the field sales and operations functions and (v) restructure the corporate general and administrative functions. As part of its restructuring efforts, the Company also continues to evaluate its operations outside of North America to identify additional cost saving opportunities. The Company has elected to restructure certain of its operations in specific countries, which included staff reductions, lease terminations, and facility closures. Related to these company-wide initiatives, the Company recorded restructuring charges of $5.8 million and $3.0 million for the three months ended September 30, 2016 and 2015 , respectively. The Company recorded restructuring charges of $7.2 million and $8.6 million during the nine months ended September 30, 2016 and 2015 , respectively. The restructuring charge recorded in the third quarter of 2016 consisted primarily of an estimated charge of $5.0 million related to the partial withdrawal from a multi-employer pension plan. The Company has also withdrawn from a multi-employer pension plan unrelated to the restructuring program and included the estimated charge of $2.3 million in distribution expenses. See Note 11, Segment Information, for the impact these charges had on the Company's reportable segments. Other direct costs reported in the table below include facility closing costs and other incidental costs associated with the development, communication, administration and implementation of these initiatives. The following is a summary of the Company's restructuring activity for the three and nine months ended September 30, 2016 : (in millions) Severance and Related Costs Other Direct Costs Non-Cash Items Total Balance at December 31, 2015 $ 1.7 $ 0.4 $ — $ 2.1 Costs incurred 0.7 0.3 0.7 1.7 Payments (0.9 ) (0.4 ) — (1.3 ) Other adjustments — — (0.7 ) (0.7 ) Balance at March 31, 2016 1.5 0.3 — 1.8 Costs incurred 0.9 1.5 (2.7 ) (0.3 ) Payments (0.6 ) (1.0 ) — (1.6 ) Other adjustments — — 2.7 2.7 Balance at June 30, 2016 1.8 0.8 — 2.6 Costs incurred 0.3 5.4 0.1 5.8 Payments (1.0 ) (0.7 ) — (1.7 ) Other adjustments — — (0.1 ) (0.1 ) Balance at September 30, 2016 $ 1.1 $ 5.5 $ — $ 6.6 The following is a summary of the Company's restructuring activity for the three and nine months ended September 30, 2015 : (in millions) Severance and Related Costs Other Direct Costs Non-Cash Items Total Balance at December 31, 2014 $ 3.7 $ 0.2 $ — $ 3.9 Costs incurred 1.9 1.5 — 3.4 Payments (2.7 ) (0.4 ) — (3.1 ) Balance at March 31, 2015 2.9 1.3 — 4.2 Costs incurred 1.0 1.2 — 2.2 Payments (1.1 ) (0.7 ) — (1.8 ) Balance at June 30, 2015 2.8 1.8 — 4.6 Costs incurred 0.8 0.2 2.0 3.0 Payments (1.3 ) (1.1 ) — (2.4 ) Other adjustments — — (2.0 ) (2.0 ) Balance at September 30, 2015 $ 2.3 $ 0.9 $ — $ 3.2 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 3. DEBT The Company's long-term debt obligations were as follows: (in millions) September 30, 2016 December 31, 2015 Asset-Based Lending Facility (the "ABL Facility") $ 753.4 $ 795.5 Equipment capital lease obligations (1) 17.8 7.8 Total debt 771.2 803.3 Less: current portion of long-term debt (3.0 ) (2.8 ) Long-term debt, net of current maturities $ 768.2 $ 800.5 (1) Equipment capital lease obligations include $10.7 million and $0.7 million related to the Toronto build-to-suit arrangement for the nine months ended September 30, 2016 and for the year ended December 31, 2015 , respectively. On August 11, 2016, the Company amended its ABL Facility to, among other things, extend the maturity date to August 11, 2021. All other significant terms remained consistent. The Company recognized a charge of $1.9 million to interest expense, net, on the Condensed Consolidated Statements of Income, for the write-off of a portion of the previously deferred financing costs associated with lenders in the original ABL Facility that exited the amended ABL Facility. In addition, the Company incurred and deferred $2.0 million of new financing costs associated with this transaction, reflected in other non-current assets in the Condensed Consolidated Balance Sheets, which will be amortized to interest expense on a straight-line basis over the amended term of the ABL Facility. Availability under the ABL Facility is determined based upon a monthly borrowing base calculation which includes eligible customer receivables and inventory, less outstanding borrowings, letters of credit and certain designated reserves. As of September 30, 2016 , the available additional borrowing capacity under the ABL Facility was approximately $442.1 million . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. INCOME TAXES The Company’s provision for income taxes for the three and nine months ended September 30, 2016 and 2015 is based on the estimated annual effective tax rate, plus any discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2016 2015 2016 2015 Income before income taxes $ 13.6 $ 23.4 $ 35.2 $ 32.1 Income tax expense $ 8.0 $ 8.9 $ 18.4 $ 15.5 Effective tax rate 58.8 % 38.0 % 52.3 % 48.3 % The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2016 and 2015 and the U.S. statutory tax rate of 35.0% primarily relates to the inability to recognize tax benefits on certain losses in the current year, non-deductible expenses, state income taxes (net of federal income tax benefit) and adjustments to uncertain tax positions. Additionally, the effective tax rate for the three and nine months ended September 30, 2015 includes the recognition of U.S. tax benefit with respect to foreign exchange loss on the capitalization of an intercompany loan with the Company's Canadian subsidiary. The effective tax rate may vary significantly due to potential fluctuations in the amount and source, including both foreign and domestic, of pre-tax income and changes in amounts of non-deductible expenses and other items that could impact the effective tax rate. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. RELATED PARTY TRANSACTIONS Transactions with Georgia-Pacific Veritiv purchases certain inventory items from, and sells certain inventory items to, Georgia-Pacific in the normal course of business. As a result of the Merger and related private placement, Georgia-Pacific, as joint owner of the sole stockholder of UWWH, is a related party. The following tables summarize the financial impact of these related party transactions with Georgia-Pacific: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2016 2015 2016 2015 Sales to Georgia-Pacific, reflected in net sales $ 8.5 $ 8.0 $ 26.6 $ 25.0 Purchases of inventory from Georgia-Pacific, recognized in cost of products sold $ 71.4 $ 67.0 $ 174.3 $ 205.0 (in millions) September 30, 2016 December 31, 2015 Inventories purchased from Georgia-Pacific that remained on Veritiv's balance sheet $ 24.6 $ 25.2 Related party payable to Georgia-Pacific $ 6.4 $ 10.7 Related party receivable from Georgia-Pacific $ 3.5 $ 3.9 In April 2016, Veritiv assumed ownership of a warehouse and distribution facility located in Austin, Texas that was subleased from Georgia-Pacific. The Company exercised its right of first refusal and matched a $5.4 million offer from an unrelated third party to purchase the facility directly from the owner. This transaction was accounted for as a settlement of the financing obligation related to the facility. Accordingly, Veritiv recognized a $1.3 million loss on the transaction, which is reflected in other expense (income), net, on the Condensed Consolidated Statements of Income for the nine months ended September 30, 2016. |
Defined Benefit Plans
Defined Benefit Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plan | 6. DEFINED BENEFIT PLANS In conjunction with the Merger, Veritiv assumed responsibility for Unisource’s defined benefit plans and Supplemental Executive Retirement Plans in the U.S. and Canada. Net periodic benefit cost (credit) associated with these plans is summarized below: Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 (in millions) U.S. Canada U.S. Canada Components of net periodic benefit cost (credit): Service cost $ 0.4 $ 0.1 $ 0.4 $ 0.1 Interest cost 0.7 0.8 0.8 0.7 Expected return on plan assets (1.2 ) (0.9 ) (1.4 ) (0.8 ) Net periodic benefit cost (credit) $ (0.1 ) $ 0.0 $ (0.2 ) $ 0.0 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 (in millions) U.S. Canada U.S. Canada Components of net periodic benefit cost (credit): Service cost $ 1.3 $ 0.2 $ 1.3 $ 0.2 Interest cost 2.5 2.4 2.5 2.4 Expected return on plan assets (3.8 ) (2.7 ) (4.1 ) (2.6 ) Amortization of net loss 0.1 0.1 — — Net periodic benefit cost (credit) $ 0.1 $ 0.0 $ (0.3 ) $ 0.0 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. FAIR VALUE MEASUREMENTS At September 30, 2016 and December 31, 2015 , the carrying amounts of cash, receivables, payables and other components of other current assets and other current liabilities approximate their fair value due to the short maturity of these items. Certain of the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. For the three months ended September 30, 2016 , the Company recognized $3.0 million in asset impairment charges related to its Publishing segment's customer relationship intangible asset, included in selling and administrative expenses, on the Condensed Consolidated Statements of Income. The impairment was determined after review of the segment's trended revenues and estimated cash flows (Level 3) for the specific customers included in the original asset valuation. As a result, the entire carrying value was deemed impaired. For the three months ended September 30, 2015 , the Company recognized $2.0 million in asset impairment charges related to property, plant and equipment disposed of as part of its restructuring efforts. The charge is included in restructuring charges on the Condensed Consolidated Statements of Income. The Company has on occasion recognized other minor impairments when warranted as part of its normal review of long-lived assets. Total asset impairments for the nine months ended September 30, 2016 and 2015 were $4.0 million and $2.6 million , respectively. The Company's liabilities disclosed at fair value at September 30, 2016 were as follows: (in millions) Total Level 1 Level 2 Level 3 ABL Facility $ 753.4 $ 753.4 Tax Receivable Agreement $ 67.8 $ 67.8 The Company's liabilities disclosed at fair value at December 31, 2015 were as follows: (in millions) Total Level 1 Level 2 Level 3 ABL Facility $ 795.5 $ 795.5 Tax Receivable Agreement $ 63.0 $ 63.0 Borrowings under the ABL Facility are at variable market interest rates and, accordingly, the carrying amount approximates fair value. At the time of the Merger, the Company recorded a $59.4 million contingent liability associated with the Tax Receivable Agreement ("TRA") at fair value using a discounted cash flow model that reflected management's expectations about probability of payment. The fair value of the TRA is a Level 3 measurement which relied upon both Level 2 data (publicly observable data such as market interest rates) and Level 3 data (internal data such as the Company’s projected revenues, taxable income and assumptions about the utilization of Unisource’s net operating losses, attributable to taxable periods prior to the Merger, by the Company). The contingent liability is remeasured at fair value at each reporting period with the change in fair value recognized in other expense (income), net in the Company’s Condensed Consolidated Statements of Income. At September 30, 2016 , the Company remeasured the contingent liability using a discount rate of 4.3% . The following table provides a reconciliation of the beginning and ending balance of the contingent liability for the three and nine months ended September 30, 2016 : (in millions) Contingent Liability Balance at December 31, 2015 $ 63.0 Change in fair value adjustment recorded in other expense (income), net 1.8 Balance at March 31, 2016 64.8 Change in fair value adjustment recorded in other expense (income), net 2.0 Balance at June 30, 2016 66.8 Change in fair value adjustment recorded in other expense (income), net 1.0 Balance at September 30, 2016 $ 67.8 The following table provides a reconciliation of the beginning and ending balance of the contingent liability for the three and nine months ended September 30, 2015 : (in millions) Contingent Liability Balance at December 31, 2014 $ 60.5 Purchase accounting adjustment 0.6 Change in fair value adjustment recorded in other expense (income), net 1.3 Balance at March 31, 2015 62.4 Change in fair value adjustment recorded in other expense (income), net (1.7 ) Balance at June 30, 2015 60.7 Change in fair value adjustment recorded in other expense (income), net 0.3 Balance at September 30, 2015 $ 61.0 There have been no transfers between the fair value measurement levels for the three and nine months ended September 30, 2016 . The Company recognizes transfers between the fair value measurement levels at the end of the reporting period. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. EARNINGS PER SHARE Basic earnings per share ("EPS") for Veritiv common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is similarly calculated, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued, except where the inclusion of such common shares would have an antidilutive impact. A summary of the numerators and denominators used in the basic and diluted EPS calculation is as follows: Three Months Ended Nine Months Ended (in millions, except per share data) 2016 2015 2016 2015 Numerator: Net income $ 5.6 $ 14.5 $ 16.8 $ 16.6 Denominator: Weighted average number of shares outstanding – basic 16.00 16.00 16.00 16.00 Dilutive effect of stock-based awards 0.27 — 0.05 — Weighted average number of shares outstanding – diluted 16.27 16.00 16.05 16.00 Earnings per share: Basic earnings per share $ 0.35 $ 0.91 $ 1.05 $ 1.04 Diluted earnings per share $ 0.34 $ 0.91 $ 1.04 $ 1.04 Antidilutive stock-based awards excluded from computation of diluted EPS 0.00 0.06 0.20 0.06 Performance stock-based awards excluded from computation of diluted EPS because performance conditions had not been met 0.33 0.24 0.33 0.24 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 9. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table provides the components of accumulated other comprehensive loss ("AOCL") at September 30, 2016 (amounts are shown net of their related income tax effect, if any): (in millions) Foreign currency translation adjustments Retirement liabilities Interest rate swap AOCL Balance at December 31, 2015 $ (27.1 ) $ (7.4 ) $ (0.5 ) $ (35.0 ) Unrealized net gains (losses) arising during the period 3.8 — (0.3 ) 3.5 Amounts reclassified from AOCL — 0.1 — 0.1 Net current period other comprehensive income (loss) 3.8 0.1 (0.3 ) 3.6 Balance at March 31, 2016 (23.3 ) (7.3 ) (0.8 ) (31.4 ) Unrealized net losses arising during the period (1.6 ) — 0.0 (1.6 ) Amounts reclassified from AOCL — 0.1 — 0.1 Net current period other comprehensive income (loss) (1.6 ) 0.1 — (1.5 ) Balance at June 30, 2016 (24.9 ) (7.2 ) (0.8 ) (32.9 ) Unrealized net losses arising during the period (1.6 ) — 0.0 (1.6 ) Net current period other comprehensive loss (1.6 ) — — (1.6 ) Balance at September 30, 2016 $ (26.5 ) $ (7.2 ) $ (0.8 ) $ (34.5 ) The following table provides the components of AOCL at September 30, 2015 (amounts are shown net of their related income tax effect, if any): (in millions) Foreign currency translation adjustments Retirement liabilities Interest rate swap AOCL Balance at December 31, 2014 $ (14.7 ) $ (7.4 ) $ — $ (22.1 ) Unrealized net losses arising during the period (6.6 ) — — (6.6 ) Net current period other comprehensive loss (6.6 ) — — (6.6 ) Balance at March 31, 2015 (21.3 ) (7.4 ) — (28.7 ) Unrealized net gains arising during the period 0.1 — — 0.1 Net current period other comprehensive income 0.1 — — 0.1 Balance at June 30, 2015 (21.2 ) (7.4 ) — (28.6 ) Unrealized net losses arising during the period (3.7 ) — (0.4 ) (4.1 ) Net current period other comprehensive loss (3.7 ) — (0.4 ) (4.1 ) Balance at September 30, 2015 $ (24.9 ) $ (7.4 ) $ (0.4 ) $ (32.7 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company is involved in various lawsuits, claims, and regulatory and administrative proceedings arising out of its business relating to general commercial and contractual matters, governmental regulations, intellectual property rights, labor and employment matters, tax and other actions. Although the ultimate outcome of any legal proceeding or investigation cannot be predicted with certainty, based on present information, including the Company's assessment of the merits of the particular claim, the Company does not expect that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on its cash flow, results of operations or financial condition. Escheat Audit During 2013, Unisource was notified by the State of Delaware that it intended to examine the books and records of Unisource to determine compliance with Delaware escheat laws. Since that date, seven other states have joined with Delaware in the audit process, which is conducted by an outside firm on behalf of the states. While the original time period for the audit was from 1981 to present, recent legal developments have resulted in Delaware narrowing the time period to July 1, 1992 to present. The Company has been informed that similar audits have generally taken four years or more to complete. The Company has determined that the ultimate outcome of this audit cannot be reasonably estimated at this time. Any claims or liabilities resulting from these audits could have a material impact on the Company’s financial condition, results of operations and cash flows. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION The following tables present net sales, Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, stock-based compensation expense, LIFO (income) expense, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, integration expenses, fair value adjustments on the contingent liability associated with the TRA and certain other adjustments) and certain other measures for each of the reportable segments and total operations for the periods presented: (in millions) Print Publishing Packaging Facility Solutions Corporate & Other Total Three Months Ended September 30, 2016 Net sales $ 788.2 $ 248.4 $ 730.1 $ 328.7 $ 31.2 $ 2,126.6 Adjusted EBITDA 20.0 6.6 59.5 13.0 (42.0 ) 57.1 Depreciation and amortization 3.1 0.8 3.1 1.5 4.9 13.4 Restructuring charges 2.6 — 2.2 1.0 — 5.8 Three Months Ended September 30, 2015 Net sales 832.4 303.0 722.3 331.4 30.7 2,219.8 Adjusted EBITDA 23.2 9.3 59.0 12.7 (43.6 ) 60.6 Depreciation and amortization 3.4 0.8 3.3 1.6 4.6 13.7 Restructuring charges 0.3 — 2.6 0.1 — 3.0 Nine Months Ended September 30, 2016 Net sales 2,299.0 763.2 2,106.4 951.6 87.0 6,207.2 Adjusted EBITDA 55.7 16.4 165.4 34.3 (129.7 ) 142.1 Depreciation and amortization 9.5 2.5 9.3 4.5 14.7 40.5 Restructuring charges 2.9 — 2.6 1.5 0.2 7.2 Nine Months Ended September 30, 2015 Net sales 2,465.6 906.9 2,097.1 965.0 82.4 6,517.0 Adjusted EBITDA 57.1 23.1 156.5 30.2 (137.2 ) 129.7 Depreciation and amortization 10.2 2.3 11.1 5.5 13.4 42.5 Restructuring charges 1.9 — 4.0 1.4 1.3 8.6 The table below presents a reconciliation of income before income taxes as reflected in the Condensed Consolidated Statements of Income to total Adjusted EBITDA: Three Months Ended Nine Months Ended (in millions) 2016 2015 2016 2015 Income before income taxes $ 13.6 $ 23.4 $ 35.2 $ 32.1 Interest expense, net 8.2 7.0 21.1 19.8 Depreciation and amortization 13.4 13.7 40.5 42.5 Restructuring charges 5.8 3.0 7.2 8.6 Stock-based compensation 2.1 1.0 7.2 3.0 LIFO (income) expense 0.4 2.2 (2.7 ) (7.8 ) Non-restructuring asset impairment charges 3.1 — 4.0 — Non-restructuring severance charges 0.2 0.5 2.4 1.9 Non-restructuring pension charges 2.3 — 2.3 — Integration expenses 7.3 8.3 19.6 28.6 Fair value adjustments on TRA contingent liability 1.0 0.3 4.8 (0.1 ) Other (0.3 ) 1.2 0.5 1.1 Adjusted EBITDA $ 57.1 $ 60.6 $ 142.1 $ 129.7 |
Business and Summary of Signi20
Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for a complete set of annual audited financial statements. The accompanying unaudited financial information should be read in conjunction with the Consolidated and Combined Financial Statements and Notes contained in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2015. In the opinion of management, all adjustments, including normal recurring accruals and other adjustments, considered necessary for a fair presentation have been included. The operating results for the interim periods are not necessarily indicative of results for the full year. All significant intercompany transactions between Veritiv's businesses have been eliminated. Following the Merger, certain corporate and other related functions continued to be provided by International Paper under a transition services agreement. During the three and nine months ended September 30, 2015 , the Company recognized $0.8 million and $9.6 million , respectively, in selling and administrative expenses related to this agreement. As of December 31, 2015, all of the functions originally provided by International Paper under this agreement have been fully transitioned to the Company. |
Use of Estimates | Use of Estimates The preparation of unaudited financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and certain financial statement disclosures. Estimates and assumptions are used for, but not limited to, revenue recognition, accounts receivable valuation, inventory valuation, employee benefit plans, income tax contingency accruals and valuation allowances and goodwill and other intangible asset valuations. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Estimates are revised as additional information becomes available. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018; early adoption date is no earlier than the annual period beginning after December 15, 2016 The Company is currently evaluating the alternative methods of adoption (full retrospective or modified retrospective), and the effect on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2018. ASU 2015-11, Simplifying the Measurement of Inventory The standard requires companies to measure inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This ASU will not apply to inventories measured by either the last-in first-out (LIFO) method or retail inventory method. January 1, 2017 The Company plans to adopt this ASU on January 1, 2017. Given that the majority (approximately 87% of the September 30, 2016 inventory balance) of the Company's inventory is measured using LIFO, it is not expected that the adoption of these provisions will have a material effect on its Consolidated Financial Statements. ASU 2016-02, Leases (Topic 842) The standard requires lessees to put most leases on their balance sheet but recognize expenses in their statement of operations in a manner similar to current accounting guidance. The new standard also eliminates the current guidance related to real estate specific provisions. January 1, 2019; early adoption is permitted The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2019. ASU 2016-09, Compensation-Stock Compensation (Topic 718) The standard was issued as part of the Financial Accounting Standards Board's simplification initiative. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including income tax consequences, award classification as either equity or liabilities, and classification on the statement of cash flows. January 1, 2017; early adoption is permitted The Company adopted this ASU on January 1, 2016. The adoption did not materially impact the financial statements or related disclosures. ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) The standard will replace the currently required incurred loss impairment methodology with guidance that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to be considered in making credit loss estimates. January 1, 2020; early adoption for fiscal years beginning after December 15, 2018 The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2020. ASU 2016-15, Statement of Cash Flows (Topic 230) The standard addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. January 1, 2018; early adoption is permitted The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures. The Company plans to adopt this ASU on January 1, 2018. |
Integration and Restructuring21
Integration and Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Components of Integration Expense | The following table summarizes the components of integration expenses: Three Months Ended Nine Months Ended (in millions) 2016 2015 2016 2015 Integration management $ 2.2 $ — $ 6.0 $ — Retention compensation 0.4 2.3 2.4 8.9 Information technology conversion costs 1.9 2.1 4.3 6.4 Rebranding 0.9 1.7 2.1 4.2 Legal, consulting and other professional fees 0.8 1.4 1.8 6.8 Other 1.1 0.8 3.0 2.3 Total integration expenses $ 7.3 $ 8.3 $ 19.6 $ 28.6 |
Schedule of Restructuring Reserve | The following is a summary of the Company's restructuring activity for the three and nine months ended September 30, 2016 : (in millions) Severance and Related Costs Other Direct Costs Non-Cash Items Total Balance at December 31, 2015 $ 1.7 $ 0.4 $ — $ 2.1 Costs incurred 0.7 0.3 0.7 1.7 Payments (0.9 ) (0.4 ) — (1.3 ) Other adjustments — — (0.7 ) (0.7 ) Balance at March 31, 2016 1.5 0.3 — 1.8 Costs incurred 0.9 1.5 (2.7 ) (0.3 ) Payments (0.6 ) (1.0 ) — (1.6 ) Other adjustments — — 2.7 2.7 Balance at June 30, 2016 1.8 0.8 — 2.6 Costs incurred 0.3 5.4 0.1 5.8 Payments (1.0 ) (0.7 ) — (1.7 ) Other adjustments — — (0.1 ) (0.1 ) Balance at September 30, 2016 $ 1.1 $ 5.5 $ — $ 6.6 The following is a summary of the Company's restructuring activity for the three and nine months ended September 30, 2015 : (in millions) Severance and Related Costs Other Direct Costs Non-Cash Items Total Balance at December 31, 2014 $ 3.7 $ 0.2 $ — $ 3.9 Costs incurred 1.9 1.5 — 3.4 Payments (2.7 ) (0.4 ) — (3.1 ) Balance at March 31, 2015 2.9 1.3 — 4.2 Costs incurred 1.0 1.2 — 2.2 Payments (1.1 ) (0.7 ) — (1.8 ) Balance at June 30, 2015 2.8 1.8 — 4.6 Costs incurred 0.8 0.2 2.0 3.0 Payments (1.3 ) (1.1 ) — (2.4 ) Other adjustments — — (2.0 ) (2.0 ) Balance at September 30, 2015 $ 2.3 $ 0.9 $ — $ 3.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Obligations | The Company's long-term debt obligations were as follows: (in millions) September 30, 2016 December 31, 2015 Asset-Based Lending Facility (the "ABL Facility") $ 753.4 $ 795.5 Equipment capital lease obligations (1) 17.8 7.8 Total debt 771.2 803.3 Less: current portion of long-term debt (3.0 ) (2.8 ) Long-term debt, net of current maturities $ 768.2 $ 800.5 (1) Equipment capital lease obligations include $10.7 million and $0.7 million related to the Toronto build-to-suit arrangement for the nine months ended September 30, 2016 and for the year ended December 31, 2015 , respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax (Benefit) Expense | The following table presents the provision for income taxes and the effective tax rates for the three and nine months ended September 30, 2016 and 2015 : Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2016 2015 2016 2015 Income before income taxes $ 13.6 $ 23.4 $ 35.2 $ 32.1 Income tax expense $ 8.0 $ 8.9 $ 18.4 $ 15.5 Effective tax rate 58.8 % 38.0 % 52.3 % 48.3 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Summarized Financial Impact of Transactions with Related Party | The following tables summarize the financial impact of these related party transactions with Georgia-Pacific: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2016 2015 2016 2015 Sales to Georgia-Pacific, reflected in net sales $ 8.5 $ 8.0 $ 26.6 $ 25.0 Purchases of inventory from Georgia-Pacific, recognized in cost of products sold $ 71.4 $ 67.0 $ 174.3 $ 205.0 (in millions) September 30, 2016 December 31, 2015 Inventories purchased from Georgia-Pacific that remained on Veritiv's balance sheet $ 24.6 $ 25.2 Related party payable to Georgia-Pacific $ 6.4 $ 10.7 Related party receivable from Georgia-Pacific $ 3.5 $ 3.9 |
Defined Benefit Plans (Tables)
Defined Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Benefit Costs | Net periodic benefit cost (credit) associated with these plans is summarized below: Three Months Ended September 30, 2016 Three Months Ended September 30, 2015 (in millions) U.S. Canada U.S. Canada Components of net periodic benefit cost (credit): Service cost $ 0.4 $ 0.1 $ 0.4 $ 0.1 Interest cost 0.7 0.8 0.8 0.7 Expected return on plan assets (1.2 ) (0.9 ) (1.4 ) (0.8 ) Net periodic benefit cost (credit) $ (0.1 ) $ 0.0 $ (0.2 ) $ 0.0 Nine Months Ended September 30, 2016 Nine Months Ended September 30, 2015 (in millions) U.S. Canada U.S. Canada Components of net periodic benefit cost (credit): Service cost $ 1.3 $ 0.2 $ 1.3 $ 0.2 Interest cost 2.5 2.4 2.5 2.4 Expected return on plan assets (3.8 ) (2.7 ) (4.1 ) (2.6 ) Amortization of net loss 0.1 0.1 — — Net periodic benefit cost (credit) $ 0.1 $ 0.0 $ (0.3 ) $ 0.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The Company's liabilities disclosed at fair value at September 30, 2016 were as follows: (in millions) Total Level 1 Level 2 Level 3 ABL Facility $ 753.4 $ 753.4 Tax Receivable Agreement $ 67.8 $ 67.8 The Company's liabilities disclosed at fair value at December 31, 2015 were as follows: (in millions) Total Level 1 Level 2 Level 3 ABL Facility $ 795.5 $ 795.5 Tax Receivable Agreement $ 63.0 $ 63.0 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balance of the contingent liability for the three and nine months ended September 30, 2016 : (in millions) Contingent Liability Balance at December 31, 2015 $ 63.0 Change in fair value adjustment recorded in other expense (income), net 1.8 Balance at March 31, 2016 64.8 Change in fair value adjustment recorded in other expense (income), net 2.0 Balance at June 30, 2016 66.8 Change in fair value adjustment recorded in other expense (income), net 1.0 Balance at September 30, 2016 $ 67.8 The following table provides a reconciliation of the beginning and ending balance of the contingent liability for the three and nine months ended September 30, 2015 : (in millions) Contingent Liability Balance at December 31, 2014 $ 60.5 Purchase accounting adjustment 0.6 Change in fair value adjustment recorded in other expense (income), net 1.3 Balance at March 31, 2015 62.4 Change in fair value adjustment recorded in other expense (income), net (1.7 ) Balance at June 30, 2015 60.7 Change in fair value adjustment recorded in other expense (income), net 0.3 Balance at September 30, 2015 $ 61.0 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A summary of the numerators and denominators used in the basic and diluted EPS calculation is as follows: Three Months Ended Nine Months Ended (in millions, except per share data) 2016 2015 2016 2015 Numerator: Net income $ 5.6 $ 14.5 $ 16.8 $ 16.6 Denominator: Weighted average number of shares outstanding – basic 16.00 16.00 16.00 16.00 Dilutive effect of stock-based awards 0.27 — 0.05 — Weighted average number of shares outstanding – diluted 16.27 16.00 16.05 16.00 Earnings per share: Basic earnings per share $ 0.35 $ 0.91 $ 1.05 $ 1.04 Diluted earnings per share $ 0.34 $ 0.91 $ 1.04 $ 1.04 Antidilutive stock-based awards excluded from computation of diluted EPS 0.00 0.06 0.20 0.06 Performance stock-based awards excluded from computation of diluted EPS because performance conditions had not been met 0.33 0.24 0.33 0.24 |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table provides the components of accumulated other comprehensive loss ("AOCL") at September 30, 2016 (amounts are shown net of their related income tax effect, if any): (in millions) Foreign currency translation adjustments Retirement liabilities Interest rate swap AOCL Balance at December 31, 2015 $ (27.1 ) $ (7.4 ) $ (0.5 ) $ (35.0 ) Unrealized net gains (losses) arising during the period 3.8 — (0.3 ) 3.5 Amounts reclassified from AOCL — 0.1 — 0.1 Net current period other comprehensive income (loss) 3.8 0.1 (0.3 ) 3.6 Balance at March 31, 2016 (23.3 ) (7.3 ) (0.8 ) (31.4 ) Unrealized net losses arising during the period (1.6 ) — 0.0 (1.6 ) Amounts reclassified from AOCL — 0.1 — 0.1 Net current period other comprehensive income (loss) (1.6 ) 0.1 — (1.5 ) Balance at June 30, 2016 (24.9 ) (7.2 ) (0.8 ) (32.9 ) Unrealized net losses arising during the period (1.6 ) — 0.0 (1.6 ) Net current period other comprehensive loss (1.6 ) — — (1.6 ) Balance at September 30, 2016 $ (26.5 ) $ (7.2 ) $ (0.8 ) $ (34.5 ) The following table provides the components of AOCL at September 30, 2015 (amounts are shown net of their related income tax effect, if any): (in millions) Foreign currency translation adjustments Retirement liabilities Interest rate swap AOCL Balance at December 31, 2014 $ (14.7 ) $ (7.4 ) $ — $ (22.1 ) Unrealized net losses arising during the period (6.6 ) — — (6.6 ) Net current period other comprehensive loss (6.6 ) — — (6.6 ) Balance at March 31, 2015 (21.3 ) (7.4 ) — (28.7 ) Unrealized net gains arising during the period 0.1 — — 0.1 Net current period other comprehensive income 0.1 — — 0.1 Balance at June 30, 2015 (21.2 ) (7.4 ) — (28.6 ) Unrealized net losses arising during the period (3.7 ) — (0.4 ) (4.1 ) Net current period other comprehensive loss (3.7 ) — (0.4 ) (4.1 ) Balance at September 30, 2015 $ (24.9 ) $ (7.4 ) $ (0.4 ) $ (32.7 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present net sales, Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, stock-based compensation expense, LIFO (income) expense, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, integration expenses, fair value adjustments on the contingent liability associated with the TRA and certain other adjustments) and certain other measures for each of the reportable segments and total operations for the periods presented: (in millions) Print Publishing Packaging Facility Solutions Corporate & Other Total Three Months Ended September 30, 2016 Net sales $ 788.2 $ 248.4 $ 730.1 $ 328.7 $ 31.2 $ 2,126.6 Adjusted EBITDA 20.0 6.6 59.5 13.0 (42.0 ) 57.1 Depreciation and amortization 3.1 0.8 3.1 1.5 4.9 13.4 Restructuring charges 2.6 — 2.2 1.0 — 5.8 Three Months Ended September 30, 2015 Net sales 832.4 303.0 722.3 331.4 30.7 2,219.8 Adjusted EBITDA 23.2 9.3 59.0 12.7 (43.6 ) 60.6 Depreciation and amortization 3.4 0.8 3.3 1.6 4.6 13.7 Restructuring charges 0.3 — 2.6 0.1 — 3.0 Nine Months Ended September 30, 2016 Net sales 2,299.0 763.2 2,106.4 951.6 87.0 6,207.2 Adjusted EBITDA 55.7 16.4 165.4 34.3 (129.7 ) 142.1 Depreciation and amortization 9.5 2.5 9.3 4.5 14.7 40.5 Restructuring charges 2.9 — 2.6 1.5 0.2 7.2 Nine Months Ended September 30, 2015 Net sales 2,465.6 906.9 2,097.1 965.0 82.4 6,517.0 Adjusted EBITDA 57.1 23.1 156.5 30.2 (137.2 ) 129.7 Depreciation and amortization 10.2 2.3 11.1 5.5 13.4 42.5 Restructuring charges 1.9 — 4.0 1.4 1.3 8.6 |
Reconciliation of Total Adjusted EBITDA to Net Income (Loss) | The table below presents a reconciliation of income before income taxes as reflected in the Condensed Consolidated Statements of Income to total Adjusted EBITDA: Three Months Ended Nine Months Ended (in millions) 2016 2015 2016 2015 Income before income taxes $ 13.6 $ 23.4 $ 35.2 $ 32.1 Interest expense, net 8.2 7.0 21.1 19.8 Depreciation and amortization 13.4 13.7 40.5 42.5 Restructuring charges 5.8 3.0 7.2 8.6 Stock-based compensation 2.1 1.0 7.2 3.0 LIFO (income) expense 0.4 2.2 (2.7 ) (7.8 ) Non-restructuring asset impairment charges 3.1 — 4.0 — Non-restructuring severance charges 0.2 0.5 2.4 1.9 Non-restructuring pension charges 2.3 — 2.3 — Integration expenses 7.3 8.3 19.6 28.6 Fair value adjustments on TRA contingent liability 1.0 0.3 4.8 (0.1 ) Other (0.3 ) 1.2 0.5 1.1 Adjusted EBITDA $ 57.1 $ 60.6 $ 142.1 $ 129.7 |
Business and Summary of Signi30
Business and Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)Distribution_Center | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Distribution_Center | Sep. 30, 2015USD ($) | |
Accounting Policies [Line Items] | ||||
Number of distribution centers (more than) | Distribution_Center | 180 | 180 | ||
Selling and administrative expenses | $ 207.3 | $ 207.1 | $ 615.9 | $ 635.7 |
Percentage of FIFO Inventory | 87.00% | 87.00% | ||
International Paper | Transaction Service Agreement (TSA) | ||||
Accounting Policies [Line Items] | ||||
Selling and administrative expenses | $ 0.8 | $ 9.6 |
Integration and Restructuring31
Integration and Restructuring Charges - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 27 Months Ended | 42 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Integration and restructuring charges including capital expenditures | $ 176 | |||||||||
Integration and restructuring charges, capital expenditures | 57 | |||||||||
Restructuring charges | $ 5.8 | $ (0.3) | $ 1.7 | $ 3 | $ 2.2 | $ 3.4 | $ 7.2 | $ 8.6 | ||
Non-restructuring, multiemployer plan withdrawl obligation | 2.3 | $ 2.3 | $ 2.3 | |||||||
Scenario, Forecast | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Integration and restructuring charges including capital expenditures | $ 225 | |||||||||
Integration and restructuring charges, capital expenditures | 55 | |||||||||
Merger-related expenses | $ 27 | |||||||||
Partial Withdraw, Multiemployer Pension Plan | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring charges | $ 5 |
Integration and Restructuring32
Integration and Restructuring Charges - Integration Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Total integration expenses | $ 7.3 | $ 8.3 | $ 19.6 | $ 28.6 |
UWW Holdings, Inc. XPEDX Merger | ||||
Business Acquisition [Line Items] | ||||
Integration management | 2.2 | 0 | 6 | 0 |
Retention compensation | 0.4 | 2.3 | 2.4 | 8.9 |
Information technology conversion costs | 1.9 | 2.1 | 4.3 | 6.4 |
Rebranding | 0.9 | 1.7 | 2.1 | 4.2 |
Legal, consulting and other professional fees | 0.8 | 1.4 | 1.8 | 6.8 |
Other | 1.1 | 0.8 | 3 | 2.3 |
Total integration expenses | $ 7.3 | $ 8.3 | $ 19.6 | $ 28.6 |
Integration and Restructuring33
Integration and Restructuring Charges - Restructuring Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring reserve, beginning balance | $ 2.6 | $ 1.8 | $ 2.1 | $ 4.6 | $ 4.2 | $ 3.9 | $ 2.1 | $ 3.9 |
Costs incurred | 5.8 | (0.3) | 1.7 | 3 | 2.2 | 3.4 | 7.2 | 8.6 |
Payments | (1.7) | (1.6) | (1.3) | (2.4) | (1.8) | (3.1) | ||
Other adjustments | (0.1) | 2.7 | (0.7) | (2) | ||||
Restructuring reserve, ending balance | 6.6 | 2.6 | 1.8 | 3.2 | 4.6 | 4.2 | 6.6 | 3.2 |
Severance and Related Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring reserve, beginning balance | 1.8 | 1.5 | 1.7 | 2.8 | 2.9 | 3.7 | 1.7 | 3.7 |
Costs incurred | 0.3 | 0.9 | 0.7 | 0.8 | 1 | 1.9 | ||
Payments | (1) | (0.6) | (0.9) | (1.3) | (1.1) | (2.7) | ||
Other adjustments | 0 | 0 | 0 | 0 | ||||
Restructuring reserve, ending balance | 1.1 | 1.8 | 1.5 | 2.3 | 2.8 | 2.9 | 1.1 | 2.3 |
Other Direct Costs | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring reserve, beginning balance | 0.8 | 0.3 | 0.4 | 1.8 | 1.3 | 0.2 | 0.4 | 0.2 |
Costs incurred | 5.4 | 1.5 | 0.3 | 0.2 | 1.2 | 1.5 | ||
Payments | (0.7) | (1) | (0.4) | (1.1) | (0.7) | (0.4) | ||
Other adjustments | 0 | 0 | 0 | 0 | ||||
Restructuring reserve, ending balance | 5.5 | 0.8 | 0.3 | 0.9 | 1.8 | 1.3 | 5.5 | 0.9 |
Non-Cash Items | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring reserve, beginning balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Costs incurred | 0.1 | (2.7) | 0.7 | 2 | 0 | 0 | ||
Payments | 0 | 0 | 0 | 0 | 0 | 0 | ||
Other adjustments | (0.1) | 2.7 | (0.7) | (2) | ||||
Restructuring reserve, ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Debt - Long-Term Debt Obligatio
Debt - Long-Term Debt Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Equipment capital lease obligations | $ 17.8 | $ 7.8 |
Total debt | 771.2 | 803.3 |
Less: current portion of long-term debt | (3) | (2.8) |
Long-term debt, net of current maturities | 768.2 | 800.5 |
Line of Credit | Asset-Backed Lending Facility | ||
Debt Instrument [Line Items] | ||
Asset-Based Lending Facility (the ABL Facility) | $ 753.4 | $ 795.5 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Capital lease obligations | $ 17.8 | $ 7.8 |
Toronto Build-to-Suit Arrangement | ||
Line of Credit Facility [Line Items] | ||
Capital lease obligations | 10.7 | $ 0.7 |
Line of Credit | Asset-Backed Lending Facility | ||
Line of Credit Facility [Line Items] | ||
Remaining borrowing capacity | 442.1 | |
Interest Expense | Line of Credit | Asset-Backed Lending Facility | ||
Line of Credit Facility [Line Items] | ||
Write-off of deferred financing costs | 1.9 | |
Other Noncurrent Assets | Line of Credit | Asset-Backed Lending Facility | ||
Line of Credit Facility [Line Items] | ||
Deferred financing costs | $ 2 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes | $ 13.6 | $ 23.4 | $ 35.2 | $ 32.1 |
Income tax expense | $ 8 | $ 8.9 | $ 18.4 | $ 15.5 |
Effective income tax rate (as percent) | 58.80% | 38.00% | 52.30% | 48.30% |
Federal statutory income tax rate (as percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Related Party Transactions - Su
Related Party Transactions - Summarized Financial Impact of Transactions with Related Party (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Related party sales | $ 8.5 | $ 8 | $ 26.6 | $ 25 | ||
Inventories | 703.7 | 703.7 | $ 720.6 | |||
Related party payable | 6.4 | 6.4 | 10.7 | |||
Related party receivable | 3.5 | 3.5 | 3.9 | |||
Georgia-Pacific | ||||||
Related Party Transaction [Line Items] | ||||||
Inventories | 24.6 | 24.6 | 25.2 | |||
Related party payable | 6.4 | 6.4 | 10.7 | |||
Related party receivable | 3.5 | 3.5 | $ 3.9 | |||
Sales | Georgia-Pacific | ||||||
Related Party Transaction [Line Items] | ||||||
Related party sales | 8.5 | 8 | 26.6 | 25 | ||
Cost of products sold | Georgia-Pacific | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related party | $ 71.4 | $ 67 | $ 174.3 | $ 205 | ||
Settlement of Financing Obligation | Georgia-Pacific | ||||||
Related Party Transaction [Line Items] | ||||||
Purchases from related party | $ 5.4 | |||||
Settlement of Financing Obligation | Other expense (income) | Georgia-Pacific | ||||||
Related Party Transaction [Line Items] | ||||||
Gain (loss) on settlement of financing obligation | $ (1.3) |
Defined Benefit Plans - Net Per
Defined Benefit Plans - Net Periodic Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
U.S. Defined Benefit Pension Plan | ||||
Components of net periodic benefit cost (credit): | ||||
Service cost | $ 0.4 | $ 0.4 | $ 1.3 | $ 1.3 |
Interest cost | 0.7 | 0.8 | 2.5 | 2.5 |
Expected return on plan assets | (1.2) | (1.4) | (3.8) | (4.1) |
Amortization of net loss | 0.1 | 0 | ||
Net periodic benefit cost (credit) | (0.1) | (0.2) | 0.1 | (0.3) |
Canada Pension Plan | ||||
Components of net periodic benefit cost (credit): | ||||
Service cost | 0.1 | 0.1 | 0.2 | 0.2 |
Interest cost | 0.8 | 0.7 | 2.4 | 2.4 |
Expected return on plan assets | (0.9) | (0.8) | (2.7) | (2.6) |
Amortization of net loss | 0.1 | 0 | ||
Net periodic benefit cost (credit) | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Jul. 01, 2014 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||
Long-lived asset impairment charges | $ 4 | $ 2.6 | ||
UWW Holdings, Inc. XPEDX Merger | ||||
Business Acquisition [Line Items] | ||||
Fair value of contingent liability associated with the Tax Receivable Agreement | $ 59.4 | |||
Fair Value, Measurements, Recurring | Level 3 | Contingent Liability | UWW Holdings, Inc. XPEDX Merger | ||||
Business Acquisition [Line Items] | ||||
Fair value discount rate | 4.30% | |||
Finite-Lived Intangible Assets | Publishing | Fair Value, Measurements, Nonrecurring | ||||
Business Acquisition [Line Items] | ||||
Long-lived asset impairment charges | $ 3 | |||
Property, Plant and Equipment | Fair Value, Measurements, Nonrecurring | ||||
Business Acquisition [Line Items] | ||||
Long-lived asset impairment charges | $ 2 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Long-term Debt | Asset-Backed Lending Facility | Line of Credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities disclosed at fair value | $ 753.4 | $ 795.5 |
Long-term Debt | Asset-Backed Lending Facility | Line of Credit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities disclosed at fair value | 753.4 | 795.5 |
Contingent Liability | UWW Holdings, Inc. XPEDX Merger | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities disclosed at fair value | 67.8 | 63 |
Contingent Liability | UWW Holdings, Inc. XPEDX Merger | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities disclosed at fair value | $ 67.8 | $ 63 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Liability (Details) - Fair Value, Measurements, Recurring - Level 3 - Contingent Liability - UWW Holdings, Inc. XPEDX Merger - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 66.8 | $ 64.8 | $ 63 | $ 60.7 | $ 62.4 | $ 60.5 |
Purchase accounting adjustment | 0.6 | |||||
Change in fair value adjustment recorded in other expense (income), net | 1 | 2 | 1.8 | 0.3 | (1.7) | 1.3 |
Ending balance | $ 67.8 | $ 66.8 | $ 64.8 | $ 61 | $ 60.7 | $ 62.4 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 5.6 | $ 14.5 | $ 16.8 | $ 16.6 |
Weighted average number of shares outstanding – basic (in shares) | 16,000 | 16,000 | 16,000 | 16,000 |
Dilutive effect of stock-based awards (in shares) | 270 | 0 | 50 | 0 |
Weighted average number of shares outstanding – diluted (in shares) | 16,270 | 16,000 | 16,050 | 16,000 |
Basic earnings per share (usd per share) | $ 0.35 | $ 0.91 | $ 1.05 | $ 1.04 |
Diluted earnings per share (usd per share) | $ 0.34 | $ 0.91 | $ 1.04 | $ 1.04 |
Antidilutive stock-based awards excluded from computation of diluted earnings per share (in shares) | 0 | 60 | 200 | 60 |
Performance stock-based awards excluded from computation of diluted earnings per share because performance conditions had not been met (in shares) | 330 | 240 | 330 | 240 |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 530.1 | |||||
Ending balance | $ 554.6 | |||||
Foreign currency translation adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (24.9) | $ (23.3) | (27.1) | $ (21.2) | $ (21.3) | $ (14.7) |
Unrealized net gains (losses) arising during the period | (1.6) | (1.6) | 3.8 | (3.7) | 0.1 | (6.6) |
Amounts reclassified from AOCL | 0 | 0 | ||||
Net current period other comprehensive income (loss) | (1.6) | (1.6) | 3.8 | (3.7) | 0.1 | (6.6) |
Ending balance | (26.5) | (24.9) | (23.3) | (24.9) | (21.2) | (21.3) |
Retirement liabilities | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (7.2) | (7.3) | (7.4) | (7.4) | (7.4) | (7.4) |
Unrealized net gains (losses) arising during the period | 0 | 0 | 0 | 0 | 0 | 0 |
Amounts reclassified from AOCL | 0.1 | 0.1 | ||||
Net current period other comprehensive income (loss) | 0 | 0.1 | 0.1 | 0 | 0 | 0 |
Ending balance | (7.2) | (7.2) | (7.3) | (7.4) | (7.4) | (7.4) |
Interest rate swap | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (0.8) | (0.8) | (0.5) | 0 | 0 | 0 |
Unrealized net gains (losses) arising during the period | 0 | 0 | (0.3) | (0.4) | 0 | 0 |
Amounts reclassified from AOCL | 0 | 0 | ||||
Net current period other comprehensive income (loss) | 0 | 0 | (0.3) | (0.4) | 0 | 0 |
Ending balance | (0.8) | (0.8) | (0.8) | (0.4) | 0 | 0 |
AOCL | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (32.9) | (31.4) | (35) | (28.6) | (28.7) | (22.1) |
Unrealized net gains (losses) arising during the period | (1.6) | (1.6) | 3.5 | (4.1) | 0.1 | (6.6) |
Amounts reclassified from AOCL | 0.1 | 0.1 | ||||
Net current period other comprehensive income (loss) | (1.6) | (1.5) | 3.6 | (4.1) | 0.1 | (6.6) |
Ending balance | $ (34.5) | $ (32.9) | $ (31.4) | $ (32.7) | $ (28.6) | $ (28.7) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2016state | |
Loss Contingencies [Line Items] | |
Additional states joining escheat audit | 7 |
Maximum | |
Loss Contingencies [Line Items] | |
Escheat audit period | 4 years |
Segment Information - Net Sales
Segment Information - Net Sales and Other Measures by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 2,126.6 | $ 2,219.8 | $ 6,207.2 | $ 6,517 | ||||
Adjusted EBITDA | 57.1 | 60.6 | 142.1 | 129.7 | ||||
Depreciation and amortization | 13.4 | 13.7 | 40.5 | 42.5 | ||||
Costs incurred | 5.8 | $ (0.3) | $ 1.7 | 3 | $ 2.2 | $ 3.4 | 7.2 | 8.6 |
Operating Segments | Print | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 788.2 | 832.4 | 2,299 | 2,465.6 | ||||
Adjusted EBITDA | 20 | 23.2 | 55.7 | 57.1 | ||||
Depreciation and amortization | 3.1 | 3.4 | 9.5 | 10.2 | ||||
Costs incurred | 2.6 | 0.3 | 2.9 | 1.9 | ||||
Operating Segments | Publishing | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 248.4 | 303 | 763.2 | 906.9 | ||||
Adjusted EBITDA | 6.6 | 9.3 | 16.4 | 23.1 | ||||
Depreciation and amortization | 0.8 | 0.8 | 2.5 | 2.3 | ||||
Costs incurred | 0 | 0 | 0 | 0 | ||||
Operating Segments | Packaging | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 730.1 | 722.3 | 2,106.4 | 2,097.1 | ||||
Adjusted EBITDA | 59.5 | 59 | 165.4 | 156.5 | ||||
Depreciation and amortization | 3.1 | 3.3 | 9.3 | 11.1 | ||||
Costs incurred | 2.2 | 2.6 | 2.6 | 4 | ||||
Operating Segments | Facility Solutions | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 328.7 | 331.4 | 951.6 | 965 | ||||
Adjusted EBITDA | 13 | 12.7 | 34.3 | 30.2 | ||||
Depreciation and amortization | 1.5 | 1.6 | 4.5 | 5.5 | ||||
Costs incurred | 1 | 0.1 | 1.5 | 1.4 | ||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 31.2 | 30.7 | 87 | 82.4 | ||||
Adjusted EBITDA | (42) | (43.6) | (129.7) | (137.2) | ||||
Depreciation and amortization | 4.9 | 4.6 | 14.7 | 13.4 | ||||
Costs incurred | $ 0 | $ 0 | $ 0.2 | $ 1.3 |
Segment Information - Reconcili
Segment Information - Reconciliation of Consolidated Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||||||||
Income before income taxes | $ 13.6 | $ 23.4 | $ 35.2 | $ 32.1 | ||||
Interest expense, net | 8.2 | 7 | 21.1 | 19.8 | ||||
Depreciation and amortization | 13.4 | 13.7 | 40.5 | 42.5 | ||||
Restructuring charges | 5.8 | $ (0.3) | $ 1.7 | 3 | $ 2.2 | $ 3.4 | 7.2 | 8.6 |
Stock-based compensation | 2.1 | 1 | 7.2 | 3 | ||||
LIFO (income) expense | 0.4 | 2.2 | (2.7) | (7.8) | ||||
Non-restructuring asset impairment charges | 3.1 | 0 | 4 | 0 | ||||
Non-restructuring severance charges | 0.2 | 0.5 | 2.4 | 1.9 | ||||
Non-restructuring pension charges | 2.3 | 0 | 2.3 | 0 | ||||
Integration expenses | 7.3 | 8.3 | 19.6 | 28.6 | ||||
Fair value adjustments on TRA contingent liability | 1 | 0.3 | 4.8 | (0.1) | ||||
Other | (0.3) | 1.2 | 0.5 | 1.1 | ||||
Adjusted EBITDA | $ 57.1 | $ 60.6 | $ 142.1 | $ 129.7 |