Exhibit 99.2
1 FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS February 28, 2023 Exhibit 99.2
2 SCOTT PALFREEMAN Director of Finance and Investor Relations SCOTT PALFREEMAN Vice President of Finance and Investor Relations
3 Safe Harbor Provision Certain statements contained in this presentation regarding Veritiv Corporation’s (the "Company") future operating results, p erf ormance, strategy, business plans, prospects and guidance, statements related to customer demand, supply and demand imbalances, the expected competitive landscape, the expect ed impact of COVID - 19 and any other statements not constituting historical fact are "forward - looking statements" subject to the safe harbor created by the Private Securities L itigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "continue," "intend," "will," "may," "should," "could," "would," "plan," "estimate," "pred ict ," "potential," "goal," "outlook," or the negative of such terms, or other comparable expressions, have been used to identify such forward - looking statements. All forward - looking statements reflect only the Company’s current beliefs and assumptions with respect to future results and other matters, and are based on information currently available to the Company. Accordingly, th e s tatements are subject to significant risks, uncertainties and contingencies, which could cause the Company’s actual operating results, performance, strategy, business plans, prospects or guidance to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include the risks and other factors de scr ibed under "Risk Factors" and elsewhere in our Annual Report on Form 10 - K and in the Company's other publicly available reports filed with the Securities and Exchange Commission ("SE C"). Such risks and other factors, which in some instances are beyond the Company's control, include the industry - wide decline in demand for paper and related products; increase d competition from existing and non - traditional sources; procurement and other risks in obtaining packaging, facility products and paper from our suppliers for resale to our cu stomers; changes in prices for raw materials; changes in trade policies and regulations; increases in the cost of fuel and third - party freight and the availability of third - party freigh t providers; the loss of multiple significant customers; adverse developments in general business and economic conditions that could impair our ability to use net operating loss carryforward s a nd other deferred tax assets; our ability to adequately protect our material intellectual property and other proprietary rights, or to defend successfully against intellectual prope rty infringement claims by third parties; our ability to attract, train and retain appropriately qualified employees; our pension and health care costs and participation in multi - employer pensio n, health and welfare plans; the effects of work stoppages, union negotiations and labor disputes; our ability to generate sufficient cash to service our debt; our ability to co mply with the covenants contained in our debt agreements; costs to comply with laws, rules and regulations, including environmental, health and safety laws, and to satisfy any liabili ty or obligation imposed under such laws; our ability to adequately address environmental, social and governance matters; changes in tax laws; adverse results from litigation, gover nme ntal investigations or audits, or tax - related proceedings or audits; regulatory changes and judicial rulings impacting our business; adverse impacts from the COVID - 19 pandemi c, the impact of adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets on demand for our products an d s ervices, our business including our international operations, and our customers; foreign currency fluctuations; inclement weather, widespread outbreak of an illness, anti - terrori sm measures and other disruptions to our supply chain, distribution system and operations; our dependence on a variety of information technology and telecommunications systems and the Internet; our reliance on third - party vendors for various services; cybersecurity risks; and other events of which we are presently unaware or that we currently deem immateria l t hat may result in unexpected adverse operating results. The Company is not responsible for updating the information contained in this presentation beyond the published date. This pr ese ntation should be read together with the Company’s press release furnished to the SEC earlier today through a Form 8 - K. The Company’s Annual Report on Form 10 - K for the period end ed December 31, 2022 to be filed with the SEC may contain updates to the information included in this presentation and the related press release.
SAL ABBATE Chief Executive Officer
Financial Results Full Year 2022 Compared to Prior Year 5 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Strong organic sales growth and continued operational excellence contributed to the best Net Income, Diluted Earnings per Share, Adjusted EBITDA and Adjusted EBITDA margin performance for any year in Company history. Organic Sales 1 +13.5% NET SALES NET INCOME DILUTED EPS ADJ. EBITDA 1 ADJ. EBITDA MARGIN 1 $7.1B $337.9M $23.29 $517.9M 7.2% +4.3% +133.7% +158.5% +51.2% +220 bps UP $0.3B UP $193.3M UP $14.28 / share UP $175.3M FROM 5.0%
Financial Results Fourth Quarter 2022 Compared to Prior Year 6 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Record fourth quarter Net Income, Diluted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA margin despite customer destocking and economic uncertainty. Organic Sales 1 +1.8% NET SALES NET INCOME DILUTED EPS ADJ. EBITDA 1 ADJ. EBITDA MARGIN 1 $1.7B $71.6M $5.20 $120.8M 7.3% -10.8% +25.8% +41.7% +4.2% +110 bps DOWN -$201.4M UP $14.7M UP $1.53 / share UP $4.9M FROM 6.2%
Fourth Quarter 2022 Comments : • Favorable market pricing more than offset by volume declines • Packaging Net Sales declined 2.4% on an organic basis • Corrugated volume performance in - line with market • Adjusted EBITDA of $95 million, despite Canada divestiture, and Adjusted EBITDA margin of 10.4% • Canada contributed ~$8 million to Adjusted EBITDA in 4 th quarter 2021 Packaging Segment Performance 7 Full Year 2022 Fourth Quarter 2022
8 Business Update Comments : • Diversified business mix contributed to record earnings • Customer inventory destocking and economic uncertainty resulted in lower fourth quarter sales • Next wave of strategic initiatives include cost and price management, ecommerce, and next - generation supply chain • Majority of benefits from strategic initiatives believed to be sustainable
STEVE SMITH Chief Financial Officer
4Q 2022 Full Year 2022 Adj. EBITDA Adj. EBITDA Margin Adj. EBITDA Adj. EBITDA Margin Change from PY Change from PY Change from PY Change from PY $95M 10.4% $416M 10.6% -16.0% -70 bps +5.7% +10 bps $16M 9.0% $61M 7.8% -9.8% +150 bps +15.2% +190 bps $60M 10.5% $240M 10.1% +35.0% +290 bps +108.9% +460 bps Corporate & Other ($50M) ($198M) $121M 7.3% $518M 7.2% +4.2% +110 bps +51.2% +220 bps Veritiv Consolidated Packaging Facility Solutions Print Solutions Segment and Consolidated Financial Results Fourth Quarter and Full Year 2022 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Adjusted EBITDA may not sum due to rounding. 10 1, 2 1
$247M $266M $134M $231M - $100M $200M $300M FY19 FY20 FY21 FY22 Free Cash Flow 2,3 Cash Flow; Low Leverage 1. Calculated as net debt divided by trailing twelve months of Adjusted EBITDA. 2. Cash flow from operations less capital expenditures. 3 . S ee appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Significant net leverage reduction since 2019 driven by healthy free cash flow generated from increased earnings and working capital reductions 11 $0M • Working capital improvements • Secular decline in Print • Investment in growth • Strong earnings performance 4.1x 2.1x 1.1x 0.4x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x FY19 FY20 FY21 FY22 Net Leverage Ratio 1, 3
Capital Allocation Capital Allocation Priorities: • Invest in the business: • Organic • Inorganic • Return value to shareholders 2022 Capital investments 1 : Approximately $39 million Completed $200 million share repurchase program Paid first quarterly dividend in December 2022 Reduction in net leverage below long - term target of 3x enabled $200 million share repurchase program and initiation of a quarterly dividend in 2022. Record low net leverage provides both financial and strategic optionality. Scope and/or scale acquisitions Disciplined approach 12 1. Capital expenditures of approximately $22 million are reported in cash flow from investing activities and cloud computing arr ang ements of $17 million are reported in cash flow from operating activities for full year 2022.
ROIC Improvement 1. See appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. Commercial and operational efficiency initiatives combined with working capital improvements have significantly improved ROIC since 2019 13 6.1% 9.0% 20.4% 35.3% FY19 FY22 FY20 FY21 +29 ppt Return on Invested Capital 1 Drivers of ROIC Improvement: • Overall earnings improvement • Exited lower - margin, lower - ROIC businesses and channels • Prioritized capital to higher - ROIC Packaging business • Strategically reduced customer risk resulting in a large reduction of bad debt expense • Reduced number of warehouses
SAL ABBATE Chief Executive Officer
Outlook Full Year 2023 1. P lease see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Cash flow from operations less capital expenditures. 3. Capital expenditures are reported in cash flow from investing activities and cloud computing arrangements are reported in cas h f low from operating activities Net Income $265 – $305 Million (estimated 26 – 28% effective tax rate) Diluted Earnings per Share $19.00 – $22.00 (approximately 13.9 million shares) Adjusted EBITDA 1 $430 – $490 Million Free Cash Flow 1,2 Approximately $275 Million Capital Investments 3 Approximately $45 Million 15 Comments : • Packaging and Facility Solutions Adjusted EBITDA margins expected to be above prior year levels • Print market expected to remain uncertain • Print Solutions expected to retain majority of recent Adjusted EBITDA margin improvement • Working capital expected to improve, contributing to higher Free Cash Flow • Capital investments include approximately $30 million of traditional capital expenditures and approximately $15 million of cloud computing arrangements
Questions 16
17 SCOTT PALFREEMAN Director of Finance and Investor Relations SAL ABBATE Chief Executive Officer
Appendix Reconciliation of Non - GAAP Financial Measures We supplement our financial information prepared in accordance with U.S. GAAP with certain non - GAAP measures including organic s ales (net sales on an average daily sales basis, excluding revenue from sold businesses and revenue from acquired businesses for a period of 12 mon ths after we complete the acquisition), Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, net , integration and acquisition expenses and other similar charges including any severance costs, costs associated with warehouse and office openings or clos ing s, consolidation, and relocation and other business optimization expenses, stock - based compensation expense, changes in the LIFO reserve, non - restruct uring asset impairment charges, non - restructuring severance charges, non - restructuring pension charges (benefits), fair value adjustments related to co ntingent liabilities assumed in mergers and acquisitions and certain other adjustments), free cash flow and other non - GAAP measures such as the Net Leverage Rat io (calculated as net debt divided by trailing twelve months of Adjusted EBITDA) and Return on Invested Capital (calculated as Net Operating Profit Afte r T ax divided by the sum of net working capital and property and equipment. Net Operating Profit After Tax is defined as Adjusted EBITDA less depreciation an d a mortization times 1 minus the standard tax rate 1 ). We believe investors commonly use Adjusted EBITDA, free cash flow and these other non - GAAP measures as key financial metrics for valuing companies; we also present organic sales to help investors better compare period - over - period results. In addition, the c redit agreement governing our Asset - Based Lending Facility (the "ABL Facility") permits us to exclude the foregoing and other charges in calculating "Consolid ated EBITDA", as defined in the ABL Facility. Consolidated EBITDA and ROIC are also used as a basis for certain compensation programs sponsored by the Compan y. Organic sales, Adjusted EBITDA, free cash flow, Return on Invested Capital and these other non - GAAP measures are not alternative measures of financial performance or liquidity under U.S. GAAP. Non - GAAP measures do not have definitions under U.S. GAAP and may be defined different ly by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non - GAAP measures in con nection with a review of the most directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on su ch non - GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Organic sales, Adjusted EBITDA, free cash flow and th ese other non - GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our res ults as reported under U.S. GAAP. Please see the following tables for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 1 The Company uses a standard tax rate of 26% due to the historic volatility of the Company’s effective tax rate. 18
Appendix Reconciliation of Non - GAAP Financial Measures 19 2022 2021 2022 2021 Net income (loss) $ 71.6 $ 56.9 $ 337.9 $ 144.6 Interest expense, net 5.4 3.8 17.7 17.2 Income tax expense (benefit) 25.9 20.6 94.0 52.9 Depreciation and amortization 11.0 13.1 45.6 55.2 EBITDA 113.9 94.4 495.2 269.9 Restructuring charges, net (3.5) 3.4 2.0 15.4 Gain on sale of businesses (1.1) — (29.7) (3.1) Facility closure charges, including (gain) loss from asset disposition (1.0) 1.1 0.0 0.1 Stock-based compensation 1.8 1.7 9.5 7.4 LIFO reserve (decrease) increase 2.0 12.4 32.1 43.6 Non-restructuring severance charges 2.3 2.3 4.3 7.8 Non-restructuring pension charges (benefits) 4.9 0.5 (2.1) 0.5 Other 1.5 0.1 6.6 1.0 Adjusted EBITDA $ 120.8 $ 115.9 $ 517.9 $ 342.6 Net sales $ 1,663.4 $ 1,864.8 $ 7,146.3 $ 6,850.5 Adjusted EBITDA as a % of net sales 7.3 % 6.2 % 7.2 % 5.0 % Three Months Ended December 31, Year Ended December 31, Table I VERITIV CORPORATION NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited)
20 Appendix Reconciliation of Non - GAAP Financial Measures Low High Net income (loss) $ 265 $ 305 Interest expense, net 15 15 Income tax expense (benefit) 95 110 Depreciation and amortization 40 40 Other reconciling items 15 20 Adjusted EBITDA $ 430 $ 490 Forecast for Year Ending December 31, 2023 Table I.a. VERITIV CORPORATION ADJUSTED EBITDA GUIDANCE (in millions, unaudited)
21 Appendix Reconciliation of Non - GAAP Financial Measures Three Months Ended December 31, 2022 Year Ended December 31, 2022 Net cash provided by (used for) operating activities $ 93.5 $ 252.4 Less: Capital expenditures (3.8) (21.9) Free cash flow $ 89.7 $ 230.5 Table II VERITIV CORPORATION FREE CASH FLOW (in millions, unaudited)
22 Appendix Reconciliation of Non - GAAP Financial Measures Forecast for Year Ending December 31, 2023 Net cash provided by (used for) operating activities approximately $305 Less: Capital expenditures approximately ($30) Free cash flow approximately $275 Table II.a VERITIV CORPORATION FREE CASH FLOW GUIDANCE (in millions, unaudited)
23 Appendix Reconciliation of Non - GAAP Financial Measures VERITIV CORPORATION FREE CASH FLOW (in millions, unaudited) 2021 2020 2019 Net cash provided by (used for) operating activities 154.7$ 289.2$ 281.0$ Less: Capital expenditures (20.4) (23.6) (34.1) Free cash flow 134.3$ 265.6$ 246.9$ Table ll.b Year Ended December 31,
24 Appendix Reconciliation of Non - GAAP Financial Measures December 31, 2022 Amount drawn on ABL Facility $ 229.2 Less: Cash and cash equivalents (40.6) Net debt $ 188.6 Last Twelve Months Adjusted EBITDA $ 517.9 Net debt to Adjusted EBITDA 0.4x Last Twelve Months December 31, 2022 Net income (loss) $ 337.9 Interest expense, net 17.7 Income tax expense (benefit) 94.0 Depreciation and amortization 45.6 EBITDA 495.2 Restructuring charges, net 2.0 Gain on sale of businesses (29.7) Facility closure charges, including (gain) loss from asset disposition 0.0 Stock-based compensation 9.5 LIFO reserve (decrease) increase 32.1 Non-restructuring severance charges 4.3 Non-restructuring pension charges (benefits) (2.1) Other 6.6 Adjusted EBITDA $ 517.9 Net sales 7,146.3 Adjusted EBITDA as a % of net sales 7.2% Table III VERITIV CORPORATION NET DEBT TO ADJUSTED EBITDA (in millions, unaudited)
25 Appendix Reconciliation of Non - GAAP Financial Measures 2021 2020 2019 Amount drawn on ABL Facility 440.8$ 520.2$ 673.2$ Less: Cash and cash equivalents (49.3) (120.6) (38.0) Net debt 391.5$ 399.6$ 635.2$ Last twelve months Adjusted EBITDA 342.6$ 187.6$ 155.9$ Net debt to Adjusted EBITDA 1.1x 2.1x 4.1x Last Twelve Months December 31, 2021 2020 2019 Net income (loss) 144.6$ 34.2$ (29.5)$ Interest expense, net 17.2 25.1 38.1 Income tax expense (benefit) 52.9 8.8 0.7 Depreciation and amortization 55.2 57.7 53.5 EBITDA 269.9 125.8 62.8 Restructuring charges, net 15.4 52.2 28.8 Gain on sale of businesses (3.1) - - Facility closure charges, including (gain) loss from asset disposition 0.1 (3.7) - Stock-based compensation 7.4 17.7 14.6 LIFO reserve (decrease) increase 43.6 (1.5) (3.7) Non-restructuring severance charges 7.8 4.1 8.4 Non-restructuring pension charges (benefits) 0.5 7.2 6.6 Integration, acquisition and merger expenses - - 17.5 Fair value adjustment on Tax Receivable Agreement contingent liability - (19.1) 0.3 Fair value adjustment on contingent consideration liability - 1.0 13.1 Escheat audit contingent liability - (0.2) 3.7 Other 1.0 4.1 3.8 Adjusted EBITDA 342.6$ 187.6$ 155.9$ Net sales 6,850.5$ 6,345.6$ 7,659.4$ Adjusted EBITDA as a % of net sales 5.0% 3.0% 2.0% Table lll.a VERITIV CORPORATION NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) Year Ended December 31,
26 Appendix Reconciliation of Non - GAAP Financial Measures 1. Adjustment for differences in the number of selling days, if any. 2. Represents the net sales of each of the following divested businesses prior to its respective divestiture: Rollsource (March 31, 2021), Veritiv Canada, Inc. (May 2, 2022) and the logistics solutions business (September 1, 2022). 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Reported net sales 1,663.4$ 1,864.8$ 915.7$ 1,020.2$ 175.3$ 230.9$ 572.4$ 584.9$ -$ 28.8$ Impact of change in selling days 1 - - - - - - - - - - Net sales (on an average daily sales basis) 1,663.4 1,864.8 915.7 1,020.2 175.3 230.9 572.4 584.9 - 28.8 Business divestitures 2 - (230.0) - (82.1) - (67.8) - (51.3) - (28.8) Organic sales 1,663.4$ 1,634.8$ 915.7$ 938.1$ 175.3$ 163.1$ 572.4$ 533.6$ -$ -$ Business Days 61 61 61 61 61 61 61 61 61 61 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Reported net sales 7,146.3$ 6,850.5$ 3,908.5$ 3,760.4$ 780.6$ 894.0$ 2,378.8$ 2,080.8$ 78.4$ 115.3$ Impact of change in selling days 1 - - - - - - - - - - Net sales (on an average daily sales basis) 7,146.3 6,850.5 3,908.5 3,760.4 780.6 894.0 2,378.8 2,080.8 78.4 115.3 Business divestitures 2 (338.2) (850.8) (100.3) (281.9) (86.9) (261.6) (72.6) (192.0) (78.4) (115.3) Organic sales 6,808.1$ 5,999.7$ 3,808.2$ 3,478.5$ 693.7$ 632.4$ 2,306.2$ 1,888.8$ -$ -$ Business Days 252 252 252 252 252 252 252 252 252 252 Corporate & Other Three Months Ended December 31, Twelve Months Ended December 31, Corporate & Other Table IV VERITIV CORPORATION REPORTED NET SALES TO ORGANIC SALES (in millions, unaudited) Print Solutions Print Solutions Total Company Packaging Facility Solutions Total Company Packaging Facility Solutions
27 Appendix Reconciliation of Non - GAAP Financial Measures 1. The Company uses a standard tax rate of 26% due to the historic volatility of the Company’s effective tax rate. 2. Average invested capital is calculated using the balances at the end of each quarter for the last 12 months. 2022 2021 2020 2019 Adjusted EBITDA 517.9$ 342.6$ 187.6$ 155.9$ Depreciation and amortization 45.6 55.2 57.7 53.5 Adjusted EBIT 472.3 287.4 129.9 102.4 Taxes at standard rate 1 (122.8) (74.7) (33.8) (26.6) Net Operating Profit After Tax $ 349.5 $ 212.7 $ 96.1 $ 75.8 Property and equipment, net 2 $ 132.8 $ 170.9 $ 205.7 $ 209.4 Accounts receivable 2 941.2 926.4 841.9 988.2 Inventories 2 426.2 486.7 491.1 618.8 Accounts payable 2 (510.5) (540.7) (476.3) (570.0) Net Invested Capital $ 989.7 $ 1,043.3 $ 1,062.4 $ 1,246.4 ROIC 35.3% 20.4% 9.0% 6.1% Year Ended December 31, Table V VERITIV CORPORATION RETURN ON INVESTED CAPITAL (ROIC) (in millions, unaudited)
28 FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS February 28, 2023
