UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
R.R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer |
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Non-Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of April 26, 2021,
R.R. DONNELLEY & SONS COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021
TABLE OF CONTENTS
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Page |
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PART I |
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Item 1. |
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Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 |
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Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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30 |
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PART II |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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32 |
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33 |
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2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
(UNAUDITED)
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March 31, |
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December 31, |
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2021 |
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2020 |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, less allowances for credit losses of $ |
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Inventories (Note 4) |
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Assets held-for-sale |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment-net (Note 5) |
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Goodwill (Note 6) |
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Other intangible assets-net (Note 6) |
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Deferred income taxes |
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Operating lease assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities and other |
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Short-term operating lease liabilities |
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Short-term and current portion of long-term debt (Note 15) |
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Total current liabilities |
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Long-term debt (Note 15) |
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Pension liabilities |
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Other postretirement benefits plan liabilities |
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Long-term income tax liability |
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Long-term operating lease liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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Commitments and Contingencies (Note 14) |
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EQUITY (Note 10) |
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RRD stockholders' equity |
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Preferred stock, $ |
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Authorized: |
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Common stock, $ |
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Authorized: |
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Issued: |
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Additional paid-in-capital |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Treasury stock, at cost, |
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Total RRD stockholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
3
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(UNAUDITED)
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Three Months Ended |
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March 31, |
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2021 |
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2020 |
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Net sales |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses (exclusive of depreciation and amortization) |
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Restructuring, impairment and other expense -net (Note 7) |
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Depreciation and amortization |
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Other operating expense |
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Income from operations |
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Interest expense-net |
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Investment and other income-net |
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(Loss) income from continuing operations before income taxes |
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Income tax expense (benefit) |
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Net (loss) income from continuing operations |
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Gain (loss) on sale of discontinued operations, net of tax |
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Loss from discontinued operations, net of tax |
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— |
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Net income (loss) from discontinued operations (Note 2) |
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Net loss |
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Less: income attributable to noncontrolling interests |
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Net loss attributable to RRD common stockholders |
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$ |
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$ |
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Basic and diluted net (loss) earnings per share attributable to RRD common stockholders (Note 11): |
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Continuing Operations |
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$ |
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$ |
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Discontinued Operations |
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$ |
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$ |
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Net loss attributable to RR Donnelley stockholders |
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$ |
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$ |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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See Notes to Condensed Consolidated Financial Statements
4
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(UNAUDITED)
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Three Months Ended |
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March 31, |
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2021 |
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2020 |
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Net loss |
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$ |
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$ |
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Other comprehensive (loss) income, net of tax (Note 12): |
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Translation adjustments |
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Adjustments for net periodic pension and postretirement benefits plan cost |
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Changes in fair value of derivatives |
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Other comprehensive loss |
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Comprehensive loss |
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Less: comprehensive loss attributable to non-controlling interests |
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— |
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Comprehensive loss attributable to RRD common stockholders |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
5
R.R. DONNELLEY & SONS COMPANY AND SUBSIDIARIES (“RRD”)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(UNAUDITED)
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Three Months Ended |
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March 31, |
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2021 |
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2020 |
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OPERATING ACTIVITIES |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Impairment charges and other-net |
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Depreciation and amortization |
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Provision for credit losses |
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Share-based compensation |
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Deferred income taxes |
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Net pension and other postretirement benefits plan income |
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(Gain) loss on disposition of businesses and other assets |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable-net |
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Inventories |
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Prepaid expenses and other current assets |
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Accounts payable |
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Current income taxes |
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Accrued liabilities and other |
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Pension and other postretirement benefits plan contributions |
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Net cash used in operating activities |
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INVESTING ACTIVITIES |
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Capital expenditures |
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Disposition of businesses |
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Proceeds from sales of investments and other assets |
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Proceeds related to company-owned life insurance |
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Net cash used in investing activities |
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FINANCING ACTIVITIES |
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Payments of current maturities and long-term debt |
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Proceeds from credit facility borrowings |
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Payments on credit facility borrowings |
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Dividends paid |
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— |
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Payments of withholding taxes on share-based compensation |
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Other financing activities |
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Net cash (used in) provided by financing activities |
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Effect of exchange rate on cash, cash equivalents and restricted cash |
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Net (decrease) increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of year |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Operating cash flows used in discontinued operations |
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$ |
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$ |
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Investing cash flows used in discontinued operations |
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$ |
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$ |
( |
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See Notes to Condensed Consolidated Financial Statements
6
1. Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements include the accounts of R.R. Donnelley & Sons Company and its subsidiaries (“RRD,” the “Company,” “we,” “us,” and “our”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated interim financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods and should be read in conjunction with the consolidated financial statements and the related notes thereto included in our latest Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021. Operating results for the three months ended March 31, 2021 are not indicative of the results that may be expected for the fiscal year ending December 31, 2021. All significant intercompany transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements include estimates and assumptions of management that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.
In 2020, to focus on our core product and service offerings, we completed our plan to exit our Logistics Business. This business included Print Logistics, which was disposed of on July 2, 2018; Courier Logistics, which was disposed of on March 2, 2020; DLS Worldwide, which was disposed of November 2, 2020; and International Logistics which was disposed of on November 3, 2020. These businesses were included in the Business Services segment and primarily provided logistics services to a broad range of clients in the United States and globally. The financial results of these businesses have been excluded from continuing operations and segment results for all periods presented unless otherwise noted. Refer to Note 2 –Discontinued Operations to our Condensed Consolidated Financial Statements for additional information.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.
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March 31, 2021 |
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December 31, 2020 |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash - current (a) |
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Restricted cash - noncurrent (b) |
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Total cash, cash equivalents and restricted cash |
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$ |
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$ |
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(a) |
Included within Prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets |
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(b) |
Included within Other noncurrent assets within the Condensed Consolidated Balance Sheets |
Cash payments for income taxes were $
2. Discontinued Operations
In the fourth quarter of 2020, we completed our plan to exit our Logistics business, which was a component of the Business Services reporting segment. The Logistics business was comprised of DLS Worldwide, International Logistics, Print Logistics and Courier Logistics. On November 2, 2020, we sold DLS Worldwide for $
Upon the divestitures, we entered into transition services agreements with the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance, and human resources. Further, we entered into several commercial agreements whereby we continue to receive logistics services from the divested business. Our involvement with the divested businesses is not material in the quarter ended March 31, 2021.
7
We have reflected the Courier Logistics business, the DLS Worldwide business, and the International Logistics business, as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations.
Results of discontinued operations for the first quarter of 2020 were as follows:
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Three Months Ended |
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March 31, |
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2020 |
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Net sales |
$ |
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Cost of sales |
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( |
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Selling, general, administrative and other operating expenses |
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( |
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Restructuring, impairment and other expense |
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( |
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Operating loss from discontinued operations |
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( |
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Income tax benefit |
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Net loss from discontinued operations |
$ |
( |
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Net sales includes sales from the Logistics businesses to RRD which were previously eliminated in consolidation and have been recast and are now shown as external sales within the financial results of discontinued operations above. The net sales were $
Restructuring, impairment, and other expenses included $
3. Revenue Recognition
Disaggregation of Revenue
The following table presents net sales disaggregated by products and services:
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March 31, |
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2021 |
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2020 |
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Commercial print |
$ |
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$ |
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Packaging |
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Direct marketing |
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Labels |
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Statements |
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Digital print and fulfillment |
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Supply chain management |
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Forms |
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Business process outsourcing |
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|
|
Digital and creative solutions |
|
|
|
|
|
|
|
|
Total net sales |
$ |
|
|
|
$ |
|
|
Variable Consideration
Certain clients may receive volume-based rebates or early payment discounts, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be earned by our clients and reduce revenue accordingly. We do not expect significant changes to estimates of variable consideration. Given the nature of our products and the history of returns, product returns are not significant.
Contract Balances
The following table provides information about contract liabilities from contracts with clients:
|
|
Contract Liabilities |
|
|
|
|
Short-Term |
|
|
|
Balance at December 31, 2020 |
$ |
|
|
|
Balance at March 31, 2021 |
|
|
|
8
Contract liabilities primarily relate to client advances received prior to completion of performance obligations. Reductions in contract liabilities are a result of our completion of performance obligations.
Revenue recognized during the three months ended March 31, 2021 from amounts included in contract liabilities at the beginning of the period was approximately $
4. Inventories
The components of inventories, net of excess and obsolescence reserves for raw materials and finished goods, at March 31, 2021 and December 31, 2020 were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Raw materials and manufacturing supplies |
|
$ |
|
|
|
$ |
|
|
|
Work in process |
|
|
|
|
|
|
|
|
|
Finished goods |
|
|
|
|
|
|
|
|
|
LIFO reserve |
|
|
( |
) |
|
|
( |
) |
|
Total inventories |
|
$ |
|
|
|
$ |
|
|
5. Property, Plant and Equipment
The components of property, plant and equipment at March 31, 2021 and December 31, 2020 were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Land |
|
$ |
|
|
|
$ |
|
|
|
Buildings |
|
|
|
|
|
|
|
|
|
Machinery and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
Total property, plant and equipment-net |
|
$ |
|
|
|
$ |
|
|
During the three months ended March 31, 2021 and 2020 depreciation expense was $
During the fourth quarter of 2017, we entered into an agreement to sell a printing facility in Shenzhen, China and transfer the related land use rights. As of March 31, 2021, we have received deposits in accordance with the terms of the agreement of approximately $
6. Goodwill and Other Intangible Assets
The carrying amount of goodwill at March 31, 2021 and December 31, 2020 were as follows:
|
|
|
Business Services |
|
|
Marketing Solutions |
|
|
|
|
Total |
|
|||
|
Net book value as of December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange |
|
|
( |
) |
|
|
— |
|
|
|
|
|
( |
) |
|
Net book value as of March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
9
The components of other intangible assets at March 31, 2021 and December 31, 2020 were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||||||||||
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
||
|
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
||||||
|
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Client relationships |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Trade names |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Trademarks, licenses and agreements |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|||||||