LSC Communications, Inc. (NYSE: LKSD) today reported
financial results for the first quarter of 2019.
Highlights:
- Net sales of $845 million compared to
$929 million in the first quarter of 2018
- Organic net sales decrease of 4.6% from
the first quarter of 2018
- GAAP net loss of $126 million, or $3.79
per diluted share, compared to a net loss of $11 million, or $0.32
per diluted share in the first quarter of 2018
- Non-GAAP net loss of $5 million, or
$0.16 per diluted share, compared to a non-GAAP net loss of $4
million, or $0.11 per diluted share in the first quarter of
2018
- Non-GAAP adjusted EBITDA of $42
million, or 5.0% of net sales, compared to $53 million, or 5.7% of
net sales, in the first quarter of 2018
“First quarter results were consistent with our expectations,”
said Thomas J. Quinlan III, LSC Communications’ Chairman, President
and Chief Executive Officer. “While we continue to see weakness in
demand for Magazines, Catalogs and Logistics, our Book and Office
Products segments both delivered year-over-year improvement in
earnings and margins for the quarter. We continue to expect to
close on the previously-announced merger with Quad/Graphics, Inc.
in mid-2019.”
Net Sales
First quarter net sales were $845 million, down $84 million, or
9.1%, from the first quarter of 2018. After adjusting for
acquisitions, divestitures, changes in foreign exchange rates, and
pass-through paper sales, organic net sales decreased 4.6% from the
first quarter of 2018. The decrease in organic net sales was
largely due to lower volume in Magazine, Catalogs and Logistics, as
well as Office Products, partially offset by volume growth in Book
and price increases in Office Products.
GAAP Net Loss
The first quarter 2019 net loss was $126 million, or $3.79 per
diluted share, compared to a net loss of $11 million, or $0.32 per
diluted share, in the first quarter of 2018. The first quarter 2019
net loss included after-tax charges of $121 million, primarily due
to a pension settlement charge related to the pension risk transfer
transaction completed in January 2019. The first quarter 2018 net
loss included after-tax charges of $7 million. These after-tax
charges are excluded from the presentation of non-GAAP net income.
Additional details regarding the amount and nature of these
adjustments and other items are included in the attached
schedules.
Non-GAAP Adjusted EBITDA and Non-GAAP Net Loss
Non-GAAP adjusted EBITDA in the first quarter of 2019 was $42
million, or 5.0% of net sales, compared to $53 million, or 5.7% of
net sales, in the first quarter of 2018. The decrease in non-GAAP
adjusted EBITDA was primarily due to volume declines and the sale
of our European printing business at the end of the third quarter
of 2018.
Non-GAAP net loss totaled $5 million, or $0.16 per diluted
share, in the first quarter of 2019 compared to a non-GAAP net loss
of $4 million, or $0.11 per diluted share in the first quarter of
2018. Reconciliations of net loss to non-GAAP adjusted EBITDA and
non-GAAP net income are presented in the attached schedules.
Segment Results
The Company reports its results using the following segments (1)
Magazines, Catalogs and Logistics, (2) Book, (3) Office Products,
and (4) other, which includes its Mexico operations, Directory,
Print Management and Europe (until the Company disposed of its
European operations in September 2018).
Magazines, Catalogs and Logistics
First quarter net sales in Magazines, Catalogs and Logistics
were $403 million, a decrease of 5.4% from the first quarter of
2018. After adjusting for acquisitions, divestitures and
pass-through paper sales, organic net sales decreased 9.8% from the
first quarter of 2018. This organic sales decline was worse than
the trend in recent quarters, as the pace and impact of digital
disruption of demand for printed advertising and marketing
materials has continued to accelerate.
Magazines, Catalogs and Logistics Segment GAAP loss from
operations was $31 million, compared to a loss from operations of
$14 million in the first quarter of 2018. Segment non-GAAP adjusted
EBITDA in the first quarter was a negative $5 million and non-GAAP
adjusted EBITDA margin was a negative 1.2% compared to non-GAAP
adjusted EBITDA of $6 million in the first quarter of 2018 and
non-GAAP adjusted EBITDA margin of 1.4%. The decrease in non-GAAP
adjusted EBITDA was primarily due to the impact of lower volumes
partially offset by the impact of synergies associated with the
Company’s logistics acquisitions.
Book
First quarter net sales in Book were $260 million, an increase
of 4.3% from the first quarter of 2018. After adjusting for
pass-through paper sales, organic net sales increased 2.7% from the
first quarter of 2018. The organic net sales increase was primarily
driven by increased education book volume.
Book Segment GAAP income from operations was $13 million, an
increase of $4 million compared to the first quarter of 2018.
Segment non-GAAP adjusted EBITDA in the quarter was $26 million and
non-GAAP adjusted EBITDA margin was 10.0%. The segment non-GAAP
adjusted EBITDA margin increased 40 bps compared with the first
quarter of 2018, primarily due to favorable product mix and cost
reduction initiatives partially offset by the continued impact of a
tight labor market and the resulting negative impact on
productivity and wage rates.
Office Products
First quarter net sales in Office Products were $119 million, a
decrease of 3.3% from the first quarter of 2018. After adjusting
for changes in foreign exchange rates, organic net sales decreased
2.9% from the first quarter of 2018. The organic sales decline was
primarily related to lower volume in filing and note-taking
products partially offset by the impact of price increases
implemented to pass along higher costs for materials and
freight.
Office Products Segment GAAP income from operations was $8
million, an increase of $6 million compared to the first quarter of
2018. Non-GAAP adjusted EBITDA in the Office Products segment was
$11 million for the quarter, an increase of $3 million compared to
last year’s first quarter. Non-GAAP adjusted EBITDA margin
increased 270 bps to 9.2% due to the impact of the price increases,
a favorable mix of branded versus private label sales and synergies
associated with the acquisition of Quality Park, partially offset
an increase in wage rates.
2019 Guidance
The Company reaffirms the following full-year guidance for 2019.
This guidance does not include any impact related to the previously
announced merger with Quad/Graphics, Inc.
Guidance
Net sales $3.55 to $3.65 billion Non-GAAP adjusted EBITDA $250 to
$290 million Net pension income $35 million Non-GAAP adjusted
EBITDA excluding net pension income $215 to $255 million
Depreciation and amortization $115 to $125 million Interest expense
$75 to $79 million Non-GAAP effective tax rate 27% to 31% Capital
expenditures $75 to $85 million Free cash flow (1) $60 to $100
million Diluted share count 34 to 35 million
(1) Free cash flow is defined as net cash
provided by operating activities less capital expenditures.
Certain components of the guidance given in the table above are
provided on a non-GAAP basis only, without providing a
reconciliation to guidance provided on a GAAP basis. Information is
presented in this manner, consistent with SEC rules,
because the preparation of such a reconciliation could not be
accomplished without "unreasonable efforts." The Company does not
have access to certain information that would be necessary to
provide such a reconciliation, including non-recurring items that
are not indicative of the Company's ongoing operations. Such items
include, but are not limited to, restructuring charges, impairment
charges, pension settlement charges, acquisition-related expenses,
gains or losses on investments and business disposals, losses on
debt extinguishment, merger-related expenses and other similar
gains or losses not reflective of the Company's ongoing operations.
The Company does not believe that excluding such items is likely to
be significant to an assessment of the Company's ongoing
operations, given that such excluded items are not indicators of
business performance.
Investor Conference Call
Due to the pending merger with Quad, the Company will not host a
conference call to review the first-quarter 2019 financial
results.
About LSC Communications
With a rich history of industry experience, innovative solutions
and service reliability, LSC Communications (NYSE: LKSD) is a
global leader in print and digital media solutions. Our traditional
and digital print-related services and office products serve the
needs of publishers, merchandisers and retailers around the world.
With advanced technology and a consultative approach, our supply
chain solutions meet the needs of each business by getting their
content into the right hands as efficiently as possible.
For more information about LSC Communications,
visit www.lsccom.com.
Use of non-GAAP Information
This news release contains certain non-GAAP measures. The
Company believes that these non-GAAP measures, such as non-GAAP
adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP net
income/loss and free cash flow, when presented in conjunction with
comparable GAAP measures, provide useful information about the
Company’s operating results and liquidity and enhance the overall
ability to assess the Company’s financial performance. The Company
uses these measures, together with other measures of performance
under GAAP, to compare the relative performance of operations in
planning, budgeting and reviewing the performance of its business.
Non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP
net income/loss and free cash flow allow investors to make a more
meaningful comparison between the Company’s core business operating
results over different periods of time. The Company believes that
non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA margin, non-GAAP
net income/loss and free cash flow, when viewed with the Company’s
results under GAAP and the accompanying reconciliations, provides
useful information about the Company’s business without regard to
potential distortions. By eliminating potential differences in
results of operations between periods caused by factors such as
depreciation and amortization methods, historic cost and age of
assets, financing and capital structures, taxation positions or
regimes, restructuring, impairment and other charges and gain or
loss on certain equity investments and asset sales, the Company
believes that non-GAAP adjusted EBITDA, non-GAAP adjusted EBITDA
margin and non-GAAP net income/loss can provide useful additional
basis for comparing the current performance of the underlying
operations being evaluated. By adjusting for the level of capital
investment in operations, the Company believes that free cash flow
can provide useful additional basis for understanding the Company’s
ability to generate cash after capital investment and provides a
comparison to peers with differing capital intensity.
Forward Looking Statements
This news release contains forward-looking statements within the
meaning of federal securities laws regarding the Company. These
forward-looking statements relate to, among other things, the
proposed transaction between the Company and Quad/Graphics and
include expectations, estimates and projections concerning the
business and operations, strategic initiatives and value creation
plans of the Company. In accordance with “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995, these
statements may include, or be preceded or followed by, the words
“anticipates,” “estimates,” “expects,” “projects,” “forecasts,”
“intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals”
or variations of such words and similar expressions. Examples of
forward-looking statements include, but are not limited to,
statements, beliefs and expectations regarding our business
strategies, market potential, future financial performance,
dividends, costs to be incurred in connection with the separation,
results of pending legal matters, our goodwill and other intangible
assets, price volatility and cost environment, our liquidity, our
funding sources, expected pension contributions, capital
expenditures and funding, our financial covenants, repayments of
debt, off-balance sheet arrangements and contractual obligations,
our accounting policies, general views about future operating
results and other events or developments that we expect or
anticipate will occur in the future. These forward-looking
statements are subject to a number of important factors, including
those factors disclosed in “Item 1A Risk Factors” in Part I in the
Company’s annual report on Form 10-K for the year ended December
31, 2018, as filed with the SEC on February 19, 2019, that could
cause our actual results to differ materially from those indicated
in any such forward-looking statements. Additional factors include,
but are not limited to: (1) the ability to complete the proposed
transaction between the Company and Quad/Graphics on the
anticipated terms and timetable; (2) the ability to obtain approval
by the stockholders of the Company and shareholders of
Quad/Graphics related to the proposed transaction and the ability
to satisfy various other conditions to the closing of the proposed
transaction contemplated by the merger agreement; (3) the ability
to obtain governmental approvals of the proposed transaction on the
proposed terms and schedule, and any conditions imposed on the
combined entities in connection with consummation of the proposed
transaction; (4) the risk that the cost savings and any other
synergies from the proposed transaction may not be fully realized
or may take longer to realize than expected; (5) disruption from
the proposed transaction making it more difficult to maintain
relationships with customers, employees or suppliers; (6) the
competitive market for our products and industry fragmentation
affecting our prices; (7) inability to improve operating efficiency
to meet changing market conditions; (8) changes in technology,
including electronic substitution and migration of paper based
documents to digital data formats; (9) the volatility and
disruption of the capital and credit markets, and adverse changes
in the global economy; (10) the effects of global market and
economic conditions on our customers; (11) the effect of economic
weakness and constrained advertising; (12) uncertainty about future
economic conditions; (13) increased competition as a result of
consolidation among our competitors; (14) our ability to
successfully integrate recent and future acquisitions; (15) factors
that affect customer demand, including changes in postal rates,
postal regulations, delivery systems and service levels, changes in
advertising markets and customers’ budgetary constraints; (16)
vulnerability to adverse events as a result of becoming a
stand-alone company after separation from R. R. Donnelley &
Sons Company (“RRD”), including the inability to obtain as
favorable of terms from third-party vendors; (17) our ability to
access debt and the capital markets due to adverse credit market
conditions; (18) the effects of seasonality on our core businesses;
(19) the effects of increases in capital expenditures; (20) changes
in the availability or costs of key materials (such as paper, ink,
energy, and other raw materials) or in prices received for the sale
of by-products; (21) performance issues with key suppliers; (22)
our ability to maintain our brands and reputation; (23) the
retention of existing, and continued attraction of additional
customers and key employees, including management; (24) the effect
of economic and political conditions on a regional, national or
international basis; (25) the effects of operating in international
markets, including fluctuations in currency exchange rates; (26)
changes in environmental laws and regulations affecting our
business; (27) the ability to gain customer acceptance of our new
products and technologies; (28) the effect of a material breach of
or disruption to the security of any of our or our vendors’
systems; (29) the failure to properly use and protect customer and
employee information and data; (30) the effect of increased costs
of providing health care and other benefits to our employees; (31)
the effect of catastrophic events; (32) potential tax liability of
the separation; (33) the impact of the U.S. Tax Cuts and Jobs Act
(“Tax Act”); (34) lack of history as an operating company and costs
and other issues associated with being an independent company; (35)
failure to achieve certain intended benefits of the separation;
(36) failure of RRD or Donnelley Financial Solutions, Inc. to
satisfy their respective obligations under agreements entered into
in connection with the separation; (37) increases in requirements
to fund or pay withdrawal costs or required contributions related
to the Company’s pension plans and (38) the factors set forth in
“Item 1A Risk Factors” in Part I in the Company’s annual report on
Form 10-K for the year ended December 31, 2018, as filed with the
SEC on February 19, 2019. We have based our forward-looking
statements on our current expectations, estimates and projections
about our industry. We caution that these statements are not
guarantees of future performance and you should not rely unduly on
them, as they involve risks, uncertainties, and assumptions that we
cannot predict. In addition, we have based many of these
forward-looking statements on assumptions about future events that
may prove to be inaccurate. While our management considers these
assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other
risks, contingencies and uncertainties, most of which are difficult
to predict and many of which are beyond our control. Accordingly,
our actual results may differ materially from the future
performance that we have expressed or forecast in our
forward-looking statements. We undertake no obligation to update
any forward-looking statements except to the extent required by
applicable law.
LSC Communications, Inc. Condensed
Consolidated Balance Sheets As of March 31, 2019 and December 31,
2018 (in millions, except share and per share data) (UNAUDITED)
March 31, 2019 December 31, 2018
Assets
Cash and cash equivalents $ 13 $ 21 Receivables, less
allowances for doubtful accounts of $16 in 2019 (2018 - $14) 616
617 Inventories 221 197 Income tax receivable 8 4 Prepaid expenses
and other current assets 26 28
Total Current Assets
884
867 Property, plant and equipment-net 502 508
Goodwill 103 103 Other intangible assets-net 151 156 Right-of-use
assets for operating leases 192 — Deferred income taxes 25 27
Other noncurrent assets
90
93
Total Assets $
1,947
$ 1,754
Liabilities
Accounts payable $ 330 $ 372 Accrued liabilities
235
199 Short-term and current portion of long-term debt 175 108
Short-term operating lease liabilities
45
— Total Current Liabilities
785
679 Long-term debt 649 659
Pension liabilities 113 132 Restructuring and multi-employer
pension liabilities 44 45 Long-term operating lease liabilities
153
— Other noncurrent liabilities
50
61
Total Liabilities
1,794
1,576 Commitments and
Contingencies
Equity
Common stock, $0.01 par value Authorized: 65,000,000 Issued:
35,542,151 shares in 2019 (2018: 35,029,565) — — Additional paid-in
capital 831 828 Accumulated deficit
(177
) (42 ) Accumulated other comprehensive loss (476 ) (584 )
Treasury stock, at cost: 2,032,134 shares in 2019 (2018:
1,888,205) (25 ) (24 )
Total
Equity
153
178 Total Liabilities and
Equity $
1,947
$ 1,754 LSC
Communications, Inc. Condensed Consolidated Statements of
Operations For the Three Months Ended March 31, 2019 and 2018 (in
millions, except per share data) (UNAUDITED)
For the Three Months Ended March
31,
2019 2018 Net sales $
845 $ 929 Cost of
sales (1) 735 808 Selling, general and administrative expenses
(SG&A) (1) 85 83 Restructuring, impairment and other
charges-net
13
6 Depreciation and amortization 31 38
(Loss) from operations
(19
) (6 ) Interest
expense-net 19 20 Settlement of retirement benefit obligations 135
— Investment and other (income)-net (10 ) (11 )
(Loss) before income taxes
(163
) (15 ) Income tax
(benefit) (37 ) (4 )
Net (loss)
$
(126
) $ (11 ) Net
(loss) per common share: Basic net (loss) per share $
(3.79
) $ (0.32 ) Diluted net (loss) per share $
(3.79
) $ (0.32 )
Weighted-average number of common shares
outstanding: Basic 33.3 34.7 Diluted 33.3 34.7
Additional information: Gross margin (1) 13.0 % 13.0 %
SG&A as a % of net sales (1) 10.1 % 8.9 % Operating margin nm
nm Effective tax rate
22.7
% 24.0 % (1) Exclusive of depreciation and amortization nm =
not meaningful
LSC Communications, Inc.
Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted
EBITDA For the Three and Twelve Months Ended March 31, 2019 and
2018 (in millions) (UNAUDITED)
For the Twelve Months
Ended
For the Three Months Ended
March 31,2019
March 31, 2019
December 31,
2018
September 30,
2018
June 30,
2018
GAAP net (loss) income $
(138
) $
(126
) $ (16 )
$ (4 ) $ 8
Adjustments: Restructuring, impairment and other
charges - net (1)
42
13
17 1 11 Settlement of retirement benefit obligations (2) 135 135 —
— —
Expenses related to acquisitions, the
Merger, and dispositions (3)
16 7 6 2 1 Purchase accounting adjustments (4) — — (1 ) 1 —
Depreciation and amortization 131 31 32 34 34 Interest expense -
net 79 19 21 21 18 Income tax (benefit) expense (5) —
(37 ) (3 ) 35
5 Total Non-GAAP adjustments
403
168
72 94 69
Non-GAAP adjusted EBITDA $ 265
$ 42 $ 56
$ 90
$ 77 Net sales $ 3,742 $ 845 $ 939 $
1,015 $ 943 Non-GAAP adjusted EBITDA margin % 7.1 % 5.0 % 6.0 % 8.9
% 8.2 %
For the Twelve Months
Ended
For the Three Months Ended
March 31,2018
March 31, 2018
December 31,
2017
September 30,
2017
June 30,
2017
GAAP net (loss) income $ (67
) $ (11 ) $
(58 ) $ (3 )
$ 5 Adjustments:
Restructuring, impairment and other charges - net (1) 129 6 42 60
21 Separation-related expenses (6) 3 — — 1 2
Expenses related to acquisitions (3)
6 1 2 2 1 Purchase accounting adjustments (4) 2 3 (2 ) 1 — Loss on
debt extinguishment (7) 3 — 3 — — Depreciation and amortization 158
38 42 39 39 Interest expense - net 75 20 20 19 16 Income tax
expense (benefit) 7 (4 )
36 (23 ) (2 )
Total Non-GAAP adjustments 383 64 143 99 77
Non-GAAP
adjusted EBITDA $ 316 $ 53
$ 85
$ 96 $ 82
Net sales $ 3,711 $ 929 $ 999 $ 935 $ 848 Non-GAAP adjusted
EBITDA margin % 8.5 % 5.7 % 8.5 % 10.3 % 9.7 % (1)
Restructuring, impairment and other charges-net: Restructuring
charges for employee termination costs, lease terminations, other
costs, multiemployer pension plan withdrawal obligations,
impairment charges for goodwill, intangible assets and other
long-lived assets. Refer to the Reconciliation of GAAP to Non-GAAP
Measures schedule for more information. (2) Settlement of
retirement benefit obligations: During the three months ended March
31, 2019, the Company completed a partial settlement of its
retirement benefit obligations, and as a result, the Company’s
pension assets and liabilities were remeasured as of the settlement
date. The Company recorded a non-cash settlement charge of $135
million in settlement of retirement benefit obligations in the
condensed consolidated statements of operations. (3)
Expenses related to acquisitions, the
Merger and dispositions: Legal, accounting and other expenses
associated with completed and contemplated acquisitions and
dispositions; and costs associated with the agreement and plan of
merger between the Company, Quad/Graphics, Inc. and QLC Merger Sub,
Inc. (the "Merger").
(4) Purchase accounting adjustments: Purchase accounting
inventory step-up adjustments and any gains associated with
acquisitions. (5) Income tax expense (benefit): The three
months ended March 31, 2019 included a $34 million benefit
associated with the Company's settlement of retirement benefit
obligations. The three months ended September 30, 2018 included a
$25 million non-cash provision primarily for the write-off of a
deferred tax asset associated with the Company's disposition of its
European printing business on September 28, 2018. (6)
Separation-related expenses: One-time transaction expenses
associated with becoming a standalone company. (7) Loss on
debt extinguishment: Loss related to a partial debt extinguishment.
LSC Communications, Inc. Reconciliation of
GAAP to Non-GAAP Measures For the Three Months Ended March 31, 2019
and 2018 (in millions, except per share data) (UNAUDITED)
For the Three Months Ended March 31,
2019 For the Three Months Ended March 31, 2018 Net
(loss) income
Net (loss) income
per diluted share
Net (loss) income
Net (loss) income
per diluted share
GAAP basis measures $
(126
) $
(3.79
) $ (11 ) $
(0.32 ) Non-GAAP adjustments:
Restructuring, impairment and other charges - net (1)
13
0.40
4 0.11 Settlement of retirement benefit obligations (2) 101 3.03 —
—
Expenses related to acquisitions and the
Merger (3)
6 0.18 — 0.01 Purchase accounting adjustments (4) — — 2 0.07 Income
tax adjustments (5) 1 0.02
1 0.02
Total Non-GAAP adjustments
121
3.63
7 0.21
Non-GAAP measures $ (5 )
$ (0.16 ) $ (4 )
$ (0.11 ) (1)
Restructuring, impairment and other
charges - net: Operating results for the three months ended March
31, 2019 and 2018 were affected by the pre-tax restructuring
charges below of $13 million ($13 million after-tax) and $6 million
($4 million after-tax), respectively.
For the Three Months Ended March 31, 2019
2018 Employee termination costs (a) $ 5 $ 4 Other
restructuring charges (b)
6
3 Impairment charges - machinery and equipment (c) 2 — Reduction of
goodwill impairment charges (d) — (1 )
Total restructuring, impairment and other charges - net
$
13
$ 6
(a) For the three months ended March 31,
2019, employee-related termination costs primarily resulted from
the closure of one facility in the Magazines, Catalogs and
Logistics segment. For the three months ended March 31, 2018,
employee-related termination costs resulted from the closure of one
facility in the Magazines, Catalogs and Logistics segment and the
reorganization of certain business units.
(b) The three months ended March 31, 2019
and 2018 included other facility costs and pension withdrawal
obligations related to facility closures. The three months ended
March 31, 2019 also included costs associated with new revenue
opportunities and cost savings initiatives implemented during the
quarter.
(c) For the three months ended March 31, 2019, the Company
recorded $2 million of net impairment charges related to machinery
and equipment associated with facility closings in the Magazines,
Catalogs and Logistics segment. (d) For the three months
ended March 31, 2018, there was a reduction of $1 million of
goodwill impairment charges as a result of a $1 million adjustment
of previously recorded goodwill associated with prior acquisitions.
(2) Settlement of retirement benefit obligations: During the
three months ended March 31, 2019, the Company completed a partial
settlement of its retirement benefit obligations, and as a result,
the Company’s pension assets and liabilities were remeasured as of
the settlement date. The Company recorded a pre-tax non-cash
settlement charge of $135 million ($101 million after-tax) in
settlement of retirement benefit obligations in the condensed
consolidated statements of operations. (3)
Expenses related to acquisitions and the
Merger: The three months ended March 31, 2019 included pre-tax
charges of $7 million ($6 million after-tax) primarily related to
the Merger. The three months ended March 31, 2018 included pre-tax
charges of $1 million (a de minimis amount of after-tax charges)
related to legal, accounting and other expenses associated with
completed and contemplated acquisitions.
(4) Purchase accounting adjustments: The three months ended
March 31, 2018 included pre-tax charges of $3 million ($2 million
after-tax) as a result of purchase accounting inventory step-up
adjustments and changes to purchase price allocations related to
prior acquisitions. (5) Income tax adjustments: Included tax
expense of $1 million for each of the three months ended March 31,
2019 and 2018 that was recorded due to the unfavorable impact
associated with share-based compensation awards that lapsed during
each of the periods. Note: The income tax impact is
calculated using the tax rate in effect for the non-GAAP
adjustments.
LSC Communications, Inc. Total
Company GAAP to Non-GAAP Adjusted EBITDA and Margin Reconciliation
For the Three Months Ended March 31, 2019 and 2018 and Twelve
Months Ended March 31, 2019 (in millions) (UNAUDITED)
Total LSC Communications
Q1 2019 TTM Q1 2019
Q4 2018 Q3 2018 Q2
2018 Q1 2018 Net sales
$ 3,742 $ 845 $ 939 $
1,015 $ 943 $ 929 GAAP net
(loss) income
(138
)
(126
) (16 ) (4 ) 8
(11 ) Restructuring, impairment and other charges -
net
42
13
17 1
11 6 Settlement of retirement benefit
obligations 135 135
- - -
-
Expenses related to acquisitions, the
Merger and dispositions
16 7 6
2 1
1 Purchase accounting adjustments -
- (1 ) 1
- 3 Depreciation and
amortization 131 31
32 34 34
38 Interest expense - net
79 19 21
21 18 20
Income tax (benefit) expense -
(37 ) (3 ) 35 5
(4 )
Non-GAAP Adjusted EBITDA $
265 $ 42 $
56 $ 90 $
77 $ 53 Non-GAAP Adjusted
EBITDA margin 7.1 % 5.0 %
6.0 % 8.9 % 8.2 % 5.7 %
Net cash provided by (used in) operating activities $ 162
($24 ) $ 188 $ 0
($2 ) ($24 ) Capital expenditures
(71 ) (28 ) (11 )
(15 ) (17 ) (20 )
Free cash flow
$ 91 ($52 ) $ 177
($15 ) ($19 ) ($44 )
LSC
Communications, Inc. Segment GAAP to Non-GAAP Adjusted EBITDA
and Margin Reconciliation For the Three Months Ended March 31, 2019
and 2018 and Twelve Months Ended March 31, 2019 (in millions)
(UNAUDITED)
Magazines, Catalogs and Logistics
Q1 2019 TTM Q1 2019
Q4 2018 Q3 2018 Q2
2018 Q1 2018 Net sales
$ 1,743 $ 403
$ 476 $ 463
$ 401 $ 427
(Loss) income from operations ($48 )
($31 ) ($12 ) $ 1 ($6 )
($14 ) Depreciation and amortization 61
15 15
16 15 16
Restructuring, impairment and other charges - net 27
11 10
- 6 4
Non-GAAP Adjusted EBITDA $ 40
($5 ) $ 13
$ 17 $ 15
$ 6 Non-GAAP Adjusted EBITDA margin
2.3 %
(1.2
)%
2.7 % 3.7 % 3.7 %
1.4 % Capital expenditures $ 25 $ 10 $ 4 $ 6 $ 5 $ 9
Book Q1 2019 TTM
Q1 2019 Q4 2018 Q3
2018 Q2 2018 Q1
2018 Net sales $ 1,066
$ 260 $ 258
$ 282 $ 266
$ 249 Income from operations
$ 62 $ 13 $ 9 $ 21
$ 19 $ 9 Depreciation and
amortization 50 12
13 12 13
14 Restructuring, impairment and other charges
- net 6 1 1
1 3
1
Non-GAAP Adjusted EBITDA $ 118
$ 26 $ 23
$ 34 $ 35
$ 24 Non-GAAP Adjusted EBITDA margin
11.1 % 10.0 % 8.9 %
12.1 % 13.2 % 9.6 %
Capital expenditures $ 39 $ 17 $ 6 $ 7 $ 9 $ 9
LSC Communications, Inc. Segment
GAAP to Non-GAAP Adjusted EBITDA and Margin Reconciliation For the
Three Months Ended March 31, 2019 and 2018 and Twelve Months Ended
March 31, 2019 (in millions) (UNAUDITED)
Office
Products Q1 2019 TTM Q1
2019 Q4 2018 Q3
2018 Q2 2018 Q1
2018 Net sales $ 558
$ 119 $ 140
$ 145 $ 154
$ 123 Income from operations $
46 $ 8 $ 10 $ 15
$ 13 $ 2 Depreciation and amortization
12 3 2
4 3
4 Restructuring, impairment and other charges - net
5 - 4
- 1 1
Purchase accounting adjustments
-
-
-
-
-
1
Non-GAAP Adjusted EBITDA $ 63
$ 11 $ 16
$ 19 $ 17
$ 8 Non-GAAP Adjusted EBITDA margin
11.3 % 9.2 % 11.4 %
13.1 % 11.0 % 6.5 %
Capital expenditures $ 1 $ - $ - $ - $ 1 $
-
Other Q1 2019
TTM Q1 2019 Q4
2018 Q3 2018 Q2
2018 Q1 2018 Net sales
$ 377 $ 63
$ 67 $ 125
$ 122 $ 130 Income
from operations $ 23 $ 4 $ 3
$ 9 $ 7 $ 7
Depreciation and amortization 7
1 2 2
2 4 Restructuring, impairment
and other charges - net 1 -
1 -
- -
Non-GAAP Adjusted EBITDA
$ 31 $ 5
$ 6 $ 11
$ 9 $ 11 Non-GAAP
Adjusted EBITDA margin 8.2 % 7.9 %
9.0 % 8.8 % 7.4 %
8.5 % Capital expenditures $ 3 $ 1 $ 0 $ 1 $ 1 $ 1
Corporate Q1 2019
TTM Q1 2019 Q4
2018 Q3 2018 Q2
2018 Q1 2018 Net sales
($2 ) $ 0
($2 ) $ 0
$ 0 $ 0 Operating
expenses
($54
)
($13
) ($21 ) ($5 ) ($15 )
($10 ) Investment and other (income)-net
(47 ) (10 ) (13 )
(11 ) (13 ) (11 ) Depreciation and
amortization 1 -
- - 1
- Restructuring, impairment and other charges
- net
3
1
1 -
1 -
Expenses related to acquisitions, the
Merger and dispositions
16 7 6
2 1
1 Purchase accounting adjustments -
- (1 ) 1
- 2
Non-GAAP Adjusted
EBITDA $ 13 $ 5
($2 ) $ 9
$ 1 $ 4
Capital expenditures $ 3 $ - $ 1 $ 1 $ 1 $ 1
LSC Communications, Inc. Condensed Consolidated Statements
of Cash Flows For the Three Months Ended March 31, 2019 and 2018
(in millions) (UNAUDITED)
2019 2018 Net
(loss) $
(126
) $ (11 ) Adjustment to reconcile net (loss) to net cash
(used in) operating activities: Impairment charges 2 — Depreciation
and amortization 31 38 Provision for doubtful accounts receivable 3
2 Share-based compensation 3 3 Deferred income taxes (34 ) 3
Settlement of retirement benefit obligations 135 — Other 1 2
Changes in operating assets and liabilities - net of acquisitions:
Accounts receivable - net (2 ) 56 Inventories (24 ) (33 ) Prepaid
expenses and other current assets 3 1 Accounts payable (33 ) (75 )
Income taxes receivable
(4
) (8 ) Accrued liabilities and other
21
(2 )
Net cash (used in) operating
activities $ (24 ) $
(24 ) Capital expenditures (28 ) (20 )
Acquisitions of businesses, net of cash acquired (3 )
1
Net cash (used in) investing
activities $ (31 ) $
(19 ) Payments of current maturities and
long-term debt (11 ) (13 ) Net proceeds from credit facility
borrowings 67 55 Dividends paid (9 ) (9 ) Other financing
activities (1 ) (2 )
Net cash
provided by financing activities $ 46
$ 31 Effect of exchange
rate on cash and cash equivalents 1 1
Net (decrease) in cash, cash equivalents and
restricted cash $ (8 )
$ (11 ) Cash, cash equivalents and
restricted cash at beginning of year 24 35
Cash, cash equivalents and restricted cash
at end of period $ 16
$ 24 Reconciliation to the
Condensed Consolidated Balance Sheets As of March 31,
2019 As of December 31, 2018 Cash and cash
equivalents $ 13 $ 21 Restricted cash included in prepaid expenses
and other current assets 3 3
Total cash, cash equivalents and
restricted cash shown in the condensed consolidated statements of
cash flows
$ 16 $ 24
LSC Communications,
Inc. Reconciliation of Reported to Pro Forma Net Sales For the
Three Months Ended March 31, 2019 and 2018 (in millions)
(UNAUDITED)
Magazines, Catalogs &
Logistics
Book
Office Products
Other Total LSC Q1 2018 Net Sales as
Reported $ 427 $ 249 $ 123 $ 130
$ 929
Adjustments(1) 44
— — —
44
Q1 2018 Net Sales Pro Forma $ 471 $
249 $ 123 $ 130 $ 973
Q1 2019 Net Sales as Reported $
403 $ 260 $ 119 $ 63 $ 845
Adjustments(1) —
— —
— —
Q1 2019 Net Sales Pro Forma
$ 403 $ 260 $ 119 $ 63 $ 845 As Reported % Change (5.4 %)
4.3 % (3.3 %) (52.0 %) (9.1 %) Pro Forma % Change (14.3 %) 4.3 %
(3.3 %) (52.0 %) (13.2 %)
Non-GAAP Adjustments:
Impact of changes in foreign exchange rates --- % --- % (0.4 %)
(0.4 %) (0.1 %) Impact of pass-through paper sales 0.2 % 1.6 % ---
% (3.0 %) 0.1 % Impact of dispositions (2) (4.7 %) --- % --- %
(47.6 %) (8.6 %)
Q1 2019 Organic % Change (3)
(9.8 %) 2.7 % (2.9 %)
(1.0 %) (4.6 %)
The
reported results of the Company include the results of acquired
businesses from the acquisition date forward. The Company has
provided this schedule to reconcile reported net sales for the
three months ended March 31, 2019 and 2018 to pro forma net sales
as if the acquisitions took place as of January 1, 2018 for
purposes of this schedule.
(1) Adjusted for net sales of acquired
businesses:
There were no acquisitions during the
three months ended March 31, 2019.
For the three months ended March 31, 2018,
the adjustments for net sales of acquired businesses reflect the
net sales of RR Donnelley's Print Logistics business (acquired July
2, 2018).
(2) Adjusted for the disposition of the
Company’s retail offset printing facilities on June 5, 2018 and the
sale of the Company's European printing business on September 28,
2018.
(3) Adjusted for the impact of
acquisitions and dispositions, changes in FX rates, and
pass-through paper sales.
LSC Communications, Inc. Liquidity, Debt and
Pension Summary As of March 31, 2019 and December 31, 2018 (in
millions) (UNAUDITED)
Total Liquidity (1)
March 31, 2019 December 31, 2018
Availability Stated amount of the Revolving Credit
Facility (2) $ 400 $ 400 Less: availability reduction from
covenants
143
122 Amount available under the Revolving
Credit Facility
$
257
$ 278
Usage Borrowings under Revolving Credit Facility $ 133
$ 64 Impact on availability related to outstanding letters of
credit — — Total usage
$ 133 $ 64
Availability
(3) $
124
$ 214 Cash 13 21
Net Available Liquidity $
137
$ 235
Short-term and current portion of long-term
debt $ 175 $ 108 Long-term debt 649 659
Total debt $ 824 $ 767 Non-GAAP adjusted
EBITDA for the twelve months ended March 31,2019 and the year ended
December 31, 2018 $ 265 $ 276
Non-GAAP Gross Leverage
(defined as total debt divided by non-GAAP adjusted
EBITDA(4)) 3.11
2.78 Credit Agreement Consolidated
Leverage Ratio (5)
2.82
2.54
Estimated
Unfunded Status of Pension Benefit Plans
Based on the fair value of assets and the estimated discount rate
used to value benefit obligations as of March 31, 2019, the Company
estimates unfunded status of the pension benefit plans would
approximate $105 million compared to $137 million at December 31,
2018. Qualified Non-Qualified & International Total
Estimated pension liabilities $ 1,942 $ 90 $ 2,032 Estimated
pension assets 1,923 4 1,927
Estimated unfunded status at March 31, 2019 $
(19 ) $ (86 ) $ (105 ) (1)
Liquidity does not include uncommitted
credit facilities located outside of the U.S.
(2) The Company has a $400 million senior secured revolving credit
agreement (the “Revolving Credit Facility”) which expires on
September 30, 2021. The Revolving Credit Facility is subject to a
number of covenants, including, but not limited to, a minimum
Interest Coverage Ratio and a maximum Consolidated Leverage Ratio,
as defined in and calculated pursuant to the Revolving Credit
Facility, that, in part, restrict the Company’s ability to incur
additional indebtedness, create liens, engage in mergers and
consolidations, make restricted payments and dispose of certain
assets. There were $133 million and $64 million of borrowings under
the Revolving Credit Facility as of March 31, 2019 and December 31,
2018, respectively. (3)
The Company would have had the ability to
utilize $257 million of the $400 million Revolving Credit Facility
and not have been in violation of the terms of the agreement as of
March 31, 2019. Availability under the Revolving Credit Facility
was reduced by $133 million in borrowings.
(4) The leverage ratio calculation includes non-GAAP adjusted
EBITDA since the respective closing date of each acquisition and
does not include a full 12 months of non-GAAP adjusted EBITDA. (5)
The Consolidated Leverage Ratio as defined
in the Credit Agreement was 2.82 at March 31, 2019 compared to a
maximum permitted ratio under the Credit Agreement of 3.25, which
steps down to 3.00 on March 31, 2020. The Consolidated Leverage
Ratio was 2.54 at December 31, 2018. The full definition of
Consolidated Leverage Ratio is included in the Credit Agreement
filed as an exhibit to the quarterly report on Form 10-Q for the
three months ended March 31, 2019.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190430006112/en/
Investor ContactJanet M. Halpin, Senior Vice President,
Treasurer & Investor RelationsE-mail:
investor.relations@lsccom.comTel: 773.272.9275
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